IN THE SUPREME COURT OF THE STATE OF DELAWARE

MARTIN T. KNIGHT, § § No. 193, 2016 Plaintiff Below, § Appellant, § Court Below: Court of Chancery § of the State of Delaware v. § § C.A. No. 11355 UPHAM DOWNS H.C., INC., § PETER S. MILLER, AND F. GRIER § WAKEFIELD, JR., § § Defendants Below, § Appellees. § Submitted: October 19, 2016 Decided: November 2, 2016 Before VALIHURA, VAUGHN, and SEITZ, Justices.

ORDER This 2nd day of November, 2016, after careful consideration of the parties’ briefs and the record on appeal, we find it evident that the final judgment of the Court of Chancery should be affirmed on the basis of the court’s order dated April 4, 2016.

NOW, THEREFORE, IT IS ORDERED that the final judgment of the Court of Chancery is AFFIRMED.

BY THE COURT: /s/ Collins J. Seitz, Jr. Justice