Delaware Court of Chancery Denies Motion to Amend Complaint

COURT OF CH ANCERY OF THE STATE OF DEL AWARE L ORI W. W ILL V ICE C HAN CELLOR L EONARD L. W ILLI AMS J USTICE C ENTER 500 N. K ING S TREET, S UIT E 11400 W ILMINGTON, D ELAWAR E 19 801-3734 February 27, 2026 A. Thompson B ayliss, Esquire Eric A. Veres, Esqu ire Clare E. Hubbard, Esquire Abrams & Ba yliss LLP 20 Montchan in Road, Suite 2 00 Wilmington, Delaware 198 07 Daniel A. Mas on, Esquire Sabrina M. Hen dershot, Esquire Emily V. Cox, E squire Paul, Weiss, R ifkind, Wharto n & Garrison LLP 1313 N. Market St reet, Suite 8 06 Wilmington, Delaware 19801 Michael A. P ittenger, Esquire Matthew F. Dav is, Esquire Megan R. Thoma s, Esquire Potter Anders on & Corroo n LLP 1313 North M arket Street Wilmington, Delaware 198 01 RE: In re Saama Technologie s Litigation, C.A. No. 2022-1045- LWW Dear Counsel, In this longsta nding litigatio n, p laintiff S uresh Katta contend s that defendants Warrior Holdings, LLC, Vivek Sharma, and Thomas Rogers objected to an earnout in bad faith a nd breached their fiduciary duties. Today — Friday — is the l ast business day before a five-day trial b egins. But on Wednesday, K atta moved to amend the

C.A. No. 2022-1 045-LWW February 27, 2026 Page 2 of 10 pleadings to include claims for fraud and/or ai ding and abetting. 1 This morning, the defendants file d an opposition t o the motion. 2 For the reasons tha t follow, Katta ’ s moti on is denied. I. BACKGROU ND Th is ear nout litigation has taken a n unusual number of procedural t wists. In November 20 22, I entered a partia l judgment g ra nting Katta’s request to compel arbitration over the earnout — the original focus of this s uit. 3 In October 2024, I granted Katta’s motion to vacate that partial judgment so that he could file an am ended com plaint with new theories, including tortio us interference and breac h of fiduciary d uty. 4 On January 23, 20 25, the complaint was amended once more. 5 Discovery ensued. In June 2025, the defendants produc ed a version of a Carlyle Investment Committee memo that Katta contends was “unsanitized” relativ e to the v ersion prev iously provi ded. 6 During de positions in October 2025, Katta 1 Pl. ’s Mot. to Conform Pleadings or, in th e Alternative, for Leave to Am. Pleadings Under Ct. Ch. R. 15 (D kt. 414) (“Mot”). 2 Defs.’ Opp’n to Pl.’s Mot. to Conform Pleadings or, in the Alternative, for Leave to Am. the Pleadings Und er Ct. Ch. R. 1 5 (Dkt. 422) (“ Opp’n ”). 3 Verified Compl. (Dkt. 1); Order Granting Pl.’ s Mot. to Compel Arbit ration (Dkt. 47). 4 Order Granti ng Pl.’s Mot. to Vacate the Court’s Partial J. and Am. and Suppl. Compl. (Dkt. 106); Verified A m. and Suppl. Compl. (Dkt. 107). 5 Verified Second Am. Compl. (Dkt. 130). 6 Mot. ¶ 9; Opp’n ¶ 5.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 3 of 10 claims that he realized there were material discrepanc ies betwe en t he two version s of the memo. He formed the view that he had bee n defraude d. 7 The case then moved into expert di scovery. O n December 19, 2025, Katta served the opening expert report o f Dr. Richard Manning (the “Manning Report”). 8 The Manni ng Report brief ly noted tha t counsel was “considering a fraud cla im in light of disco very obtained over the course of this action” and included a fraud damages anal ysis. 9 Numerous pre-trial filings were made in January 2026. Relevant here, on January 26, Katta filed a motion for spoliat ion s anctions that s aid h e “only learne d of a potential fraud claim in discovery” and might “seek leave to conform the complaint to the evidence ” if “trial supports such a claim.” 10 And on Febr uary 20, Katta served his pre -trial b rief, whi ch included an extended d iscussion of anticipate d fraud and aiding an d abetting claim s. 11 Still, he h ad not moved to amend the second amended compla int, though the pre-tria l order reserved h is right to do so. 12 7 Mot. ¶¶ 10-13. 8 Notice of Service (Dkt. 311). 9 Trans. Aff. of Clara E. Hubbard in Supp. of P l.’s Opp’n to Defs.’ Mo t. to Strike Portions of Expert Report (Dkt. 336) Ex. 1 (“Manni ng Report”) ¶¶ 12, 157. 10 Pl.’s Mot. for Spoliati on Sanctions (Dkt. 324) ¶ 5 n.1. 11 Pl. and Countercl. Def.’s Pre -trial Br. (Dkt. 401). 12 Joint Pre -trial Stipulati on and Order (Dkt. 412) ¶ 145.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 4 of 10 II. ANALYSIS Now, Katta wishes t o file a third amende d c omplaint to add cla ims for fraudulent inducement and aiding and abetti ng breac hes of fiduciary duty agains t both existing d efendants and previously dismissed ones. To achieve this, he pursues two paths under Rule 15. He moves to amend his complaint either pre -trial under Rule 15(a), or to conform it to evidence he hopes to adduce at trial under Rule 15(b). A. Leave to Amend Under Rule 15(a) First, Katta seeks to file a th ird amended complaint before trial. Court of Chancery Rule 15(a) provides that l eave to amend a pleading should be “ freely give[n]... when justice so requires.” 13 The rule embodies a preference that d isputes “be decided on their merits.” 14 As such, le ave to amend should be granted unles s the non- movant shows “ undue p rejudice, undue delay, bad faith, dilatory motive or futility of amendment. ” 15 “P rejudice to the nonmoving party is the touchsto ne for 13 Ct. Ch. R. 15(a). 14 Cypress Assocs., LLC v. Sunnyside Cogen eration Assocs. Proje ct, 2 007 WL 148754, at *18 (Del. Ch. Jan 17, 2007). 15 Cantor Fitzgeral d, L.P. v. Cantor, 1999 WL 4 13394, at *2 (Del. Ch. June 15, 1999).

C.A. No. 2022-1 045-LWW February 27, 2026 Page 5 of 10 the denial of a n ame ndment.” 16 Whether to grant leave t o am end is “addressed to the discreti on of the tria l court.” 17 Katta asserts that h e learned late in t he discovery process that the defendants fraudulently ind uced him into signing the Merger Agreeme nt. 18 They did so, he alleges, by concealing plans to assert pre meditated objections about the earnout, to terminate him sh ortly aft er closing, an d to withhold resources from Saama. 19 To excuse h is dela y, Katta maintains that th ough the Investme nt Commi ttee mem o wa s produced in June 2025, he d id not review it until pre paring for depositions in October. 20 This is t he epitome of undue de lay. By Katta’s o wn admiss ion, he “rea lized” the basis for the fra ud claim by October 2025 at the l atest. 21 Yet he allowed the November fact discovery deadline to pass and waited until the eve of trial to formally seek leave to amend. All the while, as the Manning Report and pre -trial filings show, he was pre paring to pursue a fraud t heory at trial. In fact, Katta’s co unsel conce ded 16 Whittingto n v. Dragon G p. L.L. C., 2011 W L 497612, at *6 (Del. Ch. Feb. 11, 2011) (citation omitted). 17 Bokat v. Getty Oil Co., 262 A.2d 246, 25 1 (Del. 1970). 18 See Mot. ¶ 2. 19 Mot. ¶ 2. 20 Id. ¶ 10. 21 Id.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 6 of 10 that they were “waiting to pull t he trigger on a fraud claim as l ong as [they] could.” 22 Such strategic delay is impr oper. 23 If th e complaint were amended, the resulting prejudice to the defendants would be severe. Unlike the existing claims, a fra ud claim require s proof of knowingly false statements, scienter, and justifia ble reliance. 24 Permitting Katta to plead a fraud claim now would deprive the defendants of the opportunity to test it through motions practice under the heightened plea ding standard o f Rule 9(b). It would also bar them f rom taking discovery on t he elements of the fraud theor y, such as probing Kat ta’s reliance throug h further de position questioni ng. The prejudice is compounded by Katta’s request to assert the cl aims against the “C arlyle Investors.” 25 These parties were dism issed fr om the suit with preju dice in November 2025. 26 It is u nreasonable to expect parties wh o have extrac ted 22 Opp’n ¶ 11 (citation omitted); Tr. of Feb. 24, 2026 Pretrial Conference (Dkt. 426) 25 (defense counsel quoti ng Katta’s counsel at a motion to strike hearing). 23 See Those Ce rtain Underwriters at Lloyd ’ s, London v. Nat ’ l Installment Ins. Servs., Inc., 2008 WL 2133417, at *8-9 (Del. Ch. May 21, 2008) (denying amendment where “ inexcusable ” delay was “ purposef ul ”). 24 See Stephenson v. Cap ano Dev., Inc., 462 A.2d 1069, 10 74 (Del. 198 3). 25 The Carlyle Investors consist of Cap Growt h II, LLC, Carlyle Part ners VIII, L.P., and Carlyle Partners Growt h, L.P. See Opp’n ¶ 3. 26 Dkt. 283.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 7 of 10 themselves from this litigation to defend against n ew claims seeking hundre ds of millions of dollars in damage s on two day s’ notice. B. Leave to Amend Under Rule 15(b) Second, Katta seeks to conform the pleadings to the evidence under Court of Chancery R ule 15(b). 27 The rule permits amendment if, “at trial,” a par ty objec ts that e vidence is outside the pleadings, provided t he amendme nt aids in present ing the merits a nd the objectin g p arty fails t o show prejudice. 28 Under Rul e 15(b)(1), “[i]f, at trial, a party o bjects that evidence is not within the issues raised in the pleadings, the court may permit the pleadi ngs to be amended. ” 29 In that case, leave to amend should be “freely permi t[ted] . . . wh en doing so will aid in prese nting the merits and the objecting party fails to satisfy the Court that the evidence would prejudice tha t party’s action or defense on the mer its. ” 30 Under Rule 15(b)(2), i f an unpleaded issue is “tried with the parties’ express or implied con sent,” it is “treate d 27 Mot. ¶ 21. 28 Ct. Ch. R. 15(b). 29 Ct. Ch. R. 15(b) (1). 30 Id.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 8 of 10 in all respects as if raised in the pleadings.” 31 As with Rule 15(a), whether to grant leave to amen d under Rule 1 5(b) rests within the court’s so und discretion. 32 Katta’s reliance on Rule 15(b) is proced urally improper and substantively flawed. By its tex t, the rule appl ies only during tria l or after trial whe n an issue has been tried by c onsent. 33 We are n ot yet at tri al. Re gardless, using a Rule 15(b) motion to a ssert entirely n ew claims is disfavored. 34 The rule is designed “to correct the theory of a n existing cla im and not to assert ne w and different c laims.” 35 Katta attempts to bridge this gap by arguing that the evidence supporting his fraud clai m is a “subset” of the evidence sup porting hi s long -pleaded contra ct claims. 36 But implie d consent to try an unpleaded issue canno t be inferred mere ly because evidence relevant to a p roperly pleaded claim also tends to prove an unpleaded fact. 37 Because the Investment Committee memo and related communicati ons are relevant to the exist ing breach of contrac t and fiduciary duty 31 Ct. Ch. R. 15(b)(2). 32 See Bellanca Corp. v. Be llanca, 1 69 A.2d 620, 622 -23 (Del. 19 61). 33 Ct. Ch. R. 15(b); see Opp’n ¶ 29. 34 See Zutrau v. Jansing, 2014 WL 690 1461, at *3 (Del. Ch. Dec. 8, 2014), aff’d, 123 A.3d 938 (Del. 2015). 35 Id. 36 Mot. ¶ 3. 37 See Vichi v. Koninklijk e Philips Elecs., N. V., 85 A.3d 7 25, 760 (Del. Ch. 2014).

C.A. No. 2022-1 045-LWW February 27, 2026 Page 9 of 10 claims, the defendants lacked fair notice that an unpleaded fraud c laim wa s being tried. 38 The Manning Report’s vague reference to counsel “considering a fraud claim,” served just weeks before trial, did not c ure the lack of notice. 39 The same prejudice addressed above regarding Rule 15(a) would also r esult if a Rule 15(b) motion were gra nted. 40 To preempt any confusion at trial, I will make the evidentiary boundaries clear. Ev idence regardin g the pre-merger In vestment Comm ittee memo s may be relevant to demonstrating the defendants’ intent or motive behind the February 2022 earnout ob jection. Its introd uction for that limi ted purpose, h owever, will not constitute implied consent to try unpleaded claims for fraudulent inducement or aiding and abetting. Katta’s counsel must focus their presentatio n on the properly pleaded claims. I will not expect the defendants’ counsel to lodge a continuing objection every time evidence potentially touching upon fraud or aiding and abetting is adduced. 38 See id. 39 See Zut rau, 2014 WL 6901461, at * 7 (“Pleadings are intended to provide fair notice to the opposing party of the legal and factual the ories and claims to be litigated.”). 40 See supra Section II.A.

C.A. No. 2022-1 045-LWW February 27, 2026 Page 10 of 10 III. CONCLUSIO N For the foregoing reasons, Katta’s motion to conform the pleadings or for leave to ame nd is de nied. Trial will proceed as scheduled on the cla ims and a gainst the parties curr ently before the co urt. IT IS SO ORDERED. Sincerely your s, /s/ Lori W. W ill Lori W. Will Vice Chancell or