Common use of Preliminary Approval Clause in Contracts

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days of the Settlement Date, Plaintiffs will file a motion for Preliminary Approval of Class Action Settlement with the Court seeking Preliminary Approval of this proposed Settlement. The motion for Preliminary Approval shall request that the Court (1) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occur. The Parties agree that, if approved, certification of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.

Preliminary Approval. A. The Parties and their counsel agree that67. As soon as practicable following execution of this Agreement, Class Counsel shall move the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto), for the purposes of, among other things: (a) preliminarily approving the Settlement memorialized in this Agreement as being within fourteen the range of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (14b) days finding that the requirements for provisional certification of the Settlement DateClass have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, Plaintiffs will file a motion for and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval of Class Action Settlement Order, such objector submits to the Court a written objection, and otherwise complies with the Court seeking requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval of this proposed Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement. The motion for Preliminary Approval shall request that ; (l) directing the Court (1) preliminarily approve Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the Settlement Agreementmeans necessary to implement the Settlement; (2m) approve setting deadlines consistent with this Agreement for mailing of the Notice Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to for the Settlement Class for purposes of this SettlementClass; and (4o) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by approving the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval appointment of the Settlement and entry Administrator. For purposes of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to the certification Fed. R. Civ. P. 23(b)(3), of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occur. The Parties agree that, if approved, certification of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawClass. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days of the As soon as practicable after this Settlement Date, Plaintiffs will file a motion for Preliminary Approval of Class Action Settlement with the Court seeking Preliminary Approval of this proposed Settlement. The motion for Preliminary Approval shall request that the Court (1) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulatesAgreement is fully executed, for settlement purposes only, the Parties agree that Named Plaintiff and Class Counsel should request the Court to make preliminary findings, enter the Preliminary Approval Order granting conditional certification of the Settlement Class but does not waiveClass, subject to final findings and ratification in the Final Order and Judgment, and instead expressly reservesappoint the Named Plaintiff as class representative and Class Counsel as counsel for the Class. Neither JPMC nor JPMC’s Counsel will object to such requests for the purposes of effectuating the Settlement. Such agreement not to object to class certification (a) preliminarily approving and finding the Settlement Agreement and Settlement as being fair, its right to challenge reasonable, and adequate; (b) conditionally certifying the propriety Litigation as a settlement class action under Rule 23(c) of conditional or the Massachusetts Rules of Civil Procedure; (c) appointing Named Plaintiff as class certification representative and Class Counsel as counsel for any other purposethe Class Members; (d) preliminarily approving the form, manner, and content of the Direct-Mail Notice, E-mail Notice, and Full Notice, as if this provided herein, and finding that Notice is fair, reasonable, and the best notice practicable under the circumstances in connection with notifying the Class Members of their rights and responsibilities under the Settlement Agreement had not been entered into by and satisfying due process and Rule 23 of the PartiesMassachusetts Rules of Civil Procedure; (e) directing Class Counsel to submit an application for payment of the Agreed Fees and Agreed Service Award no later than thirty (30) calendar days before the Objection Deadline, in as provided herein; (f) appointing the event Settlement Administrator to send Notice and administer the Settlement; (g) providing that Class Members will have until the Court does not grant Preliminary Approval or Final Approval Objection Deadline to object to the Settlement or Settlement, as provided herein; (h) establishing dates by which all papers in support of the Effective Date does not occur. The Parties agree that, if approved, certification motion for final approval of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in and/or any response to any valid and timely objections shall be filed and served; (i) staying all proceedings against JPMC until the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification Court renders a final decision on approval of the Settlement Settlement; (j) enjoining Class for settlement purposes only and all documents related theretoMembers from commencing or prosecuting, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreementeither directly or indirectly, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against action asserting any of the Released PartiesClaims (as defined in Paragraph 10.1(a); and (k) setting the date and time of the Fairness Hearing, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect subject to the enforcement availability of any of its rights of contributionthe Court, subrogation, or indemnity under any law. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval OrderClass Counsel, and Judgment or otherwiseJPMC’s Counsel, shall expressly state that the Parties agree that certification which date may be continued without necessity of the Settlement further notice to Class is a conditional certification for settlement purposes onlyMembers.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days of a. Co-Lead Class Counsel shall file in the Settlement Date, Plaintiffs will file Court a motion Motion for Preliminary Approval of Class Action Settlement with the Court seeking Preliminary Approval of (to which this proposed Settlement. The motion for Preliminary Approval Settlement Agreement shall request be attached as an Exhibit) requesting that the Court (1) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to enter the Settlement Class for purposes of this Settlement; and (4) schedule a Final Preliminary Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. Order. b. The motion Motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form seek to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval appoint Plaintiffs as representatives of the Settlement Class. Plaintiffs, who have executed this Settlement Agreement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to be bound by it, believe it is in the proposed best interests of the Settlement in all court proceedings and public communicationsClass. C. Norfolk Southern stipulates, c. The Preliminary Approval Order shall: i. Find that the requirements for settlement purposes only, to the certification of the Settlement Class but does not waivehave been satisfied, appoint Plaintiffs as the representatives of the Settlement Class, appoint Co-Lead Class Counsel as counsel for the Settlement Class, and instead expressly reserves, its right to challenge preliminarily approve the propriety Settlement as being within the range of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event reasonableness such that the Court does Settlement Notice should be sent to the members of the Settlement Class; ii. Approve the Notice Plan and Settlement Notice and direct that it be given as set forth in Paragraphs 25.a. to 25.e. of this Settlement Agreement; iii. Schedule the Final Approval Hearing not grant earlier than 105 days following the Preliminary Approval or Final 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 468B-1(c) of the 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 Effective Date does not occurObjection and Opt- Out Deadline specified in the Settlement Notice and the Preliminary Approval Order, such Settlement Class Member follows the procedures set forth in this Settlement Agreement and approved by the Court; vii. The Establish dates by which the Parties agree that, if approved, certification 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’ fees and expenses and service awards; viii. Provide that all Settlement Class is Members will be bound by the Final Approval Order and the Final Judgment unless such Person timely submits to the Settlement Administrator a valid written Request for Exclusion in no way an admission by Norfolk Southern that class certification is proper 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 ActionLitigation, 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 other litigation against Norfolk Southern. The Parties further agree thatof them, other than to effectuate the and all Settlement of this Action in this jurisdictionClass Members are enjoined from commencing or prosecuting, the certification either directly or indirectly, any action asserting any of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, Released Claims against any of the Released Parties, with unless they have submitted a timely and valid Request for Exclusion from the only admissibility exception being on behalf Settlement; and xi. Issue other related orders to effectuate the preliminary approval of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawSettlement Agreement. D. The form d. On or before the date the Motion for Preliminary Approval of class certification order set forth Class Action Settlement is filed, the Matson Plaintiffs will file a motion for leave to amend the operative Complaint in Matson to add Plaintiff ▇▇▇▇▇▇▇ for purposes of the Settlement, which NIBCO will not oppose. Within two (2) business days of executing this Settlement Agreement, the Parties shall also file a motion to stay the ▇▇▇▇▇▇▇ action pending the Effective Date. Within five (5) business days after the Effective Date, the Parties will file a stipulation dismissing the ▇▇▇▇▇▇▇ action with prejudice. e. Following the entry of the Preliminary Approval Order, Final 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. f. Upon entry of the Preliminary Approval Order, Plaintiffs, Class Counsel, NIBCO, and Judgment or otherwiseCounsel for NIBCO agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, shall expressly state including filing the necessary motion papers and scheduling any necessary hearings for a date and time that are convenient for the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes onlyCourt.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days of a. Co-Lead Class Counsel shall file in the Settlement Date, Plaintiffs will file Court a motion Motion for Preliminary Approval of Class Action Settlement with requesting entry of the Preliminary Approval Order. b. The Preliminary Approval Order shall: i. Find that the requirements for certification of the Settlement Class will likely be found satisfied, preliminarily appoint Plaintiffs as the representatives of the Settlement Class, preliminarily appoint Co- Lead Class Counsel as counsel for the Settlement Class, and preliminarily approve the Settlement as being within the range of reasonableness such that the Settlement Notice should be provided to the Settlement Class Members; ii. Approve the Notice Plan and Settlement Notice and direct that it be given as set forth in Paragraphs 17 and 19 of this Settlement Agreement; iii. Schedule the Final Approval Hearing not earlier than 115 days following the Preliminary Approval Date; iv. Appoint Angeion as the Settlement Administrator; v. Provide that any objections by any Settlement Class Member to the Settlement Agreement shall be heard and any papers submitted in support thereof shall be considered by the Court seeking at the Final Approval Hearing only if, on or before the Objection and Opt-Out Deadline specified in the Settlement Notice and the Preliminary Approval Order, the objecting Settlement Class Member follows the procedures set forth in this Settlement Agreement; vi. Establish dates by which the Parties shall file and serve any papers in support of this proposed Settlement. The the motion for Preliminary final approval of the Settlement, in support of the motion for attorneys’ fees and expenses and service awards, and in response to any valid and timely objections; vii. Provide that all Settlement Class Members will be bound by the Final Approval shall request that Order and Judgment, except those Settlement Class Members who submit to the Court (1) preliminarily approve Settlement Administrator a valid and timely written Request for Exclusion in accordance with this Settlement Agreement and the Settlement Notice; viii. 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 the this Settlement Agreement; (2) approve , shall be stayed; ix. Provide that, pending the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of all Plaintiffs and Settlement Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval Members are enjoined from commencing or prosecuting, either directly or indirectly, any action asserting any of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occur. The Parties agree that, if approved, certification of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with unless they have submitted a valid and timely written Request for Exclusion from the only admissibility exception being on behalf Settlement; and x. Issue other related orders to effectuate the preliminary approval of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawSettlement Agreement. D. The form c. Following the entry of class certification order set forth in the Preliminary Approval Order, Final 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, effective, and provide the best notice practicable to the Settlement Class. d. Upon entry of the Preliminary Approval Order, Plaintiffs, Class Counsel, LG, and Judgment or otherwiseCounsel for LG agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, shall expressly state that including by filing the Parties agree that certification of necessary motion papers and scheduling any necessary hearings for a date and time convenient for the Settlement Class is a conditional certification for settlement purposes onlyCourt.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days As soon as practicable after the execution of the Settlement DateAgreement, Plaintiffs Class Counsel and Defendant’s Counsel shall jointly submit this Settlement Agreement to the Court, and Class Counsel will file a motion for Preliminary Approval preliminary approval of Class Action Settlement the settlement with the Court seeking Preliminary Approval of this proposed Settlement. The motion for Preliminary Approval shall request that the Court (1) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of the Settlement and requesting entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, Preliminary Approval Order in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occur. The Parties agree that, if approved, certification of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Actionform attached hereto as Exhibit D, or any other litigation against Norfolk Southern. The Parties further agree thatan order substantially similar to such form in both terms and cost, other than to effectuate the Settlement of this Action in this jurisdictionrequesting, the inter alia: a) certification of the Settlement Class for settlement purposes only and all documents related theretopursuant to ¶ 2.6; b) preliminary approval of the Settlement Agreement as set forth herein; c) appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PLLC as Class Counsel; d) appointment of Plaintiff ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Class Representative; e) approval of the Short Notice to be mailed by U.S. mail to Settlement Class Members in a form substantially similar to Exhibit A, including this Agreement and all accompanying exhibits and all orders entered by attached hereto. f) approval of the Court Long Notice to be posted on the Settlement Website in connection a form substantially similar to Exhibit B, attached hereto, which, together with this Agreementthe Short Notice, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any include a fair summary of the Released Settling Parties’ respective litigation positions, with the only admissibility exception being on behalf general terms of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form of class certification order settlement set forth in the Preliminary Approval OrderSettlement Agreement, Final Approval Orderinstructions 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 Judgment or otherwisethe date, shall expressly state that the Parties agree that certification time and place of the Final Fairness Hearing; g) approval of the Claim Form to be available on the Settlement Class is Website for submitting claims and available, upon request, in a conditional certification form substantially similar to Exhibit C, attached hereto; and h) appointment of Angeion 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 settlement purposes onlyapproval.

Preliminary Approval. A. The Parties i. Following execution, Plaintiff and their counsel agree thatClass Counsel shall promptly submit this Settlement Agreement to the Court for preliminary approval and determination by the Court as to its fairness, within fourteen (14) days adequacy, and reasonableness. Promptly upon execution of the this Settlement DateAgreement, Plaintiffs will Class Counsel shall file a an unopposed motion for Preliminary Approval of Class Action Settlement with the Court seeking Preliminary Approval entry of this proposed Settlement. The motion for Preliminary Approval shall request that the Court (1) preliminarily approve the terms and conditions an order granting preliminary approval of the Settlement Agreement; (2) and requesting that the Court’s order: a. Preliminarily approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) Settlement; b. Conditionally certify the Settlement Class pursuant to Federal Rule 23, solely for settlement purposes only the purpose of this Settlement, in accordance with applicable legal standards and this Agreement; c. Approve as to form and content the proposed Notice; d. Schedule a final fairness hearing after expiration of the notice period to confirm whether the proposed Settlement should be finally approved as fair, reasonable, and adequate as to the Settlement Class; e. Approve and appoint Class Counsel; f. Approve Plaintiff as class representative of the Settlement g. Approve Simpluris as Settlement Administrator; and h. Approve the establishment of the Gross Settlement Fund. ii. Defendant and Defendant’s Counsel as counsel shall cooperate with Class Counsel to obtain preliminary approval. iii. In conjunction with the Settlement Class for purposes of this Settlement; and (4) schedule hearing on the preliminary approval motion, the Parties shall submit a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for proposed Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form that is the same or substantially similar to be agreed Exhibit A, subject to agreed-upon revisions or modifications as appropriate or requested by the PartiesCourt. B. The iv. Following preliminary approval, the Parties agree shall continue to take all commercially reasonable actions any steps necessary to obtain Preliminary and Final Approval of stay any pending proceedings so as to preserve the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or status quo until either the Effective Date does not occur. The Parties agree that, if approved, certification of occurs or the Settlement Class Agreement is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawvoided. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.

Preliminary Approval. A. The Parties As soon as reasonably possible and their counsel agree thatsubject to any relevant Court Order, within fourteen (14) days the Class Representatives, through Class Counsel, shall file with the Court a motion seeking preliminary approval of this Settlement Agreement and for entry of the Settlement Date, Plaintiffs Preliminary Approval Order in substantially the form attached hereto as Exhibit C. Defendants will file a 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 Class Action Settlement Settlement, so long as they are consistent with the Court seeking terms herein. The Preliminary Approval of this proposed Settlement. The motion for Preliminary Approval shall request that Order to be presented to the Court (1) preliminarily approve shall, among other things: Modify the terms and conditions definition of the Settlement Agreement; certified class in the Order on Class Certification (2ECF No. 124) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of same as the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification definition of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge defined in this Settlement Agreement; Approve the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occur. The Parties agree that, if approved, certification text of the Settlement Notices; 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 is in 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 way an admission by Norfolk Southern that class certification is proper in the ActionClass Member may directly, through Representatives, or in any other litigation against Norfolk Southern. The Parties further agree thatcapacity, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed commence any action or asserted as an acknowledgement of liability, and shall not be admissible proceeding in any judicial, arbitral, administrative, investigative, court or other court, tribunal, forum, or other proceeding, against tribunal asserting any of the Released Claims against Defendants, the Released Parties, with and/or the only admissibility exception being on behalf Plan; Set the Fairness Hearing for no sooner than ninety (90) calendar days after the date the motion for entry of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form of class certification order set forth in the Preliminary Approval OrderOrder is filed, Final Approval Orderin order to determine whether (a) the Court should approve the Settlement as fair, reasonable, and Judgment or otherwiseadequate; (b) the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, shall expressly state Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the Parties agree that certification 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 is a conditional certification for settlement purposes onlyMember at least seven (7) calendar days before the Fairness Hearing; and 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/or be heard by Zoom or other United States District Court sanctioned videoconference methodologies.

Preliminary Approval. A. The Parties (i) Promptly after the execution of this Agreement by the Parties, Settlement Class Counsel shall prepare a Joint Stipulation for Preliminary Approval of the Settlement, which will be consistent with the terms of this Agreement and their counsel subject to review by Defendant’s counsel. Plaintiffs’ Counsel agree that, that they will file the Joint Stipulation for Preliminary Approval with the Court within fourteen (14) calendar days after all Parties have executed this Agreement and the Joint Stipulation. The Joint Stipulation shall seek preliminary approval of this Agreement, and of the Settlement Date, Plaintiffs will file a motion for Preliminary Approval Notice of Proposed Class Action Settlement (the “Notice”) and Claim Form (together, “Notice Packet”), attached as Exhibit B to this Agreement. The Notice will be tailored for each individual Settlement Class Member to include the estimated gross amount to be paid to him or her from the Net Settlement Amount. (ii) In conjunction with the Court seeking Preliminary Approval filing of this proposed Settlement. The motion the Joint Stipulation for Preliminary Approval shall Approval, the Parties will jointly request that the Court (1) preliminarily approve schedule the terms Fairness and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, Hearing regarding the Parties’ request for approval of their proposed Settlement not earlier less than one- hundred-fifty one hundred (150100) calendar days after the Court enters the Order for Preliminary Approval. The motion Counsel for Preliminary Approval the Parties will communicate with the Clerk of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval the Court and make any further filings necessary to secure the approval of Class Action Settlement in a form to be agreed upon by the Partiestheir request. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary (iii) This Agreement shall become null and Final Approval of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waive, and instead expressly reserves, its right to challenge the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, void in the event that the Court does not grant fails to enter an Order of Preliminary Approval, or an appeal is taken from the Order of Preliminary Approval and such Order of Preliminary Approval is modified in any material respect or Final vacated or reversed and such order modifying, reversing or vacating the Order of Preliminary Approval becomes final by lapse of time or because such order is no longer subject to any appeal. In any such event, this Agreement shall not be deemed to prejudice in any way any of the Parties’ rights, including but not limited to Defendant’s right to oppose any dispositive motion or motion for class certification, and the Parties shall be restored to their respective positions in the Action as they existed immediately prior to the Settlement or execution of this Agreement. Further, this Settlement, the Effective Date does Agreement, and SETTLEMENT AGREEMENT AND RELEASE/WAIVER the terms contained herein may not occur. The Parties agree that, if approved, certification of the Settlement Class is be used for any purpose whatsoever in no way an admission by Norfolk Southern that class certification is proper in the Action, this Action or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related theretolawsuit, including this Agreement and all accompanying exhibits and all orders entered by the Court but not limited, as an admission in connection with this Agreement, shall not be construed a dispositive motion or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawmotion for class certification. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days As soon as practicable after the execution of the Settlement DateAgreement, Plaintiffs will Class Counsel shall submit this Agreement to the Court and file a motion for Preliminary Approval preliminary approval of Class Action the Settlement with the Court seeking requesting entry of a Preliminary Approval of this proposed Settlement. The motion for Order in the form attached hereto as Exhibit D, or an order substantially similar to such form, which shall seek Preliminary Approval shall request that the Court including: (1a) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) Preliminarily certify the Settlement Class for settlement purposes only and appoint preliminarily approve this Agreement for purposes of issuing Class Counsel Notice; (b) Appoint the Representative Plaintiffs as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulatesrepresentatives, for settlement purposes only, to the certification ; (c) Appoint Class Counsel as counsel of the Settlement Class, for settlement purposes only; (d) Approve the Notice Program, as set forth in Section IV; (e) Approve the form and contents of a Postcard Notice substantially similar to the one attached hereto as Exhibit B to be sent to Settlement Class but does not waiveMembers, and instead expressly reserves, its right a Long Notice to challenge be posted on the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval settlement website substantially similar to the Settlement or one attached hereto as Exhibit C, which together shall include a fair DocuSign Envelope ID: D44897A2-4B3B-489D-A18C-07D1310DC494 summary of the Effective Date does not occur. The Parties agree thatSettling Parties’ respective litigation positions, if approved, certification the general terms of the Settlement Class is set forth in no way 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 Hearing; (f) Approve a Claim Form substantially similar to that attached hereto as Exhibit A; (g) Appoint the Settlement Administrator; (h) Schedule an admission by Norfolk Southern that class certification is proper appropriate Opt Out Date, Objection Deadline, and other settlement- related dates and deadlines to be included in the Action, or any other litigation against Norfolk SouthernClass Notice; and (i) Schedule the Final Approval Hearing. 3.1.1. The Parties further agree that, other than to effectuate the Settlement of this Action in this jurisdiction, the certification Defendants will not oppose entry of the Settlement Class for settlement purposes only and all documents related thereto, including Preliminary Approval Order so long as it is substantially in the form attached to this Agreement as Exhibit D, and all accompanying exhibits and all orders entered by the Court in connection is otherwise consistent with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form 3.1.2. As soon as practicable after entry of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification shall jointly move to stay all proceedings in each of the lawsuits in the Litigation, other than those related to approval of the Settlement Class is a conditional certification for settlement purposes onlyin Dugan v. Nationstar Mortgage LLC, M.D.N.C., Case No. 1:21-cv-341.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) days of a. Co-Lead Class Counsel shall file in the Settlement Date, Plaintiffs will file Court a motion Motion for Preliminary Approval of Class Action Settlement with the Court seeking Preliminary Approval of this proposed Settlement. The motion for Preliminary Approval shall request requesting that the Court (1) preliminarily approve the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class for purposes of this Settlement; and (4) schedule enter a Final Preliminary Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. Order. b. The motion Motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form seek to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval appoint Plaintiffs as representatives of the Settlement Class. Plaintiffs, who have executed this Settlement Agreement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to be bound by it, believe it is in the proposed best interests of the Settlement in all court proceedings and public communicationsClass. C. Norfolk Southern stipulates, c. The Preliminary Approval Order shall: i. Find that the requirements for settlement purposes only, to the certification of the Settlement Class but does not waivehave been satisfied, appoint Plaintiffs as the representatives of the Settlement Class, appoint Co-Lead Class Counsel as counsel for the Settlement Class, and instead expressly reserves, its right to challenge preliminarily approve the propriety Settlement as being within the range of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event reasonableness such that the Court does Settlement Notice should be sent to the members of the Settlement Class; ii. Approve the Notice Plan and Settlement Notice and direct that it be given as set forth in Paragraphs 25.a. to 25.h. of this Settlement Agreement; iii. Schedule the Final Approval Hearing not grant earlier than 135 days following the Preliminary Approval or Final 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 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 Effective Date does not occurObjection and Opt- Out Deadline specified in the Settlement Notice and the Preliminary Approval Order such Settlement Class Member follows the procedures set forth in this Settlement Agreement and approved by the Court; vii. The Establish dates by which the Parties agree that, if approved, certification 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’ fees and expenses and service awards; viii. Provide that all Settlement Class is Members will be bound by the Final Approval Order and the Final Judgment unless such Person timely submits to the Settlement Administrator a valid written Request for Exclusion in no way an admission by Norfolk Southern that class certification is proper 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 ActionLitigation, 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 other litigation against Norfolk Southern. The Parties further agree thatof them, other than to effectuate the and all Settlement of this Action in this jurisdictionClass Members are enjoined from commencing or prosecuting, the certification either directly or indirectly, any action asserting any of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, Released Claims against any of the Released Parties, with unless they have submitted a timely and valid Request for Exclusion from the only admissibility exception being on behalf Settlement; and xi. Issue other related orders to effectuate the preliminary approval of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any lawSettlement Agreement. D. d. The form ▇▇▇▇ Plaintiffs have filed a motion for leave to amend the operative Complaint in ▇▇▇▇ to add the Meadow Plaintiffs and other proposed Class Representatives for purposes of class certification order set forth in the Settlement, which NIBCO did not oppose. The Parties shall also file a motion to stay the Meadow action pending the Effective Date. Within five (5) business days after the Effective Date, the Parties will file a stipulation dismissing the Meadow action with prejudice. e. Following the entry of the Preliminary Approval Order, Final 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. f. Upon entry of the Preliminary Approval Order, Plaintiffs, Class Counsel, NIBCO, and Judgment or otherwiseCounsel for NIBCO agree to use reasonable and good faith efforts to effectuate the Court’s final approval of this Settlement Agreement, shall expressly state including filing the necessary motion papers and scheduling any necessary hearings for a date and time that are convenient for the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes onlyCourt.

Preliminary Approval. A. The Parties 5.1. Plaintiff’s Counsel shall submit this Agreement together with its Exhibits to the Court and their counsel shall apply for entry of the Preliminary Approval Order, substantially in the form of Exhibit A attached hereto, requesting the Court’s preliminary approval of the Agreement, conditional certification of the Settlement Class, appointment of Plaintiff’s Counsel, approval of the mailed settlement notice (the “Notice”) substantially in the form of Exhibit B attached hereto, and entry of the Preliminary Approval Order staying any activities in the ▇▇▇▇▇▇▇▇▇ Action, except for activities related to the approval of this Settlement. Cigna shall not oppose Plaintiff’s Counsel’s application to the Court for entry of the Preliminary Approval Order. Until the Preliminary Approval Order is entered, the Parties, respectively, covenant and agree thatthat they will not pursue any litigation proceedings against any other Party with respect to the Released Claims; and the Parties, within fourteen respectively, shall not in any way subsequently argue that any other Party has failed to comply with its litigation obligations in any respect by reason of the suspension of litigation following the execution of this Agreement. 5.2. Within twenty one (1421) calendar days of the Settlement Date, Plaintiffs will file a motion for date of entry of the Preliminary Approval Order, the Parties will provide to the Settlement Administrator the “HDL-Analysis Regarding Alleged But-For Member Cost-Share” worksheet (which is an analysis of relevant Cigna Medical Group laboratory service claims data prepared by Cigna’s outside expert consultants and provided to and analyzed by Lead Plaintiff ▇▇▇▇▇▇▇▇▇’▇ outside counsel and expert consultants as part of the parties’ settlement discussions (the “Settlement Claims Data”)) to identify the Settlement Class Members and the amounts which will be used to calculate each Settlement Class Member’s pro rata distribution. Cigna will provide to Plaintiff’s Counsel, consistent with HIPAA or other privacy restrictions, the full name, last known address, and such other reasonably accessible identifying information as may be necessary to effectuate the payments contemplated hereunder. Within 21 days after the provision of the Settlement Claims Data, it shall be solely Plaintiff’s Counsel’s and the Settlement Administrator’s responsibility to disseminate the Notice in accordance with this Agreement and as ordered by the Court. The Settlement Administrator shall use customary tools to verify the mailing addresses of Class Action Settlement with Members and to further research the Court seeking Preliminary Approval current addresses of this proposed Settlementany Class Members whose Notice is returned as undeliverable. The motion Settlement Administrator shall also establish a Settlement website which shall be named “▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,” subject to availability, and will include basic information about the Settlement and Class Members’ rights and options, and shall make basic documents from the ▇▇▇▇▇▇▇▇▇ Action, including the ▇▇▇▇▇▇▇▇▇ Complaint and this Settlement Agreement, available for Preliminary Approval download. Settlement Class Members shall have no recourse as to the Released Parties with respect to any claims they may have that arise from the failure of the notice process. 5.3. After notice is given, Plaintiff’s Counsel shall apply for entry of the Final Order and Judgment, and shall request that the Court (1) preliminarily hold a Final Approval Hearing and approve the terms Settlement of the ▇▇▇▇▇▇▇▇▇ Action as set forth herein. Plaintiff’s Counsel shall request that the Final Approval Hearing be held not earlier than ninety (90) calendar days after the later of the dates on which the appropriate federal official and conditions the appropriate State officials are provided with notice pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715, et seq. (“CAFA”) as set forth in ¶5.4 below. At or after the Settlement Hearing, Plaintiff’s Counsel also will request that the Court approve the proposed Plan of Allocation and the Fee and Expense Application as defined in ¶1.27 and ¶9.1. 5.4. Cigna, via the Settlement Administrator, shall, no later than ten (10) calendar days following the filing of this Agreement with the Court, serve upon the appropriate State official of each State in which a Settlement Class Member resides and the Attorney General of the United States a notice of the proposed Settlement in compliance with the requirements of CAFA, 28 U.S.C. § 1715. All CAFA notice fees shall be paid for from the Total Settlement Amount. 5.5. The Parties only agree to the conditional certification of the Settlement Class, the provisional designation of Plaintiff’s Counsel, or the provisional designation of Lead Plaintiff ▇▇▇▇▇▇▇▇▇ as representatives of the Settlement Class for the purpose of effectuating this Agreement; (2) approve . If this Agreement is terminated pursuant to its terms, or if the Notice to Effective Date does not occur for any reason, then the conditional certification of the Settlement Class and the Claim Forms provisional designation of Lead Plaintiff ▇▇▇▇▇▇▇▇▇ and authorize Plaintiff’s Counsel shall be automatically vacated, and the notice program distributing them; (3) certify ▇▇▇▇▇▇▇▇▇ Action shall proceed as though the Settlement Class for settlement purposes only had never been conditionally certified and appoint Class as though the provisional designations of Lead Plaintiff ▇▇▇▇▇▇▇▇▇ and Plaintiff’s Counsel as counsel had not been made, without prejudice to the Settlement Class for purposes Lead Plaintiff ▇▇▇▇▇▇▇▇▇’▇ right to file a motion to certify a class or classes and to seek appointment of this Settlement; class representatives and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion for Preliminary Approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary and Final Approval of the Settlement and entry of a Final Judgment dismissing all Released Claims against all Released Parties with prejudice. The Parties agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, for settlement purposes only, to the certification of the Settlement Class but does not waivePlaintiff’s Counsel, and instead expressly reserves, its without prejudice to Cigna’s right to challenge assert any and all defenses to class certification and to Plaintiffs’ claims, including, but not limited to, the propriety of conditional a class or classes and/or the substantive allegations asserted by Lead Plaintiff ▇▇▇▇▇▇▇▇▇ and the putative class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occurclasses. The Parties agree that, if approved, certification of the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than to effectuate the Settlement This provision survives termination of this Action in this jurisdiction, the certification of the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall not be construed or asserted as an acknowledgement of liability, and shall not be admissible in any judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.

Preliminary Approval. A. The Parties and their counsel agree that, within fourteen (14) 9.1 Within 30 days of the complete execution of this Agreement, the Parties shall file with the Court a Motion for Preliminary Settlement DateApproval (the "Preliminary Settlement Approval Motion”). The Preliminary Approval Motion will request entry of a Preliminary Approval Order that will, inter alia, preliminarily approve the Settlement, set the date for the Final Approval Hearing, and prescribe the method for giving notice of the Settlement to the Settlement Class. In connection therewith, Plaintiffs will file submit to the Court, among other things, the proposed Class Notice and a motion for proposed Preliminary Approval Order. Defendant and Defendant’s Counsel shall receive copies of Class Action Settlement with the Court seeking these documents for review prior to their filing. The Preliminary Approval Motion will seek the setting of this proposed Settlementdate for a Final Approval Hearing. The motion for Preliminary Approval shall Plaintiffs, through Class Counsel, will request that the Court (1) preliminarily approve enter a preliminary approval order and schedule the terms and conditions of the Settlement Agreement; (2) approve the Notice to the Settlement Class and the Claim Forms and authorize the notice program distributing them; (3) certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel to the Settlement Class Fairness Hearing for purposes of this determining the fairness of the Settlement; and (4) schedule a Final Approval Hearing, not earlier than one- hundred-fifty (150) days after Preliminary Approval. The motion considering the motions for Preliminary Approval approval of Class Action Settlement shall be accompanied by a Proposed Order Granting Preliminary Approval of Class Action Settlement in a form to be agreed upon by the Parties. B. The Parties agree to take all commercially reasonable actions necessary to obtain Preliminary Counsel’s Fees and Final Approval Expenses and Plaintiffs’ Service Awards, granting final approval of the Settlement and this Agreement, and entering the Order and Judgment. 9.2 All proceedings in the Action will be stayed following entry of a Final Judgment dismissing all Released Claims against all Released the Preliminary Approval Order, except as may be necessary to implement the Settlement or comply with the terms of the Settlement. Pending determination of whether the Preliminary Approval Motion should be granted, the Parties with prejudice. agree not to pursue any claims, defenses, discovery, arguments, or motions otherwise available to them in the Action. 9.3 The Parties will agree to offer mutual support to the proposed Settlement in all court proceedings and public communications. C. Norfolk Southern stipulates, certification of a class for settlement purposes only, with the opportunity for Class Members to the certification opt out of the Settlement Class but does not waiveor object, and instead expressly reservesintervene, its right to challenge or appear at the propriety of conditional or class certification for any other purpose, as if this Agreement had not been entered into by the Parties, in the event that the Court does not grant Preliminary Approval or Final Approval to the Settlement or the Effective Date does not occurHearing. The Parties agree thatthat if the Agreement is not approved by the Court for any reason, if approved, certification of Defendant shall have the Settlement Class is in no way an admission by Norfolk Southern that class certification is proper in the Action, or any other litigation against Norfolk Southern. The Parties further agree that, other than absolute right to effectuate the Settlement of this Action in this jurisdiction, contest the certification of a class and that the Settlement Class for settlement purposes only and all documents related thereto, including this Agreement and all accompanying exhibits and all orders entered by the Court in connection with this Agreement, shall may not be construed used as evidence or asserted as an acknowledgement of liability, and shall not otherwise be admissible used in any judicial, arbitral, administrative, investigative, court filing or other court, tribunal, forum, or other proceeding, against any of the Released Parties, with the only admissibility exception being on behalf of Norfolk Southern, in its discretion, with respect to the enforcement of any of its rights of contribution, subrogation, or indemnity under any law. D. The form of class certification order set forth in the Preliminary Approval Order, Final Approval Order, and Judgment or otherwise, shall expressly state that the Parties agree that certification of the Settlement Class is a conditional certification for settlement purposes only.