Common use of Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund Clause in Contracts

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, Counsel and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2 Within ten (10) calendar days after execution of this Stipulation, counsel for Camping World shall provide the Claims Administrator with a list of names and addresses of record holders of Camping World common stock during the Class Period. This information shall be provided in an electronic format acceptable to the Claims Administrator. Camping World shall be responsible for any costs or expenses related to providing this information. 6.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause to be mailed by the Claims Administrator to all shareholders of record, identified on the Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim, substantially in the form of Exhibit A-2 attached hereto. The Notice shall set forth the terms of the Stipulation, including the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Allocation, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim form shall also be posted on the case-specific website established by the Claims Administrator. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of The Wall Street Journal and once over a national newswire service. The cost of providing such notice shall be paid out of the Settlement Fund. 6.4 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of Lead Counsel and awards to Plaintiffs (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; (b) to pay all Notice and Administration Costs; (c) to pay the Taxes and Tax Expenses described in ¶3.8 hereof; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 6.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 6.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, postmarked or submitted by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A, attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fundas are reasonably available to such Person. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodby the Bar Date, or such other period as may be ordered by the CourtCourt or allowed by Lead Counsel (whichever is longer), or otherwise allowedwho submit a Proof of Claim that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to may, in their discretion, accept for processing late-submitted Claims for processing by the Claims Administrator claims so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed therebydelayed. No Person shall have any claim claims against Lead any Plaintiff, Lead Plaintiffs’ Counsel, the Claims Administrator, Administrator or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 6.8 Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, who shall determine, in accordance with this Stipulation and the approved Plan of Allocation, the extent, if any, to which each Claim shall be allowed, subject to review by the Court pursuant to ¶6.10 below. 6.9 Proof of Claim forms that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim in whole or in part, the Claims Administrator shall communicate with the claimant in writing to give the claimant the chance to remedy any curable deficiencies in the Proof of Claim submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all claimants whose claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of ¶6.10 below. 6.10 If any claimant whose timely claim has been rejected in whole or in part for curable deficiency desires to contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶6.9 above, or a lesser period of time if the claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter present the claimant’s request for review to the Court. 6.11 Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the Person’s claim to the Net Settlement Fund Fund. All proceedings with respect to the administration, proceeding and determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be distributed subject to the jurisdiction of the Court, but shall not in any event delay or affect the finality of the Judgment. All Class Members, other claimants, and parties to this Settlement expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations. 6.12 The Claims Administrator shall calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth Allocation. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 6.13 The Settlement is not claims-made and Defendants shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after at least six (6) months from the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) distribute such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashioneconomical manner among Authorized Claimants who negotiated the checks sent to them in the initial distribution. Thereafter, any de minimis These redistributions shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 6.14 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to: (i) any act, omission, or determination by Lead Counsel, the Escrow Agent, and/or the Claims Administrator, or any adjustments to an Authorized Claimant’s Claim set forth thereinof their respective designees or agents, is not a part of this Stipulation and is to be considered by in connection with the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy administration of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.otherwise;

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 ¶2.7 hereof; (c) to pay attorneys’ fees and expenses of Lead Counsel counsel for the Plaintiff (the “Fee and Expense Award”), and to pay Lead Plaintiff an award amount pursuant to 15 U.S.C. § §78u-4(a)(4)) in connection with his representation of the Class, if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim and Release shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests requests for Exclusionexclusion, and any written revocation of Requests requests for Exclusionexclusion, as expeditiously as possible and in any event no later than fourteen (14) calendar days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim and Release or a request for exclusion within such the applicable period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the an obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, Claimants in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. The Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person Person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 ¶¶5.1-5.11 hereof; and the Class MembersReleasing Plaintiff Parties, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, investment or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, Counsel or the Claims Administrator Administrator, or any other entity Person designated by Lead Counsel based on determinations or distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulationtherein.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2 The Court shall have and retain exclusive jurisdiction over the Settlement Fund Fund, which shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 ¶2.12 hereof; (c) to pay attorneys’ fees and expenses of Federal Lead Counsel and State Lead Counsel (the “Fee and Expense Award”), ) and any service award to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)Federal Plaintiffs, if and to the extent allowed by the Court, and any service award and/or reimbursement to State Plaintiff approved by the State Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 6.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 6.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundRelease. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.5 Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim and Release within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Federal Lead Counsel and State Lead Counsel shall have the discretion (but not the an obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person Federal Lead Counsel and State Lead Counsel shall also have the right, but not the obligation, to advise the Claims Administrator to waive what Federal Lead Counsel and State Lead Counsel deem to be de minimis or formal or technical defects in any claim against Proof of Claim and Release submitted. 6.6 Proofs of Claim and Release that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim and Release in whole or in part, the Claims Administrator shall communicate with the claimant in writing to give the claimant the chance to remedy any curable deficiencies in the Proof of Claim and Release submitted. The Claims Administrator, under such supervision of Federal Lead Plaintiff, Counsel and State Lead Counsel, as necessary, shall notify, in a timely fashion and in writing, all claimants whose claims the Claims AdministratorAdministrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of ¶6.7 below. 6.7 If any claimant whose timely claim has been rejected in whole or in part for a curable deficiency desires to contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶6.6 above, or a lesser period of time if the claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any Class Member supporting documentation, and requesting a review thereof by reason of the exercise or non-exercise of such discretionCourt. 5.8 6.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Federal Lead Counsel and State Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution Claimants in the manner described in the Plan of at least $10.00, in an equitable and economic fashionAllocation. Thereafter, any de minimis balance not economically feasible to otherwise distribute which still remains in the Net Settlement Fund shall be donated to a 501(c)(3) non-profit organization selected by, and unaffiliated with, Federal Lead Counsel and State Lead Counsel, subject to approval by the New York Bar FoundationCourt. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. 6.9 Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to to: (i) any act, omission, or determination by Federal Lead Counsel or State Lead Counsel, the Escrow Agent, or the Claims Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or otherwise; (ii) the management, investment, or distribution of the Net Settlement Fund, ; (iii) the Plan of Allocation, ; (iv) the determination, administration, or calculation of claims, claims to be paid from the Settlement Fund; or (v) the payment or withholding of Taxes or Tax Expenses, or any expenses or losses incurred in connection therewith. No person Person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 ¶¶6.1-6.9 hereof; and the Settlement Class Members, Lead Federal Plaintiffs, State Plaintiff, and Federal and State Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, investment or distribution of the Settlement Fund. 5.10 6.10 No Person shall have any claim against Lead Federal Plaintiffs, State Plaintiff, Federal Lead Counsel or State Lead Counsel or the Claims Administrator, or any other Person designated by Federal Lead Counsel and State Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on determinations or distributions made substantially in accordance with the this Stipulation and the Settlement settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulationtherein.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 Defendants and their counsel shall make good faith efforts to provide within seven (7) days following the entry of preliminary approval, and without any charge to Lead Plaintiff or the Class, shareholder lists, as appropriate for providing notice to the Class. In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto, to be mailed by the Claims Administrator to all shareholders of record, or nominees. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of The Wall Street Journal and once over the Business Wire. The cost of providing such notice shall be paid out of the Settlement Fund. 5.3 The Notice shall set forth the terms of the Stipulation, including the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Allocation, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. 5.4 The Settlement Fund shall be applied as follows: (a) to pay all Class Notice and Administration ExpensesCosts; (b) to pay the all Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), ) and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)Plaintiffs’ expenses, if and to the extent allowed by the Court; and; (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 5.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following¶¶5.6-5.9 below. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 5.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked (if mailed) or received (if filed electronically) by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury xxxxxxx and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause and as are reasonably available to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearingsuch Person. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) ), to accept late-submitted Claims claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. 5.9 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period amount of time after following the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent to them in the initial distribution payment and who would receive a distribution of at least $10.00, 10.00 in an equitable and economic economical fashion. Thereafter, any de minimis These reallocations shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 5.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the processing, review, determination or calculation of any claims, the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 5.11 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and Plan of Allocation or any other such plan as may be approved by the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundCourt. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 5.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 5.13 No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Settlement Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 Within ten (10) business days of the Court’s preliminary approval of this Settlement Agreement, CSG shall cause its transfer agent to provide to the Claims Administrator or to Co-Lead Counsel, in a computer-readable format, the last known names and addresses of all Class Members. CSG shall bear its own expense of providing such names and addresses. 5.3 Within ten (10) business days of CSG’s transfer agent providing the Claims Administrator or Co-Lead Counsel with the last known names and addresses of all shareholders of record as required by ¶5.2 hereof, Co-Lead Counsel will cause to be mailed to all shareholders of record identified by CSG’s transfer agent a form of notice, in the form of Exhibit A-1 attached hereto, setting forth the terms of the Stipulation, including the proposed Plan of Distribution and Co- Lead Counsel’s proposed request for attorneys’ fees and expenses; the right to object to the Settlement, proposed Plan of Distribution, or proposed request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Settlement Class. The Notice and Proof of Claim and Release form shall be posted on the Claims Administrator’s website. A summary notice, in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of Investor’s Business Daily and once over the PR Newswire. The cost of providing such notice shall be paid out of the Settlement Fund. 5.4 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; (b) to pay all the costs and expenses reasonably and actually incurred in connection with providing notice, locating Class Members, soliciting Settlement Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any; (c) to pay the Taxes and Tax Expenses described in ¶2.6 hereof; and (d) after the Effective Date, to distribute the balance of the Settlement Fund (the “Net Settlement Fund Fund”) to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 5.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of AllocationDistribution, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 5.6 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause and as are reasonably available to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearingsuch Person. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim and Release form within such period, or such other period as may be ordered by the Court, or otherwise allowedwho file a Proof of Claim and Release form that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Co-Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Co-Lead Counsel shall cause the Claims Administrator to calculate the allocation of the Net Settlement Fund of each Authorized Claimant. Following the Effective Date, Co-Lead Counsel shall cause the Claims Administrator to mail to each Authorized Claimant his, her, or its pro rata share. The cost of these procedures shall be distributed to paid out of the Authorized Claimants substantially in accordance with the Plan of Allocation set forth Settlement Fund. 5.9 Defendants shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after six (6) months from the date of the initial distribution of the Net Settlement FundFund (whether by reason of tax refunds, uncashed checks, or otherwise), any such balance shall be distributed to an Internal Revenue Code Section 501(c)(3) charity designated by Co-Lead Counsel and unaffiliated with Defendants, Defendants’ affiliates, Lead Counsel shallPlaintiffs, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundationor Plaintiffs’ Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 5.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of AllocationDistribution, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 5.11 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and Plan of Distribution or any other such plan as may be approved by the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundCourt. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 5.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation Distribution of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation Distribution shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Distribution. 5.13 No Person shall have any claim against Lead Plaintiffs, Plaintiffs’ Counsel, Defendants, the Released Persons or their respective counsel, or the Claims Administrator, based on the administration of the Settlement, including, without limitation, the processing of claims and distributions made in accordance with this Settlement Agreement and the Settlement contained herein, the Plan of Distribution, or further order(s) of the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 4.1. The Claims Administrator, subject to such supervision and direction of the Court or Lead Counsel, and Counsel as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund (defined below) to Authorized ClaimantsClaimants pursuant to the Plan of Allocation. The Released Defendant Persons shall not have any role in, or responsibility or liability to any Person, including without limitation the Settlement Class Members, for the administration of the Settlement or the solicitation, review or evaluation of Claim Forms, nor shall any discovery be taken of Defendants in connection with such matters. 5.2 4.2. For the purposes of identifying and providing notice to the Settlement Class, within ten (10) business days of the date of entry of the Preliminary Approval Order, Cerence shall provide or cause to be provided to the Claims Administrator in electronic format (at no cost to the Settlement Fund, Lead Counsel, or the Claims Administrator) its reasonably available shareholder lists (consisting of names and addresses) from its transfer agent of the holders of the Cerence common stock during the Settlement Class Period. 4.3. The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), Award in accordance with ¶¶5.1 and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)5.2 below, if and to the extent allowed by the Court, immediately upon the entry of the Court’s order awarding such fees and expenses, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Lead Counsel’s obligation to repay those amounts to the Settlement Fund if the fee or cost award is reduced or reversed on appeal; (b) to pay any award of reimbursement to the Lead Plaintiff in accordance with ¶¶5.1 and 5.2 below, if and to the extent allowed by the Court, immediately upon the entry of the Court’s order awarding such reimbursement; (c) to pay all Notice and Administration Expenses; (d) to pay the Taxes described in ¶1.46 hereof; and (de) after the Effective Date, to distribute the balance of the Settlement Fund (the “Net Settlement Fund Fund”) to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or and order of the Court. 5.3 After 4.4. Lead Counsel shall be responsible for supervising the administration of the Settlement and the disbursement of the Net Settlement Fund subject to Court approval. No Defendant, or any other Released Defendant Person, shall be permitted to review, contest, or object to any Claim Form, or any decision of the Claims Administrator or Lead Counsel with respect to accepting or rejecting any Claim for payment by a Settlement Class Member. Lead Counsel shall have the right, but not the obligation, to waive what it deems to be formal or technical defects in any Claim Forms submitted in the interests of achieving substantial justice. 4.5. Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed by the Claims Administrator to Authorized Claimants, subject to and in accordance with the following.: 5.4 (a) Within ninety one hundred and twenty (90120) calendar days after the mailing of the Notice Date or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury perjury, and supported by such documents as are specified therein. Any Person who files a in the Proof of Claim shall reasonably cooperate with and Release. (b) The validity of each claim submitted will be initially determined by the Claims Administrator, including by promptly responding to any inquiry made acting under Lead Counsel’s supervision as necessary, in accordance with the Plan of Allocation approved by the Claims Administrator. 5.5 All Members Court. In the event a Claimant disagrees with such determination, the Claimant may elect to submit the dispute to the Court for summary resolution. Each Claimant shall be deemed to have submitted to the jurisdiction of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable Court with respect to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or that Xxxxxxxx’s claim against the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14c) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, any and all Settlement Class Members who fail to timely submit a valid properly completed and signed Proof of Claim and Release within such period, or such other period as may be is ordered by the Court, or otherwise allowed, Court shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth hereintherein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained hereintherein, the Judgment and all proceedings, rulings, orders, and judgments in the JudgmentLitigation, and will be barred from bringing any action against including, without limitation, the release of the Released Persons concerning Claims and the Released Claimsdismissal with prejudice of the Litigation. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against . (d) Lead Counsel, with approval of Lead Plaintiff, Lead shall apply to the Court, on notice to Defendants’ Counsel, for an order approving the Claims Administrator, ’s determinations concerning the acceptance or any Class Member by reason rejection of the exercise submitted Proofs of Claim and Release forms and approving any Notice and Administration Expenses or non-exercise Taxes not previously applied for and, if the Effective Date has occurred, directing payment of the Net Settlement Fund to Authorized Claimants substantially in accordance with the plan of allocation approved by the Court (the “Distribution Order”). Any such discretion. 5.8 The plan of allocation is not a part of this Stipulation. No funds from the Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with until the Plan of Allocation set forth in the Notice and approved by the CourtEffective Date. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of After the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among the Claims Administrator will make reasonable and diligent efforts to have Authorized Claimants, who Claimants cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashionchecks. Thereafter, To the extent any de minimis balance which still remains monies remain in the Net Settlement Fund shall after the initial distribution, if Lead Counsel, in consultation with the Claims Administrator, determines that it is cost-effective to do so, the Claims Administrator, no less than six (6) months after the initial distribution, will conduct a re-distribution of the funds remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks may occur thereafter if Lead Counsel, in consultation with the Claims Administrator, determines that additional re-distributions, after the deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be donated cost-effective. At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance will be contributed to Greater Boston Legal Services, subject to approval by the New York Bar FoundationCourt. 5.9 This Settlement is not a claims made settlement and, if all conditions (e) None of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or Released Persons, nor their insurers. Defendants and their Related Parties counsel, shall have no any role in, responsibility for, interest in, or liability whatsoever with respect to the investment or distribution of the Settlement Fund or Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewithwith any such matters. No person Lead Plaintiff and each Settlement Class Member hereby fully, finally, and forever release, relinquish, and discharge the Released Persons and their counsel from any and all such liability. (f) Each Claimant shall be deemed to have any claim submitted to the jurisdiction of any kind against the Defendants or their Related Parties Court with respect to the matters set forth in ¶¶5.1–5.8 hereof; Claimant’s Claim, and the Claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided, however, that such investigation and discovery shall be limited to that Xxxxxxxx’s status as a Settlement Class Member and the validity and amount of the Claimant’s Claim. No discovery shall be allowed on the merits of this Litigation or of the Settlement in connection with the processing of Claim Forms. 4.6. Payment pursuant to the Class Distribution Order shall be final and conclusive against all Settlement Class Members. All Settlement Class Members whose Claims are not approved by the Court for payment shall be barred from participating in distributions from the Net Settlement Fund, Lead Plaintiffbut otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Judgment, if applicable, to be entered in this Litigation and the releases provided for herein and therein, and Lead Counsel release the Defendants will be permanently barred and their Related Parties enjoined from bringing any action against any and all liability Released Defendant Persons with respect to any and claims arising from or all of the Released Plaintiffs’ Claims. 4.7. All proceedings with respect to the administration, investmentprocessing, or distribution and determination of Claims, and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of Claims, shall be subject to the jurisdiction of the Court. All Settlement FundClass Members, other Claimants, and Settling Parties expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations. 5.10 4.8. No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator Administrator, or other entity designated by Lead Counsel their counsel, officers, or employees, based on the distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include No Person shall have any claim by against the Released Defendant Persons or their counsel arising from or relating to the management of, distributions from, or the disposition of the Settlement Fund or the Net Settlement Fund, and Lead Plaintiff and each Settlement Class Member hereby fully, finally, and forever release, relinquish, and discharge the Released Defendant Persons and their counsel from any party for breach of this Stipulationand all such liability. 5.11 4.9. It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, Fund is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order order, proceeding, or proceeding dispute relating to the Plan of Allocation including, but not limited to, those related to adjustments to an Authorized Claimant’s claim, shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. The time to appeal from approval of the Settlement shall commence upon the Court’s entry of the Judgment regardless of whether a Plan of Allocation has been submitted to the Court or has been approved. 4.10. All Persons who fall within the definition of Settlement Class Members shall be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment with respect to all Released Plaintiffs’ Claims, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims Claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 ¶2.10 hereof; (c) to pay attorneys’ fees and expenses of to Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award Plaintiffs awards pursuant to 15 U.S.C. § §78u-4(a)(4), in each case if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the followingfollowing provisions of this ¶5. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files submits a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to the Settling Defendants’ Counsel copies of all Requests requests for Exclusionexclusion, and any written revocation of Requests requests for Exclusionexclusion, as expeditiously as possible possible, and in any event no later than fourteen seven (147) calendar days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be permanently barred and enjoined from bringing any action action, claim, or other proceeding of any kind against the Released Persons concerning the asserting any Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar FoundationXxxxxx University School of Law Investor Justice & Education Clinic. 5.9 This Settlement is not a claims claims-made settlement and, if settlement. If all conditions of the Stipulation Settlement are satisfied and the Settlement becomes FinalEffective Date occurs, no portion of the Settlement Fund will be returned to the Settling Defendants or their insurers. The Settling Defendants and their the Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the investment or distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claimsClaims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Settling Defendants or their the Related Parties with respect to the matters set forth in ¶¶5.1–5.8 ¶¶5.1-5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Settling Defendants and/or the respective Settling Defendants’ Counsel, their the Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on arising from distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 Within ten (10) calendar days following the execution of this Stipulation, Defendants and their counsel shall provide Lead Counsel and the Claims Administrator, without any charge to Plaintiffs or the Class, record shareholder lists, as appropriate for providing notice to the Class. This information shall be provided in an electronic format acceptable to the Claims Administrator. 5.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto, to be mailed by the Claims Administrator to all shareholders of record, or nominees. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of The Wall Street Journal and once over the Business Wire. The cost of providing such notice shall be paid out of the Settlement Fund. 5.4 The Settlement Fund shall be applied as follows: (a) to pay all Class Notice and Administration ExpensesCosts; (b) to pay the all Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Lead Counsel’s attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), ) and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)Plaintiffs’ expenses, if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 5.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following¶¶5.6-5.9 below. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 5.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause and as are reasonably available to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearingsuch Person. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund, as long as the Authorized Claimant will receive at least $10.00. 5.9 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period amount of time after following the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent to them in the initial distribution payment and who would receive a distribution of at least $10.00, 10.00 in an equitable and economic economical fashion. Thereafter, any de minimis These reallocations shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel and which has no affiliation with Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 5.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the processing, review, determination or calculation of any claims, the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 5.11 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and Plan of Allocation or any other such plan as may be approved by the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundCourt. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 5.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 5.13 No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2 Within ten (10) calendar days after execution of this Stipulation, counsel for Xxxxxxx shall provide the Claims Administrator and Lead Counsel with a list of names and addresses of record holders of Rubicon common stock who purchased Rubicon common stock pursuant to the March 2014 Offering. This information shall be provided in an electronic format acceptable to the Claims Administrator. Rubicon shall be responsible for any costs or expenses related to providing this information. 6.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause to be mailed by the Claims Administrator to all shareholders of record, identified on the Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto. The Notice shall set forth the terms of the Stipulation, the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Allocation, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, the Summary Notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of Investor’s Business Daily and once over a national newswire service. The cost of providing such notice shall be paid out of the Settlement Fund. 6.4 The Settlement Fund shall be applied as follows: (a) to pay all Class Notice and Administration ExpensesCosts; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) to pay Lead Counsel’s attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 6.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 6.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked or submitted electronically by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fundand as are reasonably available to such Person. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is finally rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept for processing late-submitted Claims for processing by the Claims Administrator claims so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person Lead Counsel shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretionno liability for not accepting late claims. 5.8 6.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth Allocation. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 6.9 Defendants shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after from the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) distribute such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, Claimants in an equitable and economic fashion. Thereafter, any de minimis These redistributions shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 6.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever to any person or entity including, but not limited to, Lead Plaintiff, other Class Members, any other plaintiffs, any Class Member’s counsel, or Lead Counsel with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No Without limiting the foregoing, the Released Persons shall not be liable to any person shall have with regard to any claim disclosure to or by the Claims Administrator of any kind against personal or potentially private account information, including, without limitation, the names, addresses, and account transaction data for individual Class Members, the accuracy of such information, or the identity of the Class Members. 6.11 Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 6.13 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 8.1. The Claims Administrator, subject to such supervision and direction of the Court or Lead Counsel, and as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Settlement Class Members pursuant to the Plan of Allocation, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. In no case shall notice of settlement include the logos of ABB or the products it sells, disparage ABB, or otherwise suggest that the settlement is an admission of liability or damages. 5.2 8.2. The Notice and Proof of Claim and Release Form shall also be posted on the Claims Administrator’s website. In accordance with the schedule to be approved by the Court, the Summary Notice will be distributed by means approved by the Court. The cost of providing such notice shall be paid out of the Settlement Fund and not by ABB. 8.3. The Settlement Fund shall be applied as follows: (a) 8.3.1. to pay all Class Notice and Administration Expenses; (b) 8.3.2. to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) 8.3.3. to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and Award subject to the approval of the Court; 8.3.4. to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and any Plaintiffs’ Service Award subject to the extent allowed by approval of the Court; and (d) 8.3.5. after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by pursuant to the Stipulation, Stipulation and the Plan of Allocation, or as approved by the Court. 5.3 After 8.4. Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 8.5. Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially Claim and Release Form postmarked or submitted electronically by the date specified in the form of Exhibit A-2 attached heretoPreliminary Approval Order, signed under penalty of perjury and or such other time as may be set by the Court (the “Bar Date”), supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundForm. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 8.6. Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim within such periodand Release Form by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release Form that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, Judgment and will be barred from bringing any action against the Released Persons concerning the Released ClaimsOrder of Dismissal. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator Administrator, so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, or the Claims Administrator, or any Class Member Administrator by reason of the decision to exercise or non-not exercise of such discretion. 5.8 8.7. The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. ABB will have no involvement in reviewing or challenging claims. Following the Effective Date, the Claims Administrator shall distribute the Net Settlement to Authorized Claimants pursuant to the Plan of Allocation. 8.8. Lead Counsel shall provide the Plan of Allocation to ABB for review and comment at least ten (10) business days before submitting it to the Court. ABB shall provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving it. ABB shall take no position in any Court proceedings with respect to the Plan of Allocation or any other such plan as may be approved by the Court. 8.9. Other than in the event of the termination of the Settlement pursuant to Paragraphs 3.2, 5.1 or as provided in Paragraphs 9.3 and 10.6, ABB shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the initial date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Claims Administrator shall, if feasible, allocate such balance among Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated until the remaining balance in the Net Settlement Fund is de minimis, and any such remaining balance shall be donated to an appropriate 50l(c)(3) non-profit organization selected by Lead Counsel and approved by the Court. 8.10. The finality of the Court’s Judgment and Order of Dismissal approving the Stipulation shall not be conditioned on any ruling by the Court concerning the Plan of Allocation of the Net Settlement Fund. Any order or proceeding relating to a request for approval of the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person appeal from any order relating thereto or reversal or modification thereof, shall have any claim not operate to terminate the Settlement Agreement or affect or delay the Effective Date or the effectiveness or finality of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; Judgment and Order of Dismissal and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundReleased Claims. 5.10 8.11. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, Defendants, their Related Released Parties, ABB, ABB’s counsel, or the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or otherwise as further order(s) of ordered by the Court. This provision does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 8.1. The Claims Administrator, subject to such supervision and direction of the Court or Lead Counsel, and as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Settlement Class Members pursuant to the Plan of Allocation, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. In no case shall notice of settlement include the logos of JJVCI or the products it sells, disparage JJVCI, or otherwise suggest that the settlement is an admission of liability or damages. 5.2 8.2. The Notice and Proof of Claim and Release Form shall also be posted on the Claims Administrator’s website. In accordance with the schedule to be approved by the Court, the Summary Notice will be distributed by means approved by the Court. The cost of providing such notice shall be paid out of the Settlement Fund and not by JJVCI. 8.3. The Settlement Fund shall be applied as follows: (a) 8.3.1. to pay all Class Notice and Administration Expenses; (b) 8.3.2. to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) 8.3.3. to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and Award subject to the approval of the Court; 8.3.4. to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and any Plaintiffs’ Service Award subject to the extent allowed by approval of the Court; and (d) 8.3.5. after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by pursuant to the Stipulation, Stipulation and the Plan of Allocation, or as approved by the Court. 5.3 After 8.4. Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 8.5. Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially Claim and Release Form postmarked or submitted electronically by the date specified in the form of Exhibit A-2 attached heretoPreliminary Approval Order, signed under penalty of perjury and or such other time as may be set by the Court (the “Bar Date”), supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundForm. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 8.6. Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim within such periodand Release Form by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release Form that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, Judgment and will be barred from bringing any action against the Released Persons concerning the Released ClaimsOrder of Dismissal. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator Administrator, so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, or the Claims Administrator, or any Class Member Administrator by reason of the decision to exercise or non-not exercise of such discretion. 5.8 8.7. The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. JJVCI will have no involvement in reviewing or challenging claims. Following the Effective Date, the Claims Administrator shall distribute the Net Settlement to Authorized Claimants pursuant to the Plan of Allocation. 8.8. Lead Counsel shall provide the Plan of Allocation to JJVCI for review and comment at least ten (10) business days before submitting it to the Court. JJVCI shall provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving it. JJVCI shall take no position in any Court proceedings with respect to the Plan of Allocation or any other such plan as may be approved by the Court. 8.9. Other than in the event of the termination of the Settlement pursuant to Paragraphs 3.2, 5.1, 10.2 or as provided in Paragraphs 9.3 and 10.6, JJVCI shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the initial date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Claims Administrator shall, if feasible, allocate such balance among Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated until the remaining balance in the Net Settlement Fund is de minimis, and any such remaining balance shall be donated to an appropriate 50l(c)(3) non-profit organization selected by Lead Counsel and approved by the Court. 8.10. The finality of the Court’s Judgment and Order of Dismissal approving the Stipulation shall not be conditioned on any ruling by the Court concerning the Plan of Allocation of the Net Settlement Fund. Any order or proceeding relating to a request for approval of the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person appeal from any order relating thereto or reversal or modification thereof, shall have any claim not operate to terminate the Settlement Agreement or affect or delay the Effective Date or the effectiveness or finality of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; Judgment and Order of Dismissal and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundReleased Claims. 5.10 8.11. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, Defendants, their Related Released Parties, JJVCI, JJVCI’s counsel, or the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or otherwise as further order(s) of ordered by the Court. This provision does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1. The Claims Administrator, subject to such supervision and direction of Lead Counsel, Counsel and the Court as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims Claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2. The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) to pay attorneys’ fees and expenses of counsel for the Lead Counsel Plaintiff (the “Fee and Expense Award”), if and to the extent allowed by the Court; (d) to pay the time and expenses of Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)Plaintiff, if and to the extent allowed by the Court; and (de) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the this Stipulation, the Plan of Allocation, or the Court. 5.3 6.3. After the Effective Date, and in accordance with the terms of the this Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 6.4. Within ninety one hundred twenty (90120) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant Settlement Class Member shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundRelease. 5.6 Lead Counsel shall cause to 6.5. All Claims must be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered submitted by the date set by the Court in the Preliminary Approval Order and specified in the Notice unless such deadline is extended by Order of the Court, all . Any Settlement Class Members Member who fail fails to timely submit a valid Proof of Claim and Release within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the this Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Plaintiff’s Counsel, Defendants’ Counsel, the Released Persons, the Claims Administrator, Administrator or any Settlement Class Member by reason of the exercise or non-exercise of such discretion. 5.8 6.6. Each Proof of Claim and Release shall be submitted to and reviewed by the Claims Administrator, under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation, to what extent, if any, each Claim shall be allowed. 6.7. Proof of Claim and Release forms that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim and Release in whole or in part, the Claims Administrator shall communicate with the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in the Proof of Claim and Release submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all Claimants whose Claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose Claim is to be rejected has the right to a review by the Court if the Claimant so desires and complies with the requirements of ¶ 6.8 below. 6.8. If any Claimant whose timely Claim has been rejected in whole or in part for curable deficiency desires to contest such rejection, the Claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶ 6.7 above, or a lesser period of time if the Claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the Claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall thereafter present the Claimant’s request for review to the Court. 6.9. Each Claimant who submits a Proof of Claim and Release shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant’s Claim, including, but not limited to, all releases provided for herein and in the Judgment, and the Claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to the Claimant’s status as a Settlement Class Member and the validity and amount of the Claimant’s Claim. In connection with processing the Proofs of Claim and Release, no discovery shall be allowed on the merits of the Action or the Settlement. 6.10. The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasiblefeasible and economical, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, Claimants in an equitable and economic economical fashion. Thereafter, any Any de minimis balance which that still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not feasible or economical to reallocate, shall be donated to an appropriate non-profit charitable organization(s) serving the New York Bar Foundationpublic interest selected by Lead Counsel and approved by the Court. 5.9 This Settlement is not a claims made settlement and6.11. The Defendants, if all conditions of the Stipulation are satisfied Defendants’ Counsel, and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties Defendants’ Releasees shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claimsClaims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person Person shall have any claim of any kind against the Defendants Defendants, Defendants’ Releasees, or their Related Parties Defendants’ Counsel with respect to the matters set forth in ¶¶5.1–5.8 ¶¶ 6.1-6.13 hereof; and the Settlement Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties Defendants’ Releasees from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 6.12. No Person shall have any claim against Defendants, Defendants’ Releasees, Defendants’ Counsel, Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, Plaintiff’s Counsel or the Claims Administrator Administrator, or any other entity Person designated by Lead Counsel based on determinations or distributions made substantially in accordance with the this Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.13. It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, Counsel and the Court as may be necessary or as circumstances may require, shall administer the Settlement, including, but not limited to, the process of receiving, reviewing, and approving or denying Claims, subject to the jurisdiction of the Court, and shall administer and calculate the claims Claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. The Released Defendant Parties and Defendants’ Counsel shall have no responsibility for or interest whatsoever in the administration of the Settlement or the actions or decisions of the Claims Administrator, and shall have no liability whatsoever to the Releasing Plaintiff Parties, including Plaintiffs, any other Settlement Class Members, or Plaintiffs’ Counsel, in connection with such administration, including, but not limited to: (i) any act, omission, or determination by Lead Counsel, the Escrow Agent, and/or the Claims Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement or otherwise; (ii) the management or investment of the Settlement Fund or the Net Settlement Fund, or the distribution of the Net Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any Claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in value of, the Settlement Fund; or (vi) the payment or withholding of any Taxes, expenses, and/or costs incurred with the taxation of the Settlement Fund or the filing of any federal, state, or local returns. Defendants’ Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effectuate its terms. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) to pay attorneys’ fees and expenses of Lead Plaintiffs’ Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an any award to Plaintiffs for their reasonable costs and expenses (including lost wages) pursuant to 15 U.S.C. § §78u-4(a)(4), if and to the extent allowed by the CourtCourt (the “Fee and Expense Award”); and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed provided by the this Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms orders of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized ClaimantsCourt, subject to and in accordance with the followingfollowing provisions of this Stipulation. 5.4 5.3 Within ninety one hundred-twenty (90120) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant Settlement Class Member shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundRelease. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 5.4 Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim and Release within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the this Stipulation and the Settlement set forth herein, but will will, in all other respects respects, be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons Defendant Parties concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the an obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Claims Administrator, Administrator or any Settlement Class Member by reason of the exercise or non-exercise of such discretion. 5.5 Each Proof of Claim and Release shall be submitted to and reviewed by the Claims Administrator, under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation and the approved Plan of Allocation, the extent, if any, to which each Claim shall be allowed, subject to review by the Court pursuant to ¶5.7 below. 5.6 Proof of Claim and Release forms that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim and Release in whole or in part, the Claims Administrator shall communicate with the claimant in writing to give the claimant the chance to remedy any curable deficiencies in the Proof of Claim and Release submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all claimants whose Claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose Claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of ¶5.7 below. 5.7 If any claimant whose timely Claim has been rejected in whole or in part for curable deficiency desires to contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶5.6 above, or a lesser period of time if the Claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall thereafter present the claimant’s request for review to the Court. 5.8 The Each claimant who declines to be excluded from the Settlement Class shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s Claim, including, but not limited to, all releases provided for herein and in the Judgment, and the Claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to the claimant’s status as a Settlement Class Member and the validity and amount of the claimant’s Claim. In connection with processing the Proofs of Claim and Release, no discovery shall be allowed on the merits of the Litigation or the Settlement. All proceedings with respect to the administration, processing and determination of Claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of Claims, shall be subject to the jurisdiction of the Court, but shall not, in any event, delay or affect the finality of the Judgment. All Settlement Class Members, other claimants, and parties to this Settlement expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations. 5.9 Following the Effective Date, the Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent in the initial distribution payment and who would receive a distribution minimum of at least $10.00, . These redistributions shall be repeated until the balance remaining in an equitable and economic fashionthe Net Settlement Fund is de minimis. Thereafter, any Any de minimis balance which that still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not feasible or economical to reallocate, shall be donated to any appropriate non-sectarian, non-profit charitable organization(s) serving the New York Bar Foundationpublic interest selected by Lead Counsel and approved by the Court. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related 5.10 The Released Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claimsClaims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person Person shall have any claim of any kind against the Defendants or their Related Released Defendant Parties with respect to the matters set forth in ¶¶5.1–5.8 ¶¶5.1-5.12 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel Releasing Plaintiff Parties release the Defendants and their Related Released Defendant Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 5.11 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related the Released Defendant Parties, Plaintiffs, Plaintiffs’ Counsel or the Claims Administrator Administrator, or any other entity Person designated by Lead Counsel based on determinations or distributions made substantially in accordance with the this Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 5.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this the Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2 Within five (5) calendar days after execution of this Stipulation, CNinsure shall provide the Claims Administrator with a list of names and addresses of record holders of CNinsure ADSs on the transfer agent’s books during the Class Period. This information shall be provided in an electronic format acceptable to the Claims Administrator. CNinsure shall be responsible for any costs or expenses related to providing this information. For the avoidance of doubt, CNinsure has no obligation to provide names of CNinsure ADS holders as recorded on the books of DTC, any broker, or any entity other than its transfer agent. 6.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause to be mailed by the Claims Administrator to all shareholders of record, identified on the Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto. The Notice shall set forth the terms of the Stipulation, including the proposed Plan of Distribution and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Distribution, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of Investor’s Business Daily and once over the Business Wire. The cost of providing such notice shall be paid out of the Settlement Fund. 6.4 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of and Lead Counsel Plaintiffs’ expenses (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; (b) to pay all the costs and expenses reasonably and actually incurred in connection with providing notice, including locating Class Members, soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any; (c) to pay the Taxes and Tax Expenses described in ¶3.8 hereof; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of AllocationDistribution, or the Court. 5.3 After 6.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of AllocationDistribution, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 6.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked or submitted electronically by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fundand as are reasonably available to such Person. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to may, in its discretion, accept for processing late-submitted Claims for processing by the Claims Administrator claims so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretiondelayed. 5.8 6.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth Distribution. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 6.9 CNinsure shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after six (6) months from the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur distribute on multiple occasions) a pro rata basis such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent to them in the initial distribution payment and who would otherwise receive a distribution minimum of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis These redistributions shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 6.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of AllocationDistribution, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 6.11 Defendant shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and Plan of Distribution or any other such plan as may be approved by the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundCourt. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation Distribution of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation Distribution shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members, Defendant and the Unserved Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Distribution. 6.13 No Person shall have any claim against Lead Plaintiffs, Plaintiffs’ Counsel, Released Persons, Defendant’s counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Distribution, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator7.1. Under the supervision of Lead Plaintiff’s Counsel, acting on behalf of the Settlement Class, and subject to such supervision and direction of Lead Counsel, and as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Claims Administrator shall administer and calculate the claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund (as defined below) to Authorized Claimants. 7.2. The Settlement Fund shall be applied as follows: (a) To pay the Taxes and Tax Expenses described in ¶ 4.1 above; (b) To pay Administrative Costs; (c) To pay Lead Plaintiff’s Counsel attorneys’ fees with interest and expenses and payments to the Lead Plaintiff for reimbursement of his time and expenses (the “Fee and Expense Award”), to the extent allowed by the Court; and (d) To distribute the balance of the Settlement Fund, that is, the Settlement Fund less the items set forth in ¶ 7.2(a), (b), and (c) hereof (the “Net Settlement Fund”), plus all accrued interest, to the Authorized Claimants as allowed by this Stipulation, the Plan of Allocation, or the Court. 7.3. Upon and after the Effective Date, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and Claimants in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing terms of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by any orders of the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 7.4. This Settlement is not a claims claims-made settlement andsettlement, and if all conditions of the Stipulation are satisfied and the Settlement Final Judgment becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurersany of the Settling Defendants. Defendants and their Related Defendants’ Released Parties shall have no responsibility for, involvement in, interest in, or liability whatsoever with respect to the investment or distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim claims against Lead Plaintiff, Lead ’s Counsel, Defendants, their Related Parties, the Claims Administrator or any other entity agent designated by Lead Plaintiff’s Counsel based on distributions distribution determinations or claim rejections made substantially in accordance with the this Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) orders of the Court. This does Lead Plaintiff’s Counsel shall have the right, but not include the obligation, to waive what they deem to be formal or technical defects in any claim by any party for breach Proofs of this StipulationClaim filed, where doing so is in the interest of achieving substantial justice. 5.11 7.5. It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized ClaimantXxxxxxxx’s Claim claim set forth therein, is not a part condition of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any . Any order or proceeding proceedings relating to the Plan of Allocation Allocation, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to modify, terminate or cancel this Stipulation Stipulation, or affect or delay the finality of the Court’s Final Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to this Stipulation. 7.6. If any funds remain in the Net Settlement Fund by reason of uncashed checks or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Settlement Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distribution checks, any balance remaining in the Net Settlement Fund six (6) months after the initial distribution of such funds shall be re-distributed, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund, including costs for re- distribution to Settlement Class Members who have cashed their checks and who would receive at least $10.00 from such re-distribution. If no longer feasible or economical to make further distributions, any funds remaining in the Net Settlement Fund six months after such re-distribution, shall be donated to Public Justice, P.C. 7.7. Any Settlement Class Member who does not submit a valid claim or otherwise whose claim is not approved by the Court for payment will not be entitled to receive any distribution from the Settlement Fund, but will otherwise be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Judgment to be entered in the Action and the Releases provided for herein and therein, and will be permanently barred and enjoined from bringing any 7.8. All proceedings with respect to the administration, processing and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. All Settlement Class Members expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 Within ten (10) calendar days after execution of this Stipulation, counsel for Defendants shall provide the Claims Administrator with a list of names and addresses of record holders of Xxxxxx common stock during the Class Period. This information shall be provided in one of the following electronic formats: ASCII Fixed Length file; ASCII Tab Delimited file; or Microsoft Excel Spreadsheet. Defendants shall be responsible for any costs or expenses related to providing this information. 5.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause to be mailed by the Claims Administrator to all shareholders of record, identified on the Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto. The Notice shall set forth the terms of the Stipulation, including the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Allocation, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of Investor’s Business Daily and transmitted once over the PR Newswire. The cost of providing such notice shall be paid out of the Settlement Fund. 5.4 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of and Lead Counsel Plaintiff’s expenses (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; (b) to pay all the costs and expenses reasonably and actually incurred in connection with providing notice, including locating Class Members, soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any; (c) to pay the Taxes and Tax Expenses described in ¶2.7 hereof; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 5.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 5.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked or submitted electronically by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause and as are reasonably available to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearingsuch Person. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to may, in their discretion, accept for processing late-submitted Claims for processing by the Claims Administrator claims so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretiondelayed. 5.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth Allocation. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 5.9 Defendants shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after six (6) months from the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) distribute such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent to them in the initial distribution payment and who would otherwise receive a distribution minimum of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis These redistributions shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to an appropriate non-profit organization designated by Lead Counsel and approved by the New York Bar FoundationCourt. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 5.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 5.11 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 5.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 5.13 No Person shall have any claim against Lead Plaintiff, Plaintiffs’ Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause the Notice, substantially in the form of Exhibit A-1 attached hereto, and the Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto, to be mailed by the Claims Administrator to all shareholders of record, or nominees. The Notice and Proof of Claim and Release shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of The Wall Street Journal and once over the Business Wire. The costs of providing such notice shall be paid out of the Settlement Fund, and in no event shall the Released Persons have any responsibility for such costs other than as provided herein. 5.3 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration ExpensesCosts; (b) to pay the all Taxes and Tax Expenses described in ¶2.8 ¶2.10 hereof; (c) to pay Lead Counsel’s attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), ) and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)Plaintiff’s expenses, if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 5.4 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following¶¶5.5-5.8 below. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 5.5 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, received by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundRelease. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person Unless otherwise ordered by the Court, Class Members, having already been provided the Notice of Pendency of Class Action and a full and fair opportunity to timely exclude themselves from the Class prior to the November 27, 2023 deadline, shall have any claim against Lead Plaintiff, Lead Counsel, not be afforded further opportunity to exclude themselves from the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretionClass. 5.8 5.7 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund, as long as the Authorized Claimant will receive at least $10.00. 5.8 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period amount of time after following the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent to them in the initial distribution payment and who would receive a distribution of at least $10.00, 10.00 in an equitable and economic economical fashion. Thereafter, any de minimis These reallocations shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel and which has no affiliation with Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the processing, review, determination, administration, or calculation of any claims, the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person . 5.10 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, Allocation or further order(s) of any other such plan as may be approved by the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Lead Plaintiff, Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 5.12 No Person shall have any claim against Lead Plaintiff, Plaintiffs’ Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and the Court as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2 Within ten (10) calendar days after execution of this Stipulation, counsel for Defendants shall provide the Claims Administrator with a list of names and addresses of record holders of Allscripts common stock during the Class Period. This information shall be provided in an electronic format acceptable to the Claims Administrator. Defendants shall be responsible for any costs or expenses related to providing this information. 6.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will cause to be mailed by the Claims Administrator to all shareholders of record, identified on the Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto. The Notice shall set forth the terms of the Stipulation, the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the right to object to the Settlement, proposed Plan of Allocation, or request for fees and expenses; the right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s website. In accordance with the schedule set forth in the Notice Order, a summary notice, substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national edition of Investor’s Business Daily and once over a national newswire service. The cost of providing such notice shall be paid out of the Settlement Fund. 6.4 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses of and Lead Counsel Plaintiffs’ expenses (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; (b) to pay all Class Notice and Administration Costs; (c) to pay Taxes and Tax Expenses; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 6.5 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 6.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of ClaimClaim and Release, substantially in the form of Exhibit A-2 attached hereto, postmarked by no later than ninety (90) calendar days after the Notice Date (as defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fundand as are reasonably available to such Person. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.7 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim within such periodand Release by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release that is finally rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept for processing late-submitted Claims for processing by the Claims Administrator claims so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such discretiondelayed. 5.8 6.8 The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth Allocation. Following the Effective Date, the Claims Administrator shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 6.9 Defendants shall not have a reversionary interest in the Notice and approved by the CourtNet Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after from the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) distribute such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, Claimants in an equitable and economic fashion. Thereafter, any de minimis These redistributions shall be repeated until the balance which still remains remaining in the Net Settlement Fund is de minimis and such remaining balance shall then be donated to the New York Bar Foundationan appropriate non-profit organization designated by Lead Counsel. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties 6.10 The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax ExpensesTaxes, or any losses incurred in connection therewith. No person . 6.11 Defendants shall have any claim of any kind against the Defendants or their Related Parties take no position with respect to the matters set forth in ¶¶5.1–5.8 hereof; and Plan of Allocation or any other such plan as may be approved by the Class Members, Lead PlaintiffCourt, and neither Defendants nor any of the Defendants’ Related Persons shall have any responsibility or liability to Lead Counsel release the Defendants and their Related Parties from Plaintiffs or any and all liability and claims arising from or Class Member with respect to the administration, investment, Plan of Allocation or distribution of any other such plan as may be approved by the Settlement FundCourt. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.12 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, Fund including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this the Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this the Stipulation or affect or delay the finality of the Court’s Judgment approving this the Stipulation and the Settlement set forth herein (including the releases contained herein)therein, or any other orders entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Allocation. 6.13 No Person shall have any claim against Lead Plaintiff, Plaintiffs’ Counsel, Released Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation, and the Plan of Allocation, or otherwise as further ordered by the Court. The claim of any Person may be allowed, disallowed, or adjusted on equitable grounds.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims Claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration Expenses; (b) to pay the Taxes and Tax Expenses described in ¶2.8 ¶2.10 hereof; (c) to pay attorneys’ fees and expenses of to Lead Counsel (the “Fee and Expense Award”), and to pay Lead Plaintiff an award Plaintiffs awards pursuant to 15 U.S.C. § §78u-4(a)(4), in each case if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the followingfollowing provisions of this ¶5. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files submits a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Settlement Class Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Settlement Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Settling Defendants’ Counsel copies of all Requests requests for Exclusionexclusion, and any written revocation of Requests requests for Exclusionexclusion, as expeditiously as possible and in any event no later than fourteen seven (147) calendar days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be permanently barred and enjoined from bringing any action action, claim, or other proceeding of any kind against the Released Persons concerning the asserting any Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Claims Administrator, or any Settlement Class Member by reason of the exercise or non-exercise of such discretion. 5.8 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar FoundationXxxxxx University School of Law Investor Justice & Education Clinic. 5.9 This Settlement is not a claims claims-made settlement and, if settlement. If all conditions of the Stipulation Settlement are satisfied and the Settlement becomes FinalEffective Date occurs, no portion of the Settlement Fund will be returned to the Settling Defendants or their insurers. The Settling Defendants and their the Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the investment or distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claimsClaims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Settling Defendants or their the Related Parties with respect to the matters set forth in ¶¶5.1–5.8 ¶¶5.1-5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Settling Defendants and/or the respective Settling Defendants’ Counsel, their the Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on arising from distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1 The Claims Administrator, subject to such supervision and direction of Lead Counsel, and as may be necessary or as circumstances may require, the Court, Administrator shall administer and calculate the claims submitted by Settlement Class Members Members, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. The Claims Administrator will be subject to such supervision and direction from the Court and/or Lead Counsel as may be necessary or as circumstances may require. Other than Terex’s obligation to provide its stockholders’ records as provided in ¶4.2 above, the Released Parties shall have no responsibility for or interest in whatsoever with respect to the administration of the Settlement or the actions or decisions of the Claims Administrator, and shall have no liability whatsoever to the Plaintiffs, Settlement Class Members, or Lead Counsel, in connection with such administration, including, but not limited to: (i) any act, omission, or determination by Lead Counsel, the Escrow Agent, and/or the Claims Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement or otherwise; (ii) the management or investment of the Settlement Fund or the Net Settlement Fund, or the distribution of the Net Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in value of, the Settlement Fund; or (vi) the payment or withholding of any taxes, expenses, and/or costs incurred with the taxation of the Settlement Fund or the filing of any federal, state, or local returns. 5.2 6.2 The Settlement Fund shall be applied as follows: (a) to pay all Notice the fees and Administration Expensesexpenses reasonably and actually incurred in connection with providing notice, locating Settlement Class Members, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proofs of Claim, and paying escrow fees and costs, if any; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; (c) to pay Plaintiffs’ attorneys’ fees and expenses of Lead Counsel if and to the extent allowed by the Court (the “Fee and Expense Award”), and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and to the extent allowed by the Court; and (d) after the Effective Date, to distribute the balance of the Settlement Fund (the “Net Settlement Fund Fund”) to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court. 5.3 After 6.3 Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 6.4 Within ninety one hundred twenty (90120) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, or such other substantially similar form mutually agreed to by Lead Counsel and Defendants’ counsel, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from as are reasonably available to the Settlement Fund or the Net Settlement FundAuthorized Claimant. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 6.5 Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons Parties concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator claims so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, the Claims Administrator, Administrator or any Settlement Class Member by reason of the exercise or non-exercise of such discretion. 5.8 6.6 Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation and the approved Plan of Allocation, the extent, if any, to which each claim shall be allowed, subject to the review by the Court pursuant to ¶6.8 below. 6.7 Proofs of Claim that do not meet the submission requirement may be rejected. Prior to rejecting a Proof of Claim in whole or in part, the Claims Administrator shall communicate with the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in the Proof of Claim submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all Claimants whose claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose claim is to be rejected has the right to a review by the Court if the Claimant so desires and complies with the requirements of ¶6.8 below. 6.8 If any Claimant whose timely claim has been rejected in whole or in part for curable deficiency, desires to contest such rejection, the Claimant must, within twenty (20) calendar days after the mailing of the notice required in ¶6.7 above, or a lesser period of time if the claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the Claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter present the Claimant’s request for review to the Court. 6.9 Each Claimant who declines to be excluded from the Settlement Class shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant’s claim, including, but not limited to, all releases provided for herein and in the Judgment, and the claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to the Claimant’s status as a Settlement Class Member and the validity and amount of the Claimant’s claim. In connection with processing the Proofs of Claim, no discovery shall be allowed on the merits of the Litigation or the Settlement. All proceedings with respect to the administration, processing and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court, but shall not in any event delay or affect the finality of the Judgment. All Settlement Class Members, other Claimants, and parties to this Settlement expressly waive trial by jury (to the extent any such right may exist) and any right of appeal or review with respect to such determinations. 6.10 Following the Effective Date, the Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the a Plan of Allocation set forth to be described in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement FundFund (whether by reason of tax refunds, uncashed checks or otherwise), Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, Claimants who cash their negotiated the checks sent in the initial distribution payment and who would receive a distribution minimum of at least $10.00, . These redistributions shall be repeated until the balance remaining in an equitable and economic fashionthe Net Settlement Fund is de minimus. Thereafter, any Any de minimis minimus balance which that still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not feasible or economical to reallocate shall be donated to the New York Bar Foundationan appropriate, non-profit organization selected by Lead Counsel. 5.9 6.11 This Settlement is not a claims claims-made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to the Defendants or their insurers. Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person shall have any claim of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 6.12 No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 6.13 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 8.1. The Claims Administrator, subject to such supervision and direction of the Court or Lead Counsel, and as may be necessary or as circumstances may require, shall provide notice of the CourtSettlement to the Class, shall administer and calculate the claims submitted by Settlement Class Members pursuant to the Plan of Allocation, and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. In no case shall notice of settlement include the logos of Alcon or the products it sells, disparage Alcon, or otherwise suggest that the settlement is an admission of liability or damages. 5.2 8.2. The Notice and Proof of Claim and Release Form shall also be posted on the Claims Administrator’s website. In accordance with the schedule to be approved by the Court, the Summary Notice will be distributed by means approved by the Court. The cost of providing such notice shall be paid out of the Settlement Fund and not by Alcon. 8.3. The Settlement Fund shall be applied as follows: (a) 8.3.1. to pay all Class Notice and Administration Expenses; (b) 8.3.2. to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) 8.3.3. to pay attorneys’ fees and expenses of Lead Counsel (the “Fee and Expense Award”), and Award subject to the approval of the Court; 8.3.4. to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4), if and any Plaintiffs’ Service Award subject to the extent allowed by approval of the Court; and (d) 8.3.5. after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by pursuant to the Stipulation, Stipulation and the Plan of Allocation, or as approved by the Court. 5.3 After 8.4. Upon the Effective DateDate and thereafter, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 Within ninety (90) calendar days after the mailing of the Notice or such other time as may be set by the Court, each 8.5. Each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially Claim and Release Form postmarked or submitted electronically by the date specified in the form of Exhibit A-2 attached heretoPreliminary Approval Order, signed under penalty of perjury and or such other time as may be set by the Court (the “Bar Date”), supported by such documents as are specified therein. Any Person who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement FundForm. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 8.6. Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a valid Proof of Claim within such periodand Release Form by the Bar Date, or such other period as may be ordered by the Court, or otherwise allowedwho submit a Proof of Claim and Release Form that is rejected, shall be forever barred from receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this the Stipulation, the releases contained herein, and the Judgment, Judgment and will be barred from bringing any action against the Released Persons concerning the Released ClaimsOrder of Dismissal. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims claims for processing by the Claims Administrator Administrator, so long as the distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, or the Claims Administrator, or any Class Member Administrator by reason of the decision to exercise or non-not exercise of such discretion. 5.8 8.7. The Net Settlement Fund Claims Administrator shall be distributed to calculate the claims of Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. Alcon will have no involvement in reviewing or challenging claims. Following the Effective Date, the Claims Administrator shall distribute the Net Settlement to Authorized Claimants pursuant to the Plan of Allocation. 8.8. Lead Counsel shall provide the Plan of Allocation to Alcon for review and comment at least ten (10) business days before submitting it to the Court. Alcon shall provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving it. Alcon shall take no position in any Court proceedings with respect to the Plan of Allocation or any other such plan as may be approved by the Court. 8.9. Other than in the event of the termination of the Settlement pursuant to Paragraphs 3.2, 5.1, 10.2 or as provided in Paragraphs 9.3 and 10.6, Alcon shall not have a reversionary interest in the Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the initial date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, in an equitable and economic fashion. Thereafter, any de minimis balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. 5.9 This Settlement is not a claims made settlement and, if all conditions of the Stipulation are satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Claims Administrator shall, if feasible, allocate such balance among Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated until the remaining balance in the Net Settlement Fund is de minimis, and any such remaining balance shall be donated to an appropriate 50l(c)(3) non-profit organization selected by Lead Counsel and approved by the Court. 8.10. The finality of the Court’s Judgment and Order of Dismissal approving the Stipulation shall not be conditioned on any ruling by the Court concerning the Plan of Allocation of the Net Settlement Fund. Any order or proceeding relating to a request for approval of the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No person appeal from any order relating thereto or reversal or modification thereof, shall have any claim not operate to terminate the Settlement Agreement or affect or delay the Effective Date or the effectiveness or finality of any kind against the Defendants or their Related Parties with respect to the matters set forth in ¶¶5.1–5.8 hereof; Judgment and Order of Dismissal and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement FundReleased Claims. 5.10 8.11. No Person shall have any claim against Lead PlaintiffPlaintiffs, Lead Plaintiffs’ Counsel, Defendants, their Related Released Parties, Alcon, Alcon’s counsel, or the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or otherwise as further order(s) of ordered by the Court. This provision does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.

Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund. 5.1 6.1. The Claims Administrator, subject to such supervision and direction of Lead Counsel, Counsel and the Court as may be necessary or as circumstances may require, the Court, shall administer and calculate the claims Claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement Fund to Authorized Claimants. 5.2 6.2. The Settlement Fund shall be applied as follows: (a) to pay all Notice and Administration ExpensesCosts; (b) to pay the Taxes and Tax Expenses described in ¶2.8 hereofExpenses; (c) to pay attorneys’ fees and expenses of Lead Plaintiffs’ Counsel (the “Fee and Expense Award”), ) as applied for by Lead Counsel in accordance with ¶¶ 7.1 and to pay Lead Plaintiff an award pursuant to 15 U.S.C. § 78u-4(a)(4)7.2 herein, if and to the extent allowed by the Court; (d) to pay the costs and expenses of Plaintiffs, if and to the extent allowed by the Court; (e) to pay any other costs, expenses, or amounts as may be approved by the Court; and (df) after the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the this Stipulation, the Plan of Allocation, or the Court. 5.3 6.3. After the Effective Date, and in accordance with the terms of the this Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. 5.4 6.4. Within ninety one hundred twenty (90120) calendar days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant Settlement Class Member shall be required to submit to the Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified thereinin the Proof of Claim. 6.5. All Claims must be submitted by the date set by the Court in the Preliminary Approval Order and specified in the Notice unless such deadline is extended by Order of the Court. Any Person Settlement Class Member who files a Proof of Claim shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry made by the Claims Administrator. 5.5 All Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund. 5.6 Lead Counsel shall cause to be provided to Defendants’ Counsel copies of all Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as possible and in any event no later than fourteen (14) days prior to the Settlement Hearing. 5.7 Except as otherwise ordered by the Court, all Class Members who fail fails to timely submit a valid Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the this Stipulation and the Settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to accept late-submitted Claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby. No Person shall have any claim against Lead PlaintiffPlaintiffs, Defendants, Lead Counsel, Defendants’ Counsel, the Released Persons, the Claims Administrator, or any Settlement Class Member by reason of the exercise or non-exercise of such discretion. 5.8 6.6. Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation, to what extent, if any, each Claim shall be allowed. 6.7. Proof of Claim forms that do not meet the submission requirements may be rejected. Prior to rejecting a Proof of Claim in whole or in part, the Claims Administrator shall communicate with the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in the Proof of Claim submitted. The Claims Administrator, under the supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all Claimants whose Claims the Claims Administrator proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose Claim is to be rejected has the right to a review by the Court if the Claimant so desires and complies with the requirements of ¶ 6.8 below. 6.8. If any Claimant whose timely Claim has been rejected in whole or in part for curable deficiency desires to contest such rejection, the Claimant must, within twenty (20) calendar days after the date of mailing of the notice required in ¶ 6.7 above, or a lesser period of time if the Claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the Claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall thereafter present the Claimant’s request for review to the Court. 6.9. Each Claimant who submits a Proof of Claim shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant’s Claim, including, but not limited to, all releases provided for herein and in the Judgment, and the Claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to the Claimant’s status as a Settlement Class Member and the validity and amount of the Claimant’s Claim. In connection with processing the Proofs of Claim and Release, no discovery shall be allowed on the merits of the Action or the Settlement. 6.10. The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasiblefeasible and economical, reallocate (which reallocation may occur on multiple occasions) such balance among Authorized Claimants, who cash their initial distribution payment and who would receive a distribution of at least $10.00, Claimants in an equitable and economic economical fashion. Thereafter, any Any de minimis balance which that still remains in the Net Settlement Fund after such reallocation(s) and payments, which is not feasible or economical to reallocate, shall be donated donated, if approved by the Court, to the New York Bar following non-profit charitable organization serving the public interest: FINRA Investor Education Foundation. 5.9 This Settlement is not a claims made settlement and6.11. Defendants, if all conditions of the Stipulation are satisfied Defendants’ Counsel, and the Settlement becomes Final, no portion of the Settlement Fund will be returned to Defendants or their insurers. Defendants and their Related Parties Defendants’ Releasees shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement Fund, ; the Plan of Allocation, ; the determination, administration, or calculation of claims, Claims; the payment or withholding of Taxes or Tax Expenses, ; or any losses incurred in connection therewith. No person Person shall have any claim of any kind against the Defendants Defendants, Defendants’ Releasees, or their Related Parties Defendants’ Counsel with respect to the matters set forth in ¶¶5.1–5.8 hereof; and the Class Members, Lead Plaintiff, and Lead Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund. 5.10 No Person shall have any claim against Lead Plaintiff, Lead Counsel, Defendants, their Related Parties, the Claims Administrator or other entity designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court. This does not include any claim by any party for breach of this Stipulation. 5.11 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court’s Judgment approving this Stipulation and the Settlement set forth herein (including the releases contained herein), or any other orders entered pursuant to this Stipulation.¶¶ 6.1-