Common use of FACTUAL BACKGROUND AND RECITALS Clause in Contracts

FACTUAL BACKGROUND AND RECITALS. 1. On November 17, 2017, Dicha (▇▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ filed a putative class action lawsuit against certain defendants, including Defendants, in the Third Judicial Circuit Court of Illinois, Madison County, alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”) (referred to as the “▇▇▇▇▇▇▇▇ Litigation”). The ▇▇▇▇▇▇▇▇ Litigation was dismissed without prejudice on November 6, 2019. 2. On December 23, 2019, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ filed a putative class action lawsuit against Defendants in the Twentieth Judicial Circuit Court of Illinois, St. Clair County, alleging violations of BIPA. The Litigation was assigned to, and is pending before, the Honorable Judge ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Court”). 3. Thereafter, the Parties engaged in motion practice and extensive discovery in the Litigation. 4. While discovery was ongoing, the Parties participated in a formal, full-day mediation session with the Honorable Judge ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Ret.) of JAMS via Zoom. 5. Following mediation, the parties engaged in months-long, arms’ length negotiations with the assistance of Judge ▇▇▇▇▇▇▇▇. As a result of those negotiations, the Parties reached agreement on the terms of a settlement by which the Parties wish to resolve the Litigation, and as set forth herein, all claims Plaintiff and members of the class she seeks to represent have or may have had against the Releasees. 6. As part of the settlement, the Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 7. Defendants denied and continue to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation or may in the future assert. Despite Defendants’ belief that they are not liable for, and have good defenses to, the claims alleged in the Litigation, Defendants desire to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 8. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing: (a) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be protracted and expensive if not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 9. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best interests. 10. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release Defendants and the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On November 17July 24, 20172020, Dicha (▇▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ Plaintiff filed a putative class action lawsuit complaint against certain defendants, including Defendants, in the Third Judicial Circuit Court of Illinois, Madison County, Defendant alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”) (referred to as in the “▇▇▇▇Circuit Court of ▇▇▇▇ LitigationCounty, Illinois (“Underlying Action”). The ▇▇▇▇▇▇▇▇ Litigation was dismissed without prejudice on November 6, 2019. 2. On December 23During the pendency of the litigation, 2019the Parties exchanged information relevant to the putative class, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ filed a putative class action lawsuit against Defendants in including an estimate of the Twentieth Judicial Circuit Court number of Illinois, St. Clair County, alleging violations potential members of BIPA. The Litigation was assigned tothe Settlement Class and general information about the Biometric tracking system at issue, and is pending before, the Honorable Judge ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Court”)Parties informally engaged in arms-length settlement negotiations. 3. ThereafterFollowing arms-length negotiations, the Parties engaged in motion practice now seek to enter into this Settlement Agreement. Plaintiff and extensive discovery Class Counsel have conducted an investigation into the facts and the law regarding the Underlying Action and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the Litigationbest interests of Plaintiff and the Settlement Class recognizing (1) the existence of complex and contested issues of law and fact, (2) the risks inherent in litigation; (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 4. While discovery was ongoing, the Parties participated in a formal, full-day mediation session with the Honorable Judge ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Ret.) of JAMS via Zoom. 5. Following mediation, the parties engaged in months-long, arms’ length negotiations with the assistance of Judge ▇▇▇▇▇▇▇▇. As a result of those negotiations, the Parties reached agreement on the terms of a settlement by which the Parties wish to resolve the Litigation, and as set forth herein, all claims Plaintiff and members of the class she seeks to represent have or may have had against the Releasees. 6. As part of the settlement, the The Parties have agreed to settle the Litigation Underlying Action on the terms and conditions set forth herein in recognition that the outcome of the Litigation Underlying Action is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 75. Defendants denied Defendant denies and continue to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation Underlying Action or may in the future assert. Despite Defendants’ Defendant’s belief that they are not liable for, and have good defenses to, the claims alleged in the LitigationUnderlying Action, Defendants desire Defendant desires to settle the LitigationUnderlying Action, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed performed, or document created in relation to the Settlement Agreement or negotiation negotiation, or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 8. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing: (a) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be protracted and expensive if not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 96. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best interests. 107. In consideration of the covenants, agreements, and releases set forth hereinhere, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation Underlying Action be settled and compromised, and that the Releasors release Defendants and the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On November 17January 19, 20172021, Dicha (after an extensive pre-filing investigation, Plaintiff ▇▇▇▇▇▇▇) ▇ ▇▇▇▇▇▇▇▇ filed a putative class action lawsuit against certain defendants, including Defendants, in the Third Judicial Circuit Court of Illinois, Madison County, Defendant alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”) (referred to as in the “▇▇▇▇▇▇▇▇ Litigation”). The ▇▇▇▇▇▇▇▇ Litigation was dismissed without prejudice on November 6Circuit Court of DuPage County, 2019Illinois. 2. On December 23, 2019, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ filed a putative The Parties thereafter commenced settlement negotiations after Defendant provided Plaintiff’s counsel early confirmatory discovery regarding potential class action lawsuit against Defendants in the Twentieth Judicial Circuit Court of Illinois, St. Clair County, alleging violations of BIPA. The Litigation was assigned to, and is pending before, the Honorable Judge ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Court”)size. 3. Thereafter, the Parties engaged in motion practice and Following extensive discovery in the Litigation. 4. While discovery was ongoing, the Parties participated in a formal, fullarms-day mediation session with the Honorable Judge ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Ret.) of JAMS via Zoom. 5. Following mediation, the parties engaged in months-long, arms’ length negotiations with the assistance of Judge ▇▇▇▇▇▇▇▇. As a result of those negotiations, the Parties reached agreement on the terms of have negotiated a settlement that, if approved by which the Parties wish to Court, will resolve the Litigation, and as set forth herein, all claims arising under BIPA that Plaintiff and members of the class she seeks to represent Settlement Class (defined below) have or may have had against Defendant and its related and affiliated entities, through the Releaseesdate on which the Parties sign this Agreement. Defendant has represented that 117 of Defendant’s employees utilized the Time-Keeping System, as defined herein, between January 19, 2016 and January 28, 2021. 64. As part of the settlementFollowing arms-length negotiations, the Parties have agreed now seek to enter into this Settlement Agreement to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 7. Defendants denied and continue to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation or may in the future assert. Despite Defendants’ belief that they are not liable for, and have good defenses to, the claims alleged in the Litigation, Defendants desire to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 85. Plaintiff and Class Counsel have conducted an extensive investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing: recognizing (a1) the existence of complex and contested issues of law and fact; , (b2) the risks inherent in litigation; , (c3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; , (d4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; , and (e5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 96. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlementThus, the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best interests. 10. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release Defendants and the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On November 17January 19, 20172021, Dicha (after an extensive pre-filing investigation, Plaintiff ▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇▇▇ filed a putative class action lawsuit against certain defendants, including Defendants, in the Third Judicial Circuit Court of Illinois, Madison County, Defendant alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”) (referred to as in the “▇▇▇▇▇▇▇▇ Litigation”). The ▇▇▇▇▇▇▇▇ Litigation was dismissed without prejudice on November 6Circuit Court of LaSalle County, 2019Illinois. 2. On December 23, 2019, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ filed a putative The Parties thereafter commenced settlement negotiations after Defendant provided Plaintiff’s counsel early confirmatory discovery regarding potential class action lawsuit against Defendants in the Twentieth Judicial Circuit Court of Illinois, St. Clair County, alleging violations of BIPA. The Litigation was assigned to, and is pending before, the Honorable Judge ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Court”)size. 3. Thereafter, the Parties engaged in motion practice and Following extensive discovery in the Litigation. 4. While discovery was ongoing, the Parties participated in a formal, fullarms-day mediation session with the Honorable Judge ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Ret.) of JAMS via Zoom. 5. Following mediation, the parties engaged in months-long, arms’ length negotiations with the assistance of Judge ▇▇▇▇▇▇▇▇. As a result of those negotiations, the Parties reached agreement on the terms of have negotiated a settlement that, if approved by which the Parties wish to Court, will resolve the Litigation, and as set forth herein, all claims arising under BIPA that Plaintiff and members of the class she seeks to represent Settlement Class (defined below) have or may have had against Defendant and its related and affiliated entities, through the Releaseesdate on which the Parties sign this Agreement. Defendant has represented that 315 of Defendant’s employees utilized the Time-Keeping System, as defined herein, between January 19, 2016 and the present. 64. As part of the settlementFollowing arms-length negotiations, the Parties have agreed now seek to enter into this Settlement Agreement to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 75. Defendants denied Plaintiff and continue Class Counsel conducted an extensive investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing (1) the existence of contested issues of law and fact, (2) the risks inherent in litigation, (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. Defendant denies and continues to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class (as defined below) presently have asserted in this Litigation or may in the future assert. Despite Defendants’ Defendant’s belief that they are not liable for, and have good defenses to, the claims alleged in the Litigation, Defendants desire Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 86. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fairThus, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing: (a) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be protracted and expensive if not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 9. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best interests. 10. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release Defendants and the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.