Common use of GENERAL MATTERS AND RESERVATIONS Clause in Contracts

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s). B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ expressly denies the allegations of Plaintiffs’ complaints. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by ▇▇▇ in any proceeding, other than such proceedings C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent ▇▇▇ from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, indemnitees, or attorneys, 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; provided further, that ▇▇▇ may disclose publicly the terms of the Agreement that it deems necessary to carry out its business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiffs and Plaintiffs’ Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Plaintiffs in connection with this case); that it not be the subject of public comment; that it not be used by Plaintiffs or Plaintiffs’ Counsel in any way in this litigation should the Settlement not be consummated, and that it is to be returned if the Settlement is not concluded; provided, however, that nothing contained in this Agreement shall prohibit Plaintiffs from seeking such information through formal discovery or from referring to the existence of such information in connection with the Settlement of this litigation. E. Within one hundred and eighty (180) calendar days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ▇▇▇ to Plaintiffs’ Counsel, shall either: (i) return to ▇▇▇’▇ Counsel, all such documents and materials (and all copies of which documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referring F. Two (2) years after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms, the Settlement Administrator shall destroy any and all documents and materials related to the Action or the Settlement, including any Claim Forms, information related to Class Members, and any and all information and/or documentation submitted by or relating to Class Members. ▇. ▇▇▇’▇ execution of this Agreement shall not be construed to release — and ▇▇▇ expressly does not intend to release — any claim ▇▇▇ may have or make against any insurer or third party for contribution or indemnification or any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees,costs, and expenses. H. Class Counsel represents that: (1) it is authorized by Plaintiffs to enter into this Agreement on behalf of Plaintiffs; and (2) it is seeking to protect the interests of the Class. Class Counsel shall take all necessary actions to accomplish approval of the Settlement, the Class Notice, and dismissal of the Action, pursuant to the terms and conditions of this Agreement. I. Plaintiffs represent and certify that: (1) they have agreed to serve as representatives of the Class; (2) they are willing, able, and ready to perform all of the duties and obligations of representatives of the Class; (3) they have read the operative complaint, or have had the contents of such pleadings described to them; (4) they are familiar with the results of the fact-finding undertaken ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants that the individual(s) executing this Agreement K. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Settlement, including without limitation in seeking preliminary review and authorization of notice and final Court approval of this Agreement and the Settlement embodied in this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement. In the event that the Court fails to approve the Settlement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement and subject to Section XI.B herein, to cure any defect identified by the Court. Each Party will cooperate with the other Party in connection with effectuating the Settlement or the administration of Claims thereunder. Any requests for cooperation shall be narrowly tailored and reasonably necessary for the requesting Party to recommend the Settlement to the Court, and to carry out its terms. 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 Class Counsel and ▇▇▇’▇ Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Agreement exist among or between them and that in deciding to enter into this Agreement, they rely M. This Agreement and its exhibits, and any amendments thereto, shall be governed by and interpreted according to the laws of the State of Massachusetts, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. 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 or next-day (excluding Saturdays, Sundays and Legal Holidays) express delivery service as follows and shall be effective upon receipt: 1. If to ▇▇▇, then to: ▇▇▇▇▇▇▇ ▇▇▇▇ Cozen ▇’▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: 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 Legal Holiday (as defined in Fed. R. Civ. P. 6(a)(6)), 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. 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. R. The Class, Plaintiffs, Class Counsel, ▇▇▇, or ▇▇▇’▇ 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 or otherwise resort to the contra proferentem canon of construction. All Parties agree that the Parties’ counsel drafted this Agreement during and as a result of extensive arms-length negotiations. No 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. S. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. T. The Parties expressly acknowledge and agree that this Agreement and its exhibits, U. Plaintiffs expressly affirm that the allegations contained in the complaints filed in the Action were made in good faith and have a basis in fact, but they consider it desirable for the Action to be settled and dismissed because of the substantial benefits that the proposed Settlement will provide to Class Members. V. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement. W. The waiver by one Party of any breach of this Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Agreement. X. If one Party to this Agreement considers another Party to be in breach of its obligations under this 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 Agreement. Y. 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 proposed Settlement. Z. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or otherwise electronically as a .pdf and, upon such delivery, the facsimile or .pdf will be deemed to have the same effect as if the original signature had been delivered to the other Parties. 1. Complete all fields in Section A of this Claim Form. 2. Complete all fields in Section B of this Claim Form. 3. YOU MUST sign the certification under penalty of perjury in Section C of this Claim Form. 4. It is your responsibility to notify the Settlement Administrator of any changes to your contact information after the submission of your Claim Form. ▇▇▇® SECTION A. CLASS MEMBER INFORMATION Claimant Name: First Name Last Name Street Address: Street Address2: City: State: Zip Code: Phone Number: ( ) E-mail Address:

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s). B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ expressly denies the allegations of Plaintiffs’ complaints. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by ▇▇▇ in any proceeding, other than such proceedingsproceedings as may be necessary to consummate, interpret, or enforce this Agreement following the entry of the Final Order and Final Judgment. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent ▇▇▇ from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, indemnitees, or attorneys, 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; provided further, that ▇▇▇ may disclose publicly the terms of the Agreement that it deems necessary to carry out its business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiffs and Plaintiffs’ Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Plaintiffs in connection with this case); that it not be the subject of public comment; that it not be used by Plaintiffs or Plaintiffs’ Counsel in any way in this litigation should the Settlement not be consummated, and that it is to be returned if the Settlement is not concluded; provided, however, that nothing contained in this Agreement shall prohibit Plaintiffs from seeking such information through formal discovery or from referring to the existence of such information in connection with the Settlement of this litigation. E. Within one hundred and eighty (180) calendar days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ▇▇▇ to Plaintiffs’ Counsel, shall either: (i) return to ▇▇▇’▇ Counsel, all such documents and materials (and all copies of which documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referringreferring to such documents; or (ii) certify in writing to ▇▇▇ that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referring to such documents have been destroyed, provided, however, that this section 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’ Counsel’s work product. ▇▇▇’▇ Counsel agrees to hold all documents returned by Plaintiffs’ Counsel, and any expert or other consultant or any other individual employed by Plaintiffs’ Counsel in such capacity with access to documents provided by or on behalf of ▇▇▇ until one year after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms. F. Two (2) years after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms, the Settlement Administrator shall destroy any and all documents and materials related to the Action or the Settlement, including any Claim Forms, information related to Class Members, and any and all information and/or documentation submitted by or relating to Class Members. ▇. ▇▇▇’▇ execution of this Agreement shall not be construed to release — and ▇▇▇ expressly does not intend to release — any claim ▇▇▇ may have or make against any insurer or third party for contribution or indemnification or any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees,costs, and expenses. H. Class Counsel represents that: (1) it is authorized by Plaintiffs to enter into this Agreement on behalf of Plaintiffs; and (2) it is seeking to protect the interests of the Class. Class Counsel shall take all necessary actions to accomplish approval of the Settlement, the Class Notice, and dismissal of the Action, pursuant to the terms and conditions of this Agreement. I. Plaintiffs represent and certify that: (1) they have agreed to serve as representatives of the Class; (2) they are willing, able, and ready to perform all of the duties and obligations of representatives of the Class; (3) they have read the operative complaint, or have had the contents of such pleadings described to them; (4) they are familiar with the results of the fact-finding undertakenundertaken by Class Counsel; (5) they have read this Agreement or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) they have consulted with Class Counsel about the Action and this Agreement and the obligations imposed on representatives of the Class; (7) they have authorized Class Counsel to execute this Agreement on their behalf; and (8) they 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 Plaintiffs cannot represent the Class. ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants that the individual(s) executing this AgreementAgreement is/are authorized to enter into this Agreement on behalf of Defendant. K. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Settlement, including without limitation in seeking preliminary review and authorization of notice and final Court approval of this Agreement and the Settlement embodied in this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement. In the event that the Court fails to approve the Settlement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement and subject to Section XI.B herein, to cure any defect identified by the Court. Each Party will cooperate with the other Party in connection with effectuating the Settlement or the administration of Claims thereunder. Any requests for cooperation shall be narrowly tailored and reasonably necessary for the requesting Party to recommend the Settlement to the Court, and to carry out its terms. 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 Class Counsel and ▇▇▇’▇ Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Agreement exist among or between them and that in deciding to enter into this Agreement, they relyrely solely upon their judgment and knowledge. This Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Agreement. M. This Agreement and its exhibits, and any amendments thereto, shall be governed by and interpreted according to the laws of the State of Massachusetts, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. 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 or next-day (excluding Saturdays, Sundays and Legal Holidays) express delivery service as follows and shall be effective upon receipt: 1. If to ▇▇▇, then to: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ Cozen ▇’▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West Hollywood, California 90069 Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: 310-474-8585 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 Legal Holiday (as defined in Fed. R. Civ. P. 6(a)(6)), 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. 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. R. The Class, Plaintiffs, Class Counsel, ▇▇▇, or ▇▇▇’▇ 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 or otherwise resort to the contra proferentem canon of construction. All Parties agree that the Parties’ counsel drafted this Agreement during and as a result of extensive arms-length negotiations. No 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. S. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. T. 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 Federal Rule of Evidence 408 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, any other action, or in any judicial, administrative, regulatory, or other proceeding, except in a proceeding to enforce this Agreement 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 or deemed to be evidence 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, Plaintiffs, or the Class, that the Action or any other proposed action would be certifiable as a class action under Federal Rule of Civil Procedure Rule 23 if litigated, or as a waiver by the Released Parties, Plaintiffs, or the Class of any applicable privileges, claims, or defenses. U. Plaintiffs expressly affirm that the allegations contained in the complaints filed in the Action were made in good faith and have a basis in fact, but they consider it desirable for the Action to be settled and dismissed because of the substantial benefits that the proposed Settlement will provide Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 45 of 50 Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 46 of 50 Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 47 of 50 Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 48 of 50 Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 49 of 50 Case 1:14-cv-14744-DPW Document 75 Filed 02/17/17 Page 50 of 50 Settlement Class Members who seek payment from the Settlement must complete and return this Claim Form. Completed Claim Forms must be mailed to the Settlement Administrator at: ▇▇▇ Settlement, Settlement Administrator, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or you can submit an online Claim Form via the Settlement Website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Claim Forms must be POSTMARKED OR SUBMITTED ONLINE NO LATER THAN [DEADLINE DATE] or they will be rejected. Before you complete and submit this Claim Form by mail or online, you should read and be familiar with the Class Members. V. The Parties, their successors and assigns, and their counsel undertake to implement Notice (the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement. W. The waiver by one Party of any breach of this Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Agreement. X. If one Party to this Agreement considers another Party to be in breach of its obligations under this 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 Agreement. Y. 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 “Notice”) and the proposed SettlementSettlement Agreement available at ▇▇▇. Z. This Agreement may be executed ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Defined terms (with initial capitals) used in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or otherwise electronically as a .pdf and, upon such delivery, the facsimile or .pdf will be deemed to these General Instructions have the same effect meaning as if set forth in the original signature had been delivered Notice and Settlement Agreement. By submitting this Claim Form, you acknowledge that you have read and understand the Notice, and you agree to the other PartiesRelease included as a material term of the Settlement Agreement. If you fail to submit a timely Claim Form, your claim will be rejected and you will be precluded from any recovery from the Settlement Fund. If you are a member of the Settlement Class and you do not timely and validly seek exclusion from the Settlement Class, you will be bound by any judgment entered by the Court approving the Settlement even if you do not submit a Claim Form. For additional information, please visit the settlement website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. On the settlement website, you will also be able to submit an online claim. The Settlement Administrator has the right to request verification of the purchase of Eligible Products, including, but not limited to, documentation demonstrating purchase of any or all of the Eligible Products purchased during the Class Period. If a Class Member does not timely comply with and/or is unable to timely produce documentation to substantiate and/or verify the information on the Claim Form, the Claim shall be disqualified. Print clearly and legibly. Limit 1 Claim Form per Person, and Limit 1 Claim Form per Household. All claims are limited to a maximum of 10 Eligible Products per Claim Form. If you submit your Claim Form and need to make a correction, please contact the Settlement Administrator and request the correction be made. 1. Complete all fields in Section A of this Claim Form. 2. Complete all fields in Section B of this Claim Form. 3. YOU MUST sign the certification under penalty of perjury in Section C of this Claim Form. 4. It is your responsibility to notify the Settlement Administrator of any changes to your contact information after the submission of your Claim Form. ▇▇▇® SECTION A. CLASS MEMBER INFORMATION Claimant Name: First Name Last Name Street Address: Street Address2: City: State: Zip Code: Phone Number: ( ) E-mail Address:Clai

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s). B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ Inventure expressly denies the allegations of Plaintiffs’ complaintsthe Action. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇Inventure, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by ▇▇▇ Inventure in any proceeding, other than such proceedingsproceedings as may be necessary to consummate, interpret, or enforce this Agreement following the entry of the Final Order and Final Judgment. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent ▇▇▇ Inventure and/or its parents from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agenciesagencies and regulators, independent accountants, actuaries, advisors, auditors, tax advisers, financial analysts, insurers, indemnitees, or attorneys, nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co- 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; provided further, that ▇▇▇ Inventure may disclose publicly the terms of the Agreement that it deems necessary to carry out its or its parents’ business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiffs Plaintiff and Plaintiffs’ Plaintiff’s Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs Plaintiff nor their counsel may disclose it to third parties (other than experts or consultants retained by Plaintiffs Plaintiff in connection with this case); that it not be the subject of public comment; that it not be used by Plaintiffs Plaintiff or Plaintiffs’ Plaintiff’s Counsel in any way in this litigation should the Settlement not be consummated, and that it is to be returned if the Settlement is not concluded; provided, however, that nothing contained in this Agreement shall prohibit Plaintiffs Plaintiff from seeking such information through formal discovery or from referring to the existence of such information in connection with the Settlement of this litigation. E. Within one hundred and eighty (180) calendar days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Plaintiff’s Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ▇▇▇ Inventure to Plaintiffs’ Plaintiff’s Counsel, shall either: (i) return to ▇▇▇’▇ Inventure’s Counsel, all such documents and materials (and all copies of which documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ Inventure in the Action and any and all handwritten notes summarizing, describing, or referringreferring to such documents; or (ii) certify in writing to Inventure that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by or on behalf of Inventure in the Action and any and all handwritten notes summarizing, describing, or referring to such documents have been destroyed, provided, however, that this section 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 Plaintiff’s Counsel’s work product. Inventure’s Counsel agrees to hold all documents returned by Plaintiff’s Counsel, and any expert or other consultant or any other individual employed by Plaintiff’s Counsel in such capacity with access to documents provided by or on behalf of Inventure until one year after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms. F. Two (2) years after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms, the Settlement Administrator shall destroy any and all documents and materials related to the Action or the Settlement, including any Claim Forms, information related to Class Members, and any and all information and/or documentation submitted by or relating to Class Members. ▇. ▇▇▇’▇ G. Inventure’s execution of this Agreement shall not be construed to release — release—and ▇▇▇ Inventure expressly does not intend to release — release—any claim ▇▇▇ Inventure may have or make against any insurer or third party for contribution or indemnification or any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees,, costs, and expenses. H. Class Counsel represents that: (1) it is authorized by Plaintiffs Plaintiff to enter into this Agreement on behalf of PlaintiffsPlaintiff; and (2) it is seeking to protect the interests of the Class. Class Counsel shall take all necessary actions to accomplish approval of the Settlement, the Class Notice, and dismissal of the Action, pursuant to the terms and conditions of this Agreement. I. Plaintiffs represent Plaintiff represents and certify certifies that: (1) they have she has agreed to serve as representatives representative of the Class; (2) they are she is willing, able, and ready to perform all of the duties and obligations of representatives representative of the Class; (3) they have she has read the operative amended class action complaint, or have has had the contents of such pleadings described to themher; (4) they are she is familiar with the results of the fact-fact- finding undertakenundertaken by Class Counsel; (5) she has read this Agreement or has received a detailed description of it from Class Counsel and she has agreed to its terms; (6) she has consulted with Class Counsel about the Action and this Agreement and the obligations imposed on her as a representative of the Class; (7) she has authorized Class Counsel to execute this Agreement on her behalf; and (8) she shall remain and serve as representative 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 Plaintiff cannot represent the Class. ▇. ▇▇▇▇▇▇▇▇▇ J. Defendant represents and warrants that the individual(s) executing this Agreement K. Agreement is/are authorized to enter into this Agreement on behalf of Defendant. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Settlement, including without limitation in seeking preliminary review and authorization of notice and final Court approval of this Agreement and the Settlement embodied in this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement. In the event that the Court fails to approve the Settlement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement and subject to Section XI.B herein, to cure any defect identified by the Court. Each Party will cooperate with the other Party in connection with effectuating the Settlement or the administration of Claims thereunder. Any requests for cooperation shall be narrowly tailored and reasonably necessary for the requesting Party to recommend the Settlement to the Court, and to carry out its terms. L. K. 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 Class Counsel and ▇▇▇’▇ Inventure’s Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Agreement exist among or between them and that in deciding to enter into this Agreement, they relyrely solely upon their judgment and knowledge. This Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Agreement. M. L. This Agreement and its exhibits, and any amendments thereto, shall be governed by and interpreted according to the laws of the State of MassachusettsIllinois, notwithstanding its conflict of laws provisions. N. M. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. O. N. 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 or next-day (excluding Saturdays, Sundays and Legal Holidays) express delivery service as follows and shall be effective upon receipt: 1. If to ▇▇▇Inventure, then to: ▇▇▇▇▇▇▇ ▇▇▇▇ Richard Fama Cozen ▇’▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇O’Connor 3WTC 175 Greenwich St. 55th Floor New York, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10007 Telephone: ▇▇▇212-▇▇▇908-▇▇▇▇ 1229 Facsimile: ▇▇▇866-▇▇▇263-▇▇▇▇ 1334 E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇rfama@cozen.com and Christopher Hennessy Cozen O’Connor 123 North Wacker Drive Suite 1800 Chicago, Illinois 60606 Telephone: 312-474-4493 Facsimile: 312-878-2003 E-mail: chennessy@cozen.com 2. If to PlaintiffsPlaintiff, then to: Thomas A. Zimmerman, Jr. Sharon A. Harris Matthew C. De Re Jeffrey D. Blake ZIMMERMAN LAW OFFICES P.C. 77 West Washington St. Suite 1220 Chicago, Illinois 60602 Telephone: 312-440-0020 Facsimile: 312-440-4180 E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇‌tom@attorneyzim.com sharon@attorneyzim.com matt@attorneyzim.com jeff@@attorneyzim.com P. O. 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 Legal Holiday (as defined in Fed. R. Civ. P. 6(a)(6)), 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. Q. P. 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. R. Q. The Class, PlaintiffsPlaintiff, Class Counsel, ▇▇▇Inventure, or ▇▇▇’▇ Inventure’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 or otherwise resort to the contra proferentem canon of construction. All Parties agree that the Parties’ respective counsel drafted this Agreement during and as a result of extensive arms-length negotiations. No 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. S. R. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. T. S. The Parties expressly acknowledge and agree that this Agreement and its exhibits, U. Plaintiffs expressly affirm that the allegations contained in the complaints filed in the Action were made in good faith and have a basis in factalong with all related drafts, but they consider it desirable for the Action to be settled and dismissed because of the substantial benefits that the proposed Settlement will provide to Class Members. V. The Partiesmotions, their successors and assignspleadings, conversations, negotiations, and their counsel undertake to implement the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement. W. The waiver by one Party of any breach of this Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Agreement. X. If one Party to this Agreement considers another Party to be in breach of its obligations under this 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 Agreement. Y. 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 proposed Settlement. Z. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or otherwise electronically as a .pdf and, upon such delivery, the facsimile or .pdf will be deemed to have the same effect as if the original signature had been delivered to the other Parties. 1. Complete all fields in Section A of this Claim Form. 2. Complete all fields in Section B of this Claim Form. 3. YOU MUST sign the certification under penalty of perjury in Section C of this Claim Form. 4. It is your responsibility to notify the Settlement Administrator of any changes to your contact information after the submission of your Claim Form. ▇▇▇® SECTION A. CLASS MEMBER INFORMATION Claimant Name: First Name Last Name Street Address: Street Address2: City: State: Zip Code: Phone Number: ( ) E-mail Address:correspondence,

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the 12.1. The obligation of the Parties to implement and conclude the proposed Settlement is Settlement 12.1.1. Entry by the Court of the Preliminary Approval Order, followed thereafter by the Final Approval Hearing and shall be contingent upon subsequent entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after the exhaustion and final disposition of any appeal(s)) or petition(s) for appellate review; and 12.1.2. Any other conditions stated in this Agreement. B. 12.2. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in itreleases given herein, nor any consideration for this Agreementtherefore, nor any actions taken to carry out or obtain Court approval of this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ The Town expressly denies the allegations of Plaintiffs’ complaintsasserted in the Action. Neither this Agreement, nor the fact of settlementthe Settlement, nor the settlement proceedings, nor settlement negotiations, nor statements made in court proceedings, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇the Town, or be construed as, offered as, received as, or received in used as evidence as of an admission, concession, presumption, or inference of any fact or of any liability or wrongdoing by ▇▇▇ the Town in any proceeding, or as a waiver by the Town of any applicable defense, or for any other purposes other than such proceedings C. The Parties and their counsel agree proceedings as may be necessary to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Courtconsummate, provided, however, that this section shall not prevent ▇▇▇ from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, indemniteesinterpret, or attorneys, 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; provided further, that ▇▇▇ may disclose publicly the terms of the Agreement that it deems necessary to carry out its business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiffs and Plaintiffs’ Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Plaintiffs in connection with this case); that it not be the subject of public comment; that it not be used by Plaintiffs or Plaintiffs’ Counsel in any way in this litigation should the Settlement not be consummated, and that it is to be returned if the Settlement is not concluded; provided, however, that nothing contained in this Agreement shall prohibit Plaintiffs from seeking such information through formal discovery or from referring to the existence of such information in connection with the Settlement of this litigation. E. Within one hundred and eighty (180) calendar days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ▇▇▇ to Plaintiffs’ Counsel, shall either: (i) return to ▇▇▇’▇ Counsel, all such documents and materials (and all copies of which documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referring F. Two (2) years after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms, the Settlement Administrator shall destroy any and all documents and materials related to the Action or the Settlement, including any Claim Forms, information related to Class Members, and any and all information and/or documentation submitted by or relating to Class Members. ▇. ▇▇▇’▇ execution of this Agreement shall not be construed to release — and ▇▇▇ expressly does not intend to release — any claim ▇▇▇ may have or make against any insurer or third party for contribution or indemnification or any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees,costs, and expenses. H. Class Counsel represents that: (1) it is authorized by Plaintiffs to enter into this Agreement on behalf of Plaintiffs; and (2) it is seeking to protect the interests of the Class. Class Counsel shall take all necessary actions to accomplish approval of the Settlement, the Class Notice, and dismissal of the Action, pursuant to the terms and conditions of enforce this Agreement. I. Plaintiffs represent and certify that: (1) they have agreed to serve as representatives of the Class; (2) they are willing, able, and ready to perform all of the duties and obligations of representatives of the Class; (3) they have read the operative complaint, or have had the contents of such pleadings described to them; (4) they are familiar with the results of the fact-finding undertaken ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants that the individual(s) executing this Agreement K. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Settlement, including without limitation in seeking preliminary review and authorization of notice and final Court approval of this Agreement and the Settlement embodied in this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement. In the event that the Court fails to approve the Settlement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement and subject to Section XI.B herein, to cure any defect identified by the Court. Each Party will cooperate with the other Party in connection with effectuating the Settlement or the administration of Claims thereunder. Any requests for cooperation shall be narrowly tailored and reasonably necessary for the requesting Party to recommend the Settlement to the Court, and to carry out its terms. 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 Class Counsel and ▇▇▇’▇ Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Agreement exist among or between them and that in deciding to enter into this Agreement, they rely M. This Agreement and its exhibits, and any amendments thereto, shall be governed by and interpreted according to the laws of the State of Massachusetts, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. 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 or next-day (excluding Saturdays, Sundays and Legal Holidays) express delivery service as follows and shall be effective upon receipt: 1. If to ▇▇▇, then to: ▇▇▇▇▇▇▇ ▇▇▇▇ Cozen ▇’▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: 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 Legal Holiday (as defined in Fed. R. Civ. P. 6(a)(6)), 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. 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. R. The Class, Plaintiffs, Class Counsel, ▇▇▇, or ▇▇▇’▇ 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 or otherwise resort to the contra proferentem canon of construction. All Parties agree that the Parties’ counsel drafted this Agreement during and as a result of extensive arms-length negotiations. No 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. S. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. T. The Parties expressly acknowledge and agree that this Agreement and its exhibits, U. Plaintiffs expressly affirm that the allegations contained in the complaints filed in the Action were made in good faith and have a basis in fact, but they consider it desirable for the Action to be settled and dismissed because of the substantial benefits that the proposed Settlement will provide to Class Members. V. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement. W. The waiver by one Party of any breach of this Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Agreement. X. If one Party to this Agreement considers another Party to be in breach of its obligations under this 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 Agreement. Y. 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 proposed Settlement. Z. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or otherwise electronically as a .pdf and, upon such delivery, the facsimile or .pdf will be deemed to have the same effect as if the original signature had been delivered to the other Parties. 1. Complete all fields in Section A of this Claim Form. 2. Complete all fields in Section B of this Claim Form. 3. YOU MUST sign the certification under penalty of perjury in Section C of this Claim Form. 4. It is your responsibility to notify the Settlement Administrator of any changes to your contact information after the submission of your Claim Form. ▇▇▇® SECTION A. CLASS MEMBER INFORMATION Claimant Name: First Name Last Name Street Address: Street Address2: City: State: Zip Code: Phone Number: ( ) E-mail Address:

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s). B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ expressly denies the allegations of Plaintiffs’ complaints. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by ▇▇▇ in any proceeding, other than such proceedingsproceedings as may be necessary to consummate, interpret, or enforce this Agreement following the entry of the Final Order and Final Judgment. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent ▇▇▇ from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, indemnitees, or attorneys, 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; provided further, that ▇▇▇ may disclose publicly the terms of the Agreement that it deems necessary to carry out its business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiffs and Plaintiffs’ Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs nor their counsel may disclose it to third parties (other than experts or consultants retained by Plaintiffs in connection with this case); that it not be the subject of public comment; that it not be used by Plaintiffs or Plaintiffs’ Counsel in any way in this litigation should the Settlement not be consummated, and that it is to be returned if the Settlement is not concluded; provided, however, that nothing contained in this Agreement shall prohibit Plaintiffs from seeking such information through formal discovery or from referring to the existence of such information in connection with the Settlement of this litigation. E. Within one hundred and eighty (180) calendar days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ▇▇▇ to Plaintiffs’ Counsel, shall either: (i) return to ▇▇▇’▇ Counsel, all such documents and materials (and all copies of which documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referringreferring to such documents; or (ii) certify in writing to ▇▇▇ that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by or on behalf of ▇▇▇ in the Action and any and all handwritten notes summarizing, describing, or referring to such documents have been destroyed, provided, however, that this section 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’ Counsel’s work product. ▇▇▇’▇ Counsel agrees to hold all documents returned by Plaintiffs’ Counsel, and any expert or other consultant or any other individual employed by Plaintiffs’ Counsel in such capacity with access to documents provided by or on behalf of ▇▇▇ until one year after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms. F. Two (2) years after the distribution of the Settlement Fund Balance to Class Members who submitted valid and acceptable Claim Forms, the Settlement Administrator shall destroy any and all documents and materials related to the Action or the Settlement, including any Claim Forms, information related to Class Members, and any and all information and/or documentation submitted by or relating to Class Members. ▇. ▇▇▇’▇ execution of this Agreement shall not be construed to release — and ▇▇▇ expressly does not intend to release — any claim ▇▇▇ may have or make against any insurer or third party for contribution or indemnification or any cost or expense incurred in connection with this Settlement, including, without limitation, for attorneys’ fees,costs, and expenses. H. Class Counsel represents that: (1) it is authorized by Plaintiffs to enter into this Agreement on behalf of Plaintiffs; and (2) it is seeking to protect the interests of the Class. Class Counsel shall take all necessary actions to accomplish approval of the Settlement, the Class Notice, and dismissal of the Action, pursuant to the terms and conditions of this Agreement. I. Plaintiffs represent and certify that: (1) they have agreed to serve as representatives of the Class; (2) they are willing, able, and ready to perform all of the duties and obligations of representatives of the Class; (3) they have read the operative complaint, or have had the contents of such pleadings described to them; (4) they are familiar with the results of the fact-finding undertakenundertaken by Class Counsel; (5) they have read this Agreement or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) they have consulted with Class Counsel about the Action and this Agreement and the obligations imposed on representatives of the Class; (7) they have authorized Class Counsel to execute this Agreement on their behalf; and (8) they 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 Plaintiffs cannot represent the Class. ▇. ▇▇▇▇▇▇▇▇▇ represents and warrants that the individual(s) executing this AgreementAgreement is/are authorized to enter into this Agreement on behalf of Defendant. K. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Settlement, including without limitation in seeking preliminary review and authorization of notice and final Court approval of this Agreement and the Settlement embodied in this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement. In the event that the Court fails to approve the Settlement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement and subject to Section XI.B herein, to cure any defect identified by the Court. Each Party will cooperate with the other Party in connection with effectuating the Settlement or the administration of Claims thereunder. Any requests for cooperation shall be narrowly tailored and reasonably necessary for the requesting Party to recommend the Settlement to the Court, and to carry out its terms. 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 Class Counsel and ▇▇▇’▇ Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Agreement exist among or between them and that in deciding to enter into this Agreement, they relyrely solely upon their judgment and knowledge. This Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Agreement. M. This Agreement and its exhibits, and any amendments thereto, shall be governed by and interpreted according to the laws of the State of Massachusetts, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Agreement shall be commenced and maintained only in the Court in which this Action is pending. 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 or next-day (excluding Saturdays, Sundays and Legal Holidays) express delivery service as follows and shall be effective upon receipt: 1. If to ▇▇▇, then to: ▇▇▇▇▇▇▇ ▇▇▇▇ Cozen ▇’▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ 2. If to Plaintiffs, then to: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇‌ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West Hollywood, California 90069 Telephone: ▇▇▇-▇▇▇-▇▇▇▇‌ Facsimile: 310-474-8585 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 Legal Holiday (as defined in Fed. R. Civ. P. 6(a)(6)), 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. 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. R. The Class, Plaintiffs, Class Counsel, ▇▇▇, or ▇▇▇’▇ 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 or otherwise resort to the contra proferentem canon of construction. All Parties agree that the Parties’ counsel drafted this Agreement during and as a result of extensive arms-length negotiations. No 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. S. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. T. 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 Federal Rule of Evidence 408 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, any other action, or in any judicial, administrative, regulatory, or other proceeding, except in a proceeding to enforce this Agreement 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 or deemed to be evidence 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, Plaintiffs, or the Class, that the Action or any other proposed action would be certifiable as a class action under Federal Rule of Civil Procedure Rule 23 if litigated, or as a waiver by the Released Parties, Plaintiffs, or the Class of any applicable privileges, claims, or defenses. U. Plaintiffs expressly affirm that the allegations contained in the complaints filed in the Action were made in good faith and have a basis in fact, but they consider it desirable for the Action to be settled and dismissed because of the substantial benefits that the proposed Settlement will provide to Class Members. V. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement. W. The waiver by one Party of any breach of this Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Agreement. X. If one Party to this Agreement considers another Party to be in breach of its obligations under this 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 Agreement. Y. 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 proposed Settlement. Z. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or otherwise electronically as a .pdf and, upon such delivery, the facsimile or .pdf will be deemed to have the same effect as if the original signature had been delivered to the other Parties. 1. Complete all fields in Section A of this Claim Form. 2. Complete all fields in Section B of this Claim Form. 3. YOU MUST sign the certification under penalty of perjury in Section C of this Claim Form. 4. It is your responsibility to notify the Settlement Administrator of any changes to your contact information after the submission of your Claim Form. ▇▇▇® SECTION A. CLASS MEMBER INFORMATION Claimant Name: First Name Last Name Street Address: Street Address2: City: State: Zip Code: Phone Number: ( ) E-mail Address: