Common use of CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION Clause in Contracts

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI TUCC has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for TUCC mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSITUCC’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI TUCC shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.14.1; b) CSI ▇▇▇▇▇▇▇▇▇▇ has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.35.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11¶¶ 1.11 and 1.12. 9.2 10.2 If all conditions specified in ¶ 9.1 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel mutually agree in writing to proceed with the Settlement Agreement10.4. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel ▇▇▇▇▇▇▇▇▇▇’▇ Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 ¶¶ 7.1 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI ▇▇▇▇▇▇▇▇▇▇ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation. All remaining funds shall be returned to ▇▇▇▇▇▇▇▇▇▇ and/or its agent(s) or designee(s) as may be appropriate.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 7.1 The Effective Date of the settlement this Settlement shall be conditioned on the occurrence of all of the following events: (a) the Settlement Fund has been paid or caused to be paid as required by ¶¶ 2.1 and 2.2 hereof; (b) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by ¶ 3.13.1 hereof; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; (c) the Court has entered the Judgment granting final approval to the settlement as set forth hereinJudgment; and (d) the Judgment has become Final, as defined in ¶ 1.111.14 hereof. 9.2 7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 hereof, any and all remaining interest or right of the Defendants, or any one of them, in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶ 9.1 7.1 hereof are not satisfiedmet, then the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 7.4 hereof unless Proposed Settlement Class Lead Counsel and CSI’s counsel for the Defendants mutually agree in writing to proceed with the Settlement AgreementAgreement and the Settlement. 9.3 Within seven 7.3 Unless otherwise ordered by the Court, in the event the Settlement shall terminate, or be canceled, or shall not become effective for any reason, then within ten (710) business days after written notification of such event is sent by counsel for the Opt-Out DateDefendants to the Escrow Agent and in accordance with the terms of ¶ 2.11 hereof, the Claims Administrator Settlement Fund (including accrued interest), less any expenses and costs reasonably and actually incurred pursuant to the terms of this Settlement Agreement, shall furnish be refunded by the Escrow Agent to Proposed the entity which deposited the Settlement Class Counsel Fund pursuant to written instructions from that entity. At the request of counsel for the Defendants, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to CSI’s written direction from counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)Defendants. 9.4 7.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are is not approved by the Court or the settlement Settlement set forth in the Settlement Agreement is terminated or fails to become effective in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by Action as of the Court so as day prior to avoid prejudice to any Settling Party or Settling Party’s counselthe signing of the Settlement Agreement. In such event, and (b) the terms and provisions of the Settlement Agreement Agreement, except as provided herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation this Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, expenses, and/or service awards expenses and interest awarded by the Court to Lead Counsel shall constitute grounds for cancellation or termination of the Settlement. 7.5 If the Effective Date does not occur, or if the Settlement Agreementis terminated pursuant to its terms, neither Plaintiff nor Lead Counsel (or other plaintiff’s counsel), shall have any obligation to repay any amounts actually and properly disbursed for notice costs pursuant to ¶ 2.7. FurtherIn addition, notwithstanding any statement expenses already incurred and properly chargeable pursuant to ¶ 2.7 hereof at the time of such termination or cancellation, but which have not been paid, shall be paid by the Escrow Agent in this accordance with the terms of the Settlement Agreement prior to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice balance being refunded in accordance with ¶¶ 2.11 and 7.3 hereof. 7.6 Each Defendant contributing to the Settlement ClassFund warrants that, Claims Administrationas to the payments made by or on its behalf, at the time of such payment that the Defendant was not insolvent, nor did nor will the payment required to be made on its behalf render such Defendant insolvent, within the meaning of and/or for the purposes of the United States Bankruptcy Code, including U.S.C. §§ 101 and 547 thereof. 7.7 If a case is commenced under Title 11 of the United States Code (Bankruptcy) in respect to any Defendant that has made a transfer to the Settlement Fund, or a trustee, receiver or conservator is appointed for such Defendant under any similar law, and Dispute Resolution in the event of the entry of a final order of a court of competent jurisdiction determining that Defendant’s transfer to the Settlement Fund to be a preference, voidable transfer, fraudulent transfer or similar transaction, and such Settlement Fund is still held in escrow and is required to be returned, then, at the election of Lead Plaintiff, the Parties shall jointly move the Court to vacate and set aside the releases given and Judgment entered in favor of the Defendants pursuant to ¶ 2.11 above this Settlement Agreement, which releases and Judgment shall notbe null and void, at and the Settlement shall be terminated, and the Parties shall be restored to their respective positions in the Action and any time, seek recovery of same from any other party to amounts in the Litigation or from counsel to any other party to the LitigationSettlement Fund shall be returned as provided herein.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Defendant has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Defendant mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSIDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 6.1 The Effective Date of the settlement this Stipulation shall be conditioned on the occurrence of all of the following events: a) a. Court approval of the Court has entered method of providing Notice, substantially in the Order forms of Preliminary Approval Exhibit C and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1Exhibit D attached hereto; b) CSI has not exercised its option to terminate b. Dissemination of the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement Notice as set forth in ¶¶3.3 and 3.4; c. Entry of the Judgment, substantially in the form of Exhibit E attached hereto, approving the Settlement without awarding costs to any party, except as provided herein; d. The payment into escrow of the Fee and Expense Amount in accordance with ¶¶4.2 and 4.3; and d) e. The passing of the date upon which the Judgment has become becomes Final, as defined in ¶ 1.11. 9.2 6.2 If all any of the conditions specified above in ¶ 9.1 hereof ¶6.1 are not satisfiedmet, the Settlement Agreement then this Stipulation shall be canceled and terminated subject to ¶ 9.4 ¶6.3, unless Proposed Settlement Class Counsel and CSI’s counsel for the Settling Parties mutually agree in writing to proceed with the Settlement Agreementthis Stipulation. 9.3 Within seven (7) days after 6.3 If for any reason the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement Effective Date does not occur or the releases set forth in paragraphs 6.1Judgment does not become Final, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement if this Stipulation is canceled or terminated in accordance with its terms, : (i) the all Settling Parties shall be restored to their respective positions in the Litigation Action that existed immediately prior to the date of execution of this Stipulation; (ii) the Stockholders shall seek dismissal of the Action; (iii) all releases delivered in connection with this Stipulation shall be null and void; (iv) the Fee and Expense Amount shall jointly request that all scheduled litigation deadlines be reasonably extended by immediately releasable to the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and payor; (bv) the terms and provisions of the Settlement Agreement this Stipulation (other than those set forth in ¶¶1.1-1.27, 6.2-6.3, and 7.3-7.4 hereof) shall have no further force and or effect with respect to the Settling Parties and shall not be used in connection with the Litigation Demand, the Action, or in any other proceeding for any purpose; and (vi) all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission by a Settling Party of any judgment act, matter, or order entered by proposition, and shall not be used in any manner for any purpose (other than to enforce the Court terms remaining in accordance force) in connection with the terms of Litigation Demand, the Settlement Agreement shall be treated as vacatedAction, nunc pro tunc. Notwithstanding or in any statement in this Settlement Agreement to the contrary, no other action or proceeding. 6.4 No order of the Court concerning the Fee and Expense Amount or the Service Awards or any interest awarded by the Court to Stockholders' Counsel, nor any modification or reversal on appeal of any such order reducing of the amount of attorneys’ feesCourt, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. FurtherStipulation, notwithstanding any statement in this Settlement Agreement to affect the contraryenforceability of the Stipulation, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to delay or preclude the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same Judgment from any other party to the Litigation or from counsel to any other party to the Litigationbecoming Final.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing publishing of Notice notice of a Final Fairness Hearing, Hearing as required by ¶ 3.1; (b) CSI has the Defendants have not exercised its their option to terminate the Settlement Agreement pursuant to ¶ 4.3; (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and (d) the Judgment has become Final, Final as defined in ¶ 1.11. 9.2 If all any of the conditions specified in ¶ 9.1 hereof are is not satisfied, the Settlement Agreement shall be canceled cancelled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for the Defendants mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s the Defendants’ counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI the Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Defendant has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Defendant mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) 10 days after the Opt-Out Date, the Claims Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to CSIDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards incentive award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims and Settlement Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 11.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval Order and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.19.1; b) CSI BioPlus has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.111.14. 9.2 11.2 If all conditions specified in ¶ 9.1 11.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 11.4 unless Proposed Settlement Class Counsel and CSIBioPlus’s counsel Counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 11.3 Within seven (7) days after the Opt-Out Date, the Claims Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to CSIBioPlus’s counsel Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 11.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1¶¶ 7.1, 6.27.2, and 6.3 7.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards costs and expenses shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI BioPlus shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 Class above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the This settlement shall be conditioned on the occurrence of all of the following events:following (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; (b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement and dismissed the Litigation with prejudice as set forth herein; and; d(c) the Judgment has become Final, as defined in ¶ 1.111.5; and (d) IHG has not exercised its termination rights under ¶ 4.3. 9.2 If all any one of the conditions specified in ¶ 9.1 hereof are is not satisfied, then the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 9.3 hereof, unless Proposed Settlement Lead Class Counsel and CSI’s counsel for IHG mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counselLitigation, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards and expenses awarded hereunder shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI TMH has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSITMH’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSITMH’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI TMH shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 2.4 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI WSU has not exercised its their option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.111.7. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s Defendants’ counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI WSU shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 2.4 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Nebraska Medicine has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Nebraska Medicine mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s Nebraska Medicine's counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s 's counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ ' fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Nebraska Medicine shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a(i) the Court has entered the Order of Preliminary Approval and Publishing publishing of Notice notice of a Final Fairness Hearing, Hearing as required by ¶ 3.1; b(ii) CSI Nucor has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c(iii) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d(iv) the Judgment has become Final, Final as defined in ¶ 1.11. 9.2 If all any of the conditions specified in ¶ 9.1 hereof are is not satisfied, the Settlement Agreement shall be canceled cancelled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Nucor mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSINucor’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Nucor shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above dispute resolution, and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1. The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1Order; (b) CSI Cigna has paid the Settlement Amount; (c) Cigna have not exercised its their option to terminate the Settlement Agreement pursuant to ¶ 4.3¶10.3 hereof; c(d) the Court has entered the Judgment granting final approval Judgment, or a judgment substantially in the form of Exhibit C attached hereto, following notice to the settlement Settlement Class and the Settlement Hearing, as set forth hereinprescribed by Rule 23 of the Federal Rules of Civil Procedure; and d(e) the Judgment has become Final, as defined in ¶ 1.11¶1.11 hereof. 9.2 10.2. If all the conditions specified in ¶ 9.1 ¶10.1 hereof are not satisfiedmet, then the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 ¶¶10.4-10.8 hereof unless Proposed Settlement Class Plaintiff’s Counsel and CSI’s counsel for Cigna mutually agree in writing to proceed with the Settlement AgreementSettlement. 9.3 Within seven 10.3. Cigna shall have the right to withdraw and terminate the Settlement and render it null and void in the event that 500 Persons who would otherwise be Settlement Class Members timely and validly Opt Out pursuant to ¶8. 1. If Cigna choose to terminate the Agreement, they will deliver notice of the termination to the other Parties no later than five (75) calendar days prior to the Final Approval Hearing, or by such later date as shall be agreed upon in writing as between Plaintiff’s Counsel and Cigna’s counsel. 10.4. Each of the Parties shall have the right to terminate the Settlement and this Agreement by providing written notice of their election to do so to all other parties hereto within thirty (30) calendar days of: (a) the Court’s declining to enter the Preliminary Approval Order in any material respect; (b) the Court’s refusal to approve this Agreement or any material part of it, including but not limited to failing to approve the Total Settlement Fund; (c) the Court’s declining to enter the Judgment in any material respect; or (d) the date upon which the Judgment is modified or reversed in any material respect by the Court, Court of Appeals, or Supreme Court. 10.5. If, before the Settlement becomes Final, Cigna files for protection under the Bankruptcy Code, or any similar law, or a trustee, receiver, conservator, or other fiduciary is appointed under bankruptcy, or any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of money or any portion thereof to the Escrow Agent by Cigna to be a preference, voidable transfer, fraudulent transfer or similar transaction and any portion thereof is required to be returned to Cigna out of the Escrow Account, and such amount is not promptly placed in the Escrow Account by others, then, at the election of Plaintiffs, the Parties shall jointly move the Court to vacate and set aside the Judgment, including the releases pursuant thereto, and the Settlement and this Agreement shall terminate. 10.6. Unless otherwise ordered by the Court, in the event this Agreement is not approved or this Agreement or the Settlement is terminated, or canceled, or the Effective Date otherwise fails to occur for any reason, including, without limitation, in the event the Judgment is reversed or vacated or materially altered following any appeal taken therefrom, or is successfully collaterally attacked, within ten (10) business days after written notification of such event is sent by Cigna’s counsel or Plaintiff’s Counsel to the Opt-Out DateEscrow Agent, the Claims Administrator Total Settlement Fund, less Taxes, Tax Expenses and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶3.5 and 4 hereof, or are chargeable to the Total Settlement Fund pursuant to ¶¶3.5 and 4 hereof, shall furnish be refunded by the Escrow Agent to Proposed Cigna. Such refunds shall be pursuant to written instructions from Cigna’s counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Total Settlement Class Counsel Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)same Persons in the same manner as the Total Settlement Fund described in this ¶10.6. Such payments shall be pursuant to written instructions from Cigna’ counsel. 9.4 10.7. In the event that the Settlement this Agreement is not approved or this Agreement or the releases set forth in paragraphs 6.1Settlement is terminated, 6.2canceled, and 6.3 above are not approved by the Court or the settlement set forth in Effective Date otherwise fails to occur for any reason, the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in as of the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by date upon which the Court so as to avoid prejudice to any Settling Party or Settling Party’s counselfinal party signs this Settlement Agreement. In such event, and (b) the terms and provisions of the Settlement Agreement Agreement, with the exception of ¶¶1, 3.13.3-4.3, 5.5, 9.3, 9.4, 10.4, 10.6, 10.8, 11.6, and 11.12 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation ▇▇▇▇▇▇▇▇▇ Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement this Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the amount Court concerning the Plan of attorneys’ fees, costs, expenses, and/or service awards Allocation or any Fee and Expense Award shall operate to terminate or cancel this Agreement or constitute grounds for cancellation or termination of this Agreement. 10.8. If the Settlement AgreementEffective Date does not occur, or if this Agreement is terminated pursuant to its terms, neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶3.5 and 4. FurtherIn addition, notwithstanding any statement amounts already incurred pursuant to ¶¶3.5 or 4 hereof at the time of such termination or cancellation but which have not been paid shall be paid by the Escrow Agent in accordance with the terms of this Settlement Agreement prior to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigationbalance being refunded in accordance with ¶10.6 hereof.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 8.1 The Effective Date of the settlement Stipulation shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by ¶ 3.1¶4.1 hereof; (b) CSI the Settlement Amount has been deposited by Defendants or their insurers into the Escrow Account maintained by the Escrow Agent, as required by ¶2.1 hereof; (c) Plaintiffs and Defendants have not exercised its their option to terminate the Settlement Agreement Stipulation pursuant to ¶ 4.3¶¶8.3-8.4 hereof; c(d) the Court has entered the Judgment granting final approval Judgment, in the form of Exhibit B attached hereto, or such other substantially similar form mutually agreed to by the settlement as set forth hereinParties; and d(e) the Judgment has become Final, as defined in ¶ 1.11¶1.13 hereof. 9.2 8.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all remaining interest or right of Defendants or their insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in ¶ 9.1 ¶8.1 hereof are not satisfiedmet, then the Settlement Agreement Stipulation shall be canceled and terminated subject to ¶ 9.4 ¶8.3 hereof unless Proposed Settlement Class Co-Lead Counsel and CSI’s counsel for Defendants mutually agree in writing to proceed with the Settlement AgreementStipulation. 9.3 Within seven 8.3 Plaintiffs and each of the Defendants shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so (7“Termination Notice”) to all other Parties hereto within thirty (30) calendar days after of: (a) a final order of the Court refusing to enter the Notice Order in any material respect; (b) a final order of the Court refusing to approve the Settlement or any material part thereof; (c) a final order of the Court refusing to enter the Judgment in any material respect as to the Settlement; (d) the date upon which the Judgment is reversed or vacated or altered in any material respect as to the Settlement following any appeal taken therefrom, or is successfully collaterally attacked; or (e) the failure of the Effective Date to occur for any reason. However, any decision or proceeding, whether in this Court or any appellate court, with respect to the Fee or Expense Application or with respect to any plan of allocation shall not be considered material to the Settlement, shall not affect the finality of any Judgment and shall not be grounds for termination of the Settlement. For avoidance of doubt, Defendants shall deem any decision, ruling, or order that purports to materially limit the scope of the Released Plaintiffs’ Claims or the Released Defendant Parties to constitute a material change for the purposes of the foregoing. 8.4 The Company shall have the option to terminate the Settlement in the event that Persons, who otherwise would be Members of the Settlement Class timely choose to exclude themselves from the Settlement Class in accordance with the provisions of the Notice Order and Notice given pursuant thereto, purchased more than a certain number of shares of Oak Street Health common stock during the Class Period (“Opt-Out Threshold”), as set forth in a separate confidential agreement (the “Supplemental Agreement”) executed between Co-Lead Counsel and the Company’s counsel, which is incorporated by reference into this Stipulation. The Parties shall not file the Supplemental Agreement with the Court unless instructed to do so by the Court, in which case they shall seek to file the Supplemental Agreement under seal or to provide it to the Court in camera, and request that the Court afford it confidential treatment. The Opt-Out Threshold may be disclosed to the Court for purposes of approval of the Settlement, as may be required by the Court, but such disclosure shall be carried out to the fullest extent possible in accordance with the practices of the Court so as to maintain the Opt-Out Threshold as confidential. 8.5 If, before the Settlement reaches its Effective Date, any Defendant files for protection under the Claims Administrator Bankruptcy Code or any similar law or a trustee, receiver, conservator, or other fiduciary is appointed under Bankruptcy, or any similar law, and in the event of the entry of a Final order of a court of competent jurisdiction determining the transfer of money or any portion thereof to the Settlement Fund by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent transfer, or similar transaction and any portion thereof is required to be returned, and such amount is not promptly deposited into the Settlement Fund by others, then, at the election of Plaintiffs, the Parties shall furnish jointly move the Court to Proposed vacate and set aside the release given and the Judgment entered in favor of that Defendant and that Defendant and Plaintiffs and the members of the Settlement Class Counsel shall be restored to their litigation positions as of May 16, 2024. All releases and the Judgment as to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)other Defendants shall remain unaffected. 9.4 8.6 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, then within thirty (30) calendar days after written notification of such event is sent by counsel for Defendants or Co-Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less any Notice and Administration Costs incurred pursuant to ¶2.7 and paid from the Settlement Fund and Taxes and Tax Expenses that have been paid pursuant to ¶2.8 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from counsel for Defendants. 8.7 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are Stipulation is not approved by the Court or the settlement Settlement set forth in the Settlement Agreement Stipulation is terminated or fails to become effective in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so Action as to avoid prejudice to any Settling Party or Settling Party’s counselof May 16, and (b) 2024. In such event, the terms and provisions of the Settlement Agreement Stipulation, with the exception of ¶¶2.7-2.9, 8.3-8.4, 8.6- 8.7, 9.3 and 9.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation this Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the amount Court concerning the Plan of attorneys’ fees, costs, expenses, and/or service awards Allocation or any Fee and Expense Award shall constitute grounds for cancellation or termination of the Settlement AgreementStipulation. 8.8 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither the Plaintiffs nor Co-Lead Counsel shall have any obligation to repay any amounts actually and properly disbursed for Notice and Administration Costs and Taxes and Tax Expenses pursuant to ¶¶2.7-2.8 hereof. FurtherIn addition, notwithstanding any statement expenses already incurred and properly chargeable pursuant to ¶2.7 hereof at the time of such termination or cancellation, but which have not been paid, shall be paid by the Escrow Agent in this Settlement Agreement accordance with the terms of the Stipulation prior to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, balance being refunded in accordance with ¶¶2.9 and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation8.6 hereof.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1. Plaintiffs, on behalf of the Settlement Class, and Defendants shall each have the right to terminate the Settlement and Stipulation by providing written notice of his or its election to do so (“Termination Notice”) to all other Parties within seven Business Days of: (i) entry of a Court order declining to enter the Preliminary Approval Order in any material respect; (ii) entry of a Court order refusing to approve this Stipulation in any material respect; (iii) entry of a Court order declining to enter the Final Judgment in any material respect; (iv) entry of a Court order refusing to dismiss the Action with prejudice; (v) entry of an order by which the Final Judgment is modified or reversed in any material respect by any appeal or review; or (vi) failure on the part of any Party to abide, in material respect, with the terms of this Stipulation. In the absence of any of the events enumerated in the preceding sentence, ¶10.2, ¶ 10.5, or ¶ 10.6, no Party shall have the right to terminate the Stipulation for any reason. 10.2. If the Settlement Amount is not paid into the Escrow Account in accordance with ¶ 2.1 of this Stipulation, then Plaintiffs, on behalf of the Settlement Class, shall have the right to: (a) terminate the Settlement and Stipulation by providing written notice to Defendants at any time prior to the Court’s entry of the Final Judgment; or (b) enforce the terms of the Settlement and this Stipulation and seek a judgment effecting the terms herein. 10.3. The Effective Date of the settlement this Stipulation (“Effective Date”) shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs, and it shall be the date upon which the last in time of the following events occurs: (a) Defendants have not exercised their option to terminate the Settlement pursuant to ¶ 10.5; (b) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, Order attached hereto as required by ¶ 3.1Exhibit A or an order containing materially the same terms; b(c) CSI the sum of $1,000,000 has not exercised its option to terminate been paid into the Settlement Agreement pursuant to ¶ 4.3;Escrow Account, as c(d) the Court has approved the Settlement, following notice to the Settlement Class and the Settlement Hearing, and has entered the Judgment granting final approval to the settlement as set forth herein; andFinal Judgment; d(e) the Final Judgment has become Final, Final as defined in ¶ 1.111.16; and (f) the Action has been dismissed with prejudice. 9.2 If 10.4. Upon the occurrence of the Effective Date, any and all conditions specified interest or right of Defendants or the Insurers in ¶ 9.1 hereof are not satisfied, or to the Settlement Agreement Fund, if any, shall be canceled absolutely and terminated subject forever extinguished, except as set forth in this Stipulation. 10.5. If prior to ¶ 9.4 unless Proposed Final Judgment, Persons who otherwise would be Settlement Class Counsel and CSI’s counsel mutually agree in writing to proceed Members have filed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel Court valid and to CSI’s counsel a complete list of all timely and valid requests for exclusion (from the 10.6. Defendants shall not have the “Opt-Out List”)right to terminate the Stipulation if the Settlement Amount is not paid pursuant to ¶ 2.1. None of the Parties, or any of them, shall have any obligation whatsoever to proceed under any terms other than those provided for and agreed herein. If any Party engages in a material breach of the terms hereof, any other Party, provided that he, she, or it is in substantial compliance with the terms of this Stipulation, may terminate this Stipulation on notice to all the Parties. Additionally, if Defendants do not timely pay the Settlement Amount, Plaintiffs, at their sole discretion, may file a motion to enforce the Stipulation and payment of the Settlement Amount or terminate the Settlement. 9.4 10.7. In the event that the Settlement Agreement Stipulation shall terminate, or be canceled, or shall not become effective for any reason, the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation Action immediately prior to April 19, 2021, and they shall jointly request proceed in all respects as if the Stipulation had not been executed and the related orders had not been entered, and in that all scheduled litigation deadlines be reasonably extended event all 10.8. In the event that the Stipulation is not approved by the Court so as or the Settlement set forth in this Stipulation is terminated or fails to avoid prejudice to any Settling Party or Settling Party’s counselbecome effective in accordance with its terms, and (b) the terms and provisions of the Settlement Agreement this Stipulation, except as otherwise provided herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement this Stipulation shall be treated as vacated, nunc pro tunc. 10.9. Notwithstanding In the event the Stipulation shall be terminated, or be canceled, or shall not become effective for any statement reason, within seven Business Days (except as otherwise provided in this the Supplemental Agreement) after the occurrence of such event, the Settlement Agreement Fund (less taxes already paid and any Administrative Costs which have either been disbursed or are determined to be chargeable) shall be refunded by the Escrow Agent to the contraryInsurers and IGC, no in proportion to their contribution to the Settlement Fund, plus accrued interest attributable to that amount by check or wire transfer pursuant to written instructions from the Insurers. At the request of IGC or the Insurers, the Escrow Agent or their designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, to IGC or the Insurers pursuant to written direction from the Insurers. 10.10. No order of the Court or modification or reversal on appeal of any order reducing of the amount Court concerning the Plan of attorneys’ fees, costs, expenses, and/or service awards Allocation or the Fee and Expense Application shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the LitigationStipulation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing published notice of Notice of a the Final Fairness Hearing, as required by ¶ Paragraph 3.1; b) CSI Luxottica has not exercised its option to terminate the Settlement Agreement pursuant to ¶ Paragraph 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11Paragraph 1.15. 9.2 If all conditions specified in ¶ Paragraph 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ Paragraph 9.4 unless Proposed Settlement Class Interim Lead Counsel and CSILuxottica’s counsel Counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) ten days after the Opt-Out Date, the Claims Settlement Administrator shall furnish to Proposed Settlement Class Interim Lead Counsel and to CSILuxottica’s counsel Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)exclusion. 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs Paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Luxottica shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Class and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above Administration and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ { 3.1; b) CSI has Defendants have not exercised its their option to terminate the Settlement Agreement pursuant to ¶ { 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ { 1.11. 9.2 If all conditions specified in ¶ { 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ { 9.4 unless Proposed Co-Lead Settlement Class Counsel and CSI’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Co-Lead Settlement Class Counsel and to CSI’s Defendants’ counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service incentive awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 { 2.4 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 6.1 The Effective Date of the settlement Stipulation shall be conditioned on the occurrence of all of the following events: (a) the Court Board has entered approved the Order Settlement and each of Preliminary Approval and Publishing its terms as in the best interests of Notice of a Final Fairness Hearing, as required by ¶ 3.1Ixia; (b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3;entry by the Court of the Final Order and Judgment; and (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Final Order and Judgment has become Final, as defined in ¶ 1.11. 9.2 6.2 If all any of the conditions specified in ¶ 9.1 hereof 6.1 are not satisfiedmet, then the Settlement Agreement Stipulation shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.26.3, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation Action as of the Execution Date, unless Plaintiffs’ Counsel and counsel for the Defendants mutually agree in writing to proceed with the Stipulation. 6.3 If for any reason the Effective Date of the Stipulation does not occur, or if the Stipulation is in any way canceled or terminated or if the judgment specified in ¶ 6.1(c) is successfully attacked collaterally, then the payments to Plaintiffs’ Counsel pursuant to Section 5, and any and all interest accrued thereon since payment, shall be returned to Ixia, its designee, and/or its successors within ten (10) business days of said event. 6.4 In the event that the Stipulation is not approved by the Court, or the Settlement is terminated for any reason, the Parties shall be restored to their respective positions as of the Execution Date, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Parties, shall not be deemed or construed to be an admission by any of the Parties of any act, matter, or proposition, and shall jointly request that all scheduled litigation deadlines not be reasonably extended by used in any manner for any purpose in any subsequent proceeding in the Court so as to avoid prejudice to Action or in any Settling Party other action or Settling Party’s counselproceeding. In such event, and (b) the terms and provisions of the Settlement Agreement Stipulation, with the exception of ¶¶ 1.1-1.30, 6.2-6.4, 8.4, 8.6 and 8.8-8.12 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order orders entered by the Court in accordance with the terms of the Settlement Agreement Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Startek has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Startek mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSIStartek’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or Agreement, the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above 6.3, or the definitions in paragraphs ¶¶ 1.20, 1.21, and 1.28 are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Startek shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation. Notwithstanding the above, if one or more of the releases and definitions in ¶¶ 1.20, 1.21, 1.28, 6.1, 6.2 and 6.3 are not approved by the Court as written, Class Counsel and Startek’s counsel can mutually agree in writing to proceed with the Settlement Agreement.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement this Settlement Agreement shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs and shall be the date upon which the last (in time) of the following events occurs: (a) the The Parties and their counsel have executed this Agreement; (b) The Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1Order; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; (c) the The Court has entered an order finally approving the Judgment granting final approval Agreement, following Notice to the settlement as set forth hereinSettlement Class, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) the The Final Judgment has become Final, as defined above, or, if the Court enters an order and final judgment in ¶ 1.11a form other than that provided above (“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment becomes Final. 9.2 If some or all of the conditions specified in ¶ Section 9.1 hereof are not satisfiedmet, or in the event that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 Section 6.1 unless Proposed Settlement Class Counsel and CSIDefendant’s counsel Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the Settlement terms hereof and fails to cure such material breach within thirty (30) days of notice, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all of the Parties. 9.3 Within seven (7) days after If this Agreement is terminated or fails to become effective for the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases reasons set forth in paragraphs Sections 6.1, 6.29.1, and 6.3 above are not approved by or 9.2 above, the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so Action as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to date of the Settling Parties and shall not be used in the Litigation signing of this Agreement. In such event, any Final Judgment or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement this Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement , and the Parties shall be returned to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement status quo ante with respect to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the LitigationAction as if this Agreement had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Texas ENT has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.11. 9.2 If all conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel for Texas ENT mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSITexas ENT’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI Texas ENT shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 9.1. The Effective Date of the settlement shall be conditioned on the occurrence of first business day after all of the following eventsconditions have occurred: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by ¶ 3.1; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in ¶ 1.111.12. 9.2 9.2. If all of the conditions specified in ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSIHII’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after 9.3. In addition to the Opt-Out Dategrounds set forth above, Defendant shall have the Claims Administrator shall furnish sole option to Proposed withdraw from and terminate this Settlement in its entirety in the event that 1% or more of the Settlement Class Counsel Members submit valid and timely requests to CSI’s counsel a complete list of all timely and valid requests for exclusion (be excluded from the “Opt-Out List”)settlement. 9.4 9.4. In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the Litigation as if the Agreement had never been entered into (and without prejudice to any of the Parties’ respective positions on the issue of class certification or any other issue) and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall be void and have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, including but not limited to ¶ 9.5, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, attorney’s fees and litigation costs or expenses and/or the service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI HII shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Notice and Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above Administration and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation. 9.5. This Settlement Agreement may be terminated and/or cancelled by any of the Parties if (i) the Court rejects, materially modifies, amends, or changes, or declines to preliminarily approve or finally approve the Settlement Agreement apart from the award of attorney’s fees and expenses and service awards; (ii) an appellate court reverses the Preliminary Approval Order and/or Judgment, and the Settlement Agreement is not reinstated and finally approved without material change by the Court on remand; or (iii) the Court or any reviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the proposed Preliminary Approval Order, the Final Approval Order, the proposed Judgment, the Judgment, or the Settlement Agreement, other than the amount of attorney’s fees and expenses and services awards.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 7.1 The Effective Date of the settlement Stipulation shall be conditioned on the occurrence of all of the following events: (a) the Court has entered contribution to the Order Settlement Fund by the City and ATS as required by ¶ 2.1 hereof; (b) the entry of the Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by ¶ 3.13.1 hereof, by the Court; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; (c) the Court has entered approval of the Judgment granting final approval Settlement by the Court, following notice to the settlement Class and a hearing, as set forth hereinprovided in Rule 1.220 of the Florida Rules of Civil Procedure, and the entry of the Judgment, as defined in ¶ 1.8; and (d) the Judgment has having become Final, as defined in ¶ 1.111.7 hereof, or, in the event that the Court enters a judgment in a form other than that provided above (the “Alternative Judgment”) and which has the consent of the Settling Parties, such Alternative Judgment having become Final. 9.2 7.2 If some or all of the conditions specified in ¶ 9.1 7.1 hereof are not satisfiedmet, or in the event that this Stipulation is not approved by the Court, or the Settlement Agreement set forth in this Stipulation is terminated or fails to become effective in accord with its terms, then this Stipulation shall be canceled and terminated subject to ¶ 9.4 7.4 hereof unless Proposed Settlement Class Lead Counsel and CSI’s counsel for Settling Defendants mutually agree in writing to proceed with the Settlement AgreementStipulation. None of the Settling Parties, or any of them, shall have any obligation whatsoever to proceed under any terms other than those provided for and agreed upon herein. If any Settling Party commits a material breach of the terms of this Stipulation, any other party, provided that it is in substantial compliance with the terms of this Stipulation, may, at its option, seek to have the Court enforce the terms of the Stipulation or terminate the Stipulation on notice to all of the Settling Parties. 9.3 Within seven 7.3 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (75) business days after written notification of such event is sent by counsel for Settling Defendants or Lead Counsel to the Opt-Out DateClaims Administrator, the Settlement Fund (including accrued interest), shall be refunded by the Claims Administrator shall furnish to Proposed Settlement Class the City and ATS in proportion to the amount paid by each pursuant to ¶ 2.1 hereof to Counsel for the City (with respect to amounts paid by the City pursuant to ¶ 2.1 hereof) and counsel for ATS (with respect to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”amount paid by ATS pursuant to ¶ 2.1 hereof). 9.4 7.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are Stipulation is not approved by the Court or the settlement set forth in the Settlement Agreement Stipulation is terminated or fails to become effective in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by as of the Court so as to avoid prejudice to any Settling Party or Settling Party’s counseldate of this Stipulation. In such event, and (b) the terms and provisions of the Settlement Agreement Stipulation, with the exception of ¶¶ 2.5, 2.6, 2.7, 6.3, 6.6, 7.2-7.4, and 8 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the Court concerning the amount of any attorneys’ fees, costs, expenses, and/or service awards fees and costs awarded by the Court to Lead Counsel shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the LitigationStipulation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 6.1 The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: a) A. entry of the Preliminary Approval Order, which shall be in all material respects substantially in the form set forth in Exhibit D hereto; B. the entry by the Court has entered of the Order Final Judgment and Order, which shall be in all material respects substantially in the form of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth hereinExhibit B hereto; and d) C. the Final Judgment has and Order have both become Final, as defined in ¶ 1.11. 9.2 6.2 If all any of the conditions specified in ¶ 9.1 hereof ¶6.1 above are not satisfiedmet, the Settlement Agreement then this Stipulation shall be canceled and terminated subject to ¶ 9.4 unless Proposed Settlement Class Counsel and CSI’s counsel the Parties mutually agree in writing writing, by and through their respective counsel, to proceed with the Settlement Agreementthis Stipulation. 9.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 6.3 In the event that this Stipulation or the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are is not approved by the Court Court, or the settlement set forth in the Settlement Agreement is terminated in accordance with its termsfor any reason, (i) the Settling Parties shall be restored to their respective positions in the Stockholder Derivative Litigation as of the last date before this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Parties, shall not be deemed or construed to be an admission by any Party of any act, matter, or proposition and shall jointly request that all scheduled litigation deadlines not be reasonably extended by used in any manner for any purpose in any subsequent proceeding in the Court so as to avoid prejudice to Stockholder Derivative Litigation or in any Settling Party other action or Settling Party’s counselproceeding. In such event, and (b) the terms and provisions of this Stipulation, with the Settlement Agreement exception of ¶¶1.1-1.24, 6.2, 6.3, 7.6, 7.8, 7.9, 7.10, 7.11, 7.13, 7.15 and 7.16 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Stockholder Derivative Litigation or in any other proceeding for any purpose, and any judgment or order orders entered by the Court in accordance with the terms of the Settlement Agreement this Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ¶ 3.1; b) CSI Bansley has not exercised its their option to terminate the Settlement Agreement pursuant to ¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in ¶ 1.111.12. 9.2 10.2 If all of the conditions specified in ¶ 9.1 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to ¶ 9.4 10.4 unless Proposed Settlement Class Counsel and CSI’s ▇▇▇▇▇▇▇’▇ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to CSI’s ▇▇▇▇▇▇▇’▇ counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, , (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall FILED DATE: 7/11/2022 8:54 PM 2021CH06274 jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI ▇▇▇▇▇▇▇ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 2.6 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 6.1 The Effective Date of the settlement this Stipulation shall be conditioned on the occurrence of all of the following events: a) a. approval of the Court has entered the Order of Preliminary Approval and Publishing of Notice of Settlement at a Final Fairness Hearing, hearing as required by ¶ 3.1Tex. Bus. Org. Code § 21.560(a); b) CSI has not exercised its option to terminate b. entry of the Judgment, in all material respects in the form set forth as Exhibit E annexed hereto, approving the Settlement Agreement pursuant without awarding costs to ¶ 4.3any party, except as provided herein; c) c. the Court has entered payment of the Judgment granting final approval to the settlement as set forth hereinFee and Expense Amount in accordance with paragraphs 4.1-4.2; and d) d. the passing of the date upon which the Judgment has become becomes Final, as defined in ¶ 1.11. 9.2 6.2 If all any of the conditions specified above in ¶ 9.1 hereof paragraph 6.1 are not satisfiedmet, then the Settlement Agreement Stipulation shall be canceled and terminated subject to ¶ 9.4 paragraph 6.3, unless Proposed Settlement Class Counsel and CSI’s counsel for the Settling Parties mutually agree in writing to proceed with the Settlement AgreementStipulation. 9.3 Within seven (7) days after 6.3 If for any reason the Opt-Out DateEffective Date of the Stipulation does not occur, or if the Claims Administrator shall furnish Stipulation is in any way canceled, terminated, or fails to Proposed Settlement Class Counsel and to CSI’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the releases set forth in paragraphs 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated become Final in accordance with its terms, : (ia) the all Settling Parties and Released Persons shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so Action as to avoid prejudice to any Settling Party or Settling Party’s counselof September 23, and 2014; (b) all releases delivered in connection with the Stipulation shall be null and void, except as otherwise provided for in the Stipulation; (c) the Fee and Expense Amount paid to Petitioner’s Counsel shall be refunded and returned within thirty (30) days; and (d) all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission by a Settling Party of any act, matter, or proposition, and shall not be used in any manner for any purpose in any subsequent proceeding in any other action or proceeding. In such event, the terms and provisions of the Settlement Agreement Stipulation shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class, Claims Administration, and Dispute Resolution pursuant to ¶ 2.11 above and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.