Common use of GENERAL MATTERS AND RESERVATIONS Clause in Contracts

GENERAL MATTERS AND RESERVATIONS. 15.1. Each Party to this Agreement hereby represents and warrants that no other Party, and no other person, has made any statement or representation to him or it other than as is set forth in this Agreement and each Party has not relied upon any statement, representation, or promise of any other Party or person in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges this Agreement, except as provided herein, supersedes any prior agreement between the Parties, whether written or oral, and this Agreement constitutes the entire, integrated understanding of the Parties. This Agreement may only be amended by a writing signed by all Parties.The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. 15.3. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parole or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed. 15.4. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Evidence Code Section 1152. In no event shall this Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or in any other action or proceeding, except in a proceeding to enforce this Agreement. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, or deemed to be evidence of, an admission or concession of any liability or wrongdoing whatsoever on the part of the Released Parties, Plaintiff, or the Class or as a waiver by the Released Parties, Plaintiff or the Class of any applicable privileges, claims or defenses. 15.5. Each Party hereby represents and warrants he or it has not previously assigned or transferred, or purported to assign or transfer, any of the indebtedness, rights, claims, causes of action, or obligations disposed of by this Agreement. 15.6. This Agreement shall in all respects be interpreted, enforced and governed exclusively by and under the laws of the State of California. Should any dispute arise concerning the enforcement or interpretation of this Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside. The Parties further agree that this Agreement shall be enforceable under Code of Civil Procedure §664.6, and that the Court shall have jurisdiction over the Parties and over this Agreement for that purpose. 15.7. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counsel, and each has contributed to its drafting and it is not to be construed in favor of or against any Party hereto. 15.8. If any provision of this Agreement is found to be illegal or invalid, such provision shall be severed and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contested, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary to implement the terms of this Agreement and promptly complete the settlement as contemplated herein. 15.11. Whenever this Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration of ▇▇▇▇ ▇. ▇▇▇▇▇▇, filed in support of the motion, and 25 accompanying papers, and good cause appearing thereon,

GENERAL MATTERS AND RESERVATIONS. 15.1A. The obligation, although not the ability, of the Parties to conclude this proposed settlement is and will be contingent upon each of the following: 1. Each Party authorization by the Board of Directors of Metropolitan Life Insurance Company to enter into this Regulatory Settlement Agreement; 2. entry by the Court of the Final Judgment and Order Approving Settlement in the Action, from which order the time to appeal has expired or which has remained unmodified after any appeal(s); and 3. any other conditions stated in this Regulatory Settlement Agreement. B. The Company and its counsel agree to keep the existence and contents of this Regulatory Settlement Agreement hereby represents and warrants the Stipulation of Settlement and all related negotiations confidential until the earlier of the date of the first public announcement by the Department or the signing of the order granting preliminary approval of the Settlement Agreement pursuant to Section XIV.B; provided however, that no this Section shall not prevent earlier disclosure of such information to regulators, rating agencies, insurers or reinsurers, financial analysts, Producers, or any other Partyperson or entity (such as experts, courts, and/or Administrators) to whom the Parties agree disclosure must be made to effectuate the terms and conditions of this Regulatory Settlement Agreement or the Stipulation of Settlement. C. The Company shall not issue any written statements, written press releases or other written media notices in connection with the proposed settlement which has not first been provided to the Department sufficiently in advance of public release to provide the Department with adequate time to review and comment on the proposed statement, press release or notice, and no to prepare its own statement. D. The Company shall ensure that any comments about or descriptions of the proposed settlement or its value or cost in the media or in any other personpublic forum are balanced, has made fair, accurate, and consistent with the terms and intent of the settlement. E. Lawrence A. Vranka represents that he is authorized to enter into thi▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ement Agreement on behalf of the Company. F. This Regulatory Settlement Agreement sets forth the entire agreement among the Parties and the Participating Regulators with respect to its subject matter, and it may not be altered or modified except by written instrument executed by the Department and the Company. This Regulatory Settlement Agreement supercedes any statement or representation to him or it other than as is set forth in this Agreement and each Party has not relied upon any statementprior agreement, representationunderstanding, or promise of any other Party or person in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges this Agreement, except as provided herein, supersedes any prior agreement between the Parties, whether undertaking (written or oral, ) by or among the Parties and the Participating Regulators regarding the subject matter of this Regulatory Settlement Agreement. G. This Regulatory Settlement Agreement constitutes and any ancillary agreements shall be governed by and interpreted according to the entire, integrated understanding law of the PartiesState of New York, excluding its conflict-of-laws provisions. H. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. This In computing any period of time prescribed or allowed by this Regulatory Settlement Agreement may only or by order of court, the day of the act, event, or default from which the designated period of time begins to run shall not be amended included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a legal holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section, "legal holiday" includes New Year's Day, Birthday of Martin Luther King, Jr., Presidents' Day, Memorial Day, Independence ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇s Day, Veterans Day, Thanksgiving Day, Christmas Day and any other day appointed as a holiday by a writing signed the President or the Congress of the United States, or by all Partiesthe State of New York, where the Court is located. I. The Parties Department and the Company reserve the right, subject to the Court’s 's approval, to agree to make any reasonable extensions of time that might be necessary to carry out any of the provisions of this Regulatory Settlement Agreement. 15.3. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. J. All Parties agree that this Regulatory Settlement Agreement was drafted by counsel for the Parties during extensive arm’s arm's-length negotiations. No parole , and that no parol or other evidence may be offered to explain, construe, contradict, contradict or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this the Regulatory Settlement Agreement was made or executed. 15.4. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Evidence Code Section 1152. K. In no event shall this the Regulatory Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, by the Parties or deemed to be Participating Regulators as evidence of any kind in the Action or in any other action or any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Regulatory Settlement Agreement. Without limiting the foregoing, neither this Regulatory Settlement Agreement nor any related negotiations, statements, statements or court proceedings shall be construed as, offered as, received as, used as, by the Parties or deemed to be Participating Regulators as evidence of, of or an admission or concession of any liability or wrongdoing whatsoever on the part of any 81 person or entity, including but not limited to the Released PartiesCompany, Plaintiff, or the Class or as a waiver by the Released Parties, Plaintiff or the Class Company of any applicable privilegesdefense, claims including without limitation any applicable statute of limitations or defensesstatute of frauds. 15.5. Each Party hereby represents L. The Company does not admit or concede any actual or potential fault, wrongdoing or liability in connection with any facts or claims that have been or could have been alleged against it, but considers it desirable for this matter to be resolved because this Agreement will provide substantial benefits to the Company's present and warrants he or it has not previously assigned or transferredformer policyowners, or purported to assign or transfer, insureds and beneficiaries. M. Neither this Regulatory Settlement Agreement nor any of the indebtedness, rights, claims, causes relief to be offered under the proposed settlement shall be interpreted to alter in any way the contractual terms of actionany Policy, or obligations disposed to constitute a novation of by this Agreementany Policy. 15.6. This Agreement shall in all respects be interpreted, enforced and governed exclusively by and under N. No opinion concerning the laws tax consequences of the State of California. Should proposed settlement to individual Class Members is being given or will be given by the Company, the Company's Counsel, the Department or the Participating Regulators nor is any dispute arise concerning the enforcement representation or interpretation warranty in this regard made by virtue of this Regulatory Settlement Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside. The Parties further agree that this Agreement shall be enforceable under Code Class Notice will direct Class Members to consult their own tax advisors regarding the tax consequences of Civil Procedure §664.6the proposed settlement, including any payments, contributions or credits provided hereunder, and that the Court shall any tax reporting obligations they may have jurisdiction over the Parties and over this Agreement for that purpose. 15.7with respect thereto. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counselEach Class Member's tax obligations, and each has contributed to its drafting the determination thereof, are the sole responsibility of the Class Member, and it is not to be construed in favor understood that the tax consequences may vary depending on the particular circumstances of or against any Party heretoeach individual Class Member. 15.8. If any provision of this Agreement is found to be illegal or invalidO. The Parties, such provision shall be severed their successors and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contestedassigns, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree their attorneys undertake to oversee and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary to implement the terms of this Regulatory Settlement Agreement in good faith, and promptly complete to use good faith in resolving any disputes that may arise in the settlement as contemplated hereinimplementation of the terms of this Regulatory Settlement Agreement. 15.11. Whenever this Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 P. This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration may be signed in counterparts, each of ▇▇▇▇ ▇. ▇▇▇▇▇▇, filed in support of the motion, and 25 accompanying papers, and good cause appearing thereon,which shall constitute a duplicate original.

GENERAL MATTERS AND RESERVATIONS. 15.1A. Sony has denied and continues to deny each and all of the claims and contentions alleged in the Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action. Sony believes that it has valid and complete defenses to the claims asserted against it in the Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action. Nonetheless, Sony has concluded that it is desirable that the Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Agreement. B. The obligation of the Parties to conclude the Settlement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment and Final Order approving the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Sony from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, mobile phone carriers or Mobile Phone resellers, nor shall it prevent Sony from disclosing such information based on the substance of this Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co- counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement. D. Named Plaintiffs and Plaintiffs’ Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Named Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Named Plaintiffs in connection with the Action); that it not be the subject of public comment; that it not be used by Named Plaintiffs or Plaintiffs’ Class Counsel in any way in this litigation or otherwise should the Settlement not be achieved, and that it is to be returned if a Settlement is not concluded; provided, however, that nothing contained herein shall prohibit Named Plaintiffs from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the Settlement of the Action. E. Information provided by Sony and/or Sony’s Counsel to the Named Plaintiffs, Plaintiffs’ Class Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Sony’s request, be promptly returned to Sony’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Class Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Sony, and/or Sony’s Counsel to Plaintiffs’ Class Counsel shall either: (i) return to Sony’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Sony and/or Sony’s Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Sony’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Sony, and/or Sony’s Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section XI shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Class Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Claim Forms, the Class Action Settlement Administrator shall return or destroy all documents and materials to Sony’s and/or Sony’s Counsel and/or Plaintiffs’ Class Counsel that produced the documents and materials, except that it shall not destroy any and all Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Agreement shall affect any confidentiality order or protective order in the Action. G. Sony’s execution of this Agreement shall not be construed to release – and Sony expressly does not intend to release – any claim Sony may have or make against any insurer for any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees and costs. H. Plaintiffs’ Class Counsel represent that: (1) they are authorized by the Named Plaintiffs to enter into this Agreement with respect to the claims in this Action; and (2) they are seeking to protect the interests of the Class. I. Plaintiffs’ Class Counsel further represent that the Named Plaintiffs: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Plaintiffs’ Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Plaintiffs’ Class Counsel and they have agreed to its terms; (6) have consulted with Plaintiffs’ Class Counsel about the Action and this Agreement and the obligations imposed on representatives of the Class; (7) have authorized Plaintiffs’ Class Counsel to execute this Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Agreement are effectuated, this Agreement is terminated in accordance with its terms, or the Court at any time determines that said Named Plaintiffs cannot represent the Class. ▇. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Agreement. Each Party to Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, each Class Member will be solely responsible for correctly characterizing this Agreement hereby payment for tax purposes and for paying any taxes owed on this payment, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Sony represents and warrants that the individual(s) executing this Agreement is authorized to enter into this Agreement on behalf of Sony. L. This Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Plaintiffs’ Class Counsel and Sony’s Counsel on behalf of Sony. The Parties expressly acknowledge that no other Partyagreements, and no other personarrangements, has made any statement or representation to him or it other than as is set forth understandings not expressed in this Agreement exist among or between them, and each Party has not relied upon any statement, representation, or promise of any other Party or person that in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges deciding to enter into this Agreement, except as provided herein, they rely solely upon their judgment and knowledge. This Agreement supersedes any prior agreement between the Partiesagreements, whether understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Agreement. M. This Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of New York, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the United States District Court for the Eastern District of New York. O. Whenever this Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Sony, then to: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York, New York 10022 Tel. ▇▇▇-▇▇▇-▇▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ & Korsinsky LLP ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Stamford, CT 06901 Tel. (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and this Agreement constitutes any other day appointed as a holiday by the entirePresident, integrated understanding the Congress of the Parties. This Agreement may only be amended by a writing signed by all PartiesUnited States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. 15.3. R. The Class, Class RepresentativesNamed Plaintiffs, Plaintiffs’ Class Counsel, Defendant Sony and/or DefendantSony’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parole parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed. 15.4. S. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Federal Rule of Evidence Code Section 1152408 and any equivalent rule of evidence in any state. In no event shall this Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action Action, any other action, or in any judicial, administrative, regulatory or other action or proceeding, except in a proceeding to enforce this AgreementAgreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, as or deemed to be evidence of, or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, PlaintiffPlaintiffs, or the Class or as a waiver by the Released Parties, Plaintiff Plaintiffs or the Class of any applicable privileges, claims or defenses. 15.5. Each Party hereby represents T. Plaintiffs expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action to be settled and warrants he or it has not previously assigned or transferred, or purported to assign or transfer, any dismissed because of the indebtedness, rights, claims, causes of action, or obligations disposed of by this Agreementsubstantial benefits that the Settlement will provide to Class Members. 15.6. This Agreement shall in all respects be interpretedU. The Parties, enforced their successors and governed exclusively by and under the laws of the State of California. Should any dispute arise concerning the enforcement or interpretation of this Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside. The Parties further agree that this Agreement shall be enforceable under Code of Civil Procedure §664.6assigns, and that the Court shall have jurisdiction over the Parties and over this Agreement for that purpose. 15.7. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counsel, and each has contributed to its drafting and it is not to be construed in favor of or against any Party hereto. 15.8. If any provision of this Agreement is found to be illegal or invalid, such provision shall be severed and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contested, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary their counsel undertake to implement the terms of this Agreement in good faith, and promptly complete to use good faith in resolving any disputes that may arise in the settlement as contemplated hereinimplementation of the terms of this Agreement. 15.11. Whenever V. The waiver by one Party of any breach of this Agreement requires by another Party shall not be deemed a waiver of any prior or contemplates subsequent breach of this Agreement. W. If one Party to this Agreement considers another Party to be in breach of its obligations under this Agreement, that one Party must provide the breaching Party with written notice of the Parties alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Agreement and to use their best efforts to effect the prompt consummation of this Agreement and the Settlement. Y. This Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or may give notice more of the provisions contained in this Agreement shall for any reason be held to the otherbe invalid, notice illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Sony, on behalf of Defendant, and Plaintiffs’ Class Counsel, on behalf of Named Plaintiffs and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Agreement. Any such agreement shall be provided reviewed and approved by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendantsthe Court before it becomes effective. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.2:17-cv-02264-JFB-SIL Document 16-2 Filed 07/14/17 Page 45 of 159 PageID #: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration of ▇▇▇▇ ▇. ▇▇▇▇▇▇, filed in support of the motion, and 25 accompanying papers, and good cause appearing thereon,131

GENERAL MATTERS AND RESERVATIONS. 15.1A. Sony has denied and continues to deny each and all of the claims and contentions alleged in the Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action. Sony believes that it has valid and complete defenses to the claims asserted against it in the Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action. Nonetheless, Sony has concluded that it is desirable that the Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Agreement. B. The obligation of the Parties to conclude the Settlement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment and Final Order approving the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Sony from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, mobile phone carriers or Mobile Phone resellers, nor shall it prevent Sony from disclosing such information based on the substance of this Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co- counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement. D. Named Plaintiffs and Plaintiffs’ Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Named Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Named Plaintiffs in connection with the Action); that it not be the subject of public comment; that it not be used by Named Plaintiffs or Plaintiffs’ Class Counsel in any way in this litigation or otherwise should the Settlement not be achieved, and that it is to be returned if a Settlement is not concluded; provided, however, that nothing contained herein shall prohibit Named Plaintiffs from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the Settlement of the Action. E. Information provided by Sony and/or Sony’s Counsel to the Named Plaintiffs, Plaintiffs’ Class Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Sony’s request, be promptly returned to Sony’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Class Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Sony, and/or Sony’s Counsel to Plaintiffs’ Class Counsel shall either: (i) return to Sony’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Sony and/or Sony’s Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Sony’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Sony, and/or Sony’s Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section XI shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Class Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Claim Forms, the Class Action Settlement Administrator shall return or destroy all documents and materials to Sony’s and/or Sony’s Counsel and/or Plaintiffs’ Class Counsel that produced the documents and materials, except that it shall not destroy any and all Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Agreement shall affect any confidentiality order or protective order in the Action. G. Sony’s execution of this Agreement shall not be construed to release – and Sony expressly does not intend to release – any claim Sony may have or make against any insurer for any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees and costs. H. Plaintiffs’ Class Counsel represent that: (1) they are authorized by the Named Plaintiffs to enter into this Agreement with respect to the claims in this Action; and (2) they are seeking to protect the interests of the Class. I. Plaintiffs’ Class Counsel further represent that the Named Plaintiffs: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Plaintiffs’ Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Plaintiffs’ Class Counsel and they have agreed to its terms; (6) have consulted with Plaintiffs’ Class Counsel about the Action and this Agreement and the obligations imposed on representatives of the Class; (7) have authorized Plaintiffs’ Class Counsel to execute this Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Agreement are effectuated, this Agreement is terminated in accordance with its terms, or the Court at any time determines that said Named Plaintiffs cannot represent the Class. ▇. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Agreement. Each Party to Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, each Class Member will be solely responsible for correctly characterizing this Agreement hereby payment for tax purposes and for paying any taxes owed on this payment, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Sony represents and warrants that the individual(s) executing this Agreement is authorized to enter into this Agreement on behalf of Sony. L. This Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Plaintiffs’ Class Counsel and Sony’s Counsel on behalf of Sony. The Parties expressly acknowledge that no other Partyagreements, and no other personarrangements, has made any statement or representation to him or it other than as is set forth understandings not expressed in this Agreement exist among or between them, and each Party has not relied upon any statement, representation, or promise of any other Party or person that in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges deciding to enter into this Agreement, except as provided herein, they rely solely upon their judgment and knowledge. This Agreement supersedes any prior agreement between the Partiesagreements, whether understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Agreement. M. This Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of New York, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the United States District Court for the Eastern District of New York. O. Whenever this Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Sony, then to: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York, New York 10022 Tel. ▇▇▇-▇▇▇-▇▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ & Korsinsky LLP ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Stamford, CT 06901 Tel. (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and this Agreement constitutes any other day appointed as a holiday by the entirePresident, integrated understanding the Congress of the Parties. This Agreement may only be amended by a writing signed by all PartiesUnited States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. 15.3. R. The Class, Class RepresentativesNamed Plaintiffs, Plaintiffs’ Class Counsel, Defendant Sony and/or DefendantSony’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parole parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed. 15.4. S. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Federal Rule of Evidence Code Section 1152408 and any equivalent rule of evidence in any state. In no event shall this Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action Action, any other action, or in any judicial, administrative, regulatory or other action or proceeding, except in a proceeding to enforce this AgreementAgreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, as or deemed to be evidence of, or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, PlaintiffPlaintiffs, or the Class or as a waiver by the Released Parties, Plaintiff Plaintiffs or the Class of any applicable privileges, claims or defenses. 15.5. Each Party hereby represents T. Plaintiffs expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action to be settled and warrants he or it has not previously assigned or transferred, or purported to assign or transfer, any dismissed because of the indebtedness, rights, claims, causes of action, or obligations disposed of by this Agreementsubstantial benefits that the Settlement will provide to Class Members. 15.6. This Agreement shall in all respects be interpretedU. The Parties, enforced their successors and governed exclusively by and under the laws of the State of California. Should any dispute arise concerning the enforcement or interpretation of this Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside. The Parties further agree that this Agreement shall be enforceable under Code of Civil Procedure §664.6assigns, and that the Court shall have jurisdiction over the Parties and over this Agreement for that purpose. 15.7. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counsel, and each has contributed to its drafting and it is not to be construed in favor of or against any Party hereto. 15.8. If any provision of this Agreement is found to be illegal or invalid, such provision shall be severed and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contested, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary their counsel undertake to implement the terms of this Agreement in good faith, and promptly complete to use good faith in resolving any disputes that may arise in the settlement as contemplated hereinimplementation of the terms of this Agreement. 15.11. Whenever V. The waiver by one Party of any breach of this Agreement requires by another Party shall not be deemed a waiver of any prior or contemplates subsequent breach of this Agreement. W. If one Party to this Agreement considers another Party to be in breach of its obligations under this Agreement, that one Party must provide the breaching Party with written notice of the Parties alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Agreement and to use their best efforts to effect the prompt consummation of this Agreement and the Settlement. Y. This Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or may give notice more of the provisions contained in this Agreement shall for any reason be held to the otherbe invalid, notice illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Sony, on behalf of Defendant, and Plaintiffs’ Class Counsel, on behalf of Named Plaintiffs and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Agreement. Any such agreement shall be provided reviewed and approved by ethe Court before it becomes effective. Case 2:17-mail and/or nextcv-02264-JFB-SIL Document 16-2 Filed 07/14/17 Page 45 of 159 PageID #: 131 IT IS on this day of 2017, HEREBY ADJUDGED AND DECREED PURSUANT TO RULES 23 AND 58 OF FEDERAL RULES OF CIVIL PROCEDURE AS FOLLOWS: (excluding Saturdays1) On this date, Sundays the Court entered a Final Order Approving Class Action Settlement (Dkt. No. ); (2) For the reasons stated in the Court’s Final Order Approving Class Action Settlement, judgment is hereby entered in accordance with the Final Order Approving Class Action Settlement and Federal Holidaysthis Action is dismissed with prejudice; and (3) express delivery service as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. A copy of this Final Judgment shall be filed in, and applies to, this Action. SO ORDERED this day of 2017. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration of ▇▇▇▇ ▇. ▇▇▇▇▇▇, filed in support of the motion, and 25 accompanying papers, and good cause appearing thereon,Bianco

GENERAL MATTERS AND RESERVATIONS. 15.1. Each Party A. This Settlement Agreement sets forth the entire agreement among the Parties with respect to this Agreement hereby represents and warrants that no other Party, and no other person, has made any statement or representation to him or it other than as is set forth in this Agreement and each Party has not relied upon any statement, representation, or promise of any other Party or person in executing this Agreement in making the settlement provided for hereinits subject matter. 15.2. Each Party specifically acknowledges this Agreement, except as provided herein, supersedes any prior agreement between the Parties, whether written or oral, and this B. This Settlement Agreement constitutes the entire, integrated understanding of the Parties. This Agreement may only be amended by a writing signed by all Parties.The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. 15.3. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parole or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed. 15.4. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Evidence Code Section 1152. In no event shall this Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or in any other action or proceeding, except in a proceeding to enforce this Agreement. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, or deemed to be evidence of, an admission or concession of any liability or wrongdoing whatsoever on the part of the Released Parties, Plaintiff, or the Class or as a waiver by the Released Parties, Plaintiff or the Class of any applicable privileges, claims or defenses. 15.5. Each Party hereby represents and warrants he or it has not previously assigned or transferred, or purported to assign or transfer, any of the indebtedness, rights, claims, causes of action, or obligations disposed of by this Agreement. 15.6. This Agreement shall in all respects be interpreted, enforced and governed exclusively by and under interpreted according to the laws of the State of California. Should New York. C. Upon entry of an order by the Court that invalidates or disapproves the Settlement Agreement, or which alters any dispute arise concerning the enforcement or interpretation material term of this Settlement Agreement without the Parties’ consent, Defendants and/or the Named Plaintiffs shall have the right to terminate the Settlement Agreement, and the Settlement Agreement thereafter shall have no further force and effect with respect to any Party in this Action. D. In the event that the Court conditions its preliminary or final approval of the Settlement Agreement on any changes to the Settlement Agreement, the Parties agree that jurisdiction shall in good faith consider such changes and venue consent to them if they do not materially alter the obligation of such dispute shall reside exclusively the Parties. E. In the event the Settlement Agreement is terminated, this Settlement Agreement and all negotiations, proceedings, documents prepared and statements made in the Superior Court for the County of Riverside. The Parties further agree that connection with this Settlement Agreement shall be enforceable under Code of Civil Procedure §664.6without prejudice to any Party and shall not be admissible into evidence, and shall not be deemed or construed to be an admission or confession by any Party of any fact, matter or proposition of law, and shall not be used in any manner for any purpose, and all Parties to this Action shall stand in the same position as if this Settlement Agreement had not been negotiated, made or filed with the Court. F. If a bankruptcy case is commenced as to any of the Defendants under Title 11 of the United States Code, or a trustee, receiver or conservator is appointed under United States bankruptcy law for any Defendant, and if a final order and/or judgment of a court of competent jurisdiction is entered determining that the Court shall have jurisdiction over transfer of the Parties Settlement Amount (or any portion of it) to the Class Settlement Account is a voidable preference or fraudulent transfer, and over if any funds in the Class Settlement Account are actually clawed back by the debtor’s estate and become unavailable before the initial distribution of the Settlement Amount has been made to Class Members, then this Settlement Agreement for that purposemay be terminated at the sole option and discretion of Class Counsel as to any such Defendant. 15.7. This Agreement has been negotiated G. All matters not specifically covered by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counsel, and each has contributed to its drafting and it is not to be construed in favor of or against any Party hereto. 15.8. If any provision provisions of this Agreement is found to be illegal or invalid, such provision shall be severed and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contested, and nothing contained in this Settlement Agreement shall be construed as an admission resolved by any agreement of Class Counsel and counsel for the Defendants, or if they cannot agree, by order of the Parties Court, unless the dispute relates to a material change to the Settlement Agreement which gives rise to a right of any liability asserted in Party to void and cancel the Lawsuit or the Claim. The Parties further agree and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the ClaimSettlement Agreement. 15.10. Each H. Any notices given by one Party to another in connection with this Settlement Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary to implement the terms of this Agreement and promptly complete the settlement as contemplated herein. 15.11. Whenever this Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or nextas follows (or at such other e-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service mail address as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, may be provided by a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.: 10 Judge: ▇Party): ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. @▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ I. This Settlement Agreement may be signed in counterparts, filed in support each of the motion, which shall constitute a duplicate original. Execution by facsimile or by electronically transmitted signature shall be fully and 25 accompanying papers, and good cause appearing thereon,legally binding.

GENERAL MATTERS AND RESERVATIONS. 15.148. Each Party Amadeus has denied and continues to deny each and all of the claims and contentions alleged in the Litigation, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Litigation. Amadeus believes that it has valid and complete defenses to the claims asserted against it in the Litigation and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Litigation. Nonetheless, Amadeus has concluded that it is desirable that the Litigation as to it be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. Nothing in this Settlement shall preclude Amadeus from stating in any public disclosure, including any filing required by the Court in connection with the Settlement, that it denies the allegations raised in the Litigation and that it is entering the Settlement to avoid the cost, uncertainty and burden of further litigation. The Parties hereto acknowledge and agree that nothing herein shall deemed or construed to be an admission, concession, or evidence of any violation of any federal, state, or local statute, regulation, rule, or other law, or principle of common law or equity, or of any liability or wrongdoing whatsoever, by Amadeus, or of the truth of any of the claims that the Plaintiffs have asserted against Amadeus. 49. The obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon each of the following: a. Entry by the Court of the Final Order and Final Judgment approving the Settlement, from which the time to appeal has expired or which have remained unmodified after any appeal(s); and b. Any other conditions stated in this Settlement Agreement. 50. The Settling Parties and Counsel agree to keep the contents of this Settlement Agreement confidential until the date on which the motion for preliminary approval is filed; provided, however, that this Paragraph shall not prevent Amadeus from disclosing such information, prior to the date on which the motion for preliminary approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, or as otherwise required by law or regulation. Nor shall it prevent the Settling Parties and their counsel from disclosing such information to persons or entities (such as experts or co- counsel) to whom the Settling Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. 51. Information provided by Amadeus and Amadeus’ Counsel to Plaintiffs or Plaintiffs’ Class Counsel, any individual member of the Settlement Class, counsel for any individual member of the Settlement Class, or the Settlement Administrator, pursuant to the negotiation and implementation of this Settlement Agreement, may include trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the Protective Order in the Litigation, and shall be subject to all of the provisions thereof. 52. The Settling Parties agree that within ten (10) days after the Final Approval Date, Amadeus may lift or release any and all applicable litigation holds or document preservation notices requiring its employees or agents to preserve documents and electronic data as a result of the Litigation on a going forward basis, and that Amadeus may return to its ordinary document retention policies. The Settling Parties agree that such release of any such litigation holds or document preservation notices by Amadeus pursuant to this Paragraph shall not under any circumstances provide a basis for any claim of spoliation of evidence. 53. This Settlement shall not alter the Settling Parties’ respective rights and obligations with regard to the return and/or destruction of documents set forth in the Protective Order. 54. Plaintiffs’ Class Counsel represent that: (a) they are authorized by Plaintiffs to enter into this Settlement Agreement hereby with respect to the claims in the Litigation; and (2) in entering this Settlement they are seeking to protect the interests of the Settlement Class. 55. Amadeus represents and warrants that Amadeus’ Counsel are authorized to enter into this Settlement Agreement on its behalf. 56. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Settling Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Plaintiffs’ Class Counsel and Amadeus’ Counsel. The Settling Parties expressly acknowledge that no other Partyagreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and no other person, has made any statement or representation that in deciding to him or it other than as is set forth in enter into this Agreement and each Party has not relied upon any statement, representation, or promise of any other Party or person in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges this Settlement Agreement, except as provided herein, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreement between the Partiesagreements, whether understandings, or undertakings (written or oral) by and between the Settling Parties regarding the subject matter of this Settlement Agreement. 57. The Settling Parties further acknowledge that they are executing this Settlement Agreement after independent investigation and without fraud, duress, or undue influence. 58. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the state of New York notwithstanding its conflict of law provisions. 59. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the Court. 60. Whenever this Settlement Agreement requires or contemplates that one of the Settling Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ E-mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, PLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Minneapolis, MN 55403 E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ janderson@heinsmills. com 61. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday, or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section, “Federal Holiday” includes New Year’s Day, Birthday of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and this Agreement constitutes any other day appointed as a holiday by the entirePresident, integrated understanding the Congress of the PartiesUnited States, or the Clerk of the United States District Court for the Southern District of New York. 62. This Agreement may only be amended by a writing signed by all Parties.The Settling Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. 15.363. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel None of the Settling Parties or their counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All The Settling Parties agree that this Settlement Agreement was drafted by counsel for the Settling Parties during extensive arm’s length negotiations. No parole parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties Settling Patties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. 15.464. The Settling Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Federal Rule of Evidence Code Section 1152408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action Litigation, any other action, or in any judicial, administrative, regulatory or other action or proceeding, except in a proceeding to enforce this AgreementSettlement Agreement or the rights of the Settling Parties, their counsel, or the Amadeus Releasees. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, as or deemed to be evidence of, or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released PartiesAmadeus Releasees, PlaintiffPlaintiffs, or the Settlement Class or as a waiver by the Released PartiesAmadeus Releasees, Plaintiff Plaintiffs, or the Settlement Class of any applicable privileges, claims or defenses. 15.565. Each Party hereby represents Plaintiffs expressly affirm that the allegations contained in the Litigation were made in good faith, but consider it desirable for the Litigation to be settled and warrants he or it has not previously assigned or transferred, or purported to assign or transfer, any dismissed because of the indebtedness, rights, claims, causes of action, or obligations disposed of by this Agreementsubstantial benefits that the proposed Settlement will provide to Settlement Class Members. 15.6. This Agreement shall in all respects be interpreted, enforced and governed exclusively by and under the laws of the State of California. Should any dispute arise concerning the enforcement or interpretation of this Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside66. The Parties further agree that this Agreement shall be enforceable under Code of Civil Procedure §664.6Settling Parties, their successors and assigns, and that the Court shall have jurisdiction over the Parties and over this Agreement for that purpose. 15.7. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counsel, and each has contributed to its drafting and it is not to be construed in favor of or against any Party hereto. 15.8. If any provision of this Agreement is found to be illegal or invalid, such provision shall be severed and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contested, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary their Counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. 67. The waiver by one Settling Party of any breach of this Settlement Agreement by another Settling Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. 68. If one Settling Party to this Settlement Agreement considers another Settling Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. 69. The Settling Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and promptly complete to use their best efforts to effect the settlement as contemplated hereinprompt consummation of this Settlement Agreement and the proposed Settlement. 15.1170. Whenever this This Settlement Agreement requires may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. 71. In the event any one or contemplates that one more of the Parties provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or may give notice unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Amadeus and Plaintiffs’ Class Counsel, on behalf of Plaintiffs and the Settlement Class, mutually agree in writing to the otherproceed as if such invalid, notice illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be provided reviewed and approved by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 6 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion before it becomes effective. 72. All headings used in this Settlement Agreement are for Preliminary Approval reference and convenience only and shall not affect the meaning or interpretation of a 20 Class Action this Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇. Upon reviewing the motion, the Settlement Agreement 24 attached as Exhibit to the Declaration of ▇▇▇▇ ▇. ▇▇▇▇▇▇, filed in support of the motion, and 25 accompanying papers, and good cause appearing thereonet al. Plaintiffs,

GENERAL MATTERS AND RESERVATIONS. 15.1A. The obligation, although not the ability, of the Parties to conclude this proposed settlement is and will be contingent upon each of the following: 1. Each Party authorization by the Board of Directors of Metropolitan Life Insurance Company to enter into this Regulatory Settlement Agreement; 2. entry by the Court of the Final Judgment and Order Approving Settlement in the Action, from which order the time to appeal has expired or which has remained unmodified after any appeal(s); and 3. any other conditions stated in this Regulatory Settlement Agreement. B. The Company and its counsel agree to keep the existence and contents of this Regulatory Settlement Agreement hereby represents and warrants the Stipulation of Settlement and all related negotiations confidential until the earlier of the date of the first public announcement by the Department or the signing of the order granting preliminary approval of the Settlement Agreement pursuant to Section XIV.B; provided however, that no this Section shall not prevent earlier disclosure of such information to regulators, rating agencies, insurers or reinsurers, financial analysts, Producers, or any other Partyperson or entity (such as experts, courts, and/or Administrators) to whom the Parties agree disclosure must be made to effectuate the terms and conditions of this Regulatory Settlement Agreement or the Stipulation of Settlement. C. The Company shall not issue any written statements, written press releases or other written media notices in connection with the proposed settlement which has not first been provided to the Department sufficiently in advance of public release to provide the Department with adequate time to review and comment on the proposed statement, press release or notice, and no to prepare its own statement. D. The Company shall ensure that any comments about or descriptions of the proposed settlement or its value or cost in the media or in any other personpublic forum are balanced, has made fair, accurate, and consistent with the terms and intent of the settlement. ▇. ▇▇▇▇▇▇▇▇ ▇. Vranka represents that he is authorized to enter into this Regulatory Settlement Agreement on behalf of the Company. F. This Regulatory Settlement Agreement sets forth the entire agreement among the Parties and the Participating Regulators with respect to its subject matter, and it may not be altered or modified except by written instrument executed by the Department and the Company. This Regulatory Settlement Agreement supercedes any statement or representation to him or it other than as is set forth in this Agreement and each Party has not relied upon any statementprior agreement, representationunderstanding, or promise of any other Party or person in executing this Agreement in making the settlement provided for herein. 15.2. Each Party specifically acknowledges this Agreement, except as provided herein, supersedes any prior agreement between the Parties, whether undertaking (written or oral, ) by or among the Parties and the Participating Regulators regarding the subject matter of this Regulatory Settlement Agreement. G. This Regulatory Settlement Agreement constitutes and any ancillary agreements shall be governed by and interpreted according to the entire, integrated understanding law of the PartiesState of New York, excluding its conflict-of-laws provisions. H. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. This In computing any period of time prescribed or allowed by this Regulatory Settlement Agreement may only or by order of court, the day of the act, event, or default from which the designated period of time begins to run shall not be amended included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a legal holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section, “legal holiday” includes New Year’s Day, Birthday of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any other day appointed as a holiday by a writing signed the President or the Congress of the United States, or by all Partiesthe State of New York, where the Court is located. I. The Parties Department and the Company reserve the right, subject to the Court’s approval, to agree to make any reasonable extensions of time that might be necessary to carry out any of the provisions of this Regulatory Settlement Agreement. 15.3. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter▇. All Parties agree that this Regulatory Settlement Agreement was drafted by counsel for the Parties during extensive arm’s arm’s- length negotiations. No parole , and that no parol or other evidence may be offered to explain, construe, contradict, contradict or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this the Regulatory Settlement Agreement was made or executed. 15.4. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Evidence Code Section 1152. K. In no event shall this the Regulatory Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, by the Parties or deemed to be Participating Regulators as evidence of any kind in the Action or in any other action or any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Regulatory Settlement Agreement. Without limiting the foregoing, neither this Regulatory Settlement Agreement nor any related negotiations, statements, statements or court proceedings shall be construed as, offered as, received as, used as, by the Parties or deemed to be Participating Regulators as evidence of, of or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including but not limited to the Released PartiesCompany, Plaintiff, or the Class or as a waiver by the Released Parties, Plaintiff or the Class Company of any applicable privilegesdefense, claims including without limitation any applicable statute of limitations or defensesstatute of frauds. 15.5. Each Party hereby represents L. The Company does not admit or concede any actual or potential fault, wrongdoing or liability in connection with any facts or claims that have been or could have been alleged against it, but considers it desirable for this matter to be resolved because this Agreement will provide substantial benefits to the Company’s present and warrants he or it has not previously assigned or transferredformer policyowners, or purported to assign or transfer, insureds and beneficiaries. M. Neither this Regulatory Settlement Agreement nor any of the indebtedness, rights, claims, causes relief to be offered under the proposed settlement shall be interpreted to alter in any way the contractual terms of actionany Policy, or obligations disposed to constitute a novation of by this Agreementany Policy. 15.6. This Agreement shall in all respects be interpreted, enforced and governed exclusively by and under N. No opinion concerning the laws tax consequences of the State of California. Should proposed settlement to individual Class Members is being given or will be given by the Company, the Company’s Counsel, the Department or the Participating Regulators nor is any dispute arise concerning the enforcement representation or interpretation warranty in this regard made by virtue of this Regulatory Settlement Agreement, the Parties agree that jurisdiction and venue of such dispute shall reside exclusively in the Superior Court for the County of Riverside. The Parties further agree that this Agreement shall be enforceable under Code Class Notice will direct Class Members to consult their own tax advisors regarding the tax consequences of Civil Procedure §664.6the proposed settlement, including any payments, contributions or credits provided hereunder, and that the Court shall any tax reporting obligations they may have jurisdiction over the Parties and over this Agreement for that purpose. 15.7with respect thereto. This Agreement has been negotiated by and between parties of equal bargaining power, each represented or having the opportunity to be represented by independent counselEach Class Member’s tax obligations, and each has contributed to its drafting the determination thereof, are the sole responsibility of the Class Member, and it is not to be construed in favor understood that the tax consequences may vary depending on the particular circumstances of or against any Party heretoeach individual Class Member. 15.8. If any provision of this Agreement is found to be illegal or invalidO. The Parties, such provision shall be severed their successors and such illegality or invalidity shall remain in full force and effect if the Parties so mutually agree in writing. 15.9. This Agreement affects the settlement and release of claims which are denied and contestedassigns, and nothing contained in this Agreement shall be construed as an admission by any of the Parties of any liability asserted in the Lawsuit or the Claim. The Parties further agree their attorneys undertake to oversee and acknowledge that this Agreement is intended to resolve differences between the Parties with respect to the Lawsuit and the Claim. 15.10. Each Party to this Agreement agrees to act in good faith and to do any and all acts, and execute any and all documents, reasonably necessary to implement the terms of this Regulatory Settlement Agreement in good faith, and promptly complete to use good faith in resolving any disputes that may arise in the settlement as contemplated hereinimplementation of the terms of this Regulatory Settlement Agreement. 15.11P. This Settlement Agreement may be signed in counterparts, each of which shall constitute a duplicate original. Whenever Agreed to this Agreement requires or contemplates that one 29th day of the Parties shall or may give notice to the otherAugust, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 6 8 SUPERIOR COURT 2002. APPROVED AND AGREED TO BY AND ON BEHALF OF THE STATE OF CALIFORNIA J. ▇▇▇▇▇ ▇▇▇▇, an individual, Petitioners and Plaintiffs, v. COACHELLA VALLEY WATER DISTRICT, a county water district; and DOES 1- 10; Respondents and Defendants. Case No. PSC1600403 [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND DIRECTING NOTICE TO THE PROPOSED CLASS Dept.NEW YORK INSURANCE DEPARTMENT By: 10 Judge: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9 FOR THE COUNTY OF RIVERSIDE – RIVERSIDE HISTORIC COURTHOUSE 10 11 18 19 This matter came before the Court as Petitioner’s Motion for Preliminary Approval of a 20 Class Action Settlement on , 2017 in Department 10 of the Superior Court of 21 California for the County of Riverside, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Waters presiding. Appearing for 22 Petitioner were ▇▇▇▇ ▇. ▇▇▇▇▇▇ and SUPERINTENDENT OF INSURANCE APPROVED AND AGREED TO BY AND ON BEHALF OF METROPOLITAN LIFE INSURANCE COMPANY By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Appearing for Respondent/Defendant 23 were ▇ VICE PRESIDENT METROPOLITAN LIFE INSURANCE COMPANY 21312657 • This Notic9 is ▇▇▇▇▇ a propos9d s9ttl9m9nt of a class action lavslit inuoluing M9tropolitan Lif9 Inslranc9 Company (“M9tropolitan”). • Th9 lavslit all9g9s racial discrimination in th9 sal9 of c9rtainM9tropolitan lif9 inslranc9 polici9s sold from 1)01 throlgh 1)12, to inslr9 african am9ricans and oth9r non-Calcasians. or mauy of tLese policies, ageuts яeut door-to-door to sell tLem aud collect premiums. • If yol or som9on9 in yolr family had on9 of th9s9 polici9s, and th9 Colrt in charg9 of this cas9 approu9s th9 s9ttl9m9nt, yol may b9 9ntitl9d to r9c9iu9 uallabl9 s9ttl9- m9nt b9n9fits. • To g9t s9ttl9m9nt b9n9fits, yol may n99d to slbmit th9 y9llov “Claim Form” in this packag9. • Yol also may hau9 l9gal rights to 9xclld9 yolrs9lf from th9 s9ttl9m9nt or to obj9ct. Th9r9 ar9 d9adlin9s soou for 9ach of th9s9 options. • This is not a solicitation from a lavy9r. a f9d9ral colrt althoriz9d this notic9. Yol ar9 not b9ing sl9d. • Pl9as9 r9ad this 9ntir9 packag9 car9fllly. If yol hau9 any ąl9stions or do not lnd9rstand som9thing in this notic9, call th9 S9ttl9m9nt administration C9nt9r at 1-800-=82-8158 (a fr99 call) and som9on9 vill h9lp yol. • If yol ls9 TDD/TTY, call 1-8SS-8S3-)=28 if yol n99d h9lp. Yol or som9on9 in yolr f6mily m6y h6u9 ovn9d, b99n inslr9d lnd9r, or r9c9iu9d 6 d96th b9n9fit from 6 M9tropolit6n lif9 ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇policy th6t is p6rt of this s9ttl9m9nt. Upon reviewing the motionTh9 polici9s inclld9d v9r9 sold from 1901 throlgh 19 2, the Settlement Agreement 24 attached as Exhibit to the Declaration inslr9 Afric6n Am9ric6ns 6nd oth9r non-C6lc6si6ns. This p6ck6g9 9xpl6ins 6 l6vslit th6t som9 p9opl9 fil9d 6bolt th9s9 polici9s, 6 propos9d s9ttl9m9nt of ▇▇▇▇ ▇th9 l6vslit, vh6t b9n9fits 6r9 6u6il6bl9, vho c6n g9t b9n9fits 6nd hov to g9t th9m. It 6lso 9xpl6ins oth9r l9g6l rights yol m6y h6u9 to g9t olt of th9 s9ttl9m9nt or obj9ct to it. ▇▇▇▇▇▇Th9 p9opl9 vho brolght th9 l6vslit cl6im M9tropolit6n ch6rg9d mor9 for lif9 inslr- 6nc9 polici9s it sold to Afric6n Am9ric6ns 6nd oth9r non-C6lc6si6ns th6n it ch6rg9d to C6lc6si6ns. Th9y brolght th9 l6vslit for th9ms9lu9s 6nd for 6ll oth9r p9opl9 vith polici9s lik9 th9irs. M9tropolit6n d9ni9s th9 cl6ims. 8oth sid9s nov v6nt to s9ttl9 th9 l6vslit. 29ttling prouid9s b9n9fits to th9 p9opl9 vho brolght th9 l6vslit 6nd oth9rs vith polici9s lik9 th9irs. It 6lso 6uoids th9 costs, filed risks, 6nd d9l6ys of 6 tri6l. Th9 propos9d s9ttl9m9nt vill b9 r9ui9v9d by th9 Colrt in support ch6rg9 of the motionthis c6s9 to m6k9 slr9 it is f6ir, and 25 accompanying papersr96son6bl9, and good cause appearing thereon,6nd 6d9ql6t9 for 9u9ryon9 vho is p6rt of th9 s9ttl9m9nt. If th9 Colrt 6pprou9s th9 s9ttl9m9nt, 6nd 6ny 6pp96ls th6t m6y b9 fil9d 6r9 r9solu9d, th9n th9 s9ttl9m9nt b9n9fits vill b9 distriblt9d. Th9 Colrt is th9 Unit9d 2t6t9s District Colrt for th9 2olth9rn District of N9v York. Th9 c6s9 is knovn 6s KarS Thompsoı aıd 5uciSe ESSis, oı behaSf of 7hemseSves aıd aSS o7hers simiSarSy si7ua7ed, vs. Me7ropoSi7aı 5ife Fısuraıce Jompaıy. Th9 Colrtls nlmb9r for th9 c6s9 is 00-CIv-00 1 (H8).