Common use of PRELIMINARY APPROVAL OF SETTLEMENT Clause in Contracts

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this Settlement Agreement, counsel for the Settling Parties shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding that the Class Notice constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehicles; 7. a direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the Following full execution of this Settlement Agreement, counsel for the Settling Parties shall jointly present this Settlement Agreement to the Courtand no later than September 11, along with a motion requesting that 2019, Plaintiffs will move the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule for entry of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding , which shall specifically include provisions that: (a) preliminarily approve the Settlement as fair, adequate and reasonable to the Settlement Class, and within the reasonable range of possible final approval; (b) conditionally certify the Settlement Class for Settlement purposes only and appoint Class Counsel as counsel for the Settlement Class for Settlement purposes only; (c) approve the forms of Class Notice and find that the Class Notice notice constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, provides due and sufficient notice to the Settlement Class Members in full compliance with and fully satisfies the requirements of applicable law, including the due process clause and Federal Rule of Civil Procedure 23; (d) direct that notice be provided to the United States Constitution; 6. Settlement Class, in accordance with this Agreement, by the Notice Deadline; (e) establish a direction thatprocedure for persons in the Settlement Class to object to the Settlement or exclude themselves from the Settlement Class by the Objection/Exclusion Deadline, after which no one shall be allowed to object to the Settlement or exclude himself or herself from the Settlement Class or seek to intervene; (f) approve the Claim Form and the Claims Process described herein, and set a deadline for timely submission of claims; (g) pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from whether the Settlement Class shall should be enjoined approved, bar all persons in the Settlement Class, directly, on a representative basis or in any other capacity, from commencing or prosecuting against any of the Discharged Parties any action, suit, proceeding, claimarbitration, or cause of action proceeding in any court court, arbitration forum or before tribunal asserting any tribunal based upon of the 6.0L diesel engine Released Claims; (h) pending final determination of whether the Settlement should be approved, stay all proceedings in the Class VehiclesAction except those related to effectuation of the Settlement; 7. a direction (i) schedule the Fairness Hearing on Final Approval of the Settlement, which shall be one hundred and eighty (180) days after Preliminary Approval (or such other date ordered by the Court); and (j) providing that, in the event the proposed Settlement set forth in this Agreement is not approved by the Court, or in the event that this Agreement becomes null and void pursuant to its terms, this Agreement and all orders entered in connection therewith, including but not limited to any Settlement Class Member who has not properly and timely requested exclusion from order conditionally certifying the Settlement Class will Class, shall become null and void and shall be bound by of no further force and effect and shall not be used or referred to for any purposes whatsoever in the Final Order Action or in any other case or controversy; and Judgment;that in such an event, this Agreement and all negotiations and proceedings related thereto shall be deemed to be without prejudice to the rights of any and all parties hereto, who shall be restored to their respective positions as of the date of this Agreement. In the event the Court does not enter the Preliminary Approval order described herein, or decides to do so only with modifications, then this entire Agreement shall become null and void, unless the Parties hereto agree in writing to proceed with this Agreement as modified.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this the Settlement Agreement, counsel for Class Counsel will present the Settling Parties shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B4, which shall will include, among other things: • A finding that the Settlement Classes have previously been certified in the Litigation, the following: 1. preliminary and have been found to satisfy requirements for class certification under as set forth by Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary ; • Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3. approval ; • Approval of the Class Settlement Notice containing the language in Exhibit D Exhibits 1, 2, and 3 for distribution to Members of the Settlement Class Members; 4. a Classes; • A direction to Ford to distributedisseminate, at its expense, the Class Notice in the form forms approved by the Court to Members of the Settlement Class MembersClasses; a • A direction that each potential Member of the Settlement Class Member Classes who wishes to be excluded from the Settlement Class Classes must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a ; • A finding that the Class Notice constitutes the best practicable notice practicable under the circumstances, including individual notice to all Members of the Settlement Class Members Classes who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Members of the Settlement Class Members Classes in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a ; • A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Members of the Settlement Class Members Classes who do not validly request exclusion from the Settlement Class Classes shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine on MFT issues in the Class Vehicles; 7. a ; • A direction that any Member of the Settlement Class Member Classes who has not properly and timely requested exclusion from the Settlement Class Classes will be bound by the Final Order and Judgment;; • The scheduling of a final hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and adequate and whether the proposed Final Order and Judgment should be entered (the Fairness Hearing); • A direction that the Settlement Administrator shall tabulate communications from prospective Members of the Settlement Classes asking to be excluded from the Settlement Classes and shall report the names and addresses of such entities and natural persons to the Court and to Ford and Class Counsel no less than seven days before the Fairness Hearing; • A direction that Class Counsel shall file a Fee and Expense Application and Named Plaintiffs’ Service Award application approximately thirty-five days prior to the date set forth in the Preliminary Approval Order as the deadline for the objections; that Class Counsel shall file any supplemental brief in support of final approval of the Settlement Agreement no later than seven days prior to the Fairness Hearing; and that the Court shall, separately from its order regarding final approval of the Settlement Agreement, determine at the Fairness Hearing in what amount attorneys’ fees and reimbursement of expenses should be awarded to Class Counsel counsel pursuant to the terms of the Settlement Agreement, as well as the amount of the Service Awards that should be awarded to the Named Plaintiffs pursuant to the terms of the Settlement Agreement; • A direction that any Member of the Settlement Classes who wishes to object to the proposed Settlement Agreement, the proposed Final Order and Judgment, the Fee and Expense Application, and/or the Named Plaintiffs’ Service Award must file and serve such objections no later than the date set forth in the Preliminary Approval Order, which shall be approximately one month before the Fairness Hearing, together with copies of all papers in support of his or her position as provided in Section III.D.1 of the Settlement Agreement. The Class Notice shall state that the Court will not consider the objections of any Member of the Settlement Classes who has not properly served copies of his or her objections on a timely basis or complied with the requirements of Section III.D.1 of the Settlement Agreement. • A provision ordering that all Members of the Settlement Classes and their representatives who do not timely exclude themselves from the Settlement are preliminarily enjoined from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing, individually, as class members, or otherwise, any lawsuit (including putative class actions), arbitration, remediation, or administrative or regulatory proceeding or order in any jurisdiction, asserting any claims based on alleged malfunctions of the MFT in Ford and Lincoln vehicles or asserting any Released Claims.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly In a reasonable time after the execution of this Settlement Agreement, counsel for the Settling Parties Plaintiffs shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit BE, which shall include, among other things, the following: 1. preliminary Preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval Approval of the Short Form Class Notice Notice, the Long Form Class Notice, and the Publication Notice, containing the language contained in Exhibit D for distribution to Settlement Class MembersExhibits A, B and C, respectively, or materially the same language; 4. a A direction to Ford to distribute, at its expense, the Short Form Class Notice in the form approved by the Court to Settlement Class Members; a direction to Ford to publish, at its expense, the Publication Notice in the form approved by the Court; a direction to Ford to establish the Settlement Website as contemplated by this Settlement Agreement; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice Notice; a direction to each owner or lessee of a Class Vehicle with a pending lawsuit against Ford alleging problems with the PowerShift Transmission in a Class Vehicle in which final judgment has not yet been entered of the right to opt-in to the Settlement, and a direction that their responses opt-in forms must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Short Form Class Notice, the Long Form Class Notice, and the Publication Notice constitutes together constitute the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehiclesstayed; 7. a A direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment; 8. The scheduling of a final hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and adequate and whether the proposed Final Order and Judgment should be entered (the “Fairness Hearing”); 9. A direction that Ford shall tabulate communications from prospective Class Members asking to be excluded from the Class and shall report the names and addresses of such entities and natural persons to the Court and to Class Counsel no less than seven days before the Fairness Hearing;

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the Upon execution of this Settlement Agreement, counsel for the Settling Parties Plaintiffs shall jointly present this Settlement Agreement to the Court, along with promptly file a motion in the Action requesting that the Court issue a enter the Preliminary Approval Order substantially in Order: a. Preliminarily approving the proposed Settlement and this Agreement; b. Approving the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of Notice, and requiring that the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution be sent to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, c. Scheduling the Class Notice in the form approved by Final Fairness Hearing for consideration of class certification for settlement purposes and final approval of this Agreement no earlier than one hundred (100) days after the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in enters the Preliminary Approval Order; 5. a finding that d. Approving the Class Notice constitutes the best notice practicable under the circumstances, including individual notice to all procedure for Settlement Class Members who can be identified with reasonable effort, to opt-out of the Settlement and constitutes valid, due, and sufficient notice to approving the Bar Date as the date after which no Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all allowed to opt-out; and e. Approving the procedure for Settlement Class Members who do to object to the Settlement, and setting the Bar Date as the date after which no Settlement Class Members shall be allowed to object. f. Defendants shall not request exclusion from oppose Class Counsel’s motion for preliminary approval of the Settlement so long as the motion and supporting papers are consistent with the terms of this Agreement. Class Counsel shall be enjoined from commencing or prosecuting provide Defendants with a reasonable opportunity to review, provide comments to, and approve the motion for preliminary approval of the Settlement before the motion and supporting papers are filed with the Court. Notwithstanding the foregoing, Defendants may, without opposing the motion for preliminary approval, advise the Court if Defendants disagree with any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine factual statements included by Plaintiffs in the Class Vehicles; 7. a direction that any Settlement Class Member who has not properly motion and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;supporting papers.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after The hearing in which the execution Court considers and determines whether to enter the Preliminary Approval Order and approve the Mailed Notice, the Published Notice and the Proof of this Settlement Agreement, counsel Claim Form shall be referred to as the “Preliminary Approval Hearing.” The Parties agree to request the Court to set the date for the Settling Preliminary Approval Hearing at its earliest convenience. The Parties shall jointly present this Settlement Agreement submit the documents attached hereto as Exhibits A-G to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall includewhich, among other things, ask the followingCourt to: 1. preliminary certification under Federal Rule (a) Conditionally certify the Settlement Classes (solely for the purpose of Civil Procedure 23certifying the Settlement Classes for settlement, for settlement purposes only, Company agrees not to present or pursue any of their individualized defenses to the claims in any of the Settlement Classcomplaints Settling Plaintiffs filed in the Actions); 2. preliminary approval of the Settlement memorialized in this Settlement Agreement (b) Find that Settling Plaintiffs who are Representative Plaintiffs as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding that Order fairly and adequately represent the interests of the Settlement Class Notice constitutes the best notice practicable under the circumstances, including individual notice to all and have claims typical of Settlement Class Members who can be identified with reasonable effortand provisionally designate them as representatives for the Settlement Class (solely for the purpose of certifying the Settlement Class for settlement, Company agrees not to present or pursue any of their individualized defenses to the claims in any of the complaints Settling Plaintiffs filed in the Actions); (c) Find preliminarily that Class Counsel fairly and adequately represent the interests of the Settlement Class, and constitutes valid, dueprovisionally designate Class Counsel; (d) Find that the terms of the settlement contemplated by this Agreement fall within the range of possible approval, and sufficient therefore order that the Agreement be preliminarily approved; (e) Schedule a Final Settlement Hearing to determine the fairness of the Agreement; (f) Approve the Mailed Notice and the Published Notice, which the Parties agree is appropriate settlement notice and is reasonably calculated to apprise Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitutionpendency of the Action, the Agreement, and their rights under the Agreement; 6. (g) Direct the Parties to designate a direction that, pending final determination Settlement Administrator to the Court pursuant to Section 12 of the joint application for Agreement, within 14 days of Preliminary Approval, and direct that the Settlement Administrator perform the functions described in this Agreement; (h) Direct Class Counsel through the Settlement Administrator to mail, via first class postage, to the last-known address of all Settling Plaintiffs and Settlement Class Members, the Mailed Notice within one hundred twenty (120) days of the Preliminary Approval Date; (i) Direct Class Counsel through the Settlement Administrator to publish the Published Notice no more than three (3) times in the legal notices section in USA Today, and/or other media as directed by Class Counsel, within thirty (30) days of the Notice Date and approve the process by which all reasonable costs and expenses associated with disseminating the Mailed Notice or the Published Notice shall be credited against and paid solely from the General Settlement Fund; and (j) Enter an order to the effect that should any Person desire any discovery incident to (or which the Person contends is necessary to) the approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion the Person must first obtain an order from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehicles; 7. a direction Court that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;permits such discovery.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after Within seven (7) business days of filing an amended pleading in the execution Consolidated Action, the Representative Plaintiffs shall file a motion with the Court for entry of a Preliminary Approval Order. The motion shall seek an order, substantially similar to the order attached as Exhibit E, that: (1) Conditionally certifies the Settlement Class under Rule 23(b)(3) of the Federal Rules of Civil Procedure; (2) Preliminarily approves the terms and conditions of the Settlement embodied in this Agreement subject to the Fairness Hearing and final approval by the Court in the Final Approval Order; (3) Finds that the Notice Plan, as submitted to the Court by Class Counsel, is approved by the Court, including the Notice Packet, which includes the Class Notice, and the Claim Form (or such other form(s) otherwise approved by the Court) fairly and adequately describes the terms and effect of this Settlement AgreementAgreement and the Settlement; gives notice of Class Members’ right to opt out of the Class Settlement; describes how Class Members may object to approval of the Settlement; gives notice of the time and place of the Fairness Hearing for final approval of the Settlement; and satisfies the requirements of FED. R. CIV. P. 23(e), due process, and Fifth Circuit law regarding notice to Class Members of the Settlement; (4) Appoints and designates Class Counsel as the counsel for the Settling Parties shall jointly present this Settlement Agreement to Class under FED. R. CIV. P. 23(g). (5) Appoints and designates Plaintiffs as the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, representatives for settlement purposes only, of the Settlement Class; 2. preliminary approval of (6) Preliminarily approves the Claims Program for distributing the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution Fund to Settlement Participating Class Members; 4. a direction to Ford to distribute(7) Appoints and designates ▇▇▇ ▇▇▇▇▇▇▇ of the law firm Perry, at its expenseBalhoff, ▇▇▇▇▇▇ & ▇▇▇▇▇, LLC as the Class Notice in Special Master (8) Authorizes the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from filing of the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice Distribution Plan under seal; and (9) Appoints and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding that the Class Notice constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehicles; 7. a direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;designates Postlethwaite & ▇▇▇▇▇▇▇▇▇▇▇ as Claims

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly In a reasonable time after the execution of this Settlement Agreement, counsel for the Settling Parties Plaintiff shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit BC, which shall include, among other things, the following: 1. preliminary Preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes onlypurposes, of the Settlement Class; 2. preliminary Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3. approval Approval of the Short Form Class Notice and Long Form Class Notice, containing the language set forth in Exhibit D for distribution to Settlement Class MembersExhibits A and B respectively, or materially the same language; 4. a A direction to Ford FCA US to distribute, at its expense, the Short Form Class Notice in the form approved by the Court to Settlement Class Members; a direction to the Notice Administrator to establish the Settlement Website as contemplated by this Settlement Agreement; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice Notice; a direction to each owner or lessee of a Class Vehicle with a pending lawsuit against FCA US alleging problems with the clutch in a Class Vehicle in which final judgment has not yet been entered of the right to opt-in to the Settlement, and a direction that their responses opt-in forms must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Short Form Class Notice constitutes and the Long Form Class Notice, together constitute the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehiclesstayed; 7. a A direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Approval Order and JudgmentJudgment thereon; 8. The scheduling of a final hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and adequate and whether the proposed Final Approval Order and Judgment thereon should be entered (the “Fairness Hearing”); 9. A direction that the Notice Administrator shall tabulate communications from prospective Class Members asking to be excluded from the Class and shall report the names and addresses of such entities and natural persons to the Court and to the Parties no less than seven (7) days before the Fairness Hearing; 10. A direction that Class Counsel shall file a Fee and Expense Application and Plaintiffs’ Service Award application approximately fourteen (14) days prior to the date set forth in the Preliminary Approval Order as the deadline for the objections; and that Class Counsel shall file any supplemental brief in support of final approval of the Settlement Agreement no later than seven days prior to the Fairness Hearing; 11. A direction that any Class Member who wishes to object to the proposed Settlement Agreement, the proposed Final Approval Order and Judgment thereon, and the Fee and Expense Application, and/or Plaintiffs’ Service Award must file and serve such objections no later than the date set forth in the Preliminary Approval Order, together with copies of all papers in support of their position as provided in Section III.D.1 of the Settlement Agreement. The Long Form Class Notice shall state that the Court will not consider the objections of any Class Member who has not properly served copies of their objections on a timely basis or complied with the requirements of Section III.D.1 of the Settlement Agreement. 12. A provision ordering that all Class Members and their representatives who do not timely exclude themselves from the Settlement are preliminarily enjoined from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing, individually, as class members or otherwise, any lawsuit (including putative class action), arbitration, remediation, administrative or regulatory proceeding or order in any jurisdiction, asserting any claims based on alleged defects causing stalling.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this Settlement AgreementNo later than September 26, counsel for the Settling Parties 2014, Class Counsel shall jointly present this Settlement Agreement to the Court, along with a motion an unopposed Motion requesting that the Court issue a Preliminary Approval Order substantially in Approving the form attached as Exhibit BSettlement, which shall include, among other things, and a Joint Stipulation to Certify the following: 1Plaintiff’s Fed. preliminary certification under Federal Rule of Civil Procedure 23, R. Civ. P. 23 Class for settlement purposes only, of which shall include the Settlement Class;following: 2. preliminary i. Preliminary approval of the Settlement settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3ii. approval Certification of this case for settlement purposes, as a class action under Fed. R. Civ. P. 23; iii. Appointing ▇▇▇▇ ▇▇▇▇▇▇▇▇ as Class Representative; iv. Appointing Hawks Quindel, S.C. and Habush Habush & ▇▇▇▇▇▇▇ S.C. as Class Counsel pursuant to Fed. R. Civ. P. 23(g); v. Approving the Class Settlement Notice containing substantially in the language in form of Exhibit D B for distribution to Settlement all Class MembersMembers by Class Counsel; 4vi. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Class Settlement Notice to be given constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6vii. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall that each potential Class Member who wishes to be stayed and all Settlement Class Members who do not request exclusion excluded from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon must opt-out per the 6.0L diesel engine instructions set forth in the Class VehiclesSettlement Notice, and that their response must be received by the date set forth in the Preliminary Approval Order; 7viii. a A direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will shall be bound by in the event the Court issues a Final Order Approving Settlement; ix. Scheduling of a Fairness Hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and Judgmentadequate and whether the proposed Final Order Approving Settlement should be entered; x. A direction that Class Counsel shall file a Petition for Approval of Attorneys’ Fees and Costs at least twenty-one (21) days prior to the Fairness Hearing, and a direction that any supplemental brief in support of final approval of the Settlement Agreement or in response to any objections to the application for attorneys’ fees be filed at least seven (7) days before the Fairness Hearing, and that the Court shall determine at the Fairness Hearing in what amount attorneys’ fees and reimbursement of costs and expenses should be awarded to Class Counsel; xi. A direction that any Class Member who wishes to object in any way to the proposed Settlement Agreement must file and serve such written objections per the instructions set forth in the Settlement Notice no later than sixty (60) days after the mailing of the Settlement Notice (“Notice Period”), together with copies of all papers in support of his or her position. The Settlement Notice shall state that the Court will not consider objections of any Class Member who has not properly served copies of his or her objections on a timely basis.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this the Settlement Agreement, counsel for Class Counsel will present the Settling Parties shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B4, which shall will include, among other things: • A finding that the Settlement Classes have previously been certified in the Litigation, the following: 1. preliminary and have been found to satisfy requirements for class certification under as set forth by Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary ; • Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3. approval ; • Approval of the Class Settlement Notice containing the language in Exhibit D Exhibits 1, 2, and 3 for distribution to Members of the Settlement Class Members; 4. a Classes; • A direction to Ford to distributedisseminate, at its expense, the Class Notice in the form forms approved by the Court to Members of the Settlement Class MembersClasses; a • A direction that each potential Member of the Settlement Class Member Classes who wishes to be excluded from the Settlement Class Classes must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a ; • A finding that the Class Notice constitutes the best practicable notice practicable under the circumstances, including individual notice to all Members of the Settlement Class Members Classes who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Members of the Settlement Class Members Classes in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a ; • A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Members of the Settlement Class Members Classes who do not validly request exclusion from the Settlement Class Classes shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine on MFT issues in the Class Vehicles; 7. a ; • A direction that any Member of the Settlement Class Member Classes who has not properly and timely requested exclusion from the Settlement Class Classes will be bound by the Final Order and Judgment;; • The scheduling of a final hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and adequate and whether the proposed Final Order and Judgment should be entered (the Fairness Hearing); • A direction that the Settlement Administrator shall tabulate communications from prospective Members of the Settlement Classes asking to be excluded from the Settlement Classes and shall report the names and addresses of such entities and natural persons to the Court and to Ford and Class Counsel no less than seven days before the Fairness Hearing; • A direction that Class Counsel shall file a Fee and Expense Application and Named Plaintiffs’ Service Award application approximately thirty-five days prior to the date set forth in the Preliminary Approval Order as the deadline for the objections; that Class Counsel shall file any supplemental brief in support of final approval of the Settlement Agreement no later than seven days prior to the Fairness Hearing; and that the Court shall, separately from its order regarding final approval of the Settlement Agreement, determine at the Fairness Hearing in what amount attorneys’ fees and reimbursement of expenses should be awarded to Plaintiffs’ counsel pursuant to the terms of the Settlement Agreement, as well as the amount of the Service Awards that should be awarded to the Named Plaintiffs pursuant to the terms of the Settlement Agreement; • A direction that any Member of the Settlement Classes who wishes to object to the proposed Settlement Agreement, the proposed Final Order and Judgment, the Fee and Expense Application, and/or the Named Plaintiffs’ Service Award must file and serve such objections no later than the date set forth in the Preliminary Approval Order, which shall be approximately one month before the Fairness Hearing, together with copies of all papers in support of his or her position as provided in Section III.D.1 of the Settlement Agreement. The Class Notice shall state that the Court will not consider the objections of any Member of the Settlement Classes who has not properly served copies of his or her objections on a timely basis or complied with the requirements of Section III.D.1 of the Settlement Agreement. • A provision ordering that all Members of the Settlement Classes and their representatives who do not timely exclude themselves from the Settlement are preliminarily enjoined from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing, individually, as class members, or otherwise, any lawsuit (including putative class actions), arbitration, remediation, or administrative or regulatory proceeding or order in any jurisdiction, asserting any claims based on alleged malfunctions of the MFT in Ford and Lincoln vehicles or asserting any Released Claims.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the Within 30 days following full execution of this Settlement Agreement, counsel for the Settling Parties shall jointly present this Settlement Agreement to the Court, along with a motion requesting that Plaintiffs will move the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule for entry of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding , which shall specifically include provisions that: (1) preliminarily approve the Settlement as fair, adequate and reasonable to the Settlement Class, and within the reasonable range of possible final approval; (2) conditionally certify the Settlement Class for Settlement purposes only and appoint Class Counsel as counsel for the Settlement Class for Settlement purposes only; (3) approve the forms of Class Notice and find that the Class Notice notice constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, provides due and sufficient notice to the Settlement Class Members in full compliance with and fully satisfies the requirements of applicable law, including the due process clause and O.C.G.A § 9-11-23; (4) direct that notice be provided to the Settlement Class, in accordance with this Agreement, by the Notice DocuSign Envelope ID: 6E3CCFD2-B3F3-4E95-AE7C-F5E417312631 Deadline; (5) establish a procedure for persons in the Settlement Class to object to the Settlement or exclude themselves from the Settlement Class by the Objection/Exclusion Deadline, after which no one shall be allowed to object to the Settlement or exclude himself or herself from the Settlement Class or seek to intervene; (6) approve the Claim Form and the Claims Process described herein, and set a deadline for timely submission of the United States Constitution; 6. a direction that, claims; (7) pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from whether the Settlement Class shall should be enjoined approved, bar all persons in the Settlement Class, directly, on a representative basis or in any other capacity, from commencing or prosecuting against any of the Released Parties any action, suit, proceeding, claimarbitration, or cause of action proceeding in any court court, arbitration forum or before tribunal asserting any tribunal based upon of the 6.0L diesel engine Released Claims; (8) pending final determination of whether the Settlement should be approved, stay all proceedings in the Class Vehicles; 7. a direction Action (and specifically the Stayed Actions in their entirety) except those related to effectuation of the Settlement; (9) schedule the Fairness Hearing on Final Approval of the Settlement, which shall be one hundred and eighty (180) days after Preliminary Approval (or such other date ordered by the Court); and (10) providing that, in the event the proposed Settlement set forth in this Agreement is not approved by the Court, or in the event that this Agreement becomes null and void pursuant to its terms and the Effective Date does not occur, this Agreement and all orders entered in connection therewith, including but not limited to any Settlement Class Member who has not properly and timely requested exclusion from order conditionally certifying the Settlement Class will Class, shall become null and void and shall be bound by of no further force and effect and shall not be used or referred to for any purposes whatsoever in the Final Order Action or in any other case or controversy; and Judgment;that in such an event, this Agreement and all negotiations and proceedings related thereto shall be deemed to be without prejudice to the rights of any and all parties hereto, who shall be restored to their respective positions as of the date of this Agreement. In the event the Court does not enter the Preliminary Approval order described herein, or decides to do so only with material modifications not acceptable to either Party, then this entire Agreement shall become DocuSign Envelope ID: 6E3CCFD2-B3F3-4E95-AE7C-F5E417312631 null and void, unless the Parties hereto agree in writing to proceed with this Agreement as modified.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this Settlement AgreementNo later than July 19, counsel for the Settling Parties 2013, Class Counsel shall jointly present this Settlement Agreement to the Court, along with a an unopposed motion requesting that the Court issue a Preliminary Approval Order substantially in Approving the form attached as Exhibit BSettlement, which shall include, among other things, and a Joint Stipulation to Certify the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, Plaintiff’s Class for settlement purposes only, of which shall include the Settlement Class;following: 2. preliminary i. Preliminary approval of the Settlement settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3ii. approval Certification of this case for settlement purposes, as a class action under Federal Rule of Civil Procedure 23; iii. Appointing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ as Class Representative; iv. Appointing Hawks Quindel, S.C. and Habush Habush & ▇▇▇▇▇▇▇, S.C. as Class Counsel pursuant to Rule 23(g); v. Approving the Class Notice containing substantially in the language in form of Exhibit D B for distribution to Settlement all Class MembersMembers by Plaintiff’s counsel; 4vi. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Class Notice to be given constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6vii. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall that each potential Class Member who wishes to be stayed and all Settlement Class Members who do not request exclusion excluded from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon must opt-out per the 6.0L diesel engine instructions set forth in the Class VehiclesNotice, and that their response must be received by the date set forth in the Preliminary Approval Order; 7viii. a A direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will shall be bound by in the event the Court issues a Final Order Approving Settlement; ix. Scheduling of a Fairness Hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and Judgmentadequate and whether the proposed Final Order Approving Settlement should be entered; x. A direction that Class Counsel shall file a Petition for Approval of Attorneys’ Fees and Costs at least 21 days prior to the Fairness Hearing, and a direction that any supplemental brief in support of final approval of the Settlement Agreement or in response to any objections to the application for attorneys’ fees be filed at least 7 days before the Fairness Hearing, and that the Court shall determine at the Fairness Hearing in what amount attorneys’ fees and reimbursement of costs and expenses should be awarded to Class Counsel; xi. A direction that any Class Member who wishes to object in any way to the proposed Settlement Agreement must file and serve such written objections per the instructions set forth in the Notice no later than 42 days after the mailing of the Notice, together with copies of all papers in support of his or her position. The Class Notice shall state that the Court will not consider objections of any Class Member who has not properly served copies of his or her objections on a timely basis.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the Following full execution of this Settlement Agreement, counsel for the Settling Parties shall jointly present this Settlement Agreement to the Courtand no later than October 29, along with a motion requesting that 2021, Plaintiffs will move the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the following: 1. preliminary certification under Federal Rule for entry of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding , which shall specifically include provisions that: (a) preliminarily approve the Settlement as fair, adequate and reasonable to the Settlement Class, and within the reasonable range of possible final approval; (b) conditionally certify the Settlement Class for Settlement purposes only and appoint Class Counsel as counsel for the Settlement Class for Settlement purposes only; (c) approve the forms of Class Notice and find that the Class Notice notice constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, provides due and sufficient notice to the Settlement Class Members in full compliance with and fully satisfies the requirements of applicable law, including the due process clause and California Civil Code § 382; (d) direct that notice be provided to the Settlement Class, in accordance with this Agreement, by the Notice Deadline; (e) establish a procedure for persons in the Settlement Class to object to the Settlement or exclude themselves from the Settlement Class by the Objection/Exclusion Deadline, after which no one shall be allowed to object to the Settlement or exclude himself or herself from the Settlement Class or seek to intervene; (f) approve the Claim Form and the Claims Process described herein, and set a deadline for timely submission of the United States Constitution; 6. a direction that, claims; (g) pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from whether the Settlement Class shall should be enjoined approved, bar all persons in the Settlement Class, directly, on a representative basis or in any other capacity, from commencing or prosecuting against any of the Discharged Parties any action, suit, proceeding, claimarbitration, or cause of action proceeding in any court court, arbitration forum or before tribunal asserting any tribunal based upon of the 6.0L diesel engine Released Claims; (h) pending final determination of whether the Settlement should be approved, stay all proceedings in the Class Vehicles; 7. a direction Action except those related to effectuation of the Settlement; (i) schedule the Fairness Hearing on Final Approval of the Settlement, which shall be one hundred and eighty (180) days after Preliminary Approval (or such other date ordered by the Court); and (j) providing that, in the event the proposed Settlement set forth in this Agreement is not approved by the Court, or in the event that this Agreement becomes null and void pursuant to its terms, this Agreement and all orders entered in connection therewith, including but not limited to any Settlement Class Member who has not properly and timely requested exclusion from order conditionally certifying the Settlement Class will Class, shall become null and void and shall be bound by of no further force and effect and shall not be used or referred to for any purposes whatsoever in the Final Order Action or in any other case or controversy; and Judgment;that in such an event, this Agreement and all negotiations and proceedings related thereto shall be deemed to be without prejudice to the rights of any and all parties hereto, who shall be restored to their respective positions as of the date of this Agreement. In the event the Court does not enter the Preliminary Approval order described herein, or decides to do so only with modifications, then this entire Agreement shall become null and void, unless the Parties hereto agree in writing to proceed with this Agreement as modified.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly In a reasonable time after the execution of this Settlement Agreement, counsel for the Settling Parties Plaintiffs shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached attaches as Exhibit BD, which shall include, among other things, the following: 1. preliminary Preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 3. approval Approval of the Short Form Class Notice Notice, the Long Form Class Notice, and the Publication Notice, containing the language contained in Exhibit D for distribution to Settlement Class MembersExhibits A, B, and C, respectively, or materially the same language; 4. a A direction to Ford FCA US to distribute, at its expense, the Short Form Class Notice in the form approved by the Court to Settlement Class Members; a direction to FCA US to publish, at its expense, the Publication Notice in the form approved by the Court; a direction to the Claims Administrator to establish the Settlement Website as contemplated by this Settlement Agreement; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice Notice; a direction to each owner or lessee of a Class Vehicle with a pending lawsuit against FCA US alleging problems with stalling in a Class Vehicle in which final judgment has not yet been entered of the right to opt-in to the Settlement, and a direction that their responses opt-in forms must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Short Form Class Notice, the Long Form Class Notice, and the Publication Notice constitutes together constitute the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehiclesstayed; 7. a A direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment; 8. The scheduling of a final hearing to determine whether this Settlement Agreement should be approved as fair, reasonable, and adequate and whether the proposed Final Order and Judgment should be entered (the “Fairness Hearing”); 9. A direction that the Claims Administrator shall tabulate communications from prospective Class Members asking to be excluded from the Class and shall report the names and addresses of such entities and natural persons to the Court and to the Parties no less than seven days before the Fairness Hearing; 10. A direction that Class Counsel shall file a Fee and Expense Application and Plaintiffs’ Service Award application approximately 14 days prior to the date set forth in the Preliminary Approval Order as the deadline for the objections; and that Class Counsel shall file any supplemental brief in support of final approval of the Settlement Agreement no later than seven days prior to the Fairness Hearing; 11. A direction that any Class Member who wishes to object to the proposed Settlement Agreement, the proposed Final Order and Judgment, and the Fee and Expense Application, and/or Plaintiffs’ Service Award must file and serve such objections no later than the date set forth in the Preliminary Approval Order, together with copies of all papers in support of his/her/its position as provided in Section III.D.2 of the Settlement Agreement. The Long Form Class Notice shall state that the Court will not consider the objections of any Class Member who has not properly served copies of his/her/its objections on a timely basis or complied with the requirements of Section III.D.2 of the Settlement Agreement. 12. A provision ordering that all Class Members and their representatives who do not timely exclude themselves from the Settlement are preliminarily enjoined from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing, individually, as class members or otherwise, any lawsuit (including putative class action), arbitration, remediation, administrative or regulatory proceeding or order in any jurisdiction, asserting any claims based on alleged defects causing stalling.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after the execution of this Stipulation and Settlement Agreement, counsel for the Settling Parties shall jointly present this Stipulation and Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit BA, which shall include, among other things, include the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D B and the Short Form Notice containing the language in Exhibit C for distribution to Settlement Class Members; 4. a direction to Ford SOA to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; Members and to publish the Short Form Notice; 5. a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice Notice, and that their responses must be received by the date set forth in the Preliminary Approval Order; 56. a finding that the Class Notice constitutes and Short Form Notice constitute the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 67. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation the Action other than settlement approval proceedings shall be stayed stayed, and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine design, manufacture, accuracy and/or operation of the odometer system and related components of the odometer system in the Class Vehicles; 78. a direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after 42. This Settlement shall be subject to approval of the Court. If the Court refuses to grant Preliminary Approval, Defendant shall have the right to withdraw from this Agreement, in which case this Agreement (including Exhibits) will become void. The Agreement and any negotiations leading to the Settlement will not and cannot be used for any purpose in connection with any further litigation in the Consolidated Action or any other lawsuit, administrative or other legal proceeding, claim, investigation, or complaint. 43. Within thirty (30) calendar days of the complete execution of this Settlement Agreement, counsel Plaintiffs shall file with the Court a Motion for an Order Granting Preliminary Approval (“Preliminary Approval Motion”). The Preliminary Approval Motion will request entry of a Preliminary Approval Order that will, inter alia, preliminarily approve the Settlement, set the date for the Settling Parties shall jointly present this Final Approval Hearing, and prescribe the method for giving notice of the Settlement Agreement to the Settlement Class. In connection therewith, Plaintiffs will submit to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things: the proposed Notice Package; and a proposed Preliminary Approval Order. The Preliminary Approval Motion will seek the setting of dates for the submission of Claim Forms, Exclusions Statements, objections, and a Final Approval Hearing. Plaintiffs will provide Defendant with a draft of the Preliminary Approval Motion seven (7) calendar days in advance of filing and Defendant will have adequate opportunity to review and provide suggested edits. Defendant retains the right to oppose the Preliminary Approval Motion, including in the event Defendant’s suggested edits to the Preliminary Approval Motion are not adopted. 44. All proceedings in the Consolidated Action will be stayed following entry of the Preliminary Approval Order, except as may be necessary to implement the Settlement or comply with the terms of the Settlement. Pending determination of whether the Preliminary Approval Motion should be granted, the following:Parties agree not to pursue any claims, defenses, discovery, arguments, or motions otherwise available to them in the Consolidated Action. 145. preliminary Pending the Court’s decision on the final approval of the Settlement and entry of the Court’s Final Judgment, Plaintiffs, all Class Members, and anyone acting on behalf of any Class Member shall be barred and enjoined from: (a) further prosecution of the Consolidated Action; (b) filing or taking any action directly or indirectly to commence, prosecute, pursue or participate on an individual or class action basis any action, claim, or proceeding against Defendant or the Defendant Released Parties in any forum in which any of the claims subject to the Settlement are asserted, or which in any way would prevent any such claims from being extinguished; or (c) seeking, whether on a conditional basis or not, certification under Federal Rule of Civil Procedure 23a class action that involves any such claims. 46. The Parties stipulate, for settlement purposes only, to certification by the Court of the Settlement Class; 2Class encompassed by this Settlement. preliminary approval of the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of the Class Notice containing the language in Exhibit D If for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by any reason the Court to Settlement Class Members; does not approve this stipulation, or does not enter a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding that , or if this Settlement is lawfully terminated for any other reason, the Class Notice constitutes preliminary certification of the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who can be identified with reasonable effortclass shall become null and void, and constitutes validthe fact of certification shall not be cited to, dueused, and sufficient notice to Settlement Class Members and/or admissible in full compliance with the requirements of applicable lawany judicial, including the due process clause of the United States Constitution; 6. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claimadministrative, or cause of action in arbitral proceeding for any court purpose or before with respect to any tribunal based upon the 6.0L diesel engine in the Class Vehicles; 7. a direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;issue, substantive or procedural.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after Within ten (10) business days following the execution Execution Date, Settling Plaintiffs shall submit to the Court a joint motion for entry of the Preliminary Approval Order, substantially in the form annexed hereto as Exhibit 1, accompanied by a copy of this Settlement Agreement and a memorandum in support of the motion, which, among other things, asks the Court to: (a) Conditionally certify the Settlement Class (solely for the purpose of certifying the Settlement Class for settlement, Defendants agree not to present or pursue any of their individualized affirmative and negative defenses to the claims in any of the complaints Settling Plaintiffs filed in the Actions); (b) Find that the Settling Plaintiffs who are representative plaintiffs as set out in the Preliminary Approval Order fairly and adequately represent the interests of the Settlement Class and have claims typical of Settlement Class Members and provisionally designate them as representatives for the Settlement Class (solely for the purpose of certifying the Settlement Class for settlement, Defendants agree not to present or pursue any of their affirmative and negative defenses to the claims of Settling Plaintiffs in any of the complaints filed in the Actions); (c) Find preliminarily that Settlement Class Counsel fairly and adequately represent the interests of the Settlement Class, and provisionally designating Settlement Class Counsel; (d) Find that the terms of the Settlement contemplated by this Settlement Agreement fall within the range of possible approval, and therefore order that the Settlement Agreement be preliminarily approved; (e) Schedule a Final Settlement Hearing to determine the fairness of the Settlement Agreement; (f) Approve the Mailed Notice and the Published Notice, which the Parties agree is appropriate settlement notice and is reasonably calculated to apprise Settlement Class Members of the pendency of the Actions, the Settlement Agreement, and their rights under the Settlement Agreement; (g) Approve the Claims Administrator designated pursuant to Section 15.2 of this Settlement Agreement, counsel for and direct that the Settling Parties shall jointly present Claims Administrator perform the functions described in this Settlement Agreement Agreement; (h) Direct the Claims Administrator to mail, via first class postage, to the Courtlast-known address of all Settling Plaintiffs and Settlement Class Members, along with a motion requesting that the Court issue a Mailed Notice within one hundred twenty (120) days of the Preliminary Approval Order substantially Date; (i) Direct the Claims Administrator to publish the Published Notice no more than three (3) times in the form attached as Exhibit B, which legal notices section in USA Today within thirty-five (35) days of the Notice Date. All costs and expenses associated with disseminating the Mailed Notice or the Published Notice shall include, among other things, the following: 1. preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, be paid solely out of the Settlement Class;Account; and 2. preliminary approval of (j) Find that the Settlement memorialized in this Settlement Agreement as fair, reasonable and adequate; 3. approval of Parties have complied fully with the Class Notice containing the language in Exhibit D for distribution to Settlement Class Members; 4. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond notice provisions pursuant to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a finding that the Class Notice constitutes the best notice practicable under the circumstancesAction Fairness Act of 2005, including individual notice to all Settlement Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 6. a direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall be stayed and all Settlement Class Members who do not request exclusion from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon the 6.0L diesel engine in the Class Vehicles; 7. a direction that any Settlement Class Member who has not properly and timely requested exclusion from the Settlement Class will be bound by the Final Order and Judgment;28 U.S.C. § 1715.

PRELIMINARY APPROVAL OF SETTLEMENT. Promptly after The Parties will file with the execution Court, by June 29, 2018, a Joint Motion for Preliminary Approval of Settlement and a Proposed Order Approving Settlement, and supporting brief, in a form mutually agreed to by the Parties. Plaintiff’s Counsel will draft these documents. A fully executed copy of this Agreement will be attached to the motion for approval. The Parties will cooperate and take all necessary steps to effectuate judicial approval of this Settlement Agreement, counsel for . The joint motion will request the Settling Parties shall jointly present this Settlement Agreement to the Court, along with a motion requesting that the Court issue a Preliminary Approval Order substantially in the form attached as Exhibit B, which shall include, among other things, the followingfollowing relief: 1. preliminary certification under Federal Rule of Civil Procedure 23, for settlement purposes only, of the Settlement Class; 2. preliminary Preliminary approval of the Settlement settlement memorialized in this Settlement Agreement as fair, reasonable reasonable, and adequate; 2. Certification of this case as a class action under FED.R.CIV.P. 23; 3. approval Certification of this case as a collective action under 29 U.S.C. § 216(b); 4. Appointing ▇▇▇▇▇ ▇▇▇▇▇▇ as a Class Representative; 5. Appointing Hawks Quindel, S.C., as Class Counsel pursuant to FED.R.CIV.P. 23(g); 6. Approving the Class Notice containing in the language in form of Exhibit D B for distribution to Settlement all Class Members; 47. a direction to Ford to distribute, at its expense, the Class Notice in the form approved by the Court to Settlement Class Members; a direction that each potential Settlement Class Member who wishes to be excluded from the Settlement Class must respond to the Class Notice in writing in accordance with the instructions set forth in the Class Notice and that their responses must be received by the date set forth in the Preliminary Approval Order; 5. a A finding that the Class Notice to be given constitutes the best notice practicable under the circumstances, including individual notice to all Settlement Rule 23 Class Members who can be identified with reasonable effort, and constitutes valid, due, and sufficient notice to Settlement Rule 23 Class Members in full compliance with the requirements of applicable law, including the due process clause of the United States Constitution; 68. a A direction that, pending final determination of the joint application for approval of this Settlement Agreement, all proceedings in this Litigation other than settlement approval proceedings shall that each potential Rule 23 Class Member who wishes to be stayed and all Settlement Class Members who do not request exclusion excluded from the Settlement Class shall be enjoined from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court or before any tribunal based upon must opt-out per the 6.0L diesel engine instructions set forth in the Class VehiclesNotice, and that their response must be received within thirty days of mailing of the Notice; 79. a A direction that any Settlement Rule 23 Class Member who has not properly and timely requested exclusion from the Rule 23 Settlement Class will shall be bound by in the event the Court issues a Final Order Approving Settlement; 10. The conducting of a Fairness Hearing on September 18, 2018 at 11:00 AM to determine whether this Settlement Agreement should be approved as fair, reasonable, and Judgmentadequate and whether the proposed Final Order Approving Settlement should be entered; 11. A direction that Class Counsel shall file a Motion for Approval of Attorneys’ Fees and Costs twenty-one days prior to the Fairness Hearing, and a direction that any supplemental brief in support of final approval of the Settlement Agreement or in response to any objections to the application for attorneys’ fees be filed at least seven days before the Fairness Hearing, and that the Court shall determine at the Fairness Hearing in what amount attorneys’ fees and reimbursement of costs and expenses should be awarded to Class Counsel;