Common use of Preliminary Approval Clause in Contracts

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of A. As soon as practicable after this Agreement by all signatoriesis fully executed, Class for settlement purposes only, the Plaintiffs and Co-Lead Counsel shall promptly move request the Court to make preliminary findings, enter the Preliminary Approval Order granting conditional certification of the Class, subject to final findings and ratification in the Final Order and Judgment, and appoint the Plaintiffs as class representatives and Co-Lead Counsel as counsel for an order granting preliminary approval the Class. Neither Defendant nor Defendant’s Counsel will object to such requests for the purposes of this Settlement (“effectuating the Settlement. Such agreement not to object to class certification shall extend only as necessary to effectuate the Settlement. As set forth in the draft Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with , the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval Plaintiffs shall request that the Court: (Court to enter an order: 1) . preliminarily approve the terms of approving and finding this Agreement and the Settlement as within the range of being fair, adequatereasonable, and reasonable; (adequate; 2) provisionally certify . conditionally certifying the Settlement Class pursuant to Federal Litigation as a settlement class action under Rule of Civil Procedure 23(b)(3) and (e) of the Federal Rules of Civil Procedure; 3. appointing Plaintiffs as class representatives and Co-Lead Counsel as counsel for settlement purposes only; (3) approve the Notice Program set forth herein and approve Class; 4. preliminarily approving the form form, manner, and content of the Class Notice; (4) approve , as provided herein, and finding that notice is fair, reasonable, and the procedures set forth best notice practicable under the circumstances in Section VII for Settlement connection with notifying the Class Members to exclude themselves from of their rights and responsibilities under the Settlement and satisfying due process and Rule 23 of the Federal Rules of Civil Procedure; 5. appointing the Settlement Administrator to send Class or Notice and administer the Settlement; 6. providing that Class Members will have until a date certain to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of or file a request for exclusion from the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).as provided herein;

Preliminary Approval. 5049. Upon execution of this Agreement by all signatoriesthe Parties, Class Counsel shall promptly move file a motion with the Court for seeking an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement. D. The motion for preliminary approval shall request that the Court: : (1i) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2ii) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure FEDERAL RULES OF CIVIL PROCEDURE 23(b)(2), 23(b)(3) ), and (e23(e) for settlement purposes only; (3iii) approve the Notice Program set forth herein and approve the form and content of the Notice; (4iv) approve the procedures set forth in Section VII IX for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5v) stay all proceedings in the Action Litigation unrelated to the Settlement, pending Final Approval of the Settlement; (6vi) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimClaim (as defined in Paragraph 65); (vii) appoint a settlement class representative and settlement class counsel; and (7viii) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, fees and expenses, and for Service Awards expenses (“Final Approval Hearing”). 5150. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, The Settlement Administrator shall serve or cause to be served a provide notice of the proposed Settlement, Settlement to the appropriate state or federal officials in conformance accordance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) Fairness Act of 2005 (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that, under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes the best notice practicable under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e- mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, a. Lead Class Counsel shall promptly move file in the Court a Motion for an order granting preliminary approval Preliminary Approval of Class Action Settlement (to which this Settlement (“Agreement shall be attached as an Exhibit) requesting that the Court certify the Settlement Class for settlement purposes only and enter the Preliminary Approval Order”). b. The Motion for Preliminary Approval of Class Action Settlement shall seek to appoint Plaintiffs as representatives of the Settlement Class. Plaintiffs, who have executed this Settlement Agreement and agree to be bound by it, believe it is in the best interests of the Settlement Class. c. The proposed Preliminary Approval Order shall: i. Find that will be filed with the motion shall be in a form agreed upon by requirements for certification of the Settlement Class have been satisfied, appoint Plaintiffs as the representatives of the Settlement Class, appoint lead Class Counsel and SPEas counsel for the Settlement Class, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally certify reasonableness such that the Settlement Class pursuant Notice should be sent to Federal Rule the members of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Settlement Class; ii. Approve the Notice Program Plan and Settlement Notice and direct that it be given as set forth herein and approve in Paragraphs 25.a. to 25.e. of this Settlement Agreement; iii. Schedule the form and content Final Approval Hearing not earlier than one hundred five (105) days following the Preliminary Approval Date; iv. Appoint Angeion Group as the Settlement Administrator; v. Find that the Settlement Escrow Account is to be a “Qualified Settlement Fund” as defined in Section 1.468B-1(c) of the Notice; (4) approve Treasury Regulations; vi. Provide that any objections by any Settlement Class Member to the Settlement Agreement shall be heard and any papers submitted in support of said objections shall be considered by the Court at the Final Approval Hearing only if, on or before the Objection and Opt-Out Deadline specified in the Settlement Notice and Preliminary Approval Order, such Settlement Class Member follows the procedures set forth in Section VII this Settlement Agreement and approved by the Court; vii. Establish dates by which the Parties shall file and serve all papers in support of the motion for final approval of the Settlement and/or in response to any valid and timely objections and in support of Attorneys’ Fee, Cost, and Service Award; viii. Provide that all Settlement Class Members will be bound by the Final Approval Order and the Final Judgment unless such Person timely submits to exclude themselves from the Settlement Administrator a valid written Request for Exclusion in accordance with this Settlement Agreement and the Settlement Notice; ix. Provide that, pending the Final Approval Hearing and the Effective Date, all proceedings in the Litigation, other than proceedings necessary to carry out or enforce the terms and conditions of this Settlement Agreement, shall be stayed; x. Provide that, pending the Final Approval Hearing, Plaintiffs, or any of them, and all Settlement Class Members, are enjoined from commencing or prosecuting, either directly or indirectly, any action asserting any of the Released Claims against any of the Released Parties; and xi. Issue other related orders to object effectuate the preliminary approval of the Settlement Agreement. d. Following the entry of the Preliminary Approval Order, the Notice Plan shall be effectuated in the manner directed and approved by the Court. The Parties agree that the methods of Settlement Notice described in this Settlement Agreement are valid and effective and that they provide reasonable and the best practicable notice to the Settlement; (5) stay the Action pending Final Approval Settlement Class. e. Upon entry of the Settlement; (6) stay and/or enjoinPreliminary Approval Order, pending Final Approval Plaintiffs, Class Counsel, Bow and Counsel for Bow agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, including filing the Settlement, necessary motion papers and scheduling any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing necessary hearings for a date and time and date mutually that are convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly The Parties will move the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval C, which shall request that the Courtspecifically include provisions that: (1a) preliminarily approve the terms of Settlement reflected in this Agreement as sufficiently fair, adequate and reasonable to the Settlement as Class, and within the reasonable range of fair, adequate, and reasonablepossible final approval; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) for settlement purposes only and (e) appoint Plaintiffs as class representatives and Class Counsel as counsel for the Settlement Class for settlement purposes only; (3c) approve the forms of Class Notice and find that the Notice Program set forth herein constitutes the best notice practicable under the circumstances, provides due and approve sufficient notice to the form Settlement Class and content fully satisfies the requirements of the Noticedue process and Federal Rule of Civil Procedure 23; (4d) approve direct that notice be provided to the procedures set forth Settlement Class, in Section VII accordance with this Agreement; (e) establish a procedure for Settlement Class Members to object to the Settlement or exclude themselves from the Settlement Class or to object to Class, and set the SettlementOpt-Out and Objection Deadline; (5f) approve the Claim Form substantially in the form attached as Exhibit B and the claims process described in this Agreement; (g) pending final determination of whether the Settlement should be approved, bar and preliminarily enjoin all Settlement Class Members, directly, on a representative basis or in any other capacity, from commencing, prosecuting, intervening in, or participating as a plaintiff or class member in any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims against any of the Released Parties; (h) pending final determination of whether the Settlement should be approved, stay all proceedings in the Action pending Final Approval except those related to effectuation of the Settlement; (6i) stay and/or enjoinapprove and appoint a Claims Administrator to perform the tasks as set forth in this Agreement; (j) provide that no discovery (except for reasonable confirmatory discovery requested by Class Counsel) with regard to the Settlement Agreement or the proposed Settlement and its administration shall be permitted by any Settlement Class Member or any other Person, pending other than as may be directed by the Court upon a proper showing seeking such discovery by motion properly filed with this Court, noticed and served in accordance with the governing rules of procedure; (k) schedule a hearing on Final Approval of the Settlement, any actions brought which shall be scheduled no earlier than fourteen (14) days after the Opt-Out and Objection Deadline and provide that this hearing may, from time to time without further notice to the Settlement Class, be continued or adjourned by order of the Court; and (l) approve the Tolling Letters to be sent by the GEICO COMPANIES in response to notices of intent to initiate litigation under Chapter 627 of the Florida Statutes or civil remedies notices under Chapter 624 of the Florida Statutes received from Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and on or after the date mutually convenient for of preliminary approval substantially in the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).form attached as Exhibit E.

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least fourteen (14) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution Plaintiffs shall submit to the District Court a motion, to be joined by Settling Defendants requesting entry of this Agreement by all signatoriesan order, substantially in the form of Exhibit A, attached hereto, preliminarily approving the settlement and certifying the Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement Purposes only (“Preliminary Approval Order”). The Preliminary Order shall provide, inter alia: a. that the settlement proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 Settlement Agreement has been negotiated at arm’s length and is preliminarily determined to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of be fair, reasonable, adequate, and reasonable; (2) provisionally certify in the best interests of the Settlement Class; b. that the Class Notice meets the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, and constitutes the best notice practicable under the circumstances for settlement purposes; c. that the Settlement Class defined herein be certified, designating Class Representatives and Settlement Class Counsel as defined herein, on the condition that the certification and designations shall be automatically vacated in the event that the Settlement Agreement is terminated pursuant to Federal Rule its terms or is not approved by the Court or any appellate court; d. for a schedule for the filing of Civil Procedure 23(b)(3) a Motion to approve finally the Settlement Agreement; e. for a hearing on the settlement proposed in this Settlement Agreement to be held by the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be finally approved by the Court (e) the “Fairness Hearing”); f. for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content filing of a Motion for approval of the proposed form of, method for dissemination of Class Notice; (4) approve and g. in aid of the procedures set forth in Section VII for Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members to exclude themselves shall be preliminarily enjoined and barred from the Settlement Class instituting, commencing, or to object to the Settlement; (5) stay the Action pending Final Approval prosecuting any action or other proceeding asserting any of the Settlement; (6Claims released in Section II(B) stay and/or enjoinagainst any Released Parties, pending Final Approval of the Settlementeither directly, individually, representatively, derivatively, or in any actions brought other capacity, by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlementwhatever means, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).any

Preliminary Approval. 50. Upon execution a. On or before June 11, 2021, Lead Counsel shall file a copy of this Agreement by all signatories, Class Counsel shall promptly move with the Court and shall file a Motion for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed of the Settlement consistent with this Agreement, requesting entry of the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as of Exhibit D attached hereto. The Preliminary Approval Order shall include provisions: i. Finding that attached as Exhibit 1 the Parties have provided to the Court, through this Agreement, the Motion for Preliminary Approval of Class Action Settlement, and any response thereto by Defendants, information sufficient to enable the court to determine whether to give notice of the proposal to the Class; ii. The motion Preliminarily appointing Plaintiff as the Class Representative, and preliminarily appointing Lead Counsel as counsel for preliminary approval shall request that the Court: (1) preliminarily approve the terms of Settlement Class; iii. Preliminarily approving the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally certify reasonableness such that the Settlement Notice should be provided to the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve Members; iv. Approving the Notice Program set forth herein Plan and approve Settlement Notice, and directing that the form Notice Plan be implemented and content of the Notice; (4) approve the procedures Settlement Notice be given as set forth in Section VII for D of this Settlement Agreement; v. Scheduling the Final Approval Hearing approximately 90 days following the Notice Date, or as soon thereafter as practicable; vi. Appointing the Settlement Administrator; vii. Providing that any objections by any Settlement Class Members Member to exclude themselves from the Settlement Class or to object to Agreement shall be heard and any papers submitted in support thereof shall be considered by the Settlement; (5) stay Court at the Action pending Final Approval of Hearing only if, on or before the Settlement; (6) stay and/or enjoinObjection and Opt- Out Deadline specified in the Settlement Notice and the Preliminary Approval Order, pending Final Approval of the Settlement, any actions brought by objecting Settlement Class Members concerning a Released Claim; Member follows the procedures for objecting set forth in this Settlement Agreement and (7) schedule a Final in the Preliminary Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).Order;

Preliminary Approval. 50(A) This Settlement shall be subject to approval of the Court. Upon execution As set forth in Section 5, Defendant shall have the right to withdraw from the Settlement if the Court does not approve the Settlement. (B) Plaintiff shall file an unopposed motion for Preliminary Approval of this this matter according to the terms of the Agreement. The Preliminary Approval Motion shall include: (i) the proposed Noticeof Proposed Class Action Settlement; (ii) a proposed Preliminary Approval Order; (iii) an executed version of this Agreement; and (iv) the necessary documents, memorandum, affidavits, and exhibits for the purposes of certifying a Class for settlement purposes only, and preliminarily approving the Agreement. (C) The Preliminary Approval Motion also will seek: (i) the appointment of the Settlement Administrator to administer the settlement; (ii) the setting of a date for individuals to opt-out of this Agreement and/or provide objections to this Agreement, which date will be forty-five (45) days from the initial sending of Notice to the Class Members by all signatoriesthe Administrator; and (iii) to set a date for the Final Approval Hearing, Class Counsel for Final Approval of the Settlement which shall promptly move be no earlier than one hundred and twenty (120) days following the date that the Court for an order granting preliminary approval of this Settlement (“enters the proposed Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by . (D) Class Counsel and SPE, and substantially in will inform the form as that attached as Exhibit 1 Court of the intended process to this Agreement. The motion for preliminary approval shall request that the Courtobtain a things seek to: (1) preliminarily approve the settlement as fair; (2) approve the proposed notices to the Class; (3) incorporate the terms of the Settlement Release, as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Noticedescribed herein; (4) approve dismiss the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the SettlementLitigation with prejudice; (5) stay the Action pending Final Approval of the Settlementaward Class Counsel fees, expenses and costs; (6) stay and/or enjoin, pending Final Approval of award the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimService Award; and (7) schedule a Final Approval hearing for a time appoint the Administrator and date mutually convenient for award the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, Administrator fees and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon 2.1 As soon as practicable after the execution of this Agreement by all signatoriesAgreement, Class Counsel Counsel, through Lead Class Counsel, shall promptly move the Court for an order granting preliminary approval of this Settlement (“a Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the CourtA: (1a) preliminarily approve the terms of approving the Settlement memorialized herein as within the range of fair, adequatereasonable, and reasonableadequate; (2b) provisionally certify preliminarily certifying the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3c) approve appointing the Settlement Administrator and/or Financial Institution (as defined below); (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice Program set forth herein and approve in substantially the form attached hereto as Exhibit B, and content authorizing its dissemination; (f) setting deadlines reasonably consistent with this Agreement for mailing of the Class Notice; (4) approve the procedures set forth in Section VII , submitting requests for Settlement Class Members to exclude themselves from the Settlement Class awards of attorney fees and costs or to object Case Contribution Awards, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing and the consideration of the approval or disapproval of the Settlement and Settlement procedures; (5g) stay approving the Action pending Final Approval Plan of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimAllocation; and (7h) schedule a Final Approval hearing for a time and date mutually convenient for the Courtpreliminarily appointing Moore, Class CounselHolden, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇as Class Representatives, ▇▇ ▇KTMC as Lead Class Counsel, and BPMB, BBB, and TC as Class Counsel. Defendants will not oppose the entry of the Preliminary Approval Order, so long as the order is consistent in all material respects with Exhibit A. 2.2 Once the Court enters the Preliminary Approval Order, Lead Class Counsel and Defense Counsel shall meet and confer to reach agreement on any revisions of the deadlines and timetables set forth herein, if necessary. In the event that the Parties fail to reach such agreement, any of Parties may apply to the Court via a noticed motion for modification of the dates and deadlines herein, provided that such a request to the Court may seek only reasonable modifications of the dates and deadlines contained herein and no other changes.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution Plaintiffs shall submit to the District Court a motion, to be joined by Settling Defendants, requesting entry of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval preliminarily approving the settlement substantially in the form of this Exhibit A, attached hereto, to the Settlement Class (“Preliminary Approval Order”). The Preliminary Order shall provide that, inter alia: a. the settlement proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 Settlement Agreement has been negotiated at arm’s length and is preliminarily determined to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of be fair, reasonable, adequate, and reasonable; (2) provisionally certify in the best interests of the Settlement Class; b. Co-Lead Counsel for Plaintiffs shall submit for the Court’s approval a Proposed Notice to the Class, including a schedule for notice and final approval, a proposed Plan of Notice that includes the proposed manner of Notice, and a proposed Administrator for Notice and Claims; c. the Settlement Class defined herein be certified, designating Class Representatives and Settlement Class Counsel as defined herein, on the condition that the certification and designations shall be automatically vacated in the event that the Settlement Agreement is terminated pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve its terms or is not approved by the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class Court or to object any appellate court; d. Settling Defendants will provide to the Settlement; (5) stay appropriate state officials and the Action pending Final Approval of appropriate federal official the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought notice required by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇Fairness Act of 2005, ▇▇ ▇.▇.▇. 28 U.S.C. § ▇▇▇▇(▇1715(b) (“CAFA”).; e. A hearing on the settlement proposed in this Settlement Agreement shall be held by the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be finally approved by the Court (the “Fairness Hearing”); and f. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from instituting, commencing, or prosecuting any action or other proceeding asserting any of the Claims released in Section II(B) against any Released Party, either directly, individually, representatively, derivatively, or in any other capacity, by whatever means, in any local, state, or federal court, or in any agency or other authority or

Preliminary Approval. 50. a. Upon execution of this Agreement by all signatoriesParties, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“a Preliminary Approval Order”). The proposed Preliminary Approval Order that will shall be attached to the motion, or otherwise filed with the motion Court, and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 3. In the event the Court does not enter the proposed Preliminary Approval Order without material change, Defendant has the right to terminate this Agreement. The Agreement and the Settlement and will have no further obligations under the Agreement unless Defendant waives in writing its right to terminate the Agreement due to any material changes to the Preliminary Approval Order. b. Plaintiff’s motion seeking for preliminary approval shall Preliminary Approval shall, among other things, request that the Court: (1) preliminarily approve the terms of the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally find that it will be likely to certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) Fed. R. Civ. P. 23, for settlement purposes only; (3) appoint the Class Representative as representative of the Settlement Class and Class Counsel as counsel for the Settlement Class; (4) approve the Notice Program set forth herein and approve the form and content of the NoticeNotices of the Settlement; (45) approve the procedures set forth in Section VII herein for Settlement Class Members members to exclude themselves from the Settlement Class or and for Settlement Class Members to object to the Settlement; (56) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing Hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPEDefendant, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve the Settlement and Class Counsel’s application for attorneys’ fees, costs, fees and expenses, costs and for a Service Awards (“Final Approval Hearing”)Award to the Class Representative, if any. 51c. In Plaintiff’s motion seeking Preliminary Approval, Plaintiff shall request that the Court approve the Notices attached as Exhibits 1 - 2. Within 10 days The Court will ultimately determine and approve the content and form of the filing Notices to be distributed to Settlement Class members. d. The Parties further agree that in Plaintiff’s motion seeking Preliminary Approval, Plaintiff will request that the Court enter the following schedule governing the Settlement: (i) deadline for sending the Notices to Settlement Class members: sixty (60) calendar days from the date of Preliminary Approval; (ii) deadline for Settlement Class members to opt out of the Settlement or serve objections to the Settlement: one-hundred twenty (120) calendar days from the date of Preliminary Approval; (iii) deadline for filing motion for preliminary approval, SPE, at its own expense, shall serve or cause Class Counsel’s fees and costs: sixty (60) calendar days from the date of Preliminary Approval; and (iv) deadline for Plaintiff to be served a notice file motion for Final Approval: one-hundred thirty (130) calendar days from the date of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Preliminary Approval.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as practicable, but no later than fourteen (14) days following the full execution of this Agreement by all signatoriesParties provided that the Obligation to Meet and Confer set forth in Section 13.10 below is satisfied, Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“a Preliminary Approval Order”). The A proposed Preliminary Approval Order that will shall be filed with attached to the motion and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as set forth in Exhibit 1 to this Agreement. F. The motion for preliminary approval Preliminary Approval shall request that the Court: (1) preliminarily approve , among other things: 5.1.1 Grant preliminary approval of the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally ; 5.1.2 Provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) FED. R. CIV. P. 23 for settlement purposes only; (3) approve , appoint Plaintiff as the Settlement Class Representatives of the Settlement Class and appoint Settlement Class Counsel as counsel for the Settlement Class; 5.1.3 Approve the Notice Program set forth herein in Section 7 and approve provide that following the form and content of Preliminary Approval Order the Notice; (4) approve Settlement Administrator shall cause the Notice to be provided in accordance with the procedures set forth in Section VII 7 within fourteen (14) days of preliminary approval; 5.1.4 Approve the procedures set forth in Section 8 for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay Settlement or Fee Application; 5.1.5 Find that the Court will retain jurisdiction over all claims relating to this Agreement; 5.1.6 Stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).;

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, a. Class Counsel shall promptly move file with the Court a Motion for an order granting preliminary approval Preliminary Approval of this Class Action Settlement (“requesting that the Court certify the Settlement Class for settlement purposes only and enter a Preliminary Approval Order”). . b. The proposed Motion for Preliminary Approval of Class Action Settlement shall seek to appoint Plaintiffs as representatives of the Settlement Class and Class Counsel as counsel for the Settlement Class. c. Plaintiffs, who have executed this Settlement Agreement and agree to be bound by it, believe the Settlement is in the best interests of the Settlement Class. d. The Preliminary Approval Order shall: i. find that will be filed with the motion shall be in a form agreed upon by requirements for certification of the Settlement Class have been satisfied; ii. appoint Plaintiffs as the representatives of the Settlement Class; iii. appoint Class Counsel and SPE, and substantially in as counsel for the form as that attached as Exhibit 1 to this AgreementSettlement Class; iv. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally certify reasonableness such that the Settlement Class pursuant Notice should be sent to Federal Rule the members of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) the Settlement Class; v. preliminarily approve the Notice Program Plan and Settlement Notice and direct that it be implemented as set forth herein in Sections D.8.a. to D.8.f.; vi. schedule the Final Approval Hearing not earlier than 144 days following the Preliminary Approval Date; vii. appoint KCC Class Action Services, LLC as the Settlement Administrator; viii. provide that any objections by any Settlement Class Member to the Settlement Agreement shall be heard and approve any papers submitted in support of said objections shall be considered by the form and content of Court at the Notice; (4) approve Final Approval Hearing only if such Settlement Class Member follows the procedures set forth in Section VII for this Settlement Class Members to exclude themselves from Agreement; ix. establish dates by which the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval Parties shall file and serve all papers in support of the Settlement; (6) stay and/or enjoin, pending Motion for Final Approval of the Settlement, the Motion for Attorneys’ Fees, Costs, and Service Awards, and any actions brought by response or valid or timely objections to either Motion; x. provide that all Settlement Class Members concerning a Released Claim; and (7) schedule a will be bound by the Final Approval hearing Order and the Final Judgment unless such Person timely submits to the Settlement Administrator a timely and valid written Request for a time Exclusion in accordance with this Settlement Agreement and date mutually convenient for the CourtSettlement Notice; xi. provide that, Class Counselpending the Final Approval Hearing and the Effective Date, all proceedings in the Lawsuit, other than proceedings necessary to carry out or enforce the terms and counsel for SPEconditions of this Settlement Agreement, at which shall be stayed; xii. provide that, pending the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days , Plaintiffs, or any of them, and all Settlement Class Members are enjoined from commencing or prosecuting, either directly or indirectly, any action asserting any of the filing Released Claims against any of the motion Released Parties, unless they have submitted a timely and valid Request for Exclusion from the Settlement; and xiii. issue other related orders to effectuate the preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice approval of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Settlement Agreement.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 5038. Upon execution of this Agreement by all signatoriesthe Parties and identification of the Settlement Class Members by Defendant’s consulting expert, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“a Preliminary Approval Order”). The proposed Preliminary Approval Order that will shall be attached to the motion, or otherwise filed with the motion Court, and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this AgreementC. 39. The motion Motion for preliminary approval shall Preliminary Approval shall, among other things, request that the Court: (1i) preliminarily approve the terms of the Settlement as being within the range of what is fair, adequate, and reasonable; (2ii) provisionally find that it will be likely to certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) 23, for settlement purposes only; (3iii) appoint the Class Representatives as representatives of the Settlement Class; (iv) approve the Notice Program set forth described herein and approve the form and content of the NoticeNotices; (4v) approve the procedures set forth in Section VII herein for Settlement Class Members members to exclude themselves from the Settlement Class or to object to the Settlement; (5vi) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7vii) schedule a Final Approval hearing Hearing for a time and date mutually convenient for the Court, Class Counsel and Cadence Bank’s Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness fairness, reasonableness and adequacy of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve the Settlement and Class Counsel’s application for attorneys’ fees, costs, costs and expenses, expenses and for a Service Awards Award to each of the Plaintiffs (“Final Approval Hearing”). 5140. Within 10 days of The Parties further agree that in Plaintiffs’ motion seeking a Preliminary Approval Order, Plaintiffs will request that the filing of Court enter the motion following schedule governing the Settlement: (i) deadline for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under sending the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇Notices: thirty (30) calendar days from Preliminary Approval; (ii) deadline for opting out or serving objections: no later than the Opt-Out Deadline and the Objection Deadline, ▇▇ ▇respectively; (iii) deadline for filing motions for Class Representative service award and attorneys’ fees, costs & expense award: forty-five (45) calendar days from Preliminary Approval; and (iv) Final Approval Hearing: ninety (90) calendar days from Preliminary Approval.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 509.2.1. Upon execution of this Agreement by all signatoriesWithin ten (10) calendar days after the Settlement Date, Class Counsel shall promptly move submit to the Court for an order granting preliminary approval of a motion, which shall be consistent with this Settlement (“Agreement and which Settling Defendants shall have a reasonable right to review but agree not to oppose, seeking entry of the Order Granting Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 A, with any modifications acceptable to this Agreementall Class Representatives and Settling Defendants in their individual discretion. The motion for shall seek (a) preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of faircertification, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only, of the Settlement Class; (3b) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Preliminary Approval of the Settlement; (6c) stay and/or enjoin, pending Final Approval approval of the Settlementform of Notice (attached as Exhibit E); (d) approval of the Notice Plan (attached as Exhibit G); (e) appointment of Class Counsel; (f) appointment of Class Representatives; (g) appointment of the Notice Administrator; (h) appointment of the Claims Administrator; (i) appointment of the Special Master; (j) appointment of the Escrow Agent; (k) approval of the Escrow Agreement; (l) establishment of the Qualified Settlement Fund; (m) scheduling of the Final Fairness Hearing, any actions and (n) a stay of all proceedings brought by Settlement Class Members concerning a Released Claim; Releasing Persons in the MDL and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counselin other Litigation in any forum as to Settling Defendants, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of injunction against the filing of the motion for preliminary approvalany new such proceedings. 9.2.2. The Parties agree to take all actions reasonably necessary to obtain Preliminary Approval; provided, SPEhowever, at its own expense, that no Party shall serve or cause be required to be served a notice agree to any modification of the proposed SettlementOrder Granting Preliminary Approval attached as Exhibit A, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇Notice attached as Exhibit E, ▇▇ ▇or any other attached Exhibits.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting a motion seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order in substantially the form attached hereto as Exhibit C. Defendants will not oppose this motion. The Preliminary Approval Order to be presented to the Court shall, among other things: Approve the text of the Settlement Notice (“including the Former Participant Claim Form) for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices and the Former Participant Claim Form constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order”). The proposed , by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through a Representative, or in any other capacity, commence or prosecute any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Litigation Expenses, Class Representatives’ Case Contribution Award, and Administrative Expenses; Provide that will any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the motion shall be in a form agreed upon by Clerk of the Court and copies provided to Class Counsel and SPEDefense Counsel. To be filed validly, the objection and substantially in any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the Court; and Approve the form as that of the CAFA Notice attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request E and order that the Court: (1) preliminarily approve the terms upon mailing of the Settlement as within the range of fairCAFA Notices, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Defendants shall have fulfilled their obligations under CAFA. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 5042. Upon execution As soon as is practicable following the signing of this Settlement Agreement by all signatoriesParties, but not later than March 4, 2014, and separately from any motions for an Attorneys’ Fee Award, Reimbursement for Costs and Expenses, or for Plaintiffs’ Service Awards, Plaintiffs and Plaintiffs’ Class Counsel shall promptly move will request, and Defendants will not oppose, the entry by the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed a Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and (substantially in the form as that attached as at Exhibit 1 to this Agreement. The motion for preliminary approval shall request “F”): a. Finding that the Court: (1) preliminarily approve the terms requirements for provisional certification of the Settlement Class have been satisfied, appointing Plaintiffs as the representatives of the Settlement Class, and Plaintiffs’ Class Counsel as counsel for the Settlement Class, and preliminarily approving the settlement as being within the range of fairreasonableness such that the Class Notice should be sent to the members of the Settlement Class; b. Approving the Class Notice and directing that it shall be given as set forth in Section VIII of this Settlement Agreement; c. Scheduling the Fairness Hearing not earlier than seventy-five (75) days following the Notice Date; d. Appointing the Settlement Administrator; e. Authorizing the payment of Settlement Administration Costs reasonably incurred by the Settlement Administrator and those entities or consultant, adequatesuch as Econ One, and reasonable; Inc. (2“Econ One”), working with the Settlement Administrator; f. Finding that the Escrow Account is to be a “Qualified Settlement Fund” as defined in Section 1.468B-1(c) provisionally certify of the Treasury Regulations; g. Providing that members of the Settlement Class pursuant will have until the Claim Bar Date to Federal Rule submit Claim Forms; h. Providing that any objections by any Settlement Class Member shall be heard and any papers submitted in support of Civil Procedure 23(b)(3said objections shall be considered by the Court at the Fairness Hearing only if, on or before the date(s) specified in the Class Notice and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve Preliminary Approval Order, such Settlement Class Member follows the procedures set forth in Section VII this Settlement Agreement and approved by the Court; i. Establishing dates by which the Parties shall file and serve all papers in support of the application for final approval of the settlement and/or in response to any valid and timely objections; j. Providing that all Settlement Class Members to exclude themselves from will be bound by the Final Order and Final Judgment dismissing the Actions with prejudice unless such member of the Settlement Class or to object timely submits to the Settlement; (5) stay Settlement Administrator a valid written request for exclusion in accordance with this Settlement Agreement and the Action Class Notice; k. Providing that, pending Final Approval the Fairness Hearing, Plaintiffs, or any of them, are enjoined from commencing or prosecuting, either directly or indirectly, any action asserting any of the Settlement; (6) stay and/or enjoin, pending Final Approval Released Claims against any of the SettlementReleasees; and l. Issuing other related orders to effectuate the preliminary approval of the Settlement Agreement. 43. Following the entry of the Preliminary Approval Order, the Class Notice shall be given and published in the manner directed and approved by the Court. The Parties agree that the methods of Class Notice contemplated by this Settlement Agreement are valid and effective, that they provide reasonable notice to the Settlement Class, and that they represent the best practicable notice under the circumstances. 44. Upon entry of the Preliminary Approval Order, Plaintiffs, Plaintiffs’ Class Counsel, Defendants, Releasees, and Defense Counsel agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, including filing the necessary motion papers and scheduling any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing necessary hearings for a date and time and date mutually that are convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Promptly upon full execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel Plaintiffs shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 H to this Settlement Agreement. The motion , for preliminary approval shall request that the Courtpurposes of, among other things: (1) preliminarily approve approving the settlement memorialized in this Settlement Agreement such that Notice should be provided in accordance with the terms of the this Settlement as within the range of fair, adequate, and reasonableAgreement; (2) provisionally certify finding that the requirements for provisional certification of the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyhave been satisfied; (3) approve certifying the Notice Program set forth herein and approve the form and content of the NoticeSettlement Class as defined herein; (4) approve setting a date for a Fairness Hearing; (5) approving the procedures proposed Notice program described in Section VI herein (including the proposed forms and methods of notice), and directing dissemination of Notice to the Settlement Class in accordance with the terms of this Settlement Agreement; (6) determining that the Notice program, as set forth in this Settlement Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (7) approving the proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (8) providing that any objections by any Settlement Class Member to this Settlement Agreement, the entry of the Final Order and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said objections shall be considered by the Court at the Fairness Hearing only if, on or before the date(s) specified in the Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Section VII for VIII of this Settlement Agreement; (9) establishing dates by which Settlement Class Members to exclude themselves from Counsel shall file and serve all papers in support of final approval of the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval and in support of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s their application for attorneys’ fees, costs, and expensesservice awards, and by which the Parties shall file and serve all papers in response to any objections; (10) providing that all Settlement Class Members who do not submit timely and valid requests for Service Awards exclusion will be bound by the Final Order and Judgment; (“Final Approval 11) providing a procedure for persons in the Settlement Class to request exclusion from the Settlement Class; (12) directing the Parties, pursuant to the terms and conditions of this Settlement Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (13) setting deadlines consistent with this Settlement Agreement for dissemination of Notice, requesting exclusion from the Settlement Class or objecting to the Settlement, and filing papers in connection with the Fairness Hearing”). 51. Within 10 days ; (14) appointing the Settlement Class Representatives and Settlement Class Counsel; (15) approving the appointment of the filing Settlement Administrator; and (16) enjoining the litigation or prosecution of all claims that will be released by the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, a. Lead Class Counsel shall promptly move file in the Court a Motion for an order granting preliminary approval Preliminary Approval of Class Action Settlement (to which this Settlement (“Agreement shall be attached as an Exhibit) requesting that the Court certify the Settlement Class for settlement purposes only and enter the Preliminary Approval Order”). b. The Motion for Preliminary Approval of Class Action Settlement shall seek to appoint Plaintiffs as representatives of the Settlement Class. Plaintiffs, who have executed this Settlement Agreement and agree to be bound by it, believe it is in the best interests of the Settlement Class. c. The proposed Preliminary Approval Order shall: i. Find that will be filed with the motion shall be in a form agreed upon by requirements for certification of the Settlement Class have been satisfied, appoint Plaintiffs as the representatives of the Settlement Class, appoint lead Class Counsel and SPEas counsel for the Settlement Class, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally certify reasonableness such that the Settlement Class pursuant Notice should be sent to Federal Rule the members of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Settlement Class; ii. Approve the Notice Program Plan and Settlement Notice and direct that it be given as set forth herein and approve in Paragraphs 25.a. to 25.e. of this Settlement Agreement; iii. Schedule the form and content Final Approval Hearing not earlier than one hundred five (105) days following the Preliminary Approval Date; iv. Appoint Angeion Group as the Settlement Administrator; v. Find that the Settlement Escrow Account is to be a “Qualified Settlement Fund” as defined in Section 1.468B-1(c) of the Notice; (4) approve Treasury Regulations; vi. Provide that any objections by any Settlement Class Member to the Settlement Agreement shall be heard and any papers submitted in support of said objections shall be considered by the Court at the Final Approval Hearing only if, on or before the Objection and Opt-Out Deadline specified in the Settlement Notice and Preliminary Approval Order, such Settlement Class Member follows the procedures set forth in Section VII this Settlement Agreement and approved by the Court; vii. Establish dates by which the Parties shall file and serve all papers in support of the Motion for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay Settlement and/or enjoin, pending Final Approval in response to any valid and timely objections and in support of the SettlementAttorneys’ Fees, any actions brought by Costs, and Service Award; viii. Provide that all Settlement Class Members concerning a Released Claim; and (7) schedule a will be bound by the Final Approval hearing Order and the Final Judgment unless such Person timely submits to the Settlement Administrator a valid written Request for Exclusion in accordance with this Settlement Agreement and the Settlement Notice; ix. Provide that, pending the Final Approval Hearing and the Effective Date, all proceedings in the Litigation, other than proceedings necessary to carry out or enforce the terms and conditions of this Settlement Agreement, shall be stayed; x. Provide that, pending the Final Approval Hearing, Plaintiffs, or any of them, and all Settlement Class Members, are enjoined from commencing or prosecuting, either directly or indirectly, any action asserting any of the Released Claims against any of the Released Parties; and xi. Issue other related orders to effectuate the preliminary approval of the Settlement Agreement. d. Following the entry of the Preliminary Approval Order, the Notice Plan shall be effectuated in the manner directed and approved by the Court. The Parties agree that the methods of Settlement Notice described in this Settlement Agreement are valid and effective and that they provide reasonable and the best practicable notice to the Settlement Class. e. Upon entry of the Preliminary Approval Order, Plaintiffs, Class Counsel, Bow and Counsel for Bow agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, including filing the necessary motion papers and scheduling any necessary hearings for a date and time and date mutually that are convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon A. Promptly following execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel shall promptly Plaintiff will move the Court for an order granting preliminary approval entry of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion , which shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: specifically include provisions that: (1) preliminarily approve the terms of the Settlement settlement reflected herein as fair, adequate and reasonable, and within the reasonable range of fair, adequate, and reasonablepossible final approval; (2) provisionally conditionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly and appoint Class Counsel as counsel for the Settlement Class and Plaintiff as Class Representative; (3) approve the form of Class Notice Program and find that the notice program set forth herein constitutes the best notice reasonable and approve practicable under the form circumstances, is due and content sufficient notice to the Settlement Class and fully satisfies the requirements of the Noticedue process and Federal Rule of Civil Procedure 23; (4) approve the procedures set forth in Section VII establish a procedure for Settlement Class Members to exclude themselves from the Settlement Class opt out of or to object to the Settlementsettlement, and set a date following entry of the Preliminary Approval Order, after which no one shall be allowed to opt out of or object to the settlement or seek to intervene in the Action; (5) stay approve the Action pending Final Approval Affirmation of Claim Form and the Settlementclaims submission process described herein; (6) stay and/or enjoinpending final determination of whether the settlement should be approved, pending 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, arbitration or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims; (7) authorize the Parties, without further approval from the Court, to agree to and adopt such conforming amendments, modifications and expansions of the Settlement Agreement and its implementing documents (including all exhibits to this Settlement Agreement) so long as they are consistent in all material respects with the terms of the proposed Final Approval Order; (8) pending final determination of whether the settlement should be approved, stay all proceedings in the Action, except those related to the effectuation of the Settlement, any actions brought by Settlement Class Members concerning a Released Claimsettlement; and (79) schedule a Final Approval hearing for a Hearing no earlier than one hundred and twenty (120) days after entry of the Preliminary Approval Order, or such other time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which as the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)shall set. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesSettlement, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement. E. The motion for preliminary approval shall request that the Court: (1a) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure Fed. R. Civ. P. 23(b)(3) and (e) for settlement purposes only; (3c) approve the Settlement Administrator and Notice Program set forth herein and approve the herein, form and content of the Notice, and Claim Form as meeting the standard of “best notice practicable” under Fed. R. Civ. P. 23(c)(2)(B); (4d) approve the procedures set forth in Section VII this Settlement for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5e) stay all proceedings in the Action Litigation unrelated to the Settlement pending Final Approval of the Settlement; (6f) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a any Released ClaimClaims; (g) appoint Class Counsel and Settlement Class Representatives; and (7h) schedule a Final Approval hearing at a date that provides sufficient time for a time the deadlines contemplated by this Settlement and date mutually that is convenient for the Court, Class Counsel, and counsel for SPE, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, expenses and for Service Awards (the “Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 5048. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed in connection with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this AgreementSettling Parties. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fairfairness, adequate, reasonableness; and reasonableadequacy; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay deadlines in the Action unrelated to Preliminary Approval and Final Approval, pending Final Approval of the Settlement; and (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPEall parties to the Action, at which Final Approval hearing the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for a Service Awards (“Final Approval Hearing”)Award. The motion for preliminary approval shall also include a recitation of why the Court is not certifying a class including Non- Applicants in a form agreed upon by the Settling Parties. 5149. Within 10 days of after the filing of the motion for preliminary approval, SPEthe State Defendants, at its their own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under of the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 5047. Upon execution of this Agreement by all signatoriesthe Parties, Class Counsel shall promptly move file a motion with the Court for seeking an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement. F. The motion for preliminary approval shall request that the Court: (1i) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2ii) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(2), 23(b)(3) ), and (e23(e) for settlement purposes only; (3iii) approve the Notice Program set forth herein and approve the form and content of the Notice; (4iv) approve the procedures set forth in Section VII IX for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5v) stay all proceedings in the Action Litigation unrelated to the Settlement, pending Final Approval of the Settlement; (6vi) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimClaim (as defined in Paragraph 63); (vii) appoint settlement class representatives and settlement class counsel; and (7viii) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, fees and expenses, and for Service Awards expenses (“Final Approval Hearing”). 5148. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, The Settlement Administrator shall serve or cause to be served a provide notice of the proposed Settlement, Settlement to the appropriate state or federal officials in conformance accordance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) Fairness Act of 2005 (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order in substantially the form attached hereto as Exhibit C. Defendants will not oppose these motions. The Preliminary Approval Order to be presented to the Court shall, among other things: Grant the motion to maintain certification of the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (“120) days after entry of the Preliminary Approval Order”). The proposed , by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that will any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the motion shall be in a form agreed upon by Clerk of the Court and copies provided to Class Counsel and SPEDefense Counsel. To be filed validly, the objection and substantially in any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the Court; and Approve the form as that of the CAFA Notice attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request E and order that the Court: (1) preliminarily approve the terms upon mailing of the Settlement as within the range of fairCAFA Notices, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Defendants shall have fulfilled their obligations under CAFA. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon 2.01 As soon as possible after the execution of this Agreement Agreement, and in no event later than _______________, 2007 (unless the date is extended by all signatoriesagreement or Court order), Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form of Exhibit D hereto (a) preliminarily approving the Settlement memorialized in this Agreement as that attached as Exhibit 1 to fair, reasonable and adequate, including the material terms of this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2b) provisionally certify certifying the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only, and as defined herein; (3c) approve the Notice Program set forth herein and approve the form and content of the Noticesetting a date for a final approval hearing (“Fairness Hearing”); (4d) approve approving the procedures proposed Class Notice that is attached as Exhibit B, and authorizing its dissemination as set forth in Section VII for Settlement the Agreement; (e) approving the proposed form of Publication Notice that is attached as Exhibit E, and authorizing its publication as set forth in this Agreement; (f) approving the requirement that Class Members file a claim form in order to exclude themselves from obtain a Settlement Benefit, and the Settlement form of Claim Form attached as Exhibit A; (g) setting deadlines consistent with this Agreement for mailing of the Class or Notices, publication of the Publication Notice, submission of Claim Forms, filing of objections, filing of motions to object to intervene, opting out of the Settlement; (5) stay , filing papers in connection with the Action pending Final Approval Fairness Hearing, and the consideration of the approval or disapproval of the Settlement; (6h) stay and/or enjoin, pending Final Approval confirming the appointment of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; ▇▇▇▇▇ ▇. and (7) schedule a Final Approval hearing for a time ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and date mutually convenient for the Court, Class Counsel, ▇▇▇▇▇ ▇. and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ as class representatives and Class Counsel as counsel for the Class; and (▇i) appointing the Settlement Administrator. First Horizon will not oppose the entry of the Preliminary Approval order, provided that it is substantially in the form of Exhibit D hereto. 2.02 The Parties will propose that the Fairness Hearing be held no less than ninety (“CAFA”)90) days of the deadline established in paragraph 2.06 for the mailing of the Class Notice.

Preliminary Approval. 50. Upon As soon as practicable, but no later than fourteen (14) days following the full execution of this Agreement by all signatoriesParties, Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“a Preliminary Approval Order”). The A proposed Preliminary Approval Order that will shall be filed with attached to the motion and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as set forth in Exhibit 1 to this Agreement. E. The motion for preliminary approval Preliminary Approval shall request that the Court: (1) preliminarily approve , among other things: 6.1.1 Approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally ; 6.1.2 Provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) ), appoint Plaintiffs as the Settlement Class Representatives of the Settlement Class and (e) appoint Settlement Class Counsel as counsel for settlement purposes only; (3) approve the Settlement Class; 6.1.3 Approve the Notice Program set forth herein in Paragraph 8 and approve provide that following the form and content of Preliminary Approval Order TransPerfect shall, at its own expense, cause the Notice; (4) approve Notice to be provided in accordance with the procedures set forth in Section VII Paragraph 8.1 within sixty (60) days of preliminary approval; 6.1.4 Approve the procedures set forth in Paragraph 8.3 and Paragraph 8.9 for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) Settlement or Fee Application; 6.1.5 Find that the Court will retain jurisdiction over all claims relating to this Agreement; 6.1.6 Maintain the stay of the Action pending Final Approval of the Settlement; (6) stay ; 6.1.7 Stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Claims; 6.1.8 Schedule the Final Approval hearing for Hearing at a time and date mutually convenient for the Court, Settlement Class Counsel, and counsel for SPETransPerfect, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Settlement Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing” or “Fairness Hearing”).; 51. 6.1.9 Provide that all Settlement Class Members will be bound by the Final Approval Order and Judgment dismissing the Action with prejudice; 6.1.10 Establish dates by which the Parties shall file and serve all papers in support of the application for final approval of the Settlement and Settlement Class Counsel’s Fee Application; and 6.1.11 Within 10 ten (10) days of the filing of the motion for preliminary approvalPreliminary Approval, SPETransPerfect shall, at its own expensecost, shall serve or cause to be served a notice of the proposed Settlement, Settlement in conformance accordance with the requirements under of the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) Fairness Act (“CAFA”), 28 U.S.C. § 1715(b).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesParties, Class Counsel shall promptly move prepare a motion requesting that the Court for an order granting preliminary approval of this Settlement (“court enter a Preliminary Approval Order”). Class Counsel shall provide the proposed preliminary approval motion to Defense Counsel, for the purpose of providing comments thereon, no less than two business days prior to filing. The Parties will also meet and confer concerning a proposed Preliminary Approval Order that will be filed with the motion Order, which shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Courtspecifically include provisions that: (1) preliminarily approve the terms of the Settlement reflected herein as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the NoticeClass Notice and find that the Notice Program set forth herein constitutes the best notice practicable under the circumstances, is due and sufficient notice to the Class and fully satisfies the requirements of due process; (3) direct that Notice be provided to the Settlement Class, in accordance with the Settlement, within ten (10) days following entry of the Preliminary Approval Order; (4) approve the procedures set forth in Section VII establish a procedure for Settlement Class Members to object to the Settlement or exclude themselves from the Settlement Class or and set a date following entry of the Preliminary Approval Order after which no one shall be allowed to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under exclude himself or herself from the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).or seek to intervene in the Litigation;

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Plaintiffs and Class Counsel shall promptly move will use their best efforts to apply to the Court for an order granting preliminary preliminarily approving the terms of the Settlement Agreement. The motion for Preliminary Approval (and all subsequent motions relating to the approval of the Settlement) shall be filed with and determined by the Court and will include a request that the Court: 1. Certify the Settlement Class for settlement purposes only; 2. Appoint Midwest Medical, RenX, Premovic, and ▇▇▇▇▇ as the Class Representatives of the Settlement Class; 3. Appoint Class Counsel to represent the Settlement Class; 4. Explain that Plaintiffs’ claims in the Amended Complaint may have merit, but that Plaintiffs and Class Counsel recognize that the claims in the Actions have an uncertain outcome, and that pursuing this litigation through trial would involve substantial risk, costs, and inevitable delay; and based upon their evaluation of the facts and law, and weighing the risks and the benefits, Class Counsel and the Named Plaintiffs have determined that the Settlement is fair, reasonable, adequate, and in the best interest of the Settlement Class; 5. Preliminarily approve the Settlement Agreement and plan of allocation for purposes of disseminating notice to the Settlement Class; 6. Appoint KCC LLC as the Third-Party Settlement Administrator, and approve the form and contents of the Settlement Class Notice, Claim Form, and the method of dissemination of Settlement Class Notice to Settlement Class Members; and 7. Schedule a Fairness Hearing to (“Preliminary a) review and rule upon any Objections to the Settlement, (b) consider the fairness, reasonableness, and adequacy of the Settlement, (c) consider whether the Court should issue the Final Approval Order”)Order approving the Settlement and granting the Fee Petition and Service Awards and dismissing the Actions with prejudice, and (d) consider such other matters as the Court may deem appropriate. The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and (substantially in the form as that attached as of Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of FILED DATE: 11/2/2020 8:36 AM 2015CH16986 submitted with the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇seeking Preliminary Approval.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon (a) As soon as possible after the execution of this Agreement by all signatoriesAgreement, Class Counsel shall promptly move the Court file a motion for an order granting preliminary approval and entry of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall include a proposed Class Notice and proposed Claim Form, in substantially similar form as Exhibits 1 and 2, and a proposed Preliminary Approval Order, in substantially similar form as Exhibit 4. The Parties shall, in good faith, take reasonable steps to secure expeditious entry by the Court of the Preliminary Approval Order and shall request that the CourtCourt schedule a Fairness Hearing no earlier than ninety (90) days after the service of the Notices required under the Class Action Fairness Act, 28 U.S.C. § 1715. (b) The motion for preliminary approval will seek entry of an order substantially in the form attached hereto as Exhibit 4 that: (1i) preliminarily approve finds the terms Court is likely to certify the Class for purposes of settlement following the Fairness Hearing; (ii) preliminarily approves the Class Representatives and appoints Class Counsel, pursuant to Fed. R. Civ. P. 23; (iii) preliminarily approves the Settlement as fair, reasonable, and adequate; (iv) approves the form of the Class Notice; (v) approves the methods provided for in this Agreement for giving notice of the Settlement as within the range provided in Article VI of fair, adequate, and reasonablethis Agreement; (2vi) provisionally certify approves the Settlement Class pursuant to Federal Rule Claim Form attached as Exhibit 1 hereto and the claims process described in Article VII of Civil Procedure 23(b)(3) and (e) for settlement purposes onlythis Agreement; (3vii) approve sets deadlines for providing notice to the Notice Program set forth herein Class and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class submit requests for exclusion/opt-out, entry of an appearance, or to object objections to the Settlementproposed settlement; (5viii) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning schedules a Released Claimdate and time for a Fairness Hearing; and (7ix) schedule a Final Approval hearing for a time authorizes the Parties to take all necessary and date mutually convenient for appropriate steps to establish the Court, Class Counsel, and counsel for SPE, at which means necessary to implement the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Settlement Agreement. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution 2.01 The Parties stipulate and agree to the certification of the Class solely for purposes of this Settlement. Should the Settlement not become final or Final Approval not occur for any reason, the Settlement and any communications relevant to the Settlement will be treated as a settlement communication under Evid. Code §1152. 2.02 Class Counsel shall file a motion with the Court to enter an order for Preliminary Approval, which order shall (a) conditionally certify this case as a class action; (b) preliminarily approve the Settlement memorialized in this Settlement Agreement by all signatoriesas fair, reasonable, and adequate, including the material terms of this Agreement; (c) set a date for a Final Court Approval Hearing; (d) approve a Class Notice and approve the manner of its publication to the Class; (e) set deadlines consistent with this Agreement for publication of the Class Notice, the filing of objections, the filing of motions, and the filing of papers in connection with the Final Court Approval Hearing; and (f) appoint and approve Class Counsel as the Settlement Administrator. Defendants agree not to oppose any motion seeking Preliminary Approval and entry of the Preliminary Approval Order. 2.03 If necessary, Class Counsel shall promptly move obtain updates, if any, to the Court for an order granting preliminary approval current addresses of this Settlement Class Members using (a) information reasonably available from the National Change of Address database maintained by the United States Postal Service (“Preliminary Approval OrderPostal Service”). The proposed Preliminary Approval Order that will be filed with the motion shall be in , (b) information reasonably available from a form agreed upon by Lexis-Nexis persons search performed as to each Class Counsel and SPEMember, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).and

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesAs soon as reasonably possible and subject to any relevant Court Order, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will be not object to the relief sought in these motions even if they do not agree with all averments of the pleadings filed in support of Plaintiffs’ Motion for Preliminary Approval of Settlement, so long as they are consistent with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreementterms herein. The Preliminary Approval Order to be presented to the Court shall, among other things: Grant the motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally to certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least (14) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which be adjourned or continued by order of the Court will conduct an inquiry into and/or be heard by Zoom or other United States District Court sanctioned videoconference methodologies; and Approve the fairness form of the Settlement, determine whether it was made in good faith CAFA Notice attached as Exhibit E and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days order that upon mailing of the filing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Within ten (10) days following execution of this Agreement by all signatoriesParties and Class Counsel, Class Counsel shall promptly move the Court for file a motion seeking an order granting preliminary approval of this Settlement the Preliminary Approval Order (the “Preliminary Approval OrderMotion”). The Such motion shall also include and seek approval of the proposed Notice and the Settlement Benefits Plan. a. Among other things, the Preliminary Approval Order that Motion will be filed with ask the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the CourtCourt to: (1a) preliminarily preliminary approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyFed. R. Civ. P. 23; (3c) approve the Notice Program Settlement Administrator, notice program set forth herein and approve the herein, form and content of the Notice, and Claim Form; (4d) approve the procedures set forth in Section VII this Settlement for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6e) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a any Released ClaimClaims; (f) appoint Class Counsel and Settlement Class Representatives; and (7g) schedule a Final Approval hearing Hearing at a date that provides sufficient time for a time the deadlines contemplated by this Settlement and date mutually that is convenient for the Court, Class Counsel, and counsel for SPE, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and as well as determine whether to approve Class Counsel’s application for attorneysAttorneys’ fees, costs, Fees and expenses, Expenses and for Service Awards (“Final Approval Hearing”)Awards. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesSettlement, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement5. The motion for preliminary approval shall request that the Court: (1a) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure Fed. R. Civ. P. 23(b)(3) and (e) for settlement purposes only; (3c) approve the Settlement Administrator and Notice Program set forth herein and approve the herein, form and content of the Notice, and Claim Form; (4d) approve the procedures set forth in Section VII this Settlement for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5e) stay all proceedings in the Action Litigation unrelated to the Settlement pending Final Approval of the Settlement; (6f) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a any Released ClaimClaims; (g) appoint Class Counsel and Settlement Class Representatives; and (7h) schedule a Final Approval hearing at a date that provides sufficient time for a time the deadlines contemplated by this Settlement and date mutually that is convenient for the Court, Class Counsel, and counsel for SPE, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, expenses and for Service Awards (the “Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesAs soon as reasonably possible and subject to any relevant Court Order, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) as a non-opt out class for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Short Form Postcard Settlement Notice for mailing to Class Members and the Long Form Settlement Notice to be posted on the Settlement Website; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Short Form Postcard Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (7c) schedule the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a Final Approval hearing reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member; and date mutually convenient for Provide that the CourtFairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Court. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exh bit C. Defendants will not object to these motions The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first class mail and/or e mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper thirty (30) calendar days after the entry of the Preliminary Approval Order Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) calendar days of entry of the Preliminary Approval by all Former Participants, and Beneficiaries or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred forty ( 40 calendar days after the date the otion for ntry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve t e Court should enter the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty ( 0) calendar days prior tothe scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen calendar days (15) before the Fairness Hearing Provide that any party may file a response to an objection by a Class Member at least (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesAs soon as reasonably possible and subject to any relevant Court Order, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting a motion seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will be not object to the relief sought in this motion even if they do not agree with all averments of the pleadings filed in support of Plaintiffs’ Motion for Preliminary Approval of Settlement, so long as they are consistent with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreementterms herein. The Preliminary Approval Order to be presented to the Court shall, among other things: Grant the motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally to certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper. With respect to current participants in the Plans, who are either active employees or who have provided the recordkeeper with an email address, Notice may be sent by email only; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than ninety (390) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) the Court should approve the Notice Program set forth herein Settlement as fair, reasonable, and approve the form and content of the Noticeadequate; (4b) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from Court should enter the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least (14) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file with the Clerk of the Court a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which be adjourned or continued by order of the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should and/or be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve heard by Zoom or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).other United States District Court sanctioned videoconference methodologies; and

Preliminary Approval. 50. Upon Within a reasonable time after execution of this Settlement Agreement by all signatoriesthe Parties, Class Counsel Plaintiff shall promptly move apply to the Court for the entry of an order granting preliminary approval Order: Conditionally certifying the Settlement Class for purposes of this Settlement (“Preliminary Approval Order”)Agreement; Appointing ▇▇▇▇ ▇. The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel ▇▇▇▇▇▇ of ▇▇▇▇▇▇ Law Group, APC and SPE▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair▇▇▇▇▇ ▇▇▇▇▇, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § and ▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ Law, APC as Class Counsel; Appointing ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Class Representative for the Settlement Class; Approving Phoenix Settlement Administrators as Settlement Administrator; Preliminarily approving this Settlement Agreement and its terms as fair, reasonable, and adequate; Approving the form and content of the Notice Packet (▇which is comprised of the Notice of Pendency of Class Action and Settlement and Notice of Individual Settlement Award, drafts of which are attached collectively hereto as Exhibit A), and directing the mailing of same; Staying all other proceedings in the Action until Final Approval; and Scheduling a Final Approval hearing. The Preliminary Approval Order shall be substantially the same as the proposed order attached as Exhibit C. Class Counsel must draft the preliminary approval papers and give Defendants’ counsel a draft of the papers to review at least five (5) (“CAFA”)calendar days before the filing deadline. Defendants shall be permitted, but not required, to file their own brief or statement in support of Preliminary Approval. Defendants agree not to file an opposition to the Motion for Preliminary Approval or Motion for Final Approval.

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that, under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes the best notice practicable under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (7c) schedule a Final Approval hearing the Court should approve the application for a time Attorneys’ Fees and date mutually convenient for the CourtCosts, Class CounselRepresentatives’ Case Contribution Awards, Administrative Expenses incurred to date, and counsel a reserve for SPEanticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, at which and any papers submitted in support of said objections shall be considered, by the Court will conduct an inquiry into at the fairness Fairness Hearing if they have been filed validly with the Clerk of the SettlementCourt and copies provided to Class Counsel and Defense Counsel. To be filed validly, determine whether it was made in good faith the objection and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a any notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).intent to participate or supporting documents must be filed or postmarked at least thirty

Preliminary Approval. 5056. Upon execution of this Agreement by all signatoriesParties, Class Counsel shall promptly move the Court for an order Order granting preliminary approval Preliminary Approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with attached to the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this AgreementBank of America’s Counsel. The motion for preliminary approval Preliminary Approval shall request that the Court: (1) preliminarily approve : a. Approve the terms of the Settlement as within the range of fair, adequate, adequate and reasonable; (2) provisionally ; b. Provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve ; c. Approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve Notices of the Settlement, substantially in the forms attached to this Agreement as Exhibits 1, 2 and 3; d. Approve the procedures set forth below for persons in Section VII for the Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay ; e. Stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule and f. Schedule a Final Approval hearing Hearing for a time and date mutually convenient for the Court, Class Counsel and Bank of America’s Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness fairness, reasonableness and adequacy of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve the Settlement and Class Counsel’s application for attorneys’ fees, costs, costs and expenses, expenses and for a Service Awards Award to Plaintiff (“Final Approval Hearing”). 5157. Within 10 days Bank of the filing of the motion for preliminary approval, SPEAmerica, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇Fairness Act, ▇▇ ▇.▇.▇. 28 U.S.C. § ▇▇▇▇(▇) (“CAFA”1715(b).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representative, through Class Counsel, shall promptly move file with the Court for an order granting a motion seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order in substantially the form attached hereto as Exhibit C. Defendants will not oppose this motion. The Preliminary Approval Order to be presented to the Court shall, among other things: Approve the selection of Settlement Administrator and Escrow Agent; Grant the motion to maintain certification of the Settlement Class for settlement purposes under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice (“including the Former Participant Claim Form) for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices and the Former Participant Claim Form constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order”). The proposed , by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through a Representative, or in any other capacity, commence or prosecute any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Litigation Expenses, Class Representative’s Case Contribution Award, and Administrative Expenses; Provide that will any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the motion shall be in a form agreed upon by Clerk of the Court and copies provided to Class Counsel and SPEDefense Counsel. To be filed validly, the objection and substantially in any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the Court; and Approve the form as that of the CAFA Notice attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request E and order that the Court: (1) preliminarily approve the terms upon mailing of the Settlement as within the range of fairCAFA Notices, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Defendants shall have fulfilled their obligations under CAFA. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Promptly upon full execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel Plaintiffs shall promptly move move, or otherwise request that, the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 J to this Settlement Agreement. The motion , for preliminary approval shall request that the Courtpurposes of, among other things: (1a) preliminarily approve approving the settlement memorialized in this Settlement Agreement such that Notice should be provided in accordance with the terms of the this Settlement as within the range of fair, adequate, and reasonableAgreement; (2b) provisionally certify finding that the requirements for provisional certification of the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3have been satisfied; (c) and certifying the Settlement Class as defined herein; (d) setting a date for a Fairness Hearing; (e) for settlement purposes onlyapproving the proposed Notice program described in Section VI herein (including the proposed forms and methods of notice), and directing its dissemination to Settlement Class Members in accordance with the terms of this Settlement Agreement; (3f) approve determining that the Notice Program program, as set forth herein and approve in this Settlement Agreement, complies with all legal requirements, including but not limited to the form and content Due Process Clause of the NoticeUnited States Constitution; (4g) approve approving the procedures proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (h) providing that any objections by any Settlement Class Member to this Settlement Agreement, the entry of the Final Order and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said objections shall be considered by the Court at the Fairness Hearing only if, on or before the date(s) specified in the Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Section VII for VIII of this Settlement Agreement; (i) establishing dates by which Settlement Class Members to exclude themselves from Counsel shall file and serve all papers in support of final approval of the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval and in support of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s their application for attorneys’ fees, costs, and expensesservice awards, and by which the Parties shall file and serve all papers in response to any objections; (j) providing that all Settlement Class Members who do not submit timely and valid requests for Service Awards exclusion will be bound by the Final Order and Judgment; (“Final Approval Hearing”). 51. Within 10 days k) providing a procedure for persons in the Settlement Class to request exclusion from the Settlement Class; (l) directing the Parties, pursuant to the terms and conditions of this Settlement Agreement, to take all necessary and appropriate steps to establish the filing means necessary to implement the Settlement; (m) setting deadlines consistent with this Settlement Agreement for dissemination of Notice, requesting exclusion from the motion for preliminary approval, SPE, at its own expense, shall serve Settlement Class or cause objecting to be served a notice of the proposed Settlement, and filing papers in conformance connection with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).Fairness Hearing;

Preliminary Approval. 50. Upon Promptly after the execution and delivery of this Agreement by all signatoriesparties, provided that the ▇▇▇▇▇▇ Case remains stayed, the Settlement Class Counsel shall promptly Representatives will move the Court for an order granting preliminary approval entry of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion , which shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Courtspecifically include provisions that: (1a) preliminarily approve the terms of Settlement reflected herein as fair, adequate and reasonable to the Settlement as Class, and within the reasonable range of fair, adequate, and reasonablepossible final approval; (2b) provisionally conditionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) for settlement purposes only and (e) appoint Class Counsel as counsel for the Settlement Class for settlement purposes only; (3c) approve the forms of New Class Notice Program and find that the notice program set forth herein constitutes the best notice practicable under the circumstances, provides due and approve sufficient notice to the form Settlement Class and content fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23; (d) direct that New Class Notice be provided to the Settlement Class, in accordance with this Agreement, within forty-five (45) days following receipt of the Noticeentered Preliminary Approval Order by NCG’s counsel (the “Notice Deadline”); (4e) approve the procedures set forth in Section VII establish a procedure for Settlement Class Members to object to the Settlement or exclude themselves from the Settlement Class or Class, and set a date sixty (60) days after the Notice Deadline, after which no one shall be allowed to object to the SettlementSettlement or exclude himself or herself from the Settlement Class or seek to intervene in the Action (the “Opt Out and Objection Deadline”); (5f) stay approve the Action pending Final Approval of Claim Form and the Settlementpayment process described herein; (6g) stay and/or enjoin, pending Final Approval final approval of the Settlement, any actions brought by bar all Settlement Class Members concerning Members, directly or indirectly, on a representative basis, or in any other capacity from commencing or prosecuting against any of the Released ClaimParties any action, arbitration or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims; and (7h) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness pending final approval of the Settlement, determine whether it was made stay all proceedings in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇Case except those related to the effectuation of the Settlement; and (i) schedule a hearing on final approval of the Settlement, ▇▇ ▇which shall be scheduled no earlier than forty-five (45) days after the Opt-Out and Objection Deadline.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon 2.01 Within ten (10) days after the execution of this Settlement Agreement by all signatoriesClass Counsel and Defendants, Class Counsel shall promptly move the Court for to enter an order granting preliminary approval for Preliminary Approval substantially in the form of this Settlement Exhibit B attached hereto (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion , which order shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1a) preliminarily approve the Settlement memorialized in this Settlement Agreement as fair, reasonable, and adequate, including the material terms of this Agreement; (b) provisionally approve the Settlement Class, as within the range of fairdefined herein, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3c) conditionally designate Representative Plaintiffs as the representatives of the Settlement Class and Class Counsel as counsel for the Settlement Class; (d) set a date for a final approval hearing (“Court Approval Hearing”); (e) approve the proposed Class Notice Program in the form attached hereto as Exhibit C and authorize its dissemination to the Class Members; (f) continue the stay of all proceedings and deadlines in the Action, excepting only those proceedings related to the Settlement, pending the Final Approval Hearing; (g) set forth herein deadlines consistent with this Agreement for mailing of the Class Notice, the filing of objections, the filing of motions, the submission of requests for exclusion from the Class, and the filing of papers in connection with the Court Approval Hearing; (h) appoint and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimAdministrator; and (7i) schedule a Final Approval hearing for a time prohibit and date mutually convenient for the Courtpreliminarily enjoin Representative Plaintiffs, all Class Members (excepting those who are Successful Opt-Outs), Class Counsel, and counsel for SPEPlaintiffs’ Counsel from commencing, at which prosecuting, or assisting in any lawsuit against the Released Persons that asserts or purports to assert matters within the scope of the Release during the time between entry of the Preliminary Approval Order and final determination by the Court will conduct an inquiry into regarding whether to finally approve the fairness Settlement in this Action. Defendants agree not to oppose the entry of the SettlementPreliminary Approval Order, determine whether provided it was made is substantially in good faith and should be finally approvedthe form of Exhibit B attached hereto. Without implication or limitation, and determine whether Defendants’ agreement not to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days oppose the entry of the filing Preliminary Approval Order shall not be an admission or concession by Defendants (or any of them) that a class was appropriate in the motion Action or would be appropriate in any other matter, and/or that any relief was appropriate in the Action, for preliminary approvallitigation or for settlement purposes, SPE, at its own expense, shall serve or cause to would be served a notice of the proposed Settlement, appropriate in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇any other matter.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50A. The Parties and their respective counsel agree that Plaintiffs shall seek Preliminary and Final Approval of the Settlement as described herein. Upon Within ninety (90) days after the full execution of this Agreement by all signatoriesAgreement, Class Counsel Plaintiffs shall promptly move the Court submit a Motion for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed of Settlement, including this Agreement and all other necessary exhibits, and shall seek a Preliminary Approval Order that will be filed with from the motion shall be in a form agreed upon by Class Counsel and SPECourt, and substantially in the form as to be agreed upon by the Parties, which, by its terms shall: 1. Determine preliminarily that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of Agreement and the Settlement as set forth herein fall within the range of fairreasonableness meriting possible final approval and dissemination of Class Notice to the Settlement Class; 2. Determine preliminarily that Tran, adequateMoran, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇are members of the Settlement Class and that, ▇▇ ▇for purposes of the Settlement, they satisfy the requirements of typicality, and that they adequately represent the interests of the Settlement Class Members, and appoint them as the representatives of the Settlement Class; 3. Determine preliminarily that the Settlement Class meets all applicable requirements of Section 382 of the California Code of Civil Procedure and Rule 3.769 of the California Rules of Court and conditionally certify the Settlement Class for purposes of this Agreement under Section 382 for settlement purposes only; 4. Appoint Class Counsel as counsel for the Settlement Class under Rule 3.769; 5. Pending the entry of the Final Judgment and Order Approving Settlement, barring and enjoining Plaintiffs and all Settlement Class Members (except those who opt- out) from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any Released Claims, either directly, representatively, derivatively, or in any capacity, against Defendant or any of the Released Parties.▇ 6. Schedule the Final Approval Hearing to: (a) determine finally whether the Settlement Class satisfies the applicable requirements of Section 382 of the California Code of Civil Procedure and should be finally certified for settlement purposes only; (b) review objections, if any, regarding the Settlement; (c) consider the fairness, reasonableness, and adequacy of the Settlement; (d) consider Class Counsel’s application for an award of attorneys’ fees and reimbursement of costs, disbursements and expenses and Incentive Awards consistent with the terms of this Agreement; (e) determine the validity of the Requests for Exclusion and exclude from the Settlement Class those Persons who validly and timely opt-out; and (f) consider whether the Court shall issue the Final Judgment and Order Approving Settlement approving the Settlement; 7. Set a briefing schedule for the Final Approval Hearing; 8. Approve the Class Notice and Notice Plan; 9. Approve the designation of the Claims Administrator; 10. Direct the Claims Administrator or its designee(s) to cause the Class Notice to be disseminated in the manner set forth in the Notice Plan on or before the Notice Date; 11. Determine that each of the Class Notice and Notice Plan: (a) meets the requirements of Rules 3.766 and 3.769(e)-(f) and due process; (b) is the best practicable notice under the circumstances; (c) is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of the Good Health® Actions and their right to object to the proposed Settlement or opt-out of the Settlement Class; and, (d) is reasonable and constitutes due, adequate, and sufficient notice to all those entitled to receive notice; 12. Require each Settlement Class Member who desires to opt-out of the Settlement Class to submit a timely written Request for Exclusion on or before the Opt- Out Deadline, as specified in Section VII.C. herein; 13. Rule that any Settlement Class Member who does not submit a timely Request for Exclusion will be bound by all proceedings, orders, and judgments in the Consolidated Action and this Agreement; 14. Require any Settlement Class Member who objects to the fairness, reasonableness, or adequacy of the Settlement or to the Fee Award, to deliver to Class Counsel and Defendant’s Counsel and to file with the Court, by the Objection Deadline, all of the information described in Section VII.A.; and, 15. Require that any Settlement Class Member who desires to submit a Claim pursuant to Sections IV.B. and V.B. herein to submit such Claim in writing on or before the Claims Deadline in the manner set forth in Sections IV.B. and V.B. herein, or forever be barred from submitting a Claim under this Agreement.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as practicable after the execution of this Agreement by all signatoriesthe Settlement Agreement, Class Counsel and Defendant’s Counsel shall promptly move the Court for an order granting preliminary approval of jointly submit this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with Agreement to the motion shall be in a form agreed upon by Court, and Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The will file a motion for preliminary approval shall request that of the Court: (1settlement with the Court requesting entry of a Preliminary Approval Order in the form attached hereto as Exhibit D, or an order substantially similar to such form in both terms and cost, requesting, inter alia: a) preliminarily approve the terms certification of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3only pursuant to ¶ 2.6; b) approve preliminary approval of the Notice Program Settlement Agreement as set forth herein and approve the form and content herein; c) appointment of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, ▇▇▇▇▇▇▇ Brain ▇▇▇▇▇▇▇▇ PLLC as Class Counsel; d) appointment of Plaintiffs ▇▇▇▇▇ ▇▇▇▇, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇.▇.▇. § and ▇▇▇▇(▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Class Representatives; e) (“CAFA”)approval of the Short Notice to be mailed by U.S. mail to Settlement Class Members in a form substantially similar to Exhibit A, attached hereto. f) approval of the Long Notice to be posted on the Settlement Website in a form substantially similar to Exhibit B, attached hereto, which, together with the Short Notice, shall include a fair summary of the Settling Parties’ respective litigation positions, the general terms of the settlement set forth in the Settlement Agreement, instructions for how to object to or opt-out of the settlement, the process and instructions for making claims to the extent contemplated herein, the requested attorneys’ fees, and the date, time and place of the Final Fairness Hearing; g) approval of the Claim Form to be available on the Settlement Website for submitting claims and available, upon request, in a form substantially similar to Exhibit C, attached hereto; and h) appointment of EAG as the Claims Administrator. The Short Notice, Long Notice, and Claim Form shall be reviewed by the Claims Administrator and may be revised as agreed upon by the Settling Parties before such submissions to the Court for approval.

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesSettlement, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“the Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement5. The motion for preliminary approval shall request that the Court: (1a) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) Pa. R. Civ. P. 1710 and (e) 1714 for settlement purposes only; (3c) approve the Settlement Administrator and Notice Program set forth herein and approve the herein, form and content of the Notice, and Claim Form; (4d) approve the procedures set forth in Section VII this Settlement for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5e) stay all proceedings in the Action Litigation unrelated to the Settlement pending Final Approval of the Settlement; (6f) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a any Released ClaimClaims; (g) appoint Class Counsel and Settlement Class Representatives; and (7h) schedule a Final Approval hearing at a date that provides sufficient time for a time the deadlines contemplated by this Settlement and date mutually that is convenient for the Court, Class Counsel, and counsel for SPE, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, expenses and for Service Awards (the “Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon The Parties shall jointly request Preliminary Approval of the Settlement Agreement through entry of an order in the form of Exhibit A. Plaintiff shall file a motion for Preliminary Approval as soon as practicable after execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”)Agreement. The proposed Preliminary Approval Order submitted to the Court shall: (a) amend the prior certification order as shown in Exhibit A to, inter alia, provide that will be filed with the motion shall be in a form agreed upon by Class Counsel class includes only Vested Participants and SPE, Beneficiaries of Vested Participants who are currently entitled to benefits and substantially that the certified claims include all claims that were or could have been brought in the Litigation; (b) preliminarily approve the Settlement Agreement as fair, reasonable and adequate and in the best interests of the Plaintiff and the Class; (c) approve as the best notice practicable and as due and sufficient notice the form as that of Notice attached as Exhibit 1 to this Agreement. The motion the Preliminary Approval Order; (d) stay all proceedings in the Litigation other than proceedings necessary for preliminary approval shall request that the Court: (1) preliminarily approve the terms presentation of the Settlement as within Agreement at the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and Fairness Hearing; (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve appointment of Rust Consulting, Inc. as Settlement Administrator, to assist the form and content of Parties in the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval administration of the Settlement; (f) establish dates for (i) filing the Fee and Expense Application; (6ii) stay and/or enjoin, pending Final Approval of filing objections to the Settlement, Settlement Agreement or Class Counsel’s Fee and Expense Application; (iii) filing responses to any actions brought by Settlement Class Members concerning a Released Claimsuch objections; and (7iv) schedule a Final Approval hearing for a time the Fairness Hearing; and (g) preliminarily enjoin Plaintiff and date mutually convenient for the Class from commencing or prosecuting, except through the Litigation, any of the Released Claims, in further aid of the Court, Class Counsel, ’s jurisdiction to implement and counsel for SPE, at which the Court will conduct an inquiry into the fairness of enforce the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Promptly upon full execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel Plaintiffs shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 J to this Settlement Agreement. The motion , for preliminary approval shall request that the Courtpurposes of, among other things: (1a) preliminarily approve approving the settlement memorialized in this Settlement Agreement such that Notice should be provided in accordance with the terms of the this Settlement as within the range of fair, adequate, and reasonableAgreement; (2b) provisionally certify finding that the requirements for provisional certification of the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3have been satisfied; (c) and certifying the Settlement Class as defined herein; (d) setting a date for a Fairness Hearing; (e) for settlement purposes onlyapproving the proposed Notice program described in Section VI herein (including the proposed forms and methods of notice), and directing its dissemination to Settlement Class Members in accordance with the terms of this Settlement Agreement; (3f) approve determining that the Notice Program program, as set forth herein and approve in this Settlement Agreement, complies with all legal requirements, including but not limited to the form and content Due Process Clause of the NoticeUnited States Constitution; (4g) approve approving the procedures proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (h) providing that any objections by any Settlement Class Member to this Settlement Agreement, the entry of the Final Order and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said objections shall be considered by the Court at the Fairness Hearing only if, on or before the date(s) specified in the Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Section VII for VIII of this Settlement Agreement; (i) establishing dates by which Settlement Class Members to exclude themselves from Counsel shall file and serve all papers in support of final approval of the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval and in support of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s their application for attorneys’ fees, costs, and expensesservice awards, and by which the Parties shall file and serve all papers in response to any objections; (j) providing that all Settlement Class Members who do not submit timely and valid requests for Service Awards (“exclusion will be bound by the Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).Order and Judgment;

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move The Parties will use their best efforts to obtain Preliminary Approval from the Court of the Settlement, certification of the Settlement Class as agreed upon, and approval of the forms and methods for providing notice to the Settlement Class, by entry of an order granting preliminary approval of this Settlement (the “Preliminary Approval Order”). The proposed ) by applying to the Court for entry of the Preliminary Approval Order that Order, which will be filed with provide for, among other things: 1. Preliminarily approving the motion shall be in a form agreed upon by Class Counsel and SPESettlement;‌ 2. Conditionally certifying, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms purposes of the Settlement as within the range of faironly, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant as agreed upon herein; 3. Setting a hearing (the “Fairness Hearing”), upon notice to Federal Rule members of Civil Procedure 23(b)(3) the Settlement Class, to determine whether the proposed Settlement should be approved as fair, reasonable, and (e) for settlement purposes only; (3) approve adequate to the Notice Program set forth herein members of the Settlement Class and approve the Action dismissed on its merits and with prejudice; 4. Prescribing the method of giving notice to members of the Settlement Class; 5. Approving the form and content of notice to members of the Settlement Class (the “Class Notice; (4) approve ”); 6. Prescribing a period of time during which the procedures set forth in Section VII for Settlement Class Members to exclude themselves from may file Exclusion Requests; 7. Prescribing a period of time during which the Settlement Class or to object Members may serve written objections to the Settlement; (5) stay Settlement and/or the Action pending Final Approval application of an award of attorneys’ fees and/or reimbursement of expenses by Class Counsel; 8. Prescribing periods of time during which the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for must obtain the Courteighteen months of free Credit Watch Gold as provided by this Settlement Agreement; 9. Providing that, Class Counsel, and counsel for SPE, at which pending final determination of whether the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and Settlement should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51neither ▇▇. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇, nor any member of the Settlement Class either directly, representatively, or in any other capacity, shall commence or prosecute any action or proceeding in any court or tribunal asserting any of the Released Claims against Equifax and any other of the Released Parties (▇as those persons and entities have been defined herein) unless such person has Opted-Out of this Action according to the terms of this Settlement;‌ 10. Providing that any objections to (“CAFA”i) the Settlement; (ii) entry of a judgment approving the Settlement; and/or (iii) Class Counsel’s award of attorneys’ fees and reimbursement of expenses shall be heard (and any papers submitted in support of said objection(s) shall be considered by the Court at the Fairness Hearing) only if, on or before a date to be specified in the Preliminary Approval Order, such person(s) making such objection(s) shall file and serve notice of his or her intention to appear (which shall set forth briefly each objection and all reasons and substantiation therefore) and copies of any papers in support of such person(s’) position(s) as set forth in the Preliminary Approval Order; and 11. Upon the Effective Date of the Settlement (as defined above), any member of the Settlement Class who does not properly and timely request exclusion from the Settlement Class shall be bound by any and all judgments and settlements entered or approved by the Court whether favorable or unfavorable to the Settlement Class.

Preliminary Approval. 50. Upon As soon as practicable, but no later than seven (7) days following the full execution of this Agreement by all signatoriesParties, Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“a Preliminary Approval Order”). The A proposed Preliminary Approval Order that will shall be filed with attached to the motion and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as set forth in Exhibit 1 to this Agreement. E. The motion for preliminary approval Preliminary Approval shall request that the Court: (1) preliminarily approve , among other things: 6.1.1 Approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally ; 6.1.2 Provisionally certify the Settlement Class pursuant to Federal Massachusetts Rule of Civil Procedure 23(b)(323(a) and (e) b), appoint Plaintiff as the Settlement Class Representative of the Settlement Class, and appoint Settlement Class Counsel as counsel for settlement purposes only; (3) approve the Settlement Class; 6.1.3 Approve the Notice Program set forth herein in Paragraph 8 and approve provide that following the form and content of the Notice; (4) approve Preliminary Approval Order Notice shall be provided in accordance with the procedures set forth in Section VII Paragraph 8.1 within thirty (30) days of preliminary approval; 6.1.4 Approve the procedures set forth in Paragraph 8.8 for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay Settlement or Fee Application; 6.1.5 Find that the Action pending Final Approval of the Settlement; (6) stay and/or enjoinCourt will retain jurisdiction over all claims relating to this Agreement; 6.1.7 Stay, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Claims; 6.1.8 Schedule the Final Approval hearing for Hearing at a time and date mutually convenient for the Court, Settlement Class Counsel, and counsel for SPEBHN, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Settlement Class Counsel’s application for attorneys’ fees, costs, and expenses, and for a Service Awards Award (“Final Approval Hearing” or “Fairness Hearing”).; 51. Within 10 days 6.1.9 Provide that all Settlement Class Members will be bound by the Final Approval Order and Judgment dismissing the Action with prejudice; 6.1.10 Establish dates by which the Parties shall file and serve all papers in support of the filing application for final approval of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Settlement and Settlement Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).Counsel’s Fee Application; and

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not take a position on these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. a. Upon execution of this Agreement by all signatoriesParties, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“a Preliminary Approval Order”). The proposed Preliminary Approval Order that will shall be attached to the motion, or otherwise filed with the motion Court, and shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 3. In the event the Court does not enter the Preliminary Approval Order without material change, Defendant has the right to terminate this Agreement. Agreement and the Settlement and will have no further obligations under the Agreement unless Defendant waives in writing its right to terminate the Agreement due to anymaterial changes to the Preliminary Approval Order. b. The motion Motion for preliminary approval shall Preliminary Approval shall, among other things, request that the Court: (1) preliminarily approve the terms of the Settlement as being within the range of fair, adequate, and reasonable; (2) provisionally find that it will be likely to certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) 23, for settlement purposes only, appoint the Class Representatives as representatives of the Settlement Class and Class Counsel as counsel for the Settlement Class; (3) approve the Notice Program set forth herein and approve the form and content of the NoticeNotices of the Settlement; (4) approve the procedures set forth in Section VII herein for Settlement Class Members members to exclude themselves from the Settlement Class or for Settlement Class Members to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; and (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing Hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPEDefendant, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approvedfaith, and determine whether to approve the Settlement and Class Counsel’s application for attorneys’ fees, costs, fees and expenses, costs and for a Service Awards (“Final Award to the Class Representatives. The Motion for Preliminary Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance comply with the requirements under the Class Action ▇United States District Judge ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇’▇ Individual Rule 7.B. c. In Plaintiffs’ motion seeking Preliminary Approval, Plaintiffs shall request that the Court approve the Class Notices attached at Exhibits 1 - 2. The Court will ultimately determine and approve the content and form of the Class Notices to be distributed to Class Members. d. The Parties further agree that in Plaintiffs’ motion seeking Preliminary Approval, Plaintiffs will request that the Court enter the following schedule governing the Settlement: (▇i) deadline for sending the Class Notices: sixty (“CAFA”)60) calendar days from Preliminary Approval; (ii) deadline for opting out or serving objections: one-hundred twenty (120) calendar days from Preliminary Approval; (iii) deadline for filing motions for Class Representative Service Award and Fee & Expense Award: one-hundred fifty (150) calendar days from Preliminary Approval; and (iv) Final Approval Hearing: one-hundred eighty (180) calendar days from Preliminary Approval.

Preliminary Approval. 50. Upon 6.1 After good faith consultation with counsel for ▇▇▇▇▇ Fargo, and within fourteen (14) days of execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel Plaintiffs shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The a proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 to this AgreementC hereto. The Plaintiffs’ motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally : 6.1.1 certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) , confirm the appointment of Plaintiffs as the Settlement Class Representatives for settlement purposes, confirm the appointment of Class Counsel as counsel for the Settlement Class for settlement purposes, and confirm the appointment of the Receiver as the Settlement Administrator for settlement purposes; 6.1.2 authorize the Settlement Administrator to take all reasonable steps to comply with the terms of this Settlement Agreement, including, but not limited to, engaging professionals and service providers to assist with her duties; 6.1.3 authorize the Settlement Administrator to incur and pay Notice and Administration Expenses and Taxes with funds from the Settlement Fund without the need for further court approval; 6.1.4 preliminarily approve the Notice Program set forth herein Settlement Agreement as fair, adequate and reasonable, and within the reasonable range of possible final approval; 6.1.5 approve the form and content of the Notice; (4) approve , including the procedures Claim Form, and find that the notice program set forth in Section VII constitutes the best notice practicable under the circumstances, and satisfies due process and Rule 23 of the Federal Rules of Civil Procedure; 6.1.6 set the date and time for Settlement Class Members the Final Approval Hearing at least 150 days after the date of entry of the Preliminary Approval Order, which may be continued by the Court from time to exclude themselves from time without the necessity of further notice; 6.1.7 establish a procedure for Additional Claimants to submit completed Claim Forms and set a date, at least 60 days after the Settlement Class or Administrator sends Notice, after which no Additional Claimant shall be allowed to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning submit a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).Claim Form;

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesAs soon as reasonably possible and subject to any relevant Court Order, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting one or more motions seeking certification of a settlement class, preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement, and entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: 2.2.1. Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) as a non-opt out class for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); 2.2.2. Approve the text of the Settlement Notice for mailing to Class Members; 2.2.3. Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; 2.2.4. Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the current address data provided by the Plan’s Recordkeeper and the recordkeeper of the Talen Energy Retiree Health Plan; 2.2.5. Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants and/or the Released Parties; 2.2.6. Set the Fairness Hearing for no sooner than ninety (90) calendar days after the date the Preliminary Approval Order is entered, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (7c) schedule the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Service Awards, Administrative Expenses incurred to date, and a Final Approval hearing reserve for anticipated future Administrative Expenses; 2.2.7. Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed at least fifteen (15) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time and date mutually convenient for limitation set forth above; 2.2.8. Provide that any party may file a response to an objection by a Class Member; 2.2.9. Provide that the CourtFairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”).Court; and 512.2.10. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Following execution of this Agreement by all signatoriesAgreement, Class Counsel shall promptly move the Court file a motion for an order granting preliminary approval of the Settlement, in a form agreeable to the Parties, within thirty (30) days thereof or a date thereafter that is agreeable to the Parties and the Court. The Preliminary Approval Motion shall seek preliminary approval including: (a) Stay all proceedings in the Actions other than those related to the approval of the Settlement; (b) Preliminarily certifying a Settlement Class for settlement purposes only and preliminarily approving this Agreement for purposes of issuing Class Notice; (c) Appointing the Settlement Class Representatives as the Settlement Class Representatives for settlement purposes only; (d) Appointing Class Counsel as counsel for the Settlement Class, for settlement purposes only; (e) Approval of the Class Notice Plan; (f) Approval of the form and contents of a long-form notice (“Preliminary Long Notice”) to be posted on the Settlement Website substantially similar to the one attached hereto as Exhibit 2 and a postcard notice (“Postcard Notice”) substantially similar to the one attached hereto as Exhibit 1 to be sent to Settlement Class Members, which together shall include a fair summary of the Parties’ respective litigation positions, the general terms of the Settlement set forth in this Agreement, instructions for how to object to or submit a Request for Exclusion from the Settlement, the process and instructions for making Settlement Claims to the extent contemplated herein, and the date, time and place of the Final Approval Order”)Hearing; (g) Approve a Claim Form substantially similar to that in the Settlement Agreement attaches as Exhibit 3; (h) Appoint RG2 as Claims Administrator; (i) Schedule an appropriate Opt-Out Deadline, Objection Deadline, and other settlement-related dates and deadlines to be included in the Class Notice; and (j) Schedule the Final Approval Hearing. The proposed Defendant will not oppose entry of the Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and so long as it is substantially in the form as that attached to this Agreement as Exhibit 1 to 5, and is otherwise consistent with this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not oppose these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes the best notice practicable under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that, upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesa. On or before March 30, Class Counsel 2018, Plaintiff shall promptly move apply to the Court for immediate entry of an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed substantially in the same for as the Preliminary Approval Order attached hereto as Exhibit C. The Preliminary Approval Order shall specifically include provisions that: i. For the purposes of Settlement only, the Court shall find and determine that will be filed with the motion Settlement Class shall be in a form agreed upon by Class Counsel and SPE, and substantially defined as all persons residing in the form as that attached as Exhibit 1 to this AgreementUnited States who purchased Up & Up flushable toddler wipes from April 18, 2010 through the discontinuation of the “Buckeye” product formulation on October 31, 2014 (“Class Period”); ii. The motion for preliminary approval shall request that the Court: (1) preliminarily Preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify set forth in this Agreement; iii. Direct that notice be given to the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve in the Notice Program set forth herein and approve manner specified in Paragraph 7, below; iv. Schedule a Final Settlement Hearing; v. Approve the form and content of the Notice; (4) approve E-Mail Summary Notice attached hereto as Exhibit B1 and the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoinPostcard Summary Notice attached hereto as Exhibit B3, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action direct that ▇▇▇▇▇▇▇▇ ▇▇▇send the E-Mail Summary Notice and Postcard Notice as described in Paragraphs 7d-7f below, ▇▇ ▇.▇.▇. § and direct that ▇▇▇▇▇▇▇ implement the media program as described in Paragraph 7b below within thirty days (▇30) calendar days of entry of the Preliminary Approval Order; vi. Find that Notice pursuant to Paragraph 7 below constitutes notice as ordered by the Court in the Preliminary Approval Order, constitutes due and sufficient notice of the Settlement and the matters set forth in said notices to all persons entitled to receive notice, and fully satisfies the requirements of Federal Rule of Civil Procedure 23, the United States Constitution (“CAFA”including the Due Process Clause)., the Rules of the Court, and any other applicable law; vii. Provide that any Class Member who wishes to be excluded from the Settlement Class must send a written request for exclusion in the manner and to the address provided in the Notice, and that such requests must be postmarked or delivered on or before the date set by the Court (such date to be at least thirty

Preliminary Approval. 50. Upon Within a reasonable time after execution of this Settlement Agreement by all signatoriesthe Parties, Class Counsel Plaintiffs shall promptly move apply to the Court for the entry of an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify : A. Conditionally certifying the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin; B. Appointing ▇▇▇▇ ▇. ▇▇▇▇▇▇, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ of ▇▇▇▇▇▇ Law Group, APC as Class Counsel; C. Appointing Plaintiffs ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as Class Representatives for the Settlement Class; D. Approving Phoenix Settlement Administrators as Settlement Administrator; E. Preliminarily approving this Settlement Agreement and its terms as fair, reasonable, and adequate; F. Approving the form and content of the Notice Packet (comprised of the Class Notice and Notice of Estimated Settlement Award, attached hereto as Exhibits A and B, respectively), and directing the mailing of same; and ▇. ▇▇▇▇▇▇▇▇▇▇ a Final Approval hearing. Failure of the Court to enter the Preliminary Approval Order in its entirety or in a substantially similar form will be grounds for Defendants to terminate the settlement and the terms of this Stipulation. The Parties are to take all reasonable steps to cure any deficiencies so as to avoid any termination of the settlement. In the event that the settlement set forth in this Settlement Agreement shall not be approved in its entirety by the Court, or in the event that the Effective Date does not occur, the Parties shall have the option to void the settlement, and in such case, no payments shall be made by Defendants to anyone in accordance with the terms of this Settlement Agreement, and this Settlement Agreement shall be deemed null and void with no effect on the Action whatsoever. Notwithstanding this provision, the Parties agree to take all reasonable steps to cure any deficiencies cited by the Court as reason(s) for non-approval of any matter(s) filed with the Court for approval. If the Court changes the dates or deadlines of hearings provided for in this Settlement Agreement by fewer than five (“CAFA”)5) months, this shall not be deemed a substantial change necessitating termination of the settlement, provided that the Parties agree to move other dates and deadlines in the Stipulation accordingly. In the event the Court reduces any of the amounts requested for the Plaintiffs, the Class Counsel’s fees or costs, or the Settlement Administrator, the difference shall become part of the Net Settlement Amount. In the event that more than five percent (5%) of Class Members Opt- Out of the settlement in the manner provided by this Stipulation and Class Notice, Defendants shall have the right to terminate and void this settlement and Stipulation; however, Defendants must notify Class Counsel of their intention to nullify the settlement and Settlement Agreement within ten (10) calendar days after the expiration of the Opt-Out Deadline. In the event that Defendants elect this option, they shall be solely responsible for any fees/costs incurred by the Settlement Administrator.

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of As soon as practicable after this Settlement (“Agreement has been executed, the Parties shall submit the Settlement Agreement together with its exhibits to the Court, and shall submit a proposed Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached annexed hereto as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1“2”, which shall, inter alia: a) preliminarily approve the terms Settlement as fair, just, reasonable, adequate and in the best interests of the Settlement as within Class for purposes of the range California Code of fairCivil Procedure, adequatesubject to a final hearing; b) schedule a hearing, at the convenience of the Court, to finally determine (1) the fairness, reasonableness, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval adequacy of the Settlement; (62) stay and/or enjoinwhether an Order and Final Judgment approving the Settlement should be entered; and (3) whether the Fee Petition and individual award to Plaintiffs should be granted; c) make the express determinations required by the California Code of Civil Procedure for the maintenance of a class action, pending Final Approval certifying the Class, and approving Plaintiffs as Class Representatives and their counsel as Counsel, all for settlement purposes only; d) provide for the dissemination of notice with respect to the Litigation, the settlement hearing and matters relating thereto and approving the form of the Notice, and find that such Notice constitutes the best notice practicable under the circumstances, and constitutes valid, due and sufficient notice to the Class under the California Code of Civil Procedure, the Constitution of the United States, and any other applicable law; e) establish the procedures for opt-outs and fix the deadline for requests for exclusion from the Class; f) establish a schedule for the service of objections (if any) to the Settlement, the filing of briefs in support of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counselattorneys’ fees application, and counsel for SPEany other procedure; g) stay all proceedings in the Litigation, at which the Court will conduct an inquiry into the fairness of other than proceedings that are necessary to carry out the Settlement; and h) provide that, determine whether it was made pending entry of an Order and Final Judgment Plaintiff and all Class Members, or any of them, are barred from commencing or prosecuting any action or proceeding in good faith and should be finally approved, and determine whether any court or tribunal asserting any claim that is subject to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)this Settlement and/or the Release contained herein. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this 2.01 This Settlement Agreement by all signatoriesmust be fully executed on or before January 4, Class 2022, so that, before the Case Management Conference with Judge ▇▇▇▇▇▇ on January 12, 2022, Plaintiff’s Counsel shall promptly can move the Court for to enter an order granting preliminary approval for Preliminary Approval substantially in the form of this Settlement Exhibit A hereto (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion , which shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1a) preliminarily approve the terms of Settlement memorialized in this Settlement Agreement as fair, reasonable, and adequate; (b) provisionally approve the Settlement as within the range of fairClass, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3c) conditionally designate Representative Plaintiff as the representative of the Settlement Class and Plaintiff’s Counsel as counsel for the Settlement Class; (d) set a date for a final approval hearing (“Court Approval Hearing”); (e) approve the proposed Class Notice Program set forth herein attached hereto as Exhibit B and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members authorize its dissemination to exclude themselves from the Settlement Class or to object to the Settlementmembers; (5f) continue the stay of all proceedings and deadlines in the Action pending Final Approval of the Settlement; (6) stay and/or enjoinAction, pending Final Approval of which are not related to effectuating the Settlement, any actions brought by Settlement until the Final Approval hearing; (g) set deadlines consistent with this Agreement for emailing the Class Members concerning a Released ClaimNotice, filing objections, filing motions, and filing papers required for the Final Approval hearing; and (7h) schedule a Final Approval hearing for a time prohibit and date mutually convenient for the Courtpreliminarily enjoin Representative Plaintiff, all Settlement Class Members, Class Counsel, and counsel for SPEPlaintiff’s Counsel from commencing, at which prosecuting, or assisting in any lawsuit against the Court will conduct an inquiry into Released Persons that asserts or purports to assert matters within the fairness scope of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Release during the time between entry of the filing Preliminary Approval Order and the Court’s decision on the request for Final Approval. Defendants agree not to oppose the request the entry of the motion for preliminary approvalPreliminary Approval Order, SPE, at its own expense, shall serve or cause to be served a notice provided it is substantially in the form of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Exhibit A attached hereto.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50As soon as practicable after the execution of 1. Upon execution of Preliminarily approve the Settlement and find that this Agreement by all signatoriesis fair, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPEreasonable, and substantially in the form as that attached as Exhibit 1 adequate to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (Class. 2) provisionally . Conditionally certify the Settlement Class pursuant to Federal Rule for the purpose of Civil Procedure 23(b)(3) and (e) effectuating the Settlement. 3. Designate Named Plaintiffs as the representatives of the Settlement Class. 4. Designate Class Counsel as counsel for settlement purposes only; (3) approve the Notice Program set forth herein and Settlement Class. 5. Set a date for the Final Approval Hearing no later than 210 Days after the entry date of the Preliminary Approval Order. 6. Regarding class notice, a. approve the form and content of the Notice; Class Notice attached as Exhibit 2.1; b. direct the Notice and Settlement Administrator to mail the Class Notice no later than thirty (430) approve Days after the procedures set forth in Section VII for entry of the Preliminary Approval Order to all Settlement Class Members to exclude themselves from for whom the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoinparties have addresses, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counselusing first-class mail, and counsel for SPEhaving first updated the addresses using the National Change of Address database; c. direct the Notice and Settlement Administrator to post the Class Notice and this Agreement, at which along with other documents as agreed to by the Court will conduct an inquiry into the fairness of the SettlementParties, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served on a notice of the proposed Settlement, in conformance website with the requirements under the Class Action domain name “▇▇▇.▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” within ten (▇10) Days of the entry of the Preliminary Approval Order; d. direct the Notice and Settlement Administrator to prepare a notice for publication, to be published within forty-five (45) Days of the entry of the Preliminary Approval Order in the publications upon which the Parties and the Notice and Settlement Administrator mutually agree. e. direct the Notice and Settlement Administrator to file proof of mailing of the Class Notice and proof of compliance with the Notice Plan at or before the Final Approval Hearing, along with the Opt-Out List; f. direct Defendants to file with the Court a declaration of compliance with the notice requirements, including the CAFA notice requirements, after notice has been given; and g. find that the Class Notice and the Notice Plan to be implemented pursuant to this Agreement are reasonable, constitute the best notice practicable under the circumstances, constitute due and sufficient notice of the Settlement and the matters set forth in said notice to all persons entitled to receive notice, and fully satisfy the requirements of due process and of Fed. R. Civ. P. 23. 7. Regarding requests for exclusion, or “CAFAopt-outs”, require that: a. Any member of the Settlement Class who desires to request exclusion from the Settlement Class submit to the Notice and Settlement Administrator an appropriate, complete, and timely request for exclusion or opt-out on or before a date set by the Court that is 120 Days from entry date of the Preliminary Approval Order; b. Any request for exclusion or opt-out be exercised individually by a Settlement Class Member, not as or on behalf of a group, class, or subclass, not by any appointees, assignees, claims brokers, claims filing services, claims consultants or third-party claims organizations; except that such exclusion request may be submitted by a Settlement Class Member’s attorney on an individual basis; c. Any Settlement Class Member who does not submit a timely, written request for exclusion or opt-out from the Settlement Class will be bound by all proceedings, orders, and judgments in the Lawsuit. 8. Regarding objections and requests to intervene, require that: a. Any Settlement Class Member that has not submitted a timely request for exclusion from the Settlement Class, and each governmental entity, that wishes to object to the fairness, reasonableness, or adequacy of this Agreement or any term or aspect of the proposed Settlement, or to intervene in the Lawsuit, must provide to the Notice and Settlement Administrator (who shall forward it to Lead Class Counsel and counsel for Defendants) and file with the Court no later than 120 Days from entry date of the Preliminary Approval Order a statement of the objection or motion to intervene, including any support the Settlement Class Member or governmental entity wishes to bring to the Court’s attention and all evidence the Settlement Class Member or governmental entity wishes to introduce in support of his or her objection or motion, or be forever barred from objecting or moving to intervene. Such a statement must (1) be made in writing, including a heading that refers to the Lawsuit by name and number; (2) contain the objector’s or putative intervener’s full name and current address; (3) declare that the objector or putative Settlement Class Member intervener currently owns, or formerly owned, a Structure containing a Pella ProLine Casement Window(s); (4) provide a statement of the objector’s or intervener’s specific objections to any matter before the Court and the grounds and arguments for the objection or request to intervene; (5) include all documents and other writings the objector wishes the Court to consider and describe any and all evidence the objecting or intervening Settlement Class Member or governmental entity may offer at the Final Approval Hearing, including but not limited to, the names and expected testimony of any witnesses; (6) be signed and dated by the objector or intervenor, and (7) be filed with the Court and served on the Notice and Settlement Administrator, Lead Class Counsel, and counsel for Defendants on or before a date set by the Court that is no later than 120 Days from the entry date of the Preliminary Approval Order. Any papers not filed and served in the prescribed manner and time will not be considered at the Final Approval Hearing, and all objections not made in the prescribed manner and time shall be deemed waived; b. Any Settlement Class Member who objects or requests to intervene shall make themselves available to be deposed by Class Counsel and counsel for Defendants in the county of the objector’s or putative intervener’s residence within thirty (30) Days of service of his or her timely written objection or motion to intervene; c. Any objections or requests to intervene by a Settlement Class Member must be exercised individually by a Settlement Class Member, not as or on behalf of a group, class, or subclass, not by any appointees, assignees, claims brokers, claims filing services, claims consultants or third-party claims organizations; except that such objections or requests may be submitted by a Settlement Class Member’s attorney on an individual basis; d. Any member of the Settlement Class or governmental entity, or their respective counsel, that desires to appear in person at the Final Approval Hearing for purposes of objecting to the Settlement or intervening in the Lawsuit, file with the Court and serve on Lead Class Counsel and counsel for Defendants a notice of appearance in the Lawsuit, in addition to simultaneously filing and serving with the written objections or intervention requests described above that also contains a statement of desire to appear personally at the Final Approval Hearing for purposes of objecting to the Settlement, on or before a date set by the Court that is no later than 120 Days from the entry date of the Preliminary Approval Order; e. Any responses to objections or motions to intervene must be filed with the Court and served upon Lead Class Counsel and counsel for Defendants on or before a date set by the Court that is no later than 180 Days from the entry date of the Preliminary Approval Order; 9. Regarding attorneys’ fees, costs and expenses, require that: a. Lead Class Counsel, Class Counsel, any Settlement Class Member’s counsel, and/or law firms who have entered appearances for Settlement Class Members or Named Plaintiffs, must file and serve their Application(s) on or before a date set by the Court that is no later than 90 Days from the entry date of the Preliminary Approval Order; b. Requests for Service Awards must be filed and served on or before a date set by the Court that is no later than 90 Days from the entry date of the Preliminary Approval Order. c. Any objection to Lead Class Counsel’s, Class Counsel’s, and any Settlement Class Member’s counsel, and/or law firms who have entered appearances for Settlement Class Member’s or Named Plaintiffs’ Application(s) be filed with the Court and served on Class Counsel and counsel for Defendants on or before a date set by the Court that is no later than 120 days from the entry date of the Preliminary Approval Order; d. Lead Class Counsel, Class Counsel, any Settlement Class Member’s counsel, and/or law firms who have entered appearances for Settlement Class Members or Named Plaintiffs must file and serve any reply in support of their Application(s) on or before a date set by the Court that is no later than 150 days from the entry date of the Preliminary Approval Order; 10. Regarding Settlement Claims, require that all Claim Forms from Settlement Class Members must be either received by the Notice and Settlement Administrator or postmarked on or before the Claim Deadline set by the Court; 11. Designate KCC LLC or a similarly qualified firm as the Notice and Settlement Administrator and instruct the Notice and Settlement Administrator to perform the functions specified in this Settlement Agreement, including: a. Implement the Notice Plan; b. Receive, evaluate, and either approve as meeting the requirements of this Agreement or disapprove as failing to meet those requirements, Claim Forms sent by Settlement Class Members seeking to receive benefits provided for in this Agreement, all in accordance with this Agreement; c. Provide to Defendants and Lead Class Counsel respectively true and accurate lists of the names and addresses of all Settlement Class Members who have submitted Claim Forms and whose Claim Forms the Notice and Settlement Administrator has determined to be (i) complete and valid or (ii) incomplete or invalid; d. Send to each Settlement Class Member who has submitted a Claim Form that the Notice and Settlement Administrator has determined not to be a valid Settlement Claim, and to Lead Class Counsel and Defendants’ counsel, a Notice of Denied Claim; e. Send to each Settlement Class Member who has submitted a Claim Form that the Notice and Settlement Administrator has determined to be a complete and valid Settlement Claim for which the appropriate relief is determined under the terms of this Agreement, a Notice of Approved Claim; f. Process requests for exclusion from the Settlement in accordance with the terms of this Agreement; g. Before mailing the Class Notice establish a toll-free telephone number that Settlement Class Members can call and which contains recorded answers to frequently asked questions, along with an option permitting callers to speak to live operators or to leave messages in a voicemail box, to request additional Claim Forms or additional information regarding the Settlement; and h. Within thirty (30) Days after the payment of valid Settlement Claims for monetary compensation by the Notice and Settlement Administrator, provide (i) to Defendants’ counsel and Lead Class Counsel a statement of the total number of Settlement Claims submitted, the total number of Settlement Claims determined to be valid, the total dollar amount paid to Settlement Class members pursuant to the Agreement, the total dollar amount paid to Settlement Class Members for each category of benefits for both sash and full units (product, installation, finishing, other property) and (ii) to Defendants’ counsel all original Claim Forms and supporting documentation for each Settlement Claim determined to be valid pursuant to this Agreement, with a copy set to Lead Class Counsel. 12. Preliminarily enjoin all Settlement Class Members and their legally authorized representatives, unless and until they have timely and properly excluded themselves from the Settlement Class from: a. Filing, commencing, prosecuting, intervening in, or participating as plaintiff, claimant, or class member in any other lawsuit or administrative, regulatory, arbitration, or other proceeding in any jurisdiction based on, relating to, or arising out of the Claims and causes of action, or the facts and circumstances at issue, in the Lawsuit and/or the Released Claims; b. Filing, commencing, or prosecuting a lawsuit or administrative, regulatory, arbitration, or other proceeding as a class action on behalf of any Settlement Class Member who has not timely excluded his or herself (including by seeking to amend a pending complaint to include class allegations or seeking class certification in a pending action), based on, relating to, or arising out of the Claims and causes of action, or the facts and circumstances at issue, in the Lawsuit and/or the Released Claims; and c. Attempting to effect an opt-out of a class of individuals in any lawsuit or administrative, regulatory, arbitration, or other proceeding based on, relating to or arising out of the Claims and causes of action, or the facts and circumstances at issue, in the Lawsuit and/or the Released Claims. 13. Adopt any additional provisions agreeable to the Parties that might be necessary to implement the terms of this Agreement and the proposed Settlement.

Preliminary Approval. 50. Upon execution Plaintiffs shall submit to the District Court a motion, to be joined by Settling Defendants requesting entry of this Agreement by all signatoriesan order, substantially in the form of Exhibit A, attached hereto, preliminarily approving the settlement and certifying the Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement Purposes only (“Preliminary Approval Order”). The Preliminary Order shall provide, inter alia: that the settlement proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 Settlement Agreement has been negotiated at arm’s length and is preliminarily determined to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of be fair, reasonable, adequate, and reasonable; (2) provisionally certify in the best interests of the Settlement Class; a. that the Class Notice meets the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, and constitutes the best notice practicable under the circumstances for settlement purposes; b. that the Settlement Class defined herein be certified, designating Class Representatives and Settlement Class Counsel as defined herein, on the condition that the certification and designations shall be automatically vacated in the event that the Settlement Agreement is terminated pursuant to Federal Rule of Civil Procedure 23(b)(3) its terms or is not approved by the Court or any appellate court; c. for a hearing on the settlement proposed in this Settlement Agreement to be held by the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be finally approved by the Court (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content “Fairness Hearing”); d. in aid of the Notice; (4) approve Court’s jurisdiction to implement and enforce the procedures set forth in Section VII for proposed settlement, Plaintiffs and all Settlement Class Members to exclude themselves shall be preliminarily enjoined and barred from the Settlement Class instituting, commencing, or to object to the Settlement; (5) stay the Action pending Final Approval prosecuting any action or other proceeding asserting any of the Settlement; (6Claims released in Section II(B) stay and/or enjoinagainst any Released Parties, pending Final Approval of the Settlementeither directly, individually, representatively, derivatively, or in any actions brought other capacity, by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlementwhatever means, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇any local, ▇▇ ▇state, or federal court, or in any agency or other authority or arbitral or other forum wherever located.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible and subject to any relevant Court Order, upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representative, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions, provided that will Class Counsel provides drafts to Defendants’ Counsel reasonably ahead of the filing date for their review and approval. The Preliminary Approval Order to be filed presented to the Court shall, among other things: 2.2.1. Certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); 2.2.2. Approve the text of the Settlement Notice for mailing to Class Members; 2.2.3. Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes appropriate notice under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the motion requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; 2.2.4. Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plans’ Recordkeeper; 2.2.5. Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plans; 2.2.6. Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date on which the Preliminary Approval Order is issued, in order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representative’s Case Contribution Award, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; 2.2.7. Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in a form agreed upon support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and SPEDefense Counsel. To be filed validly, the objection and substantially in any notice of intent to participate or supporting documents must be filed at least twenty-one (21) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate within the time limitation set forth above; 2.2.8. Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; 2.2.9. Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the Court; and 2.2.10. Approve the form as that of the CAFA Notice attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request E and order that the Court: (1) preliminarily approve the terms upon mailing of the Settlement as within the range of fairCAFA Notices, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)Defendants shall have fulfilled their obligations under CAFA. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon Promptly after the execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel shall promptly submit this Agreement together with its exhibits to the Court and shall move the Court for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with of the motion shall be settlement set forth in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval , which shall include, among other provisions, a request that the Court: : (1a) appoint Class Counsel and the Class Representatives; (b) certify the Injunction Settlement Class and Damages Settlement Subclass for settlement purposes only and/or find that the Injunction Settlement Class and Damages Settlement Subclass are likely to be certified for purposes of entering the Final Approval Order under Fed. R. Civ. P. 23; (c) preliminarily approve this Agreement for purposes of disseminating Notice to the terms of Damages Settlement Subclass; (d) find that no direct Notice needs to be given to the Injunction Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and Class; (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content contents of the NoticeNotice and the Claim Form, as well as the method of dissemination; and (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7f) schedule a Final Approval hearing for a time Hearing after the expiration of the CAFA notice period provided in 28 U.S.C. § 1715 to review any comments and/or objections regarding this Agreement; to consider its fairness, reasonableness, and date mutually convenient adequacy; to consider the application for the CourtFee Award, incentive awards to the Class CounselRepresentatives, and counsel for SPE, at which reimbursement of expenses; to consider whether the Court will conduct an inquiry into should issue a Final Approval Order approving this Agreement, confirming the fairness certification of the Settlement, determine whether it was made in good faith Injunction Settlement Class and should be finally approvedDamages Settlement Subclass, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)dismissing the Action with prejudice. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatoriesParties, Settlement Class Counsel shall promptly move the Court for an order granting preliminary approval entry of this Settlement (“the Preliminary Approval Order”). The motion will request Preliminary Approval of the Settlement consistent with the terms set forth in this Agreement. The proposed Preliminary Approval Order that will be filed with attached to the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached hereto as Exhibit 1 to this Agreement4. The motion for preliminary approval shall shall, inter alia, request that the Court: (1i) preliminarily approve the terms of the Settlement as within the range of fair, adequate, adequate and reasonable; (2ii) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3iii) approve the Notice Program program set forth herein and approve the form and content of the NoticeNotices of the Settlement, substantially in the forms attached to this Agreement as Exhibits 1, 2, and 3; (4iv) approve the procedures set forth in Section VII paragraphs 68-70 below for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5v) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7vi) schedule a Final Approval hearing Hearing for a time and date mutually convenient for the Court, Settlement Class Counsel, Counsel and counsel for SPE▇▇▇▇▇▇ Bank, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approvedfaith, and determine whether to approve the Settlement and Class Counsel’s application for attorneys’ fees, costs, costs and expenses, expenses and for a Service Awards (“Final Approval Hearing”)Award to Plaintiff. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting The Plaintiffs will request preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form settlement as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from this Agreement in a hearing before the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇.▇.▇. § Aprahamian on April 19, 2024 at 10 a.m., or as soon thereafter as the Parties may be heard. The motion will request relief in the form of the Proposed Preliminary Approval Order attached to this Agreement as Exhibit 5, or in a substantially similar form agreed upon by the Parties and the Court (the “Preliminary Approval Order”), that: 1. Preliminarily approves this Agreement as fair, reasonable, and adequate; 2. Amends the prior class certification order and orders that the Settlement Class is a certified class for purposes of settlement only; 3. Appoints Plaintiffs as Class Representatives for the Settlement Class; 4. Appoints ▇▇▇▇(▇) (“CAFA”▇ & ▇▇▇▇▇▇, S.C. as Class Counsel for the Settlement Class; 5. Approves the Postcard Notice and Long-Form Notice; 6. Finds that the notice to be given as described in this Agreement satisfies the requirements of Wis. Stat. § 803.08(4)(b)., the Due Process Clause of the U.S. Constitution, and any other applicable law; 7. Directs that Settlement Class members who wish to be excluded from the Settlement Class must Opt Out by the Claim Form Deadline; 8. Directs that any Settlement Class members who have not properly and timely submitted an Opt Out shall be bound by this Agreement, including but not limited to the Release in Section I.C.2, upon entry of the Final Approval Order;

Preliminary Approval. 501. Upon As soon as practical after the execution of this Agreement by all signatoriesSettlement Agreement, Class Counsel Plaintiffs shall promptly jointly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed a Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as of Exhibit 1 to this Agreement3 hereto. The Solely for the purposes of the Settlement, Defendants will not oppose the motion for preliminary approval shall request that Preliminary Approval or entry of a Preliminary Approval Order substantially in the Court: form of Exhibit 3 hereto. 2. Such Preliminary Approval Order shall, inter alia: (1a) preliminarily approve the Settlement Agreement as fair, reasonable, and adequate, including the material terms of the this Settlement as within the range of fair, adequate, and reasonable; Agreement; (2b) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; ; (3c) approve the proposed Notice Program set forth herein and approve Claim Form in forms substantially similar to those attached hereto as Exhibits 6(A)–(D) and 5, and authorize their dissemination to the form and content of Settlement Class Members in the Notice; (4) approve the procedures manner set forth in Section VII for III, above; (d) approve the requirement that Settlement Class Members submit a Valid Claim Form in order to exclude themselves obtain the Vouchers; (e) set deadlines consistent with this Settlement Agreement for the provision of the Notice and Claim Form, the submission of Claim Forms, the filing of objections, statements or other submissions by any person concerning the Settlement, the submissions of Opt-Out requests from the Settlement Class, and the filing of papers in connection with Class or to object to Counsel’s petition for attorneys’ fees and service awards and the Settlement; (5) stay the Action pending Final Approval Hearing; (f) conditionally designate Plaintiffs as the representative of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning and Class Counsel as counsel for the Settlement Class; (g) approve the Settlement Administrator; and (h) set a Released Claim; and (7) schedule date for a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. While Defendant may not agree with all the averments of Plaintiffs’ Motion for Preliminary Approval of Settlement, Defendant will not object to the relief sought in Plaintiffs’ motion. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Final Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendant, the Released Parties, and/or the Plan; Set the Final Fairness Hearing for at least one hundred and twenty (120) days after entry of the Preliminary Approval Order, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Final Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Final Fairness Hearing. Any Person wishing to speak at the Final Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Final Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a calendar days before the Final Approval hearing for a time and date mutually convenient for Fairness Hearing; Provide that the CourtFinal Fairness Hearing may be held in person, by telephone, or via videoconference, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness and/or be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendant shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 501. Upon No later than 30 days after the execution of this Agreement by all signatoriesAgreement, Class Counsel shall promptly move submit the Agreement together with its Exhibits to the Court and shall apply for an order granting preliminary approval entry of this Settlement (“Preliminary Approval Order”). The proposed the Preliminary Approval Order that will be filed with (the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion “Motion for preliminary approval shall request that the Court: (1Preliminary Approval”) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(323(e). 2. The Motion for Preliminary Approval shall request the entry of a Preliminary Approval Order that includes: (i) and (e) for settlement purposes onlythe findings required by Federal Rule of Civil Procedure 23(e)(1)(B); (3ii) approve the Notice Program set forth herein and approve the form and content approval of the Notice, substantially in the form of Exhibit H, and proposed Notice Plan; (4iii) approve scheduling of the procedures Fairness Hearing to occur after the conclusion of the notice period and no earlier than ninety (90) days following the entry of the Preliminary Approval Order; (iv) the appointment of the Escrow Agent as set forth in Section VII for Settlement Class Members to exclude themselves from IV.D.1; (v) continuing the Settlement Class or to object stay of the Action as to the Settlement; (5) stay Allergan Defendants until the Action pending Final Approval Court renders a final decision regarding the approval of the Settlement; (6vi) granting a stay and/or enjoinof all proceedings in any forum brought by Releasors as to the Allergan Defendants, pending Final Approval including all Other Actions; (vii) enjoining all Class Members from filing or prosecuting any new proceedings for Released Claims, unless and until the Class Member files a timely and valid Opt-Out Form and that Form becomes effective; and (viii) directing the Class Representatives to file motions to sever and stay the Other Actions brought by the Class Representatives as to the Allergan Defendants until the Court renders a final decision regarding the approval of the Settlement, to the extent not already filed. The Preliminary Approval Order shall provide that if this Agreement is not approved, is voided, terminated, or fails to become effective for any actions brought by Settlement reason, the Settling Parties shall be returned to the status quo that existed immediately prior to July 7, 2023, except as expressly provided herein. 3. Class Members concerning Counsel shall provide the Allergan Defendants with a Released Claim; draft of their Motion for Preliminary Approval, together with any accompanying memorandum of law and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPEproposed form of notice, at which the Court will conduct an inquiry into the fairness least five (5) business days in advance of the Settlement, determine whether it was made filing and shall consider in good faith and should any suggestions that the Allergan Defendants may have. Class Counsel shall not file such a motion without the Allergan Defendants’ consent, which consent shall not be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”)unreasonably withheld. 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50. Upon As soon as reasonably possible upon the full execution of this Settlement Agreement by all signatoriesthe Settling Parties, the Class Counsel Representatives, through Class Counsel, shall promptly move file with the Court for an order granting motions seeking preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Agreement and for entry of the Preliminary Approval Order that in substantially the form attached hereto as Exhibit C. Defendants will not object to these motions. The Preliminary Approval Order to be filed with presented to the Court shall, among other things: Grant the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e- mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (3b) approve the Notice Program set forth herein and approve Court should enter the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released ClaimOrder; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard, and any papers submitted in support of said objections shall be considered, by the Court at the Fairness Hearing if they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty (30) calendar days prior to the scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) schedule a Final Approval hearing for a time and date mutually convenient for calendar days before the CourtFairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness be adjourned or continued by order of the Settlement, determine whether it was made in good faith Court; and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days Approve the form of the filing CAFA Notice attached as Exhibit E and order that upon mailing of the motion for preliminary approvalCAFA Notices, SPE, at its own expense, Defendants shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements have fulfilled their obligations under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇CAFA.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 5062. Upon execution of this Agreement by all signatoriesParties, Settlement Class Counsel Counsel, on behalf of Plaintiffs and the proposed Settlement Class, shall promptly move the Court for an order Order granting preliminary approval Preliminary Approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with attached to the motion shall be in a form agreed upon by Settlement Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this AgreementBPNA’s Counsel. The motion for preliminary approval Preliminary Approval shall request that the Court: (1) preliminarily approve : a. Approve the terms of the Settlement as within the range of fair, adequate, adequate and reasonable; (2) provisionally ; b. Preliminarily and conditionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) CPLR 901, 902 and (e) 907 for settlement purposes only; (3) approve ; c. Approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve Notices, substantially in the forms attached to this Agreement as Exhibits 1, 2, and 3; d. Approve the procedures set forth below for persons in Section VII for the Settlement Class Members to exclude themselves from the Settlement; e. Approve the procedures below for persons in the Settlement Class or to object to the Settlement; (5) stay ; f. Approve the Parties’ selection of the Settlement Administrator; g. Stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule and h. Schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, Hearing at which hearing the Court will conduct an inquiry into the fairness fairness, reasonableness and adequacy of the Settlement, determine whether it was made in good faith Settlement and should be finally approved, and determine whether to approve Settlement Class Counsel’s application for attorneys’ fees, costs, costs and expenses, expenses and for Service Awards an Incentive Award to Plaintiffs (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇(▇) (“CAFA”).

Preliminary Approval. 50Plaintiff and Defendants shall use their best efforts to effectuate this Agreement. Upon execution of this Agreement by all signatories, Class Counsel The Plaintiff shall promptly move file an unopposed motion to the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”)the settlement and certification for settlement purposes only of the Indirect Purchaser Class sought pursuant to Section C above. The Parties will further present to the Court the proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to Ex. A hereto, which will provide for, by, or in connection with this Agreement. The motion for , inter alia: (a) preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonablesettlement; (2b) provisionally certify the Settlement appointment of Class pursuant to Federal Rule Counsel; (b) Certification of Civil Procedure 23(b)(3) and (e) an Indirect Purchaser Class for settlement purposes only; (3d) approve the Notice Program set forth herein and approve the form and content dissemination of the Settlement Notice and Summary Notice; (4e) approve a stay of all proceedings in the procedures set forth Action against Defendants; (f) a preliminary injunction against Plaintiffs and Indirect Purchaser Class Members for commencing or proceeding with any action that includes allegations or claims within the scope of the Release as described in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object E below prior to the SettlementEffective Date; (5g) stay specifying the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claimterms for objections; and (7h) schedule setting a Final Approval hearing date for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and hearing to determine whether to finally approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51the settlement. Within 10 ten (10) days of the filing of the motion Motion for preliminary approvalPreliminary Approval, SPEthe Administrator shall, at its own expenseon behalf of all Parties to this Agreement, shall serve or cause notify federal and state officials as specified in 28 U.S.C. §§ 1715(a) & (b). The Parties agree to be served a notice cooperate to attempt to provide reasonable estimates of the numbers of Indirect Purchaser Class Members residing in each State, to the extent feasible, pursuant to 28 U.S.C. §1715(b)(7)(A) and (B). The Parties will also provide the Court the proposed Settlement, in conformance with the requirements under the Class Action ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Final Order and Judgment.▇.▇. § ▇▇▇▇(▇) (“CAFA”).