You received a Notice because a Settlement has been reached in this Action. You might be a member of the Settlement Class and may be eligible for the relief detailed below.

The Notice explains the nature of the Action, the general terms of the proposed Settlement, and your legal rights and obligations. To obtain more information about the Settlement, including information about how you can see a copy of the Settlement Agreement (which defines certain capitalized terms used in this Notice), see Section 20 below.

Plaintiff Trisha Teperson (the “Named Plaintiff”) filed a lawsuit against Nogin, Inc. (“Nogin”) and certain other Defendants on behalf of herself and all others similarly situated. The lawsuit alleges that the Defendants engaged in deceptive advertising by advertising purportedly improper discounts on merchandise sold on shopjustice.com.

Each Defendant denies each and every one of the allegations of unlawful conduct, any wrongdoing, and any liability whatsoever, and no court or other entity has made any judgment or other determination of any liability. Each Defendant further denies that any Class Member is entitled to any relief and, other than for Settlement purposes, that this Action is appropriate for certification as a class action.

The issuance of this Notice is not an expression of the Court’s opinion on the merits or the lack of merits of the Named Plaintiff’s claims in the Action.

For information about how to learn about what has happened in the Action to date, please see Section 20 below.

In a class action lawsuit, one or more people called “Named Plaintiff(s)” (in this Action, Trisha Teperson) sue on behalf of other people who allegedly have similar claims. For purposes of this proposed Settlement, one court will resolve the issues for all Class Members. The parties sued in this case, Nogin, Inc., Justice Brand Holdings LLC, Bluestar Alliance LLC, B. Riley Securities, Inc., and B. Riley Principal Investments, LLC, are called the Defendants.

The Named Plaintiff has made claims against the Defendants. Each Defendant denies that it has done anything wrong or illegal and admits no liability. The Court has not decided that the Named Plaintiff or the Defendants should win this Action. Instead, both sides agreed to a Settlement. That way, they avoid the cost of a trial, and the Class Members will receive relief now rather than years from now, if at all.

The Court has decided that everyone who fits this description is a Class Member for purposes of the proposed Settlement: All persons who, during the Class Period (from April 1, 2021 to October 31, 2023) purchased at shopjustice.com one or more items that were not returned by, or on behalf of, the purchaser, or otherwise (a “Qualifying Purchase”) and who also received direct notice of the settlement via email. Excluded from the Class is Nogin’s Counsel, Nogin’s officers and directors, and the judge presiding over the Action.

If you are still not sure whether you are included, you can write the Claims Administrator for free help. The email address of the Claims Administrator is sjclassactionredemption@noticeadministrator.com and the U.S. postal (mailing) address is:

Teperson v. Nogin, Inc., Settlement
c/o Analytics Consulting LLC
PO Box 2010
Chanhassen MN 55317-2010

Nogin Commerce, LLC (“Nogin Commerce”) has agreed to provide each Class Member who received notice of this Settlement via email and does not timely and validly request exclusion from or object to the Settlement one (1) Merchandise Certificate which, at the election of the holder, may be applied for up to $12.50 toward the purchase of any single item. This website was implemented solely for the redemption of the Merchandise Certificates on Justice-branded merchandise.

Merchandise Certificates will not be stackable with each other (i.e. only one Merchandise Certificate may be used per item purchased). Merchandise Certificates will be applied to the after-tax price of an item after any other applicable discount(s). Merchandise Certificates shall not be redeemable for cash, and will not be replaced if lost, stolen or damaged. If a Merchandise Certificate is applied toward the purchase of an item that is priced less than $12.50 (Twelve Dollars and Fifty Cents), there will not be any unused balance remaining on the Merchandise Certificate. Merchandise Certificates are non-transferable and will have a twelve-month expiration date.

If you received notice of the Settlement by email, you need not do anything to receive one (1) Merchandise Certificate.

As described in Sections 17 and 18 below, the Court will hold a hearing on February 21, 2025 at 1:30 p.m. Pacific time, to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It’s always uncertain when the appeals will be resolved, and resolving them can take time, perhaps more than a year. You can check on the progress of the case by revisiting this site. Please be patient.

The Court has ordered that the law firm of Lynch Carpenter, LLP (“Class Counsel”) will represent the interests of all Class Members. You will not be separately charged for these lawyers’ services. If you want to be represented by your own lawyer, you may hire one at your own expense.

Nogin Commerce has agreed to pay Class Counsel’s attorneys’ fees and costs up to $600,000, which amount shall be reduced by the amount of any Claims Administrator Costs paid or payable by Nogin Commerce, subject to approval by the Court. You will not be required to pay any attorneys’ fees or costs. Please see sections 2.4 and 2.5 of the Settlement Agreement, available in Important Case Documents, for additional details.

The Named Plaintiff will request a service award of up to $2,500 total for her service as Class representative and her efforts in bringing the Action. The Court will make the final decision as to the amount to be paid to the
Class representative.

If the Court approves the proposed Settlement, unless you exclude yourself from the Settlement, you will be releasing your claims against the Defendants and Nogin Commerce. This generally means that you will not be able to file a lawsuit, continue prosecuting a lawsuit, or be part of any other lawsuit against the Defendants or Nogin Commerce regarding the claims in the Action. The Settlement Agreement, available in Important Case Documents, contains the full terms of the release.

You may exclude yourself from the Class and the Settlement. If you want to be excluded, you must send a signed letter or postcard stating: (a) the name and case number of the Action; (b) your full name, address, and telephone number; and (c) a statement that you do not wish to participate in the Settlement, postmarked no later than January 31, 2025 to the Claims Administrator at:

Teperson v. Nogin, Inc., Settlement
c/o Analytics Consulting LLC
PO Box 2010
Chanhassen MN 55317-2010

If you timely and validly request exclusion from the Class, you will be excluded from the Class, you will not receive a Merchandise Certificate under the Settlement, you will not be bound by the judgment entered in the Action, and you will not be precluded from prosecuting any timely, individual claim against the Defendants based on the conduct complained of in the Action. If you exclude yourself from the Class and the Settlement you may not object to the Settlement.

If you have not excluded yourself from the Settlement and you wish to object to the fairness, reasonableness, or adequacy of the Settlement Agreement or the proposed Settlement, you must file a written objection with the Court and deliver copies of the written objection to the Claims Administrator, Class Counsel, Nogin’s Counsel, Bluestar’s Counsel and any other Defendant’s counsel at the addresses set forth below no later than (i.e., postmarked by) January 31, 2025.

Any written objections must contain: (a) the name and case number of the Action; (b) the Class Member’s full name, address, and telephone number; (c) the words “Notice of Objection” or “Formal Objection”; (d) in clear and concise terms, the legal and factual arguments supporting the objection; (e) facts supporting the person’s status as a Class Member (e.g., the date and location of his/her relevant purchases and description of the item(s) purchased); (f) the Class Member’s signature and the date; and (g) the following language immediately above the Class Member’s signature and date: “I declare under penalty of perjury under the laws of the State of California that the foregoing statements regarding class membership are true and correct to the best of my knowledge.” You may, but need not, submit your objection through counsel of your choice. If you do make your objection through an attorney, you will be responsible for your personal attorneys’ fees and costs.

IF YOU DO NOT TIMELY MAKE YOUR OBJECTION, YOU WILL BE DEEMED TO HAVE WAIVED ALL OBJECTIONS AND WILL NOT BE ENTITLED TO SPEAK AT THE FAIRNESS HEARING.

If you submit a written objection, you may appear at the Fairness Hearing, either in person or through personal counsel hired at your expense, to object to the fairness, reasonableness, or adequacy of the Settlement Agreement or the proposed Settlement, or to the award of attorneys’ fees. You are not required, however, to appear. If you, or your attorney, intend to make an appearance at the Fairness Hearing, you must include on your timely and valid objection a statement substantially similar to “Notice of Intention to Appear”.

If you intend to appear at the Fairness Hearing through counsel, you must also identify the attorney(s) representing you who will appear at the Fairness Hearing and include the attorney(s) name, address, phone number, email address, and the state bar(s) to which your counsel is admitted. Also, if you intend to request the Court to allow you to call witnesses at the Fairness Hearing, such request must be made in your written objection, which must also contain a list of any such witnesses and a summary of each witness’s expected testimony.

Objecting is simply telling the Court that you disagree with something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you don’t want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you

At that hearing, the Court will be available to hear any objections and arguments concerning the fairness of the Settlement. As described above in Section 15, you may speak at the Fairness Hearing only if (a) you have timely submitted an objection, and (b) you have timely and validly provided a Notice of Intent to Appear.

If you have requested exclusion from the Settlement, you may not speak at the hearing.

Teperson v. Nogin, Inc., Settlement
c/o Analytics Consulting LLC
PO Box 2010
Chanhassen MN 55317-2010

This description of this Action is general and does not cover all of the issues and proceedings that have occurred. In order to see the complete file you should visit https://roa.sdcourt.ca.gov/roa/ or the Clerk’s office at 330 West Broadway, San Diego, CA 92101. The Clerk will tell you how to obtain the file for inspection and copying at your own expense.

It is your responsibility to inform the Claims Administrator of your updated information. You may do so at the address below:

Teperson v. Nogin, Inc., Settlement
c/o Analytics Consulting LLC
PO Box 2010
Chanhassen MN 55317-2010
Email: sjclassactionredemption@noticeadministrator.com

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DO NOT ADDRESS ANY QUESTIONS ABOUT THE SETTLEMENT OR THE LITIGATION TO THE CLERK OF THE COURT OR THE JUDGE.