Common use of Attorneys’ Fees and Expenses Clause in Contracts

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to (a) At the deadline for objections to time set by the Court in the Preliminary Approval Order, Settlement pursuant to Section II.C, Co-Lead Class Classes Counsel may apply to for approval by the Court for of an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees expenses and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to (the Court for attorneys’ fees “Fee and reimbursement of expenses (Xxxxxx Counsel FeesExpense Award”). If awarded, all Xxxxxx (Any request by Settlement Classes Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order award by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after to the Effective Date. Representative Plaintiffs shall also be made by that time.) The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel application for the Plaintiffs the Attorneys’ Fees Fee and Expenses so awarded. 5. Settling Defendants Expense Award will not comment on include any time or oppose Class Counsel’s request expenses incurred in connection with the Xxxxxxxx State FX Case, which time and expenses are being addressed as set forth in, and pursuant to the terms and conditions of, Exhibit A attached hereto. Settlement Classes Counsel intend to apply for Attorneys’ Fees so long as the a Fee and Expense Award, which will include a request for fees is no greater than $81,125,000 (approximately 19.54%) not to exceed 27.5% of the $415 million Gross Settlement Fund plus a pro rata share of all interest, dividends, and other distributions and payments (less Tax Payments) accrued by the Settlement Fund. 6. Xxxxxx Counsel will , and a request Xxxxxx Counsel Fees in an amount for reimbursement of their expenses of litigation not to exceed $4,525,000 5,000,000. Defendants intend to take no position regarding such Fee and Expense Award application. (approximately 1.09%b) The issues of any Fee and Expense Award, and/or any award to the Representative Plaintiffs, are to be considered by the Court separately from the Court’s consideration of the $415 million fairness, reasonableness and adequacy of this Settlement FundAgreement and the settlement contemplated hereby. Settling Any order relating solely to such issue(s), or any request for further judicial review from any order(s) relating solely thereto or reversal or modification thereof, shall not operate to terminate the Settlement Agreement or affect or delay Final Settlement Approval. (c) If Final Settlement Approval has occurred, and a Fee and Expense Award has been approved by the Court but remains the subject of pending or potential appeals or further judicial review, Settlement Classes Counsel may at their discretion seek authority from the Court to pay all or part of such approved Fee and Expense Award from the Gross Settlement Fund notwithstanding such pending or potential appeals or further judicial review regarding the Fee and Expense Award. Defendants and Class Counsel retain the right intend to comment on or oppose take no position regarding any application for Xxxxxx Counsel Feessuch request.

Attorneys’ Fees and Expenses. 169. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Defendant agrees that Class Counsel may apply to the Court for seek an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expensesand expenses in this action, expert fees and costs or administrative fees or costs. 2subject to Court approval. Xxxxxx Class Counsel may apply separately to the Court for will request an award of attorneys’ fees and reimbursement of litigation costs and expenses not to exceed not to exceed twenty-five percent (Xxxxxx Counsel Fees25%) of the Settlement Fund, or Three Hundred Forty-Three Thousand Seven Hundred Fifty Dollars ($343,750.00) (collectively, the “Fee and Expense Award”). If awardedClass Counsel asserts that the Fee and Expense Award represents fair compensation to Class Counsel for the risks they undertook in commencing and prosecuting the Litigation on a contingency basis, all Xxxxxx and for the benefits obtained for and conferred upon Plaintiffs and the Settlement Class through prosecution of the Litigation and negotiation of the Settlement. The Fee and Expense Award paid to Class Counsel Fees and any interest due thereon shall be payable solely paid exclusively out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestFund. 370. Upon Within ten (10) business days of the later of (i) the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or (ii) a final order approving Class Counsel’s Fee and Expense Award, or Xxxxxx Counsel(iii) after the time for seeking rehearing, appellate or other review of the Fee and Expense Award, or (iv) Defendant’s representation payment into the Qualified Settlement Fund as contemplated in Paragraph 40, the Settlement Administrator shall pay to MASTANDO & XXXXXX the Court-approved attorneys’ fees, costs, and expenses. In the event that the amount of Named Plaintiffs the Fee and Expense Award awarded by the Court is reduced on appeal, the Settlement Administrator shall pay only the reduced amount of the Fee and Expense Award awarded by the Court. The payment of the Fee and Expense Award awarded by the Court shall be made through a wired deposit by the Settlement Administrator into the attorney client trust account for MASTANDO & XXXXXX. After the Settlement Administrator has distributed the Fee and Expense Award, Class Counsel shall solely be responsible for allocating the Fee and Expense Award to any counsel that contributed to the prosecution and/or settlement of the ClassLitigation. 471. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out The finality or effectiveness of the Settlement Fund and may this Agreement will not be deducted from dependent on the Settlement Fund prior allocation and distribution of the Fee and Expense Award among counsel that contributed to the prosecution and/or settlement of the Litigation. Any disputes regarding the allocation and distribution of the Fee and Expense Award will be handled by and among Class Counsel and any counsel that contributed to Class Members, but only on or after entry the prosecution and/or settlement of an order by the Litigation. 72. In the event the Court approving any Attorneys’ Fees declines to approve, in whole or in part, the payment of the Fee and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Expense Award that Class Counsel may withdraw from requests, the Account remaining provisions of this Agreement shall remain in full force and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5effect. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) No order of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) Court, or modification or reversal or appeal of any order of the $415 million Settlement Fund. Settling Defendants Court, concerning the Fee and Class Counsel retain the right to comment on Expense Award shall constitute grounds for cancellation or oppose any application for Xxxxxx Counsel Feestermination of this Agreement.

Attorneys’ Fees and Expenses. 1. Prior Xxxx has agreed to pay to Plaintiffs’ counsel reasonable attorneys’ fees and expenses, separate and apart from the deadline for objections consideration flowing to the Settlement pursuant Class, of up to Section II.C, Co-$12,800,000 in fees and $1,250,000 in expenses. Named Plaintiffs’ Lead Class Counsel may will apply on behalf of Plaintiffs’ counsel to the Court for an award of Attorneysattorneys’ Fees fees and Expenses incurred on behalf expenses of no more than this amount, covering all legal services provided by Plaintiffs’ counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with the Litigation, the Settlement of the Plaintiffs. All Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out implementation of the Settlement Fund Agreement (the “Fee and Expense Application”). Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Plaintiffs’ counsel may not be awarded, and shall not accept, any amount in such amounts as excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. Pursuant to the Order Regarding Management of Timekeeping, Attorneys’ Fees, and Costs Reimbursement Issues, Class Counsel shall resolve all issues regarding the allocation of fees and expenses among themselves. Should any counsel other than Named Plaintiffs’ Lead Counsel petition the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation an award of attorneys’ fees, costs, or expenses, expert Class Counsel and Xxxx and their counsel shall cooperate in opposing any such petition. Neither Class Counsel nor Ford shall be required to pay any amounts of money to such counsel. Given their duty to the Class and their commitment to secure approval and implementation of the class settlement, the undersigned Plaintiffs’ counsel acknowledge that, if they seek to recover attorneys’ fees and costs as part of this Settlement, they are ethically prohibited from having any financial interest in a matter, based upon the 6.0L engine in a Class Vehicle, involving a person or administrative entity who opts out of this Settlement to pursue an individual lawsuit against Xxxx. The undersigned Plaintiffs’ counsel further acknowledge that they will advise all Plaintiffs’ counsel seeking attorneys’ fees or costs. 2of the foregoing ethical prohibition. Xxxxxx Counsel may apply separately to Within ten business days after the Effective Date of Settlement, Ford shall pay the amount awarded by the Court for attorneys’ fees and reimbursement expenses to Named Plaintiffs’ Lead Counsel. Named Plaintiffs’ Lead Counsel must provide Ford with a completed W-9 form for the first payee of expenses (Xxxxxx Counsel Fees)attorneys’ fees and costs. If awardedAny order or proceedings relating to the Fee and Expense Application, all Xxxxxx Counsel Fees and or any interest due thereon shall be payable appeal solely out from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the finality of the Settlement Fund separately from Judgment approving this Agreement and the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestSettlement. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 115. Prior to the deadline for objections to the Settlement pursuant to Section II.CLead Counsel, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees Counsel, shall file and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from serve the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel Application not later than forty (to the extent any interest is awarded40) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund calendar days prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Final Approval Hearing. The Attorneys’ Fees and Expenses or Xxxxxx Counsel Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and only on or Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from date the Account and allocate amongst counsel for the Plaintiffs District Court enters the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on Award, irrespective of the existence of any objections or oppose Class Counsel’s request for appeals related to the Attorneys’ Fees so long as and Expenses Award, the request for Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees is no greater than $81,125,000 with Plaintiffs’ Counsel, but shall be obligated and liable (approximately 19.54%a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the $415 million conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement Fundis terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 618. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) Other than Pfizer’s payment of the $415 million Settlement FundAmount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Settling Defendants Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel FeesExpenses Application.

Attorneys’ Fees and Expenses. 1(a) Class Counsel intends to submit a Fee and Expense Application, seeking an award of attorneys’ fees based on the value of the Settlement and the work performed not to exceed one-third of the Settlement Amount, plus reasonable expenses. Prior At the same time, Class Counsel shall seek the Court’s approval of all Administrative Costs in connection with the Settlement. (b) Defendants shall take no position on the propriety of the Fee and Expense Application provided the fees requested do not exceed one-third of the Settlement Amount. Any amount awarded by the Court in response to such Fee and Expense Application shall be paid by the Settlement Administrator solely out of the Settlement Amount and shall be deducted (to the deadline for objections extent approved by the Court) from the Settlement Amount. The Settlement Administrator shall use reasonable best efforts to pay any attorneys’ fees and expenses amount awarded to Class Counsel as soon as practicable following the full funding of the Settlement Fund per Section 3.1(b). (c) Notwithstanding any other provision of this Agreement to the contrary, the procedure for and the allowance or disallowance (in whole or in part) by the Court of the Fee and Expense Application to be paid out of the Settlement pursuant to Section II.CAmount shall be considered by the Court separately from its consideration of the fairness, Co-Lead Class Counsel may apply reasonableness, and adequacy of the Settlement, and any Order or proceedings relating to the Court for an award of Attorneys’ Fees Fees, or any appeal of any Order relating thereto, shall not operate to terminate or cancel this Agreement or be deemed material thereto. (d) Defendants and Expenses their insurers shall have no obligations whatsoever with respect to any attorneys’ fees or expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) by Class Counsel, which shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costsAmount. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 167. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Defendant agrees that Class Counsel may apply to the Court for seek an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expensesand expenses in this action, expert subject to Court approval. Class Counsel will request an award of attorneys’ fees not to exceed thirty-three percent (33.3%) of the Settlement Fund and reimbursement of litigation costs or administrative fees or costs. 2and expenses not to exceed Fifty Thousand Dollars and No Cents ($50,000.00) (collectively, the “Fee and Expense Award”). Xxxxxx Class Counsel may apply separately asserts that the Fee and Expense Award represents fair compensation to Class Counsel for the Court risks they undertook in commencing and prosecuting the Litigation on a contingency basis, and for the benefits obtained for and conferred upon Plaintiffs and the Settlement Class through prosecution of the Litigation and negotiation of the Settlement. Class Counsel agrees not to seek more than thirty-three percent (33.3%) of the Settlement Fund for attorneys’ fees and not to seek more than Fifty Thousand Dollars and No Cents ($50,000.00) for reimbursement of expenses (Xxxxxx litigation costs and expenses. The Fee and Expense Award paid to Class Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely paid exclusively out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestFund. 368. Upon Within ten (10) business days of the later of (i) the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or (ii) a final order approving Class Counsel’s Fee and Expense Award, or (iii) after the time for seeking rehearing, appellate or other review of the Fee and Expense Award, the Settlement Administrator shall pay to the Xxxxxx Counsel’s representation & Xxxxxx Complex Litigation Group all Court-approved attorneys’ fees, costs, and expenses. In the event that the amount of Named Plaintiffs the Fee and Expense Award awarded by the Court is reduced on appeal, the Settlement Administrator shall pay only the reduced amount of the Fee and Expense Award awarded by the Court. The payment of the Fee and Expense Award awarded by the Court shall be made through a wired deposit by the Settlement Administrator into the attorney client trust account for the Xxxxxx & Xxxxxx Complex Litigation Group. After the Settlement Administrator has distributed the Fee and Expense Award to the Xxxxxx & Xxxxxx Complex Litigation Group, Class Counsel shall solely be responsible for allocating the Fee and Expense Award to any counsel that contributed to the prosecution and/or settlement of the ClassLitigation. 469. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out The finality or effectiveness of the Settlement Fund and may this Agreement will not be deducted from dependent on the Settlement Fund prior allocation and distribution of the Fee and Expense Award among counsel that contributed to the prosecution and/or settlement of the Litigation. Any disputes regarding the allocation and distribution of the Fee and Expense Award will be handled by and among Class Counsel and any counsel that contributed to Class Members, but only on or after entry the prosecution and/or settlement of an order by the Litigation. 70. In the event the Court approving any Attorneys’ Fees declines to approve, in whole or in part, the payment of the Fee and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Expense Award that Class Counsel may withdraw from requests, the Account remaining provisions of this Agreement shall remain in full force and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5effect. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) No order of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) Court, or modification or reversal or appeal of any order of the $415 million Settlement Fund. Settling Defendants Court, concerning the Fee and Class Counsel retain the right to comment on Expense Award shall constitute grounds for cancellation or oppose any application for Xxxxxx Counsel Feestermination of this Agreement.

Attorneys’ Fees and Expenses. 118.1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply shall submit a request to the Court for an award payment of Attorneys’ Fees, expressed as a percentage of the value conferred by the Settlement on the Settlement Class, and for reimbursement of Expenses incurred in prosecuting and settling the Action. Any request for Attorneys’ Fees and Expenses incurred on behalf of must be filed with the PlaintiffsCourt at least fourteen (14) days before the Objection Deadline. All If approved by the Court, such Attorneys’ Fees and Expenses and any interest due any counsel (as determined by Class Counsel shall be paid by the Settlement Administrator to the extent any interest is awarded) shall be payable solely out of various Plaintiffs law firms from the Settlement Fund in such amounts as within twenty-one (21) Business Days after the Court ordersEffective Date. No Settling Defendant nor To avoid any Released Party has any liability or responsibility for feesdoubt, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon shall be paid by the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and Settlement Administrator based on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted written direction from the Settlement Fund prior Fund. 18.2. Defendants agree not to the distribution to Class Members, but only on or after entry of an order by the Court approving oppose any Attorneys’ Fees and request by Class Counsel of up to 30.00% of the Settlement Fund, to be paid from the Settlement Fund. Defendants also agree not to oppose a request by Class Counsel for Expenses or Xxxxxx Counsel Fees and only on or of up to $800,000.00, to be paid from the Settlement Fund. This term was negotiated after the Effective DateParties reached an agreement on the remaining terms of this Settlement. 18.3. The undersigned Co-Lead Class Counsel may withdraw from Parties agree that the Account and allocate amongst counsel for effectiveness of this Agreement is not contingent upon the Plaintiffs Court’s approval of the payment of any Attorneys’ Fees and Expenses so awarded. 5or Expenses. Settling Defendants will not comment on If the Court declines to approve, in whole or oppose Class Counsel’s in part, a request for Attorneys’ Fees so long as or Expenses, all remaining provisions in this Agreement shall remain in full force and effect. No decision by the request for fees is no greater than $81,125,000 (approximately 19.54%) Court, or modification or reversal or appeal of any decision by the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.Court,

Attorneys’ Fees and Expenses. 175. Prior Plaintiffs will move the Court to the deadline for objections to order that Plaintiffs’ counsel be awarded from the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award Amount attorneys fees in a total amount of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel no more than six million dollars (to the extent any interest is awarded$6,000,000.00) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees)other than Plaintiffs’ Share of Notice Costs) in a total amount of no more than twenty-five thousand dollars ($25,000.00) (together, “Attorneys Parties have no obligation to pay any monies other than the Settlement Amount. 76. If awardedThe approval, all Xxxxxx Counsel payment and allocation of Attorneys Fees and any interest due thereon shall be payable solely in connection with, relating to, or arising out of the Agreement and the Settlement, to any Person is a matter separate and apart from the Settlement Fund between the Parties. The application by Plaintiffs’ counsel for Attorneys Fees is to be considered by the Court separately from the Attorneys’ Court’s consideration of the fairness, reasonableness, adequacy, and good faith of the Settlement. Any award of Attorneys Fees shall be set forth in an order separate from the Bar Order and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor Judgment such that any Released Party has appeal of any liability or responsibility for Attorneys Fees award shall not constitute an appeal of the Bar Order and Judgment and any Xxxxxx Counsel appeal of the Bar Order and Judgment shall not constitute an appeal of any Attorneys Fees or interestaward. 377. Upon In the Effective Dateevent the Settlement is not terminated, Class Counselbut any award of Attorneys Fees is reversed or modified (whether by the Court, Xxxxxx Counsel on appeal, or otherwise), then Plaintiffs’ counsel shall comply with any Court orders regarding return of any such award (if it has already been paid) to be paid to the Receiver for distribution pursuant to the Distribution Plan the portion of Attorneys Fees consistent with such reversal or modification, together with any interest actually earned thereon. Kroll has no interest in any such fees, or any involvement in how they would be returned or distributed. 78. Any decision or matter concerning such Attorneys Fees shall not affect the validity or finality of this Agreement or the Settlement. Plaintiffs may not cancel or terminate this Agreement or the Settlement, and Named Plaintiffsthis Agreement and the Settlement shall not be impugned or denied recognition or enforcement, individually based on anything relating to or concerning Attorneys Fees. 79. Kroll and the Kroll Released Parties shall not have any responsibility, obligation, or liability whatsoever with respect to Attorneys Fees. Notwithstanding anything to the contrary, in this Agreement or otherwise, Kroll and the Kroll Released Parties shall have no obligation to pay or reimburse any Attorneys Fees incurred by or on behalf of the Class and each individual Class Memberany Plaintiff or Plaintiffs Release Party, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expensesrepresentative, Xxxxxx Counsel Fees trustee, or costs associated with this Action subrogee of any Plaintiff or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the ClassRelease Party. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior Ford will pay Plaintiffs’ counsel reasonable attorneys’ fees, costs and expenses as approved by the Court, separate and apart from the consideration flowing to the deadline for objections Class, not to the Settlement pursuant to Section II.C, Co-exceed a total of $8,856,500. Lead Class Counsel may will apply on behalf of all counsel for Plaintiffs to the Court for an award of Attorneysattorneys’ Fees fees and Expenses incurred on behalf expenses to be paid by Ford of no more than this amount, covering all legal services provided by Plaintiffs’ counsel in the past and future to Plaintiffs and the Class Members in connection with the Litigation, the Settlement of the Plaintiffs. All Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out implementation of the Settlement Fund Agreement (the “Fee and Expense Application”), except for any fees awarded by Arbitrators pursuant to the Arbitration Program, which is separate from the requested attorneys’ fees and expenses identified here. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. The amount of fees to be awarded shall be determined by California law in such amounts as effect on the date this agreement is executed. The parties expressly agree that any change in the law regarding attorneys’ fees, including entitlement it fees or timing of payment, shall not affect application of this provision. Lead Class Counsel shall make all determinations regarding the allocation of fees and expenses among Plaintiffs’ counsel. Should any counsel other than Lead Class Counsel petition the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation an award of attorneys’ fees, costs, or expenses, expert Lead Class Counsel will oppose such petition. Ford shall not be required to pay any amounts of money to such counsel.. Any appeal of only the award of attorneys’ fees and costs will not affect the Parties and Claims Administrator’s obligations under the Order Granting Final Approval. This means that an appeal of only the attorneys’ fees and costs will not extend the Effective Date or administrative fees or costs. 2otherwise delay implementation of any Settlement benefits. Xxxxxx Counsel may apply separately to Within 14 business days after the Effective Date of Settlement, Ford shall pay the amount awarded by the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from who shall distribute the Account and allocate amongst attorneys’ fees among all counsel at their discretion. Lead Class Counsel must provide Ford with a completed W-9 form for the Plaintiffs first payee of attorneys’ fees and costs. Any order or proceedings relating to the Attorneys’ Fees Fee and Expenses so awarded. 5. Settling Defendants Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not comment on operate to terminate or oppose Class Counsel’s request for Attorneys’ Fees so long as cancel this Settlement Agreement, or affect or delay the request for fees is no greater than $81,125,000 (approximately 19.54%) finality of the $415 million Judgment approving this Settlement FundAgreement. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to Ford shall pay Class Counsel reasonable attorneys’ fees and litigation expenses, separate and apart from the deadline for objections consideration provided to the Settlement pursuant to Section II.CClasses, Co-Lead in an amount awarded by the Court provided that the award does not exceed $16 million. Class Counsel may shall apply to the Court for an a total award of Attorneysattorneys’ Fees fees and Expenses incurred expenses of no more than this amount, covering all legal services provided by, or under the authorization of, Class Counsel in the past and future to the Members of the Settlement Classes in connection with the Litigation, the Settlement, any appeal in connection with the Settlement, and implementation of the Settlement Agreement (the “Fee and Expense Application”). If limited to this amount, Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Class Counsel shall not accept any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. In addition, the majority of costs of Notice of Settlement and Claims Administration shall be paid by Xxxx. Class Counsel will pay the costs of the Software Update Notice. Class Counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of Plaintiffs and to execute and legally bind all Plaintiffs to this Agreement. Class Counsel further represent and warrant that no other attorney or law firm who has appeared on any document filed in this Litigation on behalf of any of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out Plaintiffs or Members of the Settlement Fund Classes in such amounts as the Court orders. No Settling Defendant nor any Released Party Litigation, and no other attorney who has participated in the Litigation, has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court claim for attorneys’ fees separate from those fees to be awarded to Class Counsel pursuant to this Settlement Agreement. Within ten business days after the Effective Date of Settlement, Ford shall pay the amount of attorneys’ fees and reimbursement costs awarded by the Court (subject to the limitations of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out this Section II.E) pursuant to the terms of the this Settlement Fund separately from the Attorneys’ Fees and Expenses Agreement to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective DateAt least 21 days before payment, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated must provide Ford with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) a completed W-9 form for the Plaintiffs shall be payable solely out of the Settlement Fund payees to whom Xxxx should pay attorneys’ fees and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedcosts. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to Xxxx will pay Plaintiffs' counsel reasonable attorneys' fees and expenses as approved by the deadline for objections Court, separate and apart from the consideration flowing to the Settlement pursuant Class, not to Section II.C, Co-exceed a total of $5.25 million. Lead Class Counsel may will apply on behalf of all counsel for Plaintiffs to the Court for an award of Attorneys’ Fees attorneys' fees and Expenses incurred on behalf expenses to be paid by Ford of no more than this amount, covering all legal services provided by Plaintiffs' counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with the Litigation, the Settlement of the Plaintiffs. All Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out implementation of the Settlement Fund Agreement (the "Fee and Expense Application"). Ford reserves its right to object to the amount of attorneys' fees and expenses sought by Plaintiffs' counsel ifthe evidence provided by Plaintiffs' counsel in such amounts as support of their Fee and Expense Application is inconsistent with representations made by Plaintiffs' counsel during settlement negotiations concerning their lodestar. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. Lead Counsel shall make all determinations regarding the allocation of fees and expenses among Class Counsel. Should any counsel other than Named Plaintiffs' Lead Counsel petition the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for an award of attorneys' fees, costs, or expenses, or interestClass Counsel will oppose such petition. Ford shall not be required to pay any amounts ofmoney to such counsel. Within 14 business days after the Effective Date of Settlement, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to Ford shall pay the amount awarded by the Court for attorneys’ ' fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Named Plaintiffs' Lead Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) 5.25 million. Named Plaintiffs' Lead Counsel must provide Ford with a completed W-9 form for the first payee of attorneys' fees and costs. Any order or proceedings relating to the Fee and Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Settlement Agreement, or affect or delay the finality of the $415 million Judgment approving this Settlement Fund. Settling Defendants Agreement and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel FeesSettlement.

Attorneys’ Fees and Expenses. 1. Prior Ford has agreed to pay to Plaintiffs’ counsel reasonable attorneys’ fees and expenses, separate and apart from the deadline for objections consideration flowing to the Settlement pursuant Class, of up to Section II.C, Co-$12,800,000 in fees and $1,250,000 in expenses. Named Plaintiffs’ Lead Class Counsel may will apply on behalf of Plaintiffs’ counsel to the Court for an award of Attorneysattorneys’ Fees fees and Expenses incurred on behalf expenses of no more than this amount, covering all legal services provided by Plaintiffs’ counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with the Litigation, the Settlement of the Plaintiffs. All Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out implementation of the Settlement Fund Agreement (the “Fee and Expense Application”). Ford will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Plaintiffs’ counsel may not be awarded, and shall not accept, any amount in such amounts as excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. Pursuant to the Order Regarding Management of Timekeeping, Attorneys’ Fees, and Costs Reimbursement Issues, Class Counsel shall resolve all issues regarding the allocation of fees and expenses among themselves. Should any counsel other than Named Plaintiffs’ Lead Counsel petition the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation an award of attorneys’ fees, costs, or expenses, expert Class Counsel and Ford and their counsel shall cooperate in opposing any such petition. Neither Class Counsel nor Ford shall be required to pay any amounts of money to such counsel. Given their duty to the Class and their commitment to secure approval and implementation of the class settlement, the undersigned Plaintiffs’ counsel acknowledge that, if they seek to recover attorneys’ fees and costs as part of this Settlement, they are ethically prohibited from having any financial interest in a matter, based upon the 6.0L engine in a Class Vehicle, involving a person or administrative entity who opts out of this Settlement to pursue an individual lawsuit against Ford. The undersigned Plaintiffs’ counsel further acknowledge that they will advise all Plaintiffs’ counsel seeking attorneys’ fees or costs. 2of the foregoing ethical prohibition. Xxxxxx Counsel may apply separately to Within ten business days after the Effective Date of Settlement, Ford shall pay the amount awarded by the Court for attorneys’ fees and reimbursement expenses to Named Plaintiffs’ Lead Counsel. Named Plaintiffs’ Lead Counsel must provide Ford with a completed W-9 form for the first payee of expenses (Xxxxxx Counsel Fees)attorneys’ fees and costs. If awardedAny order or proceedings relating to the Fee and Expense Application, all Xxxxxx Counsel Fees and or any interest due thereon shall be payable appeal solely out from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the finality of the Settlement Fund separately from Judgment approving this Agreement and the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestSettlement. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior If at any time hereafter prior to repayment of the Loan in full, Lender employs counsel for advice or other representation (whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted and, if such suit is filed or legal proceedings instituted, through all administrative, trial and appellate levels) with respect to the deadline for objections to Loan, the Settlement pursuant to Section II.CProject or any part thereof, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf this Agreement or any of the Plaintiffs. All Attorneys’ Fees Loan Documents, including, but not limited to any proposed or actual restructuring of the Loan, or to protect, collect, lease, sell, take possession of, or liquidate any of the Project, or to attempt to enforce any security interest or lien on any of the Project, or to enforce any rights of Lender or any of Borrower's obligations hereunder or those of any other person, firm or corporation which may be obligated to Lender by virtue of this Agreement or any other agreement, instrument or document heretofore or hereafter delivered to Lender by or for the benefit of Borrower, or to analyze and Expenses respond to any request for consent or approval made by Borrower, then, in any such event, all of the reasonable attorneys' fees and any expenses arising from such services, and all expenses, costs and charges relating thereto, shall bear interest due any counsel (to from the extent any interest is awarded) date expended at the Default Rate and shall be payable solely out paid by Borrower on demand and if Borrower fails to pay such fees, costs and expenses, payment thereof by Lender shall be deemed to constitute disbursement of the Settlement Fund in such amounts as Loan proceeds hereunder (even if the Court orderstotal amount of disbursements would exceed the face amount of the Note) and shall constitute additional indebtedness of Borrower to Lender, payable on demand and secured by the Deed of Trust and other Loan Documents. No Settling Defendant nor any Released Party has any liability or responsibility for feesNotwithstanding the foregoing, costs, expenses, or interest, including without limitation Lender's reasonable attorneys’ fees, costs, expenses, expert ' fees and costs expenses arising from Lender's analysis and response to any request for consent or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for approval made by Borrower shall not bear interest until ten (10) days after Lender notifies Borrower in writing that such attorneys’ ' fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquitare due, and forever discharge thereafter, any claim that they may have against unpaid portion of such attorneys' fees and expenses shall bear interest at the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the ClassDefault Rate. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior 15.1.1 Any application for Attorneys’ Fees and Expenses shall not exceed Five Million Dollars ($5,000,000) and shall be filed at least thirty-five (35) calendar days prior to the deadline for objections Final Approval Hearing. 15.1.2 Xxxxx Fargo will not object to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to seeking preliminary and final approval from the Court for an award of Attorneys’ Fees and Expenses incurred on behalf in the Action in an amount not to exceed Five Million Dollars ($5,000,000). Class Counsel agree that the amounts of such costs and fees awarded shall compensate them for all legal work in the Action up to and including the date of Final Judgment, including any appeal of the PlaintiffsJudgment, as well as for all legal work and costs that may be incurred in the Action after the date of Final Judgment. All In the event the Court awards Class Counsel less than $5,000,000 in Attorneys’ Fees and Expenses, this Settlement Agreement shall nonetheless remain in full force and effect and the other benefits or payments due or to become due shall not be increased or changed. In no event shall Xxxxx Fargo be obligated to pay Attorneys’ Fees and Expenses in an amount greater than $5,000,000 in connection with the Action. 15.1.3 The procedure for and the grant or denial or disallowance by the Court of the application for Attorneys’ Fees and Expenses is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement, and any interest due any counsel (order or proceedings relating to the extent applications for Attorneys’ Fees and Expenses or any interest is awardedappeal from any order relating thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the Finality of Judgment approving the Agreement and the Settlement, except as provided for in Section 13. 15.1.4 Within twenty-one (21) shall be payable solely out days after the Effective Date or entry of the Settlement Fund in such amounts as an order approving the application for attorneys’ fees (whichever is later), Xxxxx Fargo shall make payment of the Attorneys’ Fees and Expenses awarded by the Court orders(not to exceed $5,000,000) to the Settlement Administrator, to be distributed pursuant to wire instructions in writing from Class Counsel. No Settling Defendant nor In accepting this payment, the Class Representatives and Class Counsel, on behalf of themselves and all Settlement Class Members, acknowledge that the payment and method of payment under this Agreement are in full satisfaction of any Released Party has any liability or responsibility for feesand all claims, costsrights, expensesand demands that Class Counsel, the Class Representatives, the Individual Plaintiffs, or interestthe Settlement Class had, including without limitation have, or may claim to have in the future for attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated other payment in connection with this Action or this Agreement, up to the date of final judgment. Xxxxx Fargo shall have no responsibility for allocation or distribution of the award among Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 415.1.5 A Form 1099 for this payment will be filed. All Attorneys’ Fees Class Counsel shall cooperate with the Settlement Administrator to provide all information necessary to process the payment including completing any requested tax forms (e.g., IRS Form W-9 and Expenses, Xxxxxx Counsel Feesapplicable tax identification numbers). The Settlement Administrator and Xxxxx Fargo shall have no responsibility for, and no liability whatsoever with respect to any interest due tax obligations or any counsel (allocation among the Class Representatives and Class Counsel, and/or any other person who may assert some claim thereto, of any award, payment or credit issued or made in this Action or pursuant to this Agreement, including but not limited to any award or payment pursuant to this Section 15. Class Counsel and the extent any interest is awarded) Class Representatives shall alone be responsible for the Plaintiffs reporting and payment of any federal, state, and/or local income or other form of tax on any payment made pursuant to this Section 15. No Party shall be payable solely out deemed the prevailing party for any other purposes of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 110. Prior Lead Counsel will apply to the deadline Court for a collective award of attorneys’ fees to Plaintiffs’ Counsel which shall be no greater than the amount set forth in the Notice attached hereto as Exhibit B (the “Fee Application”). Lead Counsel also will apply to the Court for reimbursement of litigation expenses paid or incurred by Plaintiffs’ Counsel (the “Expense Reimbursement Application”). As of the execution of this Stipulation, the Parties have not discussed the amount or mechanics of any application by Lead Counsel for an award of attorneys’ fees and expenses. Defendants agree that Plaintiffs’ Counsel have established a right to an award of attorneys’ fees and expenses based on benefits provided to the Class Members. Notwithstanding the foregoing or the provisions regarding the Released Defendants’ Claims, Defendants reserve all rights and all grounds to object to, to oppose, to consent to, or to take no position on the amount of fees and expenses sought by Lead Counsel in the Fee Application and the Expense Reimbursement Application. 11. Plaintiffs’ Counsel will make no other application for an award of attorneys’ fees or expenses other than the Fee Application or the Expense Reimbursement Application. 12. None of Lead Plaintiffs, nor Plaintiffs’ Counsel, shall make, or assist any other counsel in making, any application for an award of fees or expenses in any other jurisdiction. The Parties acknowledge and agree that any fees and expenses awarded by the Court to Plaintiffs’ Counsel shall be paid by J.Crew (or its insurers) on behalf of J.Crew and the Individual Defendants, and by TPG and Xxxxxxx Xxxxx (or their insurers) on behalf of the Buyout Group, pursuant to wire information and instructions provided by Lead Counsel no later than ten (10) business days after the date of entry by the Court of an order awarding such attorneys’ fees or expenses (the “Fee and Expense Award”), notwithstanding the existence of any timely filed objections to the Fee and Expense Award, or potential for appeal therefrom, or collateral attack on the Settlement pursuant or any part thereof; provided, however, that in the event that the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, whether on appeal, further proceedings on remand, successful collateral attack or otherwise, then Plaintiffs’ Counsel shall, within ten (10) business days after Lead Counsel receives notice of any such disapproval, reduction, reversal or other modification, return to Section II.CJ.Crew (or its insurers) the difference between the attorneys’ fees and expenses awarded by the Court in the Fee and Expense Award on the one hand, Co-and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand or otherwise on the other hand. 13. The disposition of the Fee Application and the Expense Reimbursement Application are not material terms of this Stipulation, and it is not a condition of this Stipulation that such applications be granted. The Fee Application and the Expense Reimbursement Application may be considered separately from the proposed Stipulation. Any disapproval or modification of the Fee Application and/or the Expense Reimbursement Application by the Court or on appeal shall not affect or delay the enforceability of this Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect or delay the binding effect or finality of the Judgment and the release of the Released Plaintiffs’ Claims. Final resolution of the Fee Application and/or the Expense Reimbursement Application shall not be a condition to the dismissal, with prejudice, of the Action or effectiveness of the releases of the Released Plaintiffs’ Claims. The payment of any Fee and Expense Award shall be made without waiver of J.Crew’s and/or the Individual Defendants’ rights to pursue claims against its insurance carriers for such sum and without waiver of TPG and Xxxxxxx Xxxxx’x rights to pursue claims against their respective insurance carriers for such sum. 14. Any failure of the Court to approve the Settlement shall have no impact on or preclude Lead Class Counsel may apply from applying to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement expenses on grounds of expenses (Xxxxxx Counsel Fees)mootness. If awardedDefendants reserve the right to oppose any such application, all Xxxxxx Counsel Fees and including on the grounds that Defendants would not have provided any interest due thereon shall be payable solely out of the Settlement Fund separately consideration contemplated by the MOU absent an agreement from the Attorneys’ Fees and Expenses Lead Plaintiffs to Class Counsel. No Settling Defendantprovide, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually on their own behalf and on behalf of the Class Settlement Class, a full and each individual appropriate release of all claims that were asserted or that could have been asserted in the Action. 15. Lead Counsel warrant that no portion of any award of attorneys’ fees or expenses shall be paid to any Lead Plaintiff or any Class Member, hereby irrevocably except as approved by the Court. Lead Counsel shall allocate the Fee and unconditionally releaseExpense Award amongst Plaintiffs’ Counsel in a manner which they, acquitin good faith, believe reflects the contributions of such counsel to the prosecution and settlement of the Action. Defendants and the Released Defendant Parties shall have no input into or responsibility for the allocation by Lead Counsel of the Fee and Expense Award or for the payment of any fees or expenses of Lead Counsel other than the Fee and Expense Award, and forever discharge in no event shall any claim that they may have against the Settling Defendants Fee and Expense Award be paid from or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of otherwise dilute the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAmount. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-9.1 Lead Class Counsel may collectively apply to the Court for an award of Attorneysattorneys’ Fees fees and Expenses incurred on behalf actual expenses, and approval of awards to the Plaintiffs (the “Fee Application”), to be paid solely by Defendant and/or its insurer(s). To the extent that Lead Counsel incur expenses (but not fees) subsequent to the filing of the PlaintiffsFee Application, Lead Counsel may apply for reimbursement of those expenses (but not fees). 9.2 This Agreement is not conditioned on Defendant’s agreement to support the Fee Application or any aspect thereof. All Attorneys’ Fees and Expenses and any interest due any counsel (However, Defendant agrees not oppose the Fee Application to the extent Lead Counsel request no more than $850,000 in combined fees and expenses and awards of no more than $7,500 individually to Xxxxx Xxxxxxxxx, $7,500 individually to Xxxxxxx Xxxxxxxxx, and $7,500 jointly to Xxxxx and Xxxxxx Xxxxxxxxxx. Plaintiffs Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx represent that they have no known family relation and insure different homes with different insurance policies. 9.3 Upon Court approval of any interest is awardedawards of attorneys’ fees and expenses to counsel and any awards of incentive awards to Plaintiffs, Defendant and/or its insurer(s) shall be payable solely out pay such awards (the “Fee and Expense Awards”) to Lead Counsel within three (3) business days after the entry of the later of (a) the Court’s order granting the Fee and Expense Awards, and (b) the Judgment. 9.4 If the Effective Date does not occur or if this Settlement Agreement is terminated, then any Fee and Expense Awards are no longer payable. In the event that Defendant pays any portion of the Fee and Expense Awards to Counsel, and the Effective Date does not occur or this Agreement is terminated, each Lead Counsel, respectively, shall have the obligation to, and shall within ten (10) business days from the event which precludes the Effective Date from occurring or the termination of the Agreement, refund to the Fee and Expense Awards, paid to each Lead Counsel, respectively. Lead Counsel, as a condition of receiving such Fee and Expense Awards, agrees that they are subject to the jurisdiction of the Court for purposes of enforcing the provisions of this Paragraph 9.4 and Paragraph 9.5 below. 9.5 If any Fee and Expense Award is reduced or reversed on appeal, Lead Counsel receiving such Fee and Expense Award shall have the obligation to, and shall within ten (10) business days from the date of a Final order by the Court of Appeals or the Supreme Court directing such reduction or reversal, make such refunds as are required by such Final order. 9.6 The procedure for and the allowance or disallowance by the Court of any application by Lead Counsel for the Fee and Expense Awards is not a necessary term of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor or this Agreement and it is not a condition of this Agreement that any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court particular application for attorneys’ fees and reimbursement of or expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestapproved. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement A. Petitioner’s Counsel shall seek Court approval pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awardedTexas Business Corporations Act Article 5.14J(1)(a) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and expenses in an amount not to exceed seven million seven hundred fifty thousand dollars ($7,750,000). B. Consistent with the substantial benefits conferred upon Halliburton and its shareholders, Halliburton, through its Board, has agreed that it will pay or cause to be paid seven million seven hundred fifty thousand dollars ($7,750,000) for Petitioner’s Counsel’s attorneys’ fees and expenses or such lesser amount as approved by the Court; provided that Halliburton shall seek reimbursement of expenses (Xxxxxx Counsel Feesfor such payment from relevant insurance carrier(s). If awarded, all Xxxxxx Counsel Fees and any interest due thereon . X. Xxxxxxxxxxx shall pay or cause to be payable solely out of the Settlement Fund separately from paid the Attorneys’ Fees and Expenses Award (not to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon exceed the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of amount described in Section IV.A) by the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (Award Payment Date subject to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any following conditions: 1. The Attorneys’ Fees and Expenses or Xxxxxx Counsel Award shall be paid to Xxxxxxx Xxxxx LLP, as receiving agents for Petitioner’s Counsel, pursuant to instructions provided by that firm, which instructions shall be provided to Halliburton within one (1) Business Day following the Approval Date. 2. The Attorneys’ Fees and only on or after Expenses Award shall be the Effective Datesole aggregate compensation for Petitioner’s Counsel and any other counsel representing Petitioner in connection with the Action. 3. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel Xxxxxxx Xxxxx LLP shall have sole responsibility for the Plaintiffs allocation of the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on Award to Petitioner’s Counsel, any other counsel representing Petitioner or oppose Class Counsel’s request for any other counsel asserting a right to receive a portion of the Attorneys’ Fees so long as and Expenses Award; provided that neither Halliburton nor the request for fees is no greater than $81,125,000 (approximately 19.54%) Individual Defendants shall have any responsibility whatsoever with respect to the allocation of the $415 million Settlement FundAttorneys’ Fees and Expenses Award to Petitioner’s Counsel, any other counsel representing Petitioner or any other counsel asserting a right to receive a portion of the Attorneys’ Fees and Expenses Award. 64. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) If, after payment of the $415 million Settlement Fund. Settling Defendants Attorneys’ Fees and Class Counsel retain Expenses Award pursuant to Section IV.C, (i) the right to comment on or oppose any application for Xxxxxx Counsel Fees.Attorneys’ Fees and Expenses Award is vacated or

Attorneys’ Fees and Expenses. 1. Prior 15.1.1 Any application for Attorneys’ Fees and Expenses shall be filed within thirty (30) calendar days of entry of the Preliminary Approval Order. 15.1.2 Discover will not object to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for seeking an award of Attorneys’ Fees and Expenses incurred on behalf as allowed by this Agreement; however, Discover may challenge the amount of the Plaintiffs. All Attorneys’ Fees and Expenses sought. Class Counsel agree that the amounts of Attorneys’ Fees and Expenses awarded shall compensate them for all legal work and costs in the Action up to and including the date of Final Judgment, including any appeal of the Judgment, as well as for all legal work and costs that may be incurred in the Action after the date of Final Judgment. The Settlement shall not be contingent on the Court awarding or failing to award Attorneys’ Fees and Expenses in any amount. 15.1.3 The procedure for and the grant or denial or disallowance by the Court of the application for Attorneys’ Fees and Expenses is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of the Settlement, and any interest due any counsel (order or proceedings relating to the extent applications for Attorneys’ Fees and Expenses or any interest appeal from any order relating thereto or reversal or modification thereof will not operate to terminate or cancel this Agreement. 15.1.4 Within fourteen (14) days after the Effective Date or entry of an order approving the application for Attorneys’ Fees and Expenses (whichever is awarded) later), Discover shall be payable solely out make payment of the Settlement Fund in such amounts as Attorneys’ Fees and Expenses awarded by the Court ordersto the Settlement Administrator, to be distributed pursuant to wire instructions in writing from Class Counsel. No Settling Defendant nor In accepting this payment, the Class Representatives and Class Counsel, on behalf of themselves and all Settlement Class Members, acknowledge that the payment and method of payment under this Agreement are in full satisfaction of any Released Party has any liability and all claims, rights and demands that Class Counsel, the Class Representatives or responsibility the Settlement Class had, have or may claim to have in the future for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated other payment in connection with this Action or this Agreement, up to the date of Final Judgment. Discover shall have no responsibility for allocation or distribution of the award among Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 415.1.5 A Form 1099 for this payment will be filed. All Attorneys’ Fees Class Counsel shall cooperate with the Settlement Administrator to provide all information necessary to process the payment including completing any requested tax forms (e.g., IRS Form W-9 and Expenses, Xxxxxx Counsel Feesapplicable tax identification numbers). The Settlement Administrator and Discover shall have no responsibility for, and no liability whatsoever with respect to, any interest due tax obligations or any counsel (allocation among the Class Representatives and Class Counsel, and/or any other person who may assert some claim thereto, of any award, payment or credit issued or made in this Action or pursuant to this Agreement, including but not limited to any award or payment pursuant to this Section 15. Class Counsel and the extent any interest is awarded) Class Representatives shall alone be responsible for the Plaintiffs reporting and payment of any federal, state and/or local income or other form of tax on any payment made pursuant to this Section 15. No Party shall be payable solely out deemed the prevailing party for any other purposes of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to will petition the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (relating to the extent any interest is awarded) shall Litigation, including but not limited to, services rendered and to be payable solely out of rendered in connection with the Settlement Fund in such amounts as the Court ordersAgreement or its implementation. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement The amount of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to be awarded to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of determined by the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class MembersCourt, but only on Waste Pro shall not oppose, directly or after entry indirectly, or appeal any award of an order by the Court approving any attorney fees up to (but not to exceed) $4,425,000.00 and reasonable Expenses up to (but not to exceed) $300,000.00 (for a total of $4,725,000.00). Approved Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after will be distributed at the Effective Date. The undersigned Co-discretion of Lead Class Counsel may withdraw from the Account upon Final Approval and allocate amongst counsel for the Plaintiffs the Waste Pro shall bear no liability or responsibility with respect to this allocation. Approved Attorneys’ Fees and Expenses so awarded. 5shall be paid by Waste Pro to Lead Class Counsel within seven (7) days after the Final Approval Order becomes final and non-appealable. Settling Defendants will not comment on or oppose Once Lead Class Counsel’s request for Counsel receives the approved Attorneys’ Fees so long as and Expenses from Waste Pro, Lead Class Counsel may immediately distribute the request fees and Expenses at its discretion. The Attorneys’ Fee and Expense award shall constitute full satisfaction of any obligation on the part of Waste Pro to pay any person, attorney, or law firm for fees is costs, litigation Expenses, Attorneys’ Fees, or any other expense incurred on behalf of Plaintiff or the Class in connection with the Action. After the fees, costs, and expenses have been paid, Waste Pro shall have no greater than $81,125,000 (approximately 19.54%) responsibility for any allocation, and no liability whatsoever to any person or entity claiming any share of the $415 million funds to be distributed for payment of Attorneys’ Fees, costs, or Expenses. The Parties agree that the Court’s failure to approve, in whole or in part, any award of Attorneys’ Fees shall not prevent the Settlement FundAgreement from becoming effective, nor shall it be grounds for termination. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 13 31. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may will apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, as well as 4 reimbursement of expenses, expert in amounts to be determined by Lead Counsel as described in the 5 Notice attached as Exhibit B1 hereto or via the information accessible via the Notice attached as 6 Exhibit B2 hereto and via the Publication Notice attached as Exhibit C hereto. 7 32. Upon Court approval of an award of attorneys’ fees and costs or administrative fees or costsexpenses, such award (the 8 “Fee and Expense Award”) shall be paid to Lead Counsel, for distribution by Lead Counsel in its 9 discretion among itself and other plaintiffs’ counsel that were involved in the Action, solely from 10 the Settlement Fund. Such award shall be paid ten (10) calendar days after entry of (a) the 11 Court’s order granting the Fee and Expense Award and (b) the Judgment. 212 33. Xxxxxx If the Effective Date does not occur or if this Stipulation is terminated, then any 13 Fee and Expense Award is no longer payable. In the event that any portion of the Fee and 14 Expense Award has already been paid from the Settlement Fund, Lead Counsel may apply separately and all other 15 plaintiffs’ counsel to whom Lead Counsel has distributed payments shall within ten (10) business 16 days from the event which precludes the Effective Date from occurring or the termination of the 17 Stipulation, refund to the Settlement Fund the Fee and Expense Award paid to Lead Counsel and, 18 if applicable, distributed to other plaintiffs’ counsel. 19 34. If the Fee and Expense Award is reduced or reversed on appeal, Lead Counsel and 20 all other plaintiffs’ counsel to whom Lead Counsel has distributed payments shall within ten (10) 21 business days from the date of a Final order by the Court of Appeals or the Supreme Court 22 directing such reduction or reversal, make such refunds as are required by such Final order, and 23 such funds shall be distributed by the Escrow Agent to the Settlement Class in the manner 24 directed in the Final order. 25 35. The procedure for and the allowance or disallowance by the Court of any 26 application by Lead Counsel for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall to be payable solely paid out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest 27 Consideration is awarded) for the Plaintiffs shall be payable solely out not a necessary term of the Settlement Fund or this Stipulation and may it is not a condition 28 of this Stipulation that any particular application for attorneys’ fees or expenses be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedapproved. 5. Settling Defendants will not comment on or oppose Class Counsel’s request 1 Moreover, the provisions in ¶¶31-35 herein, and in particular the figures for Attorneysattorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fundand 2 expenses in ¶31, were agreed to after all other substantive provisions were finalized. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior Borrower shall appear in and defend any action or proceeding purporting to affect the deadline for objections security interests granted to Lenders under any of the Settlement pursuant Loan Documents, including, without limitation, the Security Documents, the security interests granted to Section II.CBorrower under any of the Pledged Asset Documents, Co-Lead Class Counsel may apply to the Court for an award rights and powers of Attorneys’ Fees and Expenses incurred Administrative Agent, on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and Lenders, under any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund Loan Documents and/or the rights and powers of Borrower under any of the Pledged Asset Documents, and Borrower (in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately addition to the Court for reasonable attorneys’ fees and reimbursement expenses to be paid by Borrower otherwise pursuant to this Agreement or the other Loan Documents) shall pay all of Administrative Agent’s and up to one Lender’s reasonable attorneys’ fees and expenses in connection with the enforcement of this Agreement and the other Loan Documents, the collection of all amounts payable hereunder and thereunder, the enforcement of the Pledged Asset Documents and the collection of all amounts thereunder. In case of any Default under this Agreement or any of the other Loan Documents, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of any of the Security Documents, the other Loan Documents or any Pledged Asset Documents, or which materially and adversely affects Borrower’s or the Lenders’ interests in the Underlying Collateral or any part thereof, including, but not limited to, proceedings of any nature affecting the Underlying Collateral or involving the bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief with respect to Borrower, any Guarantor, any Underlying Borrower or any Affiliate of any thereof or relating to a decedent, then Administrative Agent may, but without obligation to do so, and without releasing Borrower or any Guarantor from any obligation hereunder or under the other Loan Documents, make such appearances, disburse such reasonable sums and take such action as Administrative Agent deems necessary or appropriate to protect the Lenders’ interest in the Collateral and/or Borrower’s interest in the Underlying Collateral. All reasonable costs incurred by Administrative Agent and up to one Lender, including reasonable attorneys’ fees and disbursements, in taking any action described above shall be paid by Borrower within thirty (Xxxxxx Counsel Fees30) days of demand therefor, and in the event the same are not paid within such thirty (30) day period there shall also be payable interest thereon at the Default Rate from the date paid by Administrative Agent through the date of repayment by Borrower. All such costs incurred by Administrative Agent and/or such Lender shall be deemed to constitute protective advances evidenced by the Note and secured by the Loan Documents. In addition to, and without limiting the generality of, the foregoing, if, at any time hereafter, Administrative Agent employs counsel to protect, collect, lease, sell, take possession of, foreclose upon or liquidate all or any part of the Collateral or the Underlying Collateral, or to attempt to enforce any security interest or Lien in all or on any part of the Collateral or the Underlying Collateral, or to enforce any rights of Borrower or any of any Underlying Borrower’s rights under any of the Pledged Asset Documents, or to enforce any rights of Administrative Agent or Lenders or any of Borrower’s obligations hereunder or under any of the other Loan Documents, or any obligations of any other Person which may be obligated to Lenders or Administrative Agent by virtue of this Agreement or any other agreement, instrument or document heretofore or hereafter delivered to Administrative Agent by or for the benefit of Borrower, or to enforce any obligations of any other Person which may be obligated to Borrower by virtue of any agreement, instrument or document heretofore or hereafter delivered to Borrower (which said obligations have been assigned by Borrower to Administrative Agent or Lenders). If awarded, then, in any such event, all Xxxxxx Counsel Fees of the attorneys’ fees and any interest due thereon expenses arising from such services, and all expenses, costs and charges relating thereto, shall be paid by Borrower within thirty (30) days of demand therefor, and in the event the same are not paid within such thirty (30) day period, there shall also be payable solely out of interest thereon at the Settlement Fund separately Default Rate from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon date paid by Administrative Agent through the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf date of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4repayment by Borrower. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs such costs incurred by Administrative Agent shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior deemed to the distribution to Class Members, but only on or after entry of an order constitute protective advances evidenced by the Court approving any Attorneys’ Fees Note and Expenses or Xxxxxx Counsel Fees and only on or after secured by the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedother Loan Documents. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior The Parties agree that Defendant shall have no obligation to pay attorneys’ fees or costs incurred by Named Plaintiffs, the deadline for objections to Classes, and/or Class Counsel beyond the Settlement pursuant to Section II.C, Co-Lead Amount. Class Counsel may apply agrees to the Court for seek, and Defendant agrees not to contest, an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses costs to Class Counsel by the Court, the attorneys’ fees equaling thirty-three percent (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out 33%) of the $1,400,000.00 Settlement Fund separately from Amount and the Attorneyscosts equaling $23,217.87, less $32,209.37 that will be used to pay the Xxxxxxx & Xxxxx Xxxx, for all attorneys’ Fees fees that have been expended and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility that will be expended and for any Xxxxxx Counsel Fees or interest. 3. Upon all costs that have been incurred and that will be incurred in seeing this matter through the Final Judgment and Effective Date, including but not limited to: (i) obtaining Preliminary Approval from the Court; (ii) responding to inquiries from Class CounselMembers regarding the Settlement; (iii) assisting Class Members; (iv) assisting in resolving objections; (v) defending the Agreement and securing the Final Order, Xxxxxx including the conduct of any appellate action. Payment of attorneys’ fees and costs pursuant to this Section shall be paid from the Settlement Amount. Named Plaintiffs and Class Counsel understand and agree that attorneys’ fee and cost payments made under this Agreement will be the full, final, and complete payment of all attorneys’ fees and costs arising from or relating to the representation of Named Plaintiffs, individually Class Members, Claimants, or any other attorneys’ fees and on behalf costs associated with the investigation, discovery, and/or prosecution of the Lawsuit. As an inducement to Defendant to enter into this Agreement, and as a material condition thereof, Named Plaintiffs and Class and each individual Class Member, Counsel hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that all claims they may have against the Settling Defendants or any Released Party Defendant for Attorneysattorneys’ Fees and Expenses, Xxxxxx Counsel Fees fees or costs associated with arising from or relating to the individuals and matters identified in the Lawsuit and this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Agreement. As a further inducement to Defendant to enter into this Agreement, and as a material condition thereof, Named Plaintiffs and/or and Class Counsel further understand and agree that the Class. 4. All Attorneysattorneys’ Fees fee and Expensescost payments made pursuant to this Agreement will be the full, Xxxxxx Counsel Feesfinal, and any interest due any counsel (complete payment of all attorneys’ fees and costs that are released, acquitted, or discharged under this Agreement. Additionally, Class Counsel must provide Defendant with a valid release of Defendant from the Xxxxxxx & Xxxxx Xxxx. As further inducement to the extent any interest is awarded) Defendant to enter into this Agreement, and as a material condition thereof, Named Plaintiffs and Class Counsel warrant and represent that they will not, nor will their employees, agents, or representatives of their firms, file claims for the Plaintiffs shall be payable solely attorneys’ fees or costs, including, but not limited to, bills of costs or requests for attorneys’ fees, for fees and/or costs arising out of the Settlement Fund Lawsuit, and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Named Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application hereby irrevocably and unconditionally release, acquit, and forever discharge Defendant of liability for Xxxxxx Counsel Feessuch fees and/or costs.

Attorneys’ Fees and Expenses. 113. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees shall file and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from serve the Attorneys’ Fees and Expenses Application contemporaneously with their request to Class Counsel. No Settling Defendantapprove this Settlement Agreement, no Class Counseland the Settlement embodied herein, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon as fair, reasonable and adequate and in the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf best interest of the Class and each individual Class Memberif approved, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against to enter the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4Judgment. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any The Attorneys’ Fees and Expenses or Xxxxxx Counsel Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 14. The Attorneys’ Fees and only on or after Expenses Award shall be paid out of the Effective DateSettlement Fund. The undersigned Co-Lead Class Counsel may withdraw from procedure for and the Account and allocate amongst counsel for the Plaintiffs allowance or disallowance of the Attorneys’ Fees and Expenses so awardedApplication, or the amounts requested by Plaintiffs, are not the subject of any agreement between the Parties other than what is set forth in the Settlement, and shall have no effect on the terms of the Stipulation or on the validity or enforceability of this Settlement. 515. Settling Defendants will not comment on or oppose Class Counsel’s request for The Attorneys’ Fees so long as and Expenses Award shall be paid to Lead Counsel from the request for fees is no greater than $81,125,000 Escrow Account, within five (approximately 19.54%5) business days after entry of the $415 million Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement Funditself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(o) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 616. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) Other than Pfizer’s payment of the $415 million Settlement FundAmount, Pfizer and Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Settling Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Award. Pfizer and Defendants shall not oppose the Attorneys’ Fees and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel FeesExpenses Application.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may Plaintiff’s counsel will apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (Award to the extent any interest is awarded) shall be payable solely paid out of the Cash Settlement Fund in such amounts as Account. Immediately after the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from enters an order approving the Attorneys’ Fees and Expenses Award, Lead Plaintiff’s counsel may withdraw the Court-awarded attorneys’ fees and expenses from the Cash Settlement Account, provided that they provide to Class Counsel. No Settling DefendantPwC, no Class Counselin a form acceptable to PwC, nor an undertaking (as that term is used in Del. Gen. Corp. Law § 145(e)) jointly and severally from Labaton Sucharow LLP and Xxxx Xxxxxx & Parks LLP securing the repayment of any Released Party has any liability or responsibility attorneys’ fees and expenses plus interest at the same rate as earned by the Cash Settlement Account for any Xxxxxx Counsel Fees or interest. 3. Upon such periods, in the event the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf Date does not occur or the amount of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5Award is reduced on appeal. Settling Defendants PwC’s consent to the form of the undertaking will not comment on or oppose Class Counsel’s request for be unreasonably withheld. After the Attorneys’ Fees so long and Expenses Award is final, the requirement for any undertaking shall expire. The apportionment and distribution among Lead Plaintiff’s counsel of the Attorneys’ Fees and Expenses Award shall be within the sole discretion of Lead Plaintiff’s counsel, subject to the continuing jurisdiction of this Court over any fee disputes. 2. If this Agreement is terminated and the Attorneys’ Fees and Expenses Award (or any portion thereof) has been paid, then Lead Plaintiff’s counsel shall, within fifteen (15) business days following receipt of notice of such termination, return to the Cash Settlement Account the amount they received, plus interest on such amount at the same rate as is earned by the request Cash Settlement Account from the date of such counsel’s receipt to the date of repayment to the Cash Settlement Account. 3. If the Attorneys’ Fees and Expenses Award is reduced and the Attorneys’ Fees and Expenses Award (or any portion thereof) has been paid, then Lead Plaintiff’s counsel shall within fifteen (15) business days following receipt of notice of such reduction, return to the Cash Settlement Account the difference between the Attorneys’ Fees and Expenses Award and the reduced amount, plus interest on such difference at the same rate as is earned by the Cash Settlement Account from the date of such counsel’s receipt to the date of repayment to the Cash Settlement Account. 4. Any Lead Plaintiff’s counsel’s attorneys’ fees or expenses relating to the Action shall be payable solely from the Cash Settlement Account. The Released Persons shall have no other or further obligation to pay any Class Member or Lead Plaintiff’s counsel for fees is no greater than $81,125,000 (approximately 19.54%) of or expenses in connection with the $415 million Settlement FundAction or this Agreement, except as expressly provided for in this Agreement. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to Plaintiff’s Counsel will submit an application or applications (the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply “Fee and Expense Application”) to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) award, which shall be payable solely out from the Settlement Fund, of: (i) attorneys’ fees not to exceed 33½% of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, Fund; (ii) reimbursement of litigation expenses, or plus interest, including without limitation attorneys’ fees, costs, expenses, expert fees incurred in connection with the prosecution of the Action; and costs or administrative fees or costs. 2(iii) an appropriate incentive award to Plaintiff in conjunction with its representation of the Class. Xxxxxx Counsel may apply separately to Defendants will take no position regarding the Court for Fee and Expense Application. Any attorneys’ fees and reimbursement of expenses (Xxxxxx judicially awarded to Plaintiff’s Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted paid from the Settlement Fund prior to the distribution to Class Members, but only on or Plaintiff’s Counsel promptly after entry of a court order providing for an order award of 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 Plaintiff’s Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund or (if the Settlement is vacated or modified) to MetLife, plus interest earned thereon at the same net rate as earned by the Court Settlement Fund, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or expense award is reduced or disapproved or the Final Judgment or Alternative Judgment approving any Attorneys’ Fees and Expenses the settlement is vacated or Xxxxxx materially modified. In such event, Plaintiff’s Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw shall, within fifteen (15) business days from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) event which requires repayment of the $415 million fee or expense award, refund to the Settlement FundFund the fee and expense award paid to them, along with interest, as described above. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 114. Prior to Plaintiff’s Counsel will apply (the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court “205 Fee Application”) for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees)the “205 Fee Award”) of no of more than $250,000.00 for any benefit the Court finds was conferred by the Action concerning 8 Del. C. §§ 204 and 205. Defendants may oppose the 205 Fee Application but agree to pay and/or cause to be paid by their D&O carriers any amount awarded by the Court in cash to Plaintiff’s Counsel, in addition to the Settlement Amount, five business days after the Effective Date. 15. If awardedthe Settlement is vacated, all Xxxxxx or any 205 Fee Award is vacated or reduced on appeal, Plaintiffs’ Counsel Fees will refund the Settlement Amount (subject to Paragraph 2(a)) or the 205 Fee Award (or any overpayment of the 205 Fee Award), as appropriate, to Galena within five business days of such judgment. 16. Plaintiff’s Counsel may also petition the Court (the “Class Fee Application” and, together with the 205 Fee Application, the “Fee Applications”) for an award of attorneys’ fees and any interest due thereon shall be payable solely out expenses (the “Class Fee Award”) to Plaintiff’s Counsel for the benefit to the Class of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Fund, which Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs Fee Award shall be payable paid solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or no earlier than 15 days after entry of an order by the Court approving of the Judgment and approval of the Class Fee Award, notwithstanding any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Dateappeals 17. The undersigned Co-Lead Class Counsel disposition of the Fee Applications is not a material term of this Stipulation, and it is not a condition of this Stipulation that such applications be granted. The Fee Applications may withdraw be considered separately from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5proposed Settlement. Settling Defendants will not comment on Any disapproval or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) modification of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount Fee Applications by the Court or on appeal shall not to exceed $4,525,000 (approximately 1.09%) affect or delay the enforceability of this Stipulation, provide any of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain Parties with the right to comment on terminate the Settlement, or oppose affect or delay the binding effect or finality of the Judgment and the release of the Released Plaintiff’s Claims. Final resolution of the Fee Applications shall not be a condition to the dismissal, with prejudice, of the Action or effectiveness of the releases of the Released Plaintiff’s Claims. The payment of any application Fee and Expense Awards shall be made without waiver of the right of any Defendant to pursue claims against insurance carriers for Xxxxxx such sum. 18. Plaintiff’s Counsel Feeswarrant that no portion of the Fee and Expense Awards shall be paid to Plaintiff or any Class Member, except as approved by the Court. The Defendants and the Released Defendant Persons shall have no input into or responsibility or liability for the allocation by Plaintiff’s Counsel of any Fee and Expense Awards.

Attorneys’ Fees and Expenses. 1. Prior to The amount of attorneys’ fees and expenses shall be determined by the deadline for objections to Court. In the Settlement pursuant to Section II.CFee Application, Co-Lead Plaintiffs and Class Counsel may apply agree to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability seek or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court accept no more than $4,000,000 from Ruby for attorneys’ fees and reimbursement expenses combined, notwithstanding any greater award by the Court. Xxxx agrees not to oppose an application for an award of attorneys’ fees and expenses (Xxxxxx combined up to that amount. Plaintiffs and Class Counsel Fees)further agree that an award by the Court of the combined total of less than $4,000,000 will have no effect on the settlement or this Agreement. If awardedThe Court’s or an appellate court’s failure to approve, all Xxxxxx in whole or in part, any award of attorneys’ fees and expenses to Class Counsel Fees and any interest due thereon shall not affect the validity or finality of the Settlement, nor shall such non-approval be payable solely out grounds for rescission of the Settlement Fund separately from Agreement, as such matters are not the Attorneyssubject of any agreement among the Parties other than as set forth above. In the event the Court declines to approve, in whole or in part, the payment of attorney fees, litigation costs and expenses to Class Counsel in the amount sought by Class Counsel, the remaining provisions of this Agreement shall remain in full force and effect. 2. Xxxx shall pay the amount awarded to Class Counsel by the Court up to $4,000,000.00 into an interest-bearing escrow account titled for the benefit of each of the law firm’s awarded fees and expenses by the Court within 14 days of the entry of the Court’s Judgment and Order of Dismissal of the Action provided for in Section 12, or any separate Order awarding reasonable attorneys’ Fees fees and Expenses expenses to Class Counsel, whichever comes later. No Settling DefendantIt is specifically agreed that when paid into escrow, no title in these funds shall pass to Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestand Xxxx’s interest in the funds will be purely contingent on the Effective Date failing to come to pass. 3. Upon The awarded fees and expenses in escrow, together with any accrued interest, shall be released to Class Counsel five (5) calendar days of the Effective DateDate of this Settlement, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and or the following business day should that day fall on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants a weekend or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Classholiday. 4. All Attorneys’ Fees Ruby will pay (upon request, by wire transfer) the fees and Expenses, Xxxxxx Counsel Fees, expenses provided for in Sections 6.1 and any interest due any counsel (6.2 to the extent any interest is awarded) for the Plaintiffs escrow account of Xxxxx Xxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, P.C., which shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead responsible for distributing it amongst Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedas agreed upon by Class Counsel. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not permission from the Court to exceed compensate the Class Representatives and Maiden participation fees of $4,525,000 1,000.00 each (approximately 1.09%$3,000.00 total) to partially compensate them for the services they have undertaken for the benefit of the $415 million Settlement FundClass during these lawsuits. Settling Defendants and Class Counsel retain Any such amounts awarded by the right to comment on or oppose any application Court shall be paid exclusively out of counsel fees awarded by the Court, for Xxxxxx Counsel Feeswhich Xxxx shall have no liability.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, 8.1 Co-Lead Class Counsel may apply intend to petition the Court for an award a Fee and Expense Award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (up to the extent any interest is awarded) shall be payable solely out 1/3 of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility inclusive of an incentive award of up to $5,000 for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately Plaintiffs plus expenses related to the Court Action, which application will be wholly inclusive of any request for or entitlement to attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of any Class Member or his, her, or its counsel in connection with the Class and each individual Class MemberAction, hereby irrevocably and unconditionally release, acquitany Released Claims, and forever discharge the Settlement. The Settling Parties acknowledge and agree that any claim that they may have against Fee and Expense Award in connection with the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs Settlement shall be payable solely out of paid from the Settlement Fund and may shall reduce the Settlement consideration paid to the Class accordingly. Co-Lead Counsel’s application for a Fee and Expense Award is not the subject of any agreement among the Settling Parties other than what is set forth in this Stipulation. To be deducted clear, any incentive award shall be paid from the Fee and Expense Award. 8.2 The Fee and Expense Award shall be paid from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from immediately upon award by the Account Court, notwithstanding the existence of any timely filed objections to the Fee and allocate amongst counsel Expense Award or any appeal or potential for appeal therefrom, or collateral attack on the Plaintiffs Fee and Expense Award, the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on Settlement, or oppose Class any part thereof, subject to Co-Lead Counsel’s request for Attorneys’ Fees so long as obligation to make refunds or repayments to the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of , plus accrued interest at the $415 million same net rate as is earned by the Settlement Fund, if the Settlement is terminated pursuant to the terms of this Stipulation or if, as a result of any appeal or further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed and such order reducing or reversing the award has become Final. Settling Defendants and Class Co-Lead Counsel retain shall make the right to comment on appropriate refund or oppose any application for Xxxxxx Counsel Fees.repayment in full no later than thirty

Attorneys’ Fees and Expenses. 1. Prior (a) The prevailing party in the trial or appeal of any civil action, Insolvency Proceeding, or arbitration proceeding to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf construe or enforce this Agreement or any of the Plaintiffs. All Attorneysother Loan Documents, to repossess Collateral, to foreclose liens and Liens, and/or to defend any claims, offsets, defenses, counterclaims, and third-party claims that are asserted under contract, tort, or other common law theories will be entitled to recover attorneys’ Fees fees in addition to costs and Expenses disbursements and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, and disbursements will bear interest at the Default Rate. (b) Xxxxxxxx agrees to pay on demand all of Bondowner Representative’s, Issuer’s and Bond Trustee’s costs and expenses, or interestincluding Bondowner Representative’s, including without limitation attorneys’ fees, costs, expenses, expert fees Issuer’s and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for Bond Trustee’s attorneys’ fees and reimbursement legal expenses, incurred in connection with the Loan and the enforcement of this Agreement and the other Loan Documents. Bondowner Representative may hire or pay someone else to help enforce this Agreement. Bondowner Representative may also use attorneys who are salaried employees of Bondowner Representative to enforce this Agreement. Borrower shall pay all costs and expenses (Xxxxxx Counsel Fees)of all such enforcement. If awardedIn the event suit, action or other legal proceeding is brought to interpret or enforce this Agreement, Xxxxxxxx agrees to pay all additional sums as the referee or court may adjudge reasonable as Bondowner Representative’s, Issuer’s and Xxxx Trustee’s costs, disbursements, and attorneys’ fees at hearing, trial, and on any and all appeals. As used in this paragraph, “Agreement” means this Agreement and all other Loan Documents. Whether or not a court action is filed, all Xxxxxx Counsel Fees reasonable attorneys’ fees and any expenses Bondowner Representative, Issuer and Bond Trustee incurs in protecting their interests and/or enforcing this Agreement shall become part of the indebtedness evidenced or secured by this Agreement, shall bear interest due thereon at the highest applicable rate under the Notes or credit agreement, and shall be payable solely out paid to Bondowner Representative, Issuer and/or Bond Trustee, as applicable, by Borrower on demand. The attorneys’fees and expenses covered by this paragraph include without limitation all of Bondowner Representative’s, Issuer’s and Bond Trustee’s attorneys’fees (including the Settlement Fund separately fees charged by Bondowner Representative’s in- house attorneys, calculated at hourly rates charged by attorneys in private practice with comparable skill and experience), Bondowner Representative’s, Issuer’s and Bond Trustee’s fees and expenses for bankruptcy proceedings (including efforts to modify, vacate, or obtain relief from the Attorneys’ Fees any automatic stay), fees and Expenses to Class Counsel. No Settling Defendantexpenses for Bondowner Representative’s, no Class CounselIssuer’s and Bond Trustee’s post-judgment collection activities, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective DateBondowner Representative’s, Class CounselIssuer’s and Bond Trustee’s cost of searching lien records, Xxxxxx Counsel and Named Plaintiffssearching public record databases, individually and on behalf of the Class and each individual Class Memberon-line computer legal research, hereby irrevocably and unconditionally releasetitle reports, acquitsurveyor reports, appraisal reports, collateral inspection reports, title insurance, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expensesbonds issued to protect Bondowner Representative’s collateral, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (all to the fullest extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order allowed by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedlaw. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to (a) At the deadline for objections to same time as the Settlement pursuant to Section II.Cfiling of the Final Approval Motion, Co-Lead Class Counsel may will apply to the Court for an award of Attorneysattorneys’ Fees and Expenses incurred on behalf fees equal to 30% of the PlaintiffsSettlement Fund, together with such expenses (not including reimbursement for the costs of Class Notice paid out of the Notice Fund) incurred as are approved by the Court for reimbursement, subject to approval by the Court. All Attorneys’ Fees These funds shall be sought to compensate Class Counsel for fees and Expenses and any interest due any counsel expenses incurred in connection with the litigation. Defendants agree not to object to a fee award in this amount. (b) Class Counsel will also apply to the extent Court for an award of a Consulting Fee of $100,000 payable to Named Plaintiff Xxxxxxx as part of the expenses of the Class to be reimbursed. For the avoidance of doubt, the Consulting Fee is included in, and a part of, any interest is awardedreference to Class Counsel’s expenses or attorneys’ expenses in this Section and elsewhere in the Settlement Agreement. Class Counsel and the Class Representatives agree that (i) Xxxxxxx has rendered extremely valuable consulting services to the Class that have directly and significantly enhanced the Class’s Claims and the resulting amount of the Settlement to be distributed to all Settlement Class Members, (ii) Xxxxxxx was uniquely qualified to render these services in his capacity as a nationally acclaimed law professor and counselor over the course of thirteen years, and (iii) this Consulting Fee shall be payable solely out sought to compensate him for more than 100 hours of services provided to benefit the Class. Defendants agree not to object to a request for the Consulting Fee. (c) Payment of attorneys’ fees and expenses approved by the Court shall be made from the Settlement Fund within thirty (30) Days of the Effective Date, and the Released Parties shall have no responsibility or liability for such fees or expenses beyond the initial funding of the Settlement Fund in such amounts as the Court ordersunder Section 3. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court Any application for attorneys’ fees and reimbursement expenses is not a term of this Settlement Agreement, and it is not a condition of this Settlement Agreement that any award of attorneys’ fees and expenses, or particular amount or particular percentage award of attorneys’ fees and expenses, be approved. Any application for attorneys’ fees and expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out considered by the Court separate and apart from its consideration of the Settlement Fund separately from the Attorneys’ Fees fairness, reasonableness, and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf adequacy of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesSettlement, and any interest due order or proceeding relating to such applications for fees and expenses, or any counsel (appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Settlement Agreement or the extent Settlement as to Defendants, or affect the finality or binding nature of any interest is awarded) for the Plaintiffs shall be payable solely out of the releases set forth in this Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAgreement. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior 3.5.1 On or before twenty-eight (28) days prior to the deadline for objections to the Settlement pursuant to Section II.CResponse Deadline, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf to be paid from the Settlement Fund. Class Counsel will apply for an award of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (not to the extent any interest is awarded) shall be payable solely out exceed their lodestar as of the Settlement Fund in such amounts as date of the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees application and costs or administrative fees or costs. 2actually expended in the litigation of the Action. Xxxxxx Counsel may apply separately Nationstar agrees not to oppose this request provided that the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees)amount requested does not exceed $1,300,000. If awarded, all Xxxxxx Counsel the motion for Attorneys’ Fees and any interest due thereon shall be payable solely out Costs is approved, then within fifteen (15) days of the Effective Date, the Settlement Fund separately Administrator shall pay to Tycko & Zavareei LLP the amount approved by the Court. However, the Settlement Administrator shall have no obligation to pay the Attorneys’ Fees and Expenses until it receives the Form W-9 (or Form W-9s, as applicable) and payment instructions from Tycko & Zavareei LLP. If the Settlement Administrator has not received the Form W-9 (or Forms W-9, as applicable) and payment instructions within fifteen (15) days of the Effective Date, then the Settlement Administrator must pay forward the Attorneys’ Fees and Expenses to Class Counsel. No Settling DefendantTycko & Zavareei LLP within ten business days of the Form W-9 (or Forms W-9, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interestas applicable) and payment instructions. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel 3.5.2 Tycko & Zavareei LLP shall be solely responsible for paying any monies due to any and Named Plaintiffs, individually all other counsel for Plaintiff and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5approved by the Court. Settling Defendants will Nationstar shall not comment on or oppose Class Counsel’s request be liable for any claims ensuing from the distribution of the Attorneys’ Fees so long as and Expenses. 3.5.3 Class Counsel and the request for Class Representative expressly disclaim any right to recover attorneys’ fees is no greater than $81,125,000 (approximately 19.54%) and costs in the Action in excess of the $415 million Settlement Fundamount awarded by the Court from any person or entity. Class Counsel and the Class Representative agree that the amounts of such Attorneys’ Fees and Expenses awarded shall compensate them for all legal work in the Action up to and including the Effective Date, as well as for all legal work and costs that may be incurred in the Action after the Effective Date. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount 3.5.4 This Settlement is not to exceed $4,525,000 (approximately 1.09%) of conditioned upon the $415 million Settlement Fund. Settling Defendants and Court awarding the amounts sought by Class Counsel retain as an award of Attorneys’ Fees and Expenses. If the right to comment on or oppose any application for Xxxxxx Counsel Feesamount awarded by the Court is less than what was sought by Class Counsel, the remaining provisions of this Settlement Agreement shall be binding and effective.

Attorneys’ Fees and Expenses. 1. Prior A. At any time prior to distribution to the deadline for objections to the Settlement pursuant to Section II.CClass, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of from the Settlement Fund in such amounts of attorneys’ fees and expenses. The Settling Defendants will take no position on any request for attorney’s fees by Co-Lead Counsel. Any attorneys’ fees as are awarded by the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation shall be paid from the Settlement Fund to Co-Lead Counsel within ten (10) business days of the entry of the Order awarding such attorneys’ fees, costsnotwithstanding the existence of any timely filed objections thereto, expensesor potential for appeal therefrom, expert fees and costs or administrative fees collateral attack on the Settlement or costs. 2. Xxxxxx Counsel may apply separately any part thereof, subject to the Court for obligation of Co-Lead Counsel to refund to the Settlement Fund, within ten (10) business days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and when, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the award order does not become final, if the Settlement itself is voided by any party as provided herein, or if the Settlement is later reversed or modified by any court. Co-Lead Counsel shall allocate the attorneys’ fees among all law firms representing Lead Plaintiffs or any other plaintiffs in this action in a manner in which they in good faith believe reflects the contributions of such counsel to the prosecution and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out settlement of the Settlement Fund separately from Securities Action with the Attorneys’ Fees and Expenses to Class CounselSettling Defendants. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Co-Lead Counsel and Named Plaintiffs, individually and on behalf all other plaintiffs’ counsel do not intend to apply for an award of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneysattorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted fees from the Settlement Fund prior to the distribution to Class Membersat this time, but only may do so at a later time. B. Co-Lead Counsel intend to ask the Court in connection with the application for approval of this Settlement for authorization to withdraw from the Settlement Amount up to six million dollars ($6,000,000) to reimburse them and all law firms representing Lead Plaintiffs or any other plaintiffs in this action for past expenses of this litigation. The Settling Defendants take no position on or after entry of an order such request. Any such withdrawal authorized by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.shall occur ten

Attorneys’ Fees and Expenses. 121 54. Prior to the deadline for objections to the Settlement pursuant to Section II.CLead Counsel, Co-Lead Class Counsel may on behalf of Plaintiff’s Counsel, will apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of 22 from the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for of attorneys’ fees and reimbursement payment of litigation expenses (Xxxxxx Counsel Fees)incurred in 23 prosecuting the Action, including any earnings on such amounts at the same rate and for the same 24 periods as earned by the Settlement Fund. If awarded, all Xxxxxx Counsel Fees Defendants shall take no position with respect to the Fee 25 and any interest due thereon Expense Application as long as the amount sought is consistent with Ninth Circuit guidelines. 26 55. The amount of attorneys’ fees and expenses awarded by the Court is within the sole 27 discretion of the Court. Any attorneys’ fees and expenses awarded by the Court shall be payable solely out paid from 28 the Settlement Fund to Lead Counsel immediately after entry of the order awarding such attorneys’ 1 fees and expenses, notwithstanding the existence of any timely filed objections thereto or to the 2 Settlement, or potential for appeal therefrom, or collateral attack on the Fee and Expense 3 Application, the Settlement, or any part thereof. Lead Counsel shall allocate any Court- awarded 4 attorneys’ fees and expenses among Plaintiff’s Counsel. 5 56. Any payment of attorneys’ fees and expenses pursuant to ¶¶ 54-55 above shall be 6 subject to Lead Counsel’s obligation to make refunds or repayments to the Settlement Fund of any 7 paid amounts, plus accrued earnings at the same net rate as is earned by the Settlement Fund, if the 8 Settlement is terminated pursuant to the terms of this Stipulation or fails to become effective for 9 any reason, or if, as a result of any appeal or further proceedings on remand or successful collateral 10 attack, the award of attorneys’ fees and/or expenses is reduced or reversed by Final non-appealable 11 court order. Lead Counsel shall make the appropriate refund or repayment in full no later than 12 fifteen (15) business days after receiving notice of the termination of the Settlement Fund separately pursuant to 13 this Stipulation, notice from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf a court of appropriate jurisdiction of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out disapproval of the Settlement Fund and may be deducted from 14 by Final non-appealable court order, or notice of any reduction or reversal of the award of attorneys’ 15 fees and/or expenses by Final non-appealable court order. 16 57. With the sole exception of Defendants’ obligation to pay the Settlement Fund prior Amount 17 into the Escrow Account as provided for in ¶ 47, the Released Defendant Parties shall have no 18 responsibility for, and no liability whatsoever with respect to, any payment whatsoever to Plaintiff’s 19 Counsel in the distribution to Class Members, but only on or after entry of an order by the Court approving Action that may occur at any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Datetime. 20 58. The undersigned Co-Lead Class Counsel may withdraw from the Account Released Defendant Parties shall have no responsibility for, and allocate amongst counsel for the Plaintiffs the Attorneysno liability 21 whatsoever with respect to, any allocation of any attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on fees or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.expenses among Plaintiff’s

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, 5.1 Co-Lead Class Counsel may Counsel, on behalf of all Plaintiffs’ Counsel, will apply to the Court for an award from the Settlement Fund of Attorneysattorneys’ Fees fees and Expenses payment of expenses incurred in prosecuting the Action, including any earnings on behalf such amounts at the same rate and for the same periods as earned by the Settlement Fund. 5.2 Any attorneys’ fees and expenses awarded by the Court shall be paid from the Settlement Fund to Co-Lead Counsel immediately after entry of the Plaintiffs. All Attorneysorder awarding such attorneys’ Fees fees and Expenses expenses and entry of the Judgment or Alternative Judgment, or as otherwise ordered by the Court, notwithstanding the existence of any interest due any counsel (timely filed objections thereto or to the extent Settlement, or potential for appeal therefrom, or collateral attack on the Fee and Expense Application, the Settlement, or any interest is awarded) part thereof. Co-Lead Counsel shall allocate any Court-awarded attorneys’ fees and expenses among Plaintiffs’ Counsel. 5.3 Any payment of attorneys’ fees and expenses pursuant to ¶¶ 5.1 and 5.2 above shall be payable solely out subject to Plaintiffs’ Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund of any paid amounts, plus accrued earnings at the same rate as is earned by the Settlement Fund, if any, if the Settlement is terminated pursuant to the terms of this Stipulation or fails to become effective for any reason, or if, as a result of any appeal or further proceedings on remand or successful collateral attack, the award of attorneys’ fees and/or expenses is reduced or reversed by Final non-appealable court order. Plaintiffs’ Counsel shall make the appropriate refund or repayment no later than thirty (30) calendar days after receiving notice of the termination of the Settlement Fund pursuant to this Stipulation, notice from a court of appropriate jurisdiction of the disapproval of the Settlement by Final non-appealable court order, or notice of any reduction or reversal of the award of attorneys’ fees and/or expenses by Final non-appealable court order. 5.4 With the sole exception of Defendants’ obligation to cause the payment of the Settlement Amount into the Escrow Account as provided for in such amounts as ¶3.1, Defendants shall have no responsibility for, and no liability whatsoever with respect to, any payment whatsoever to Plaintiffs’ Counsel in the Action that may occur at any time. 5.5 Defendants shall have no responsibility for, and no liability whatsoever with respect to any allocation of any attorneys’ fees or expenses among Plaintiffs’ Counsel in the Action, or to any other Person who may assert some claim thereto, or any fee or expense awards the Court orders. No Settling Defendant nor may make in the Action. 5.6 Defendants shall have no responsibility for, and no liability whatsoever with respect to any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expensesor expenses incurred by or on behalf of Settlement Class Members, expert fees and costs whether or administrative fees or costs. 2not paid from the Escrow Account. Xxxxxx Counsel may apply separately to The Settlement Fund will be the Court sole source of payment from Defendants for any award of attorneys’ fees and reimbursement expenses ordered by the Court. 5.7 The procedure for and the allowance or disallowance by the Court of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees any Fee and any interest due thereon shall be payable solely out Expense Application are not part of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with set forth in this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesStipulation, and any interest due order or proceeding relating to any counsel (to Fee and Expense Application, including an award of attorneys’ fees or expenses in an amount less than the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order amount requested by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment or Alternative Judgment approving the Stipulation and the Settlement set forth herein, including, but not limited to, the release, discharge, and relinquishment of the Released Claims against the Released Defendant Parties, or any other orders entered pursuant to the Stipulation. Plaintiffs and Plaintiffs’ Counsel may withdraw from not cancel or terminate the Account Stipulation or the Settlement in accordance with ¶12.1 or otherwise based on any objection or appeal with respect to fees or expenses awarded in the Action or the Court’s or an appellate court’s ruling with respect to fees and allocate amongst counsel for expenses awarded in the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to Within forty-five (45) after the deadline for objections to the Settlement pursuant to Section II.CNotice Deadline, Co-Lead Class Counsel may apply to the Court will file, and Defendant will not oppose provided it is consistent with this Paragraph, a Fee and Expense Application for an award of Attorneysattorneys’ Fees and Expenses incurred on behalf of fees to be paid from the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel Settlement Fund not to exceed one third (to the extent any interest is awarded1/3) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, and for their reasonable litigation expenses, . Before the disbursement or interest, including without limitation attorneys’ fees, costs, expenses, expert fees payment of the Fee Award and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately Expenses under this Settlement Agreement to the Court for attorneys’ fees trust account of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx LLC (“Xxxxxxx”), Xxxxxxx shall provide to the Settlement Administrator a properly completed and reimbursement of expenses duly executed IRS Form W-9. Fee Award and Costs (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and plus any interest due thereon accrued thereon) shall be payable solely out of paid by the Settlement Fund separately from Administrator, in the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendantamount approved by the Court, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon earlier than the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel no later than thirty (to the extent any interest is awarded30) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or days after the Effective Date. The undersigned Co-Lead If the Court does not grant a Final Approval Order, or if the Effective Date does not occur, or if the Settlement Agreement is terminated, then any award of attorneys’ fees and expenses, including the Fee Award and Expenses, is no longer payable and to the extent already distributed to Class Counsel may withdraw from shall be returned by Class Counsel to the Account Settlement Fund and allocate amongst counsel for ultimately Defendant in accordance with Paragraph 81. If the Plaintiffs amount of the Attorneys’ Fees Fee Award and Expenses so awarded. 5. Settling Defendants will not comment is reduced or reversed on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and appeal, Class Counsel retain and all other Plaintiffs’ counsel to whom Class Counsel has distributed payments shall make all necessary refunds and repayments into the right Settlement Fund no later than thirty (30) days after Class Counsels’ receipt of notice of an order that reversed or reduces any award of attorneys’ fees or expenses, which shall be distributed by the Settlement Administrator pursuant to comment on or oppose any application for Xxxxxx Counsel Feesthe manner directed by the Court.

Attorneys’ Fees and Expenses. 1. Prior 9.1 Subsequent to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award negotiation of Attorneys’ Fees and Expenses incurred on behalf substantive terms of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out settlement of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for feesActions, costsFederal Plaintiffs’ Counsel, expensesSanta Xxxxx Action Plaintiffs’ Counsel, or interest, including without limitation and State Derivative Action Plaintiff’s Counsel negotiated an attorneys’ feesfee and expense provision with Counsel for VeriSign, costsreaching an agreement that VeriSign would pay, expensessubject to court approval, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement expenses in the aggregate amount of expenses (Xxxxxx Counsel Fees)$750,000 to resolve on a global basis any and all claims regarding VeriSign’s historical stock option granting practices. If awardedThese attorneys’ fees constitute full and complete compensation for the services provided by Federal Plaintiffs’ Counsel, all Xxxxxx Counsel Fees the Santa Xxxxx Action Plaintiffs’ Counsel, and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class State Derivative Action Plaintiff’s Counsel. No Settling DefendantVeriSign, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesIndividual Defendants, and any interest due any counsel (Related Persons shall have no involvement in, responsibility for, and no liability whatsoever, with respect to the extent fee allocation among counsel for Plaintiffs, or if any interest is awarded) for the Plaintiffs shall be payable solely out other person asserts some claim to any portion of the attorneys’ fees and expenses. STIPULATION AND AGREEMENT OF SETTLEMENT OF LITIGATION – MASTER FILE NO. C-06-4165 PJH 9.2 Within ten (10) days of entry of a Judgment by the District Court finally approving this Settlement Fund Agreement, VeriSign shall deposit into an account held by Barrack, Rodos & Bacine the attorneys’ fees and may be deducted from expenses awarded by the Settlement Fund prior District Court to Federal Plaintiffs’ Counsel, the Santa Xxxxx Action Plaintiffs’ Counsel, and the State Derivative Action Plaintiff’s Counsel, or, if the District Court has not yet issued an Order awarding attorneys’ fees and expenses, VeriSign shall deposit $750,000 into the account. Barrack, Rodos & Bacine and Wolf Haldenstein, co-lead counsel in the Federal Action, shall allocate the attorneys’ fees and expenses amongst counsel for Plaintiffs in the Federal Action, the Santa Xxxxx Action and the State Derivative Action in a manner which they, in good faith, believe reflects the contributions of such counsel to the distribution prosecution and settlement of the Actions. Payment of the attorneys’ fees and expenses will be made by VeriSign, and the Individual Defendants shall have no obligation whatsoever to Class Membersmake any such payment. 9.3 The award of attorneys’ fees and expenses is not a condition of this Settlement Agreement becoming effective. Any Order or proceeding relating to the award or disbursement of the attorneys’ fees and expenses, but only on or after entry any appeal from any Order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Settlement Agreement, or affect or delay the finality of an order by the Court Judgment approving any Attorneys’ Fees and Expenses this Settlement Agreement or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned CoIf the amount of attorneys’ fees and expenses awarded by the District Court to Plaintiffs’ Counsel is less than the attorneys’ fees and expenses paid to the respective Plaintiffs’ Counsel by VeriSign pursuant to the preceding paragraphs 9.1 and 9.2, then the amount of overpayment, and any and all interest accrued thereon since the payment, calculated based on the interest rate on the 30-Lead Class day Treasury Bills on the date of payment, shall be refunded to VeriSign by the respective Plaintiffs’ Counsel may withdraw from receiving the Account overpayment within ten (10) business days of the respective award of attorneys’ fees and allocate amongst expenses. Further, if, for any reason, the Effective Date of this Settlement Agreement cannot occur, or, if as a result of any appeal, further proceedings, or successful collateral attack, the award of attorneys’ fees and expenses to either the Federal Plaintiffs’ Counsel, the Santa Xxxxx Action Plaintiffs’ Counsel, or the State Derivative Action Plaintiff’s Counsel is amended, modified, or does not become Final, then the attorneys’ fees and expenses or STIPULATION AND AGREEMENT OF SETTLEMENT OF LITIGATION – MASTER FILE NO. C-06-4165 PJH overpayment of attorneys’ fees and expenses to counsel for Plaintiffs, and any and all interest accrued thereon since payment, calculated based on the interest rate on the 30-day Treasury Bills on the date of payment, shall be returned to VeriSign within ten (10) business days from receipt of written notice informing the counsel for Plaintiffs that the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants Effective Date will not comment on occur, or oppose Class informing the counsel for Plaintiffs of any amendment or modification to the award of attorneys’ fees and expenses. The repayment obligation set forth in this paragraph is the obligation of those Federal Plaintiffs’ Counsel, Santa Xxxxx Action Plaintiffs’ Counsel, and State Derivative Action Plaintiff’s Counsel who have received payment, and each such respective Counsel’s request law firm, as a condition of receiving such payment, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of California and this District Court for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) purposes of the $415 million Settlement Fundenforcing this repayment provision. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1(a) Plaintiffs will be considered the prevailing parties and Class Counsel will be entitled to an award of Attorneys’ Fees and Expenses as provided in this subsection. Prior to Concurrently with the deadline for objections to mailing of the Settlement pursuant to Section II.CClass Notice, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred not to exceed $390,000. Defendants may oppose such application, but will pay an Attorney’s Fees and Expenses award in the amount awarded by the Court, not to exceed $390,000, for all services provided on behalf of the PlaintiffsClass Representatives and the Settlement Class. All Attorneys’ Fees Defendants shall issue an IRS Form 1099-MISC solely to the respective Class Counsel for the amount paid to such counsel pursuant to this section and Expenses to no other person or entity. Notwithstanding the foregoing, Defendants may issue additional Form 1099-MISCs to other persons or entities only if ordered to do so by the IRS, and any interest due compliance by Defendants with such an order or requirement shall not be a breach of this Agreement. If ordered to issue any counsel (Form 1099-MISCs to other persons or entities by the extent IRS, Defendants shall provide documentation of any interest is awarded) such order or requirement to Class Counsel. Class Counsel shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor and legally responsible to pay any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for all applicable taxes on their attorneys’ fees award and reimbursement of expenses shall hold harmless Defendants, and counsel for Defendants, from any claim or liability for taxes, penalties, or interest arising from their attorneys’ fee award. (Xxxxxx b) Class Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely responsible for paying any monies due to any and all other counsel for Plaintiffs and the Class, out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counselapproved by the Court. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility Defendants shall not be liable for any Xxxxxx Counsel Fees or interest. 3. Upon claims ensuing from the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf distribution of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4(c) Class Counsel and the Class Representatives expressly disclaim any right to recover attorneys’ fees and costs in the Action in excess of the amount awarded by the Court from any person or entity. All Class Counsel and the Class Representatives agree that the amounts of such Attorneys’ Fees and Expenses awarded shall compensate them for all legal work in the Action up to and including the Effective Date, as well as for all legal work and costs that may be incurred in the Action after the Effective Date. (d) This Settlement is not conditioned upon the Court awarding the amounts sought by Class Counsel as an award of Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to . If the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order amount awarded by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose is less than what was sought by Class Counsel’s request for Attorneys’ Fees so long as , the request for fees is no greater than $81,125,000 (approximately 19.54%) remaining provisions of the $415 million this Settlement FundAgreement shall be binding and effective. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 127. Prior Plaintiff’s Counsel will apply for a Fee and Expense Award in an aggregate amount not to the deadline for objections to exceed 25% of the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to the Court for an award Amount plus reimbursement of Attorneys’ Fees and Expenses expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses in connection with Action and any interest due any counsel (to on such attorneys’ fees and expenses at the extent any interest is awarded) shall be payable solely out of same rate and for the same periods as earned by the Settlement Fund in such amounts as until paid (the Court orders. No Settling Defendant nor “Fee Application”), which application will be wholly inclusive of any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court request for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of any Class Member or his, her, or its counsel in connection with the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquitSettlement. Defendants shall not oppose the Fee Application. 28. Any award pursuant to the Fee Application shall be paid out of, and forever discharge any claim that they may have against not be in addition to, the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the ClassSettlement Fund. 429. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesBefore disbursement of the Net Settlement Fund, and in any interest due any counsel event within five (to the extent any interest is awarded5) for the Plaintiffs shall be payable solely out business days of the Settlement Fund and may be deducted entry of an Order by the Court granting the Fee Application, the Escrow Agent shall disburse from the Settlement Fund prior to Plaintiff’s Counsel an amount equal to the distribution Fee and Expense Award. In the event that (i) the Effective Date does not occur, (ii) this Stipulation is disapproved, canceled, or terminated pursuant to Class Membersits terms, but only on (iii) the Settlement otherwise does not become Final for any reason, or (iv) the Fee and Expense Award is disapproved, reduced, reversed, or otherwise modified, as a result of any further proceedings, including any successful collateral attack, then Plaintiff’s Counsel shall, within five (5) business days after entry Plaintiff’s Counsel receives notice of an order any such failure of the Effective Date to occur, termination of this Stipulation, failure of the Settlement to become Final, or disapproval, reduction, reversal, or other modification of the Fee and Expense Award, return to the Account, as applicable, either the entirety of the Fee and Expense Award or the difference between the attorneys’ fees and expenses awarded by the Court approving any Attorneys’ Fees in the Fee and Expenses Award on the one hand, and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand, or Xxxxxx Counsel Fees and only otherwise on or after the Effective Dateother hand. 30. The undersigned Co-Lead Class Counsel disposition of the Fee Application is not a material term of this Stipulation, and it is not a condition of this Stipulation that such application be granted. The Fee Application may withdraw be considered separately from the Account proposed Stipulation. 31. Plaintiff’s Counsel warrant that no portion of any Fee and allocate amongst counsel Expense Award shall be paid to Plaintiff or any Class Member, except as approved by the Court. 32. Released Defendant Parties shall have no input into or responsibility or liability for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counselallocation by Plaintiff’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) Counsel of the $415 million Settlement FundFee and Expense Award. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 15.1. Prior After agreeing to the deadline settlement consideration set forth in Section 2 above, Plaintiffs' Counsel and Defendants' Counsel negotiated the amount of attorneys' fees and expenses (“the Fee and Expense Amount”) that, subject to Court approval, would be paid to Plaintiffs' Counsel. As a result of the negotiations, the Company has agreed to pay, or cause to be paid, to Plaintiffs' Counsel not more than $10,000,000 for objections their fees and $450,000 for their expenses, subject to Court approval, which the Company and Defendants agree not to oppose or cause any other person to oppose. 5.2. Pursuant to the Court-approved Fee and Expense Amount, and provided that Plaintiffs' Counsel have provided to counsel for the Company the required IRS Forms and all necessary wire transfer instructions, the Company shall pay or shall cause to be paid the Fee and Expense Amount in the amounts awarded by the Court within ten (10) business days after the Court executes an order approving the Fee and Expense Amount, notwithstanding the existence of any timely filed objections thereto, or the potential for appeal therefrom, or collateral attack on the Settlement pursuant or any part thereof. Plaintiffs' Counsel agree that acceptance of payment of the Fee and Expense Amount is subject to Section II.C, Co-Lead Class their obligation (including the obligations of any other person or counsel who is allocated any portion of the Fee and Expense Amount) to make repayment in full with interest computed based on the 30 Day Treasury Rate to the Company within ten (10) business days after receiving from counsel for the Company or a court of appropriate jurisdiction notice of the termination of the Settlement or notice that the Fee and Expense Amount is reduced or reversed for any reason. Plaintiffs' Counsel may apply agree that they remain subject to the continuing jurisdiction of the Court for an award the purpose of Attorneys’ Fees enforcing their obligation to repay attorneys' fees and Expenses incurred expenses as provided in this paragraph. 5.3. The Fee and Expense Amount is not a necessary term of this Stipulation and is not a condition of this Stipulation. 5.4. Neither Plaintiffs nor Plaintiffs' Counsel may cancel or terminate the Stipulation or the Settlement based on behalf this Court's or any appellate court's ruling with respect to any Fee and Expense Amount. 5.5. The Released Defendant Parties shall have no responsibility for or liability with respect to the allocation of the Fee and Expense Amount among Plaintiffs' Counsel and/or any other person or counsel who may assert some claim thereto. All Attorneys’ Fees and Expenses and The Released Defendant Parties shall have no responsibility or liability for any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative other fees or costs. 2. Xxxxxx Counsel may apply separately to expenses claimed by any other person or counsel in connection with the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with matters being settled by this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective DateStipulation. The undersigned Co-Lead Class Counsel may withdraw from the Account Released Defendant Parties shall take no position with respect to how any Fee and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedExpense Amount should be otherwise allocated. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior FCA US will pay Plaintiffs’ counsel reasonable attorneys’ fees, costs and expenses as approved by the Court, separate and apart from the consideration flowing to the deadline for objections Class, not to the Settlement pursuant to Section II.C, Co-Lead exceed a total of $835,000. Class Counsel may will apply to the Court for an award of Attorneysattorneys’ Fees fees and Expenses incurred on behalf expenses to be paid by FCA US of no more than this amount, covering all legal services provided by Capstone Law APC in the past and future to Plaintiffs and the Class Members in connection with the Litigation, the Settlement of the Plaintiffs. All Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out implementation of the Settlement Fund in such amounts as Agreement (the Court orders“Fee and Expenses Application”), except for any fees awarded by Arbitrators pursuant to the Arbitration Program, which is sperate from the requested attorneys’ fees and expenses identified here. No Settling Defendant nor any Released Party has any liability FCA US will not oppose or responsibility comment on Class Counsel’s application for fees, costs, attorneys’ fees and expenses, or interest, including without limitation provided that the application seeks no more than $835,000 in attorneys’ fees and expenses combined. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. The amount of fees to be awarded shall be determined by California law in effect on the date this agreement is executed. The parties expressly agree that any change in the law regarding attorneys’ fees, costsincluding entitlement to fees or timing of payment, expenses, expert shall not affect application of this provision. Any appeal of only the award of attorneys’ fees and costs will not affect the Parties’ and Claims Administrator’s obligations under the Order Granting Final Approval. This means that an appeal of only the attorneys’ fees and costs will not extend the Effective Date or administrative fees or costs. 2otherwise delay implementation of any Settlement benefits. Xxxxxx Counsel may apply separately to Within 14 business days after the Effective Date of Settlement, FCA US shall pay the amount awarded by the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling DefendantClass Counsel must provide FCA US with a completed W-9 form. Any order or proceedings relating to the Fee and Expenses Application, no Class Counselor any appeal solely from an order related thereto or reversal or modification thereof, nor any Released Party has any liability will not operate to terminate or responsibility for any Xxxxxx Counsel Fees cancel this Settlement Agreement, or interest. 3. Upon affect or delay the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf finality of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with Judgment Approving this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the ClassSettlement Agreement. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior 15.1.1 Any application for Attorneys’ Fees and Expenses shall not exceed Three Hundred Thousand Dollars ($300,000) and shall be filed at least thirty-five (35) calendar days prior to the deadline for objections Final Approval Hearing. 15.1.2 SoFi will not object to the Settlement pursuant to Section II.C, Co-Lead Class Counsel may apply to seeking preliminary and final approval from the Court for an award of Attorneys’ Fees and Expenses incurred on behalf in the Action in an amount not to exceed Three Hundred Thousand Dollars ($300,000). Class Counsel agree that the amounts of such costs and fees awarded shall compensate them for all legal work and costs in the Action up to and including the date of Final Judgment, including any appeal of the PlaintiffsJudgment, as well as for all legal work and costs that may be incurred in the Action after the date of Final Judgment. All In the event the Court awards Class Counsel less than $300,000 in Attorneys’ Fees and Expenses, this Settlement Agreement shall nonetheless remain in full force and effect and the other benefits or payments due or to become due shall not be increased or changed. In no event shall SoFi be obligated to pay Attorneys’ Fees and Expenses in an amount greater than $300,000 in connection with the Action. 15.1.3 The procedure for and the grant or denial or disallowance by the Court of the application for Attorneys’ Fees and Expenses is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement, and any interest due any counsel (order or proceedings relating to the extent applications for Attorneys’ Fees and Expenses or any interest is awardedappeal from any order relating thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the Finality of Judgment approving the Agreement and the Settlement, except as provided for in Section 13. 15.1.4 Within fourteen (14) shall be payable solely out days after the Effective Date or entry of the Settlement Fund in such amounts as an order approving the application for attorneys’ fees (whichever is later), SoFi shall make payment of the Attorneys’ Fees and Expenses awarded by the Court orders(not to exceed $300,000) to the Settlement Administrator, to be distributed pursuant to wire instructions in writing from Class Counsel. No Settling Defendant nor In accepting this payment, the Class Representatives and Class Counsel, on behalf of themselves and all Settlement Class Members, acknowledge that the payment and method of payment under this Agreement are in full satisfaction of any Released Party has any liability or responsibility for feesand all claims, costsrights, expensesand demands that Class Counsel, the Class Representatives, the Individual Plaintiff, or interestthe Settlement Class had, including without limitation have, or may claim to have in the future for attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated other payment in connection with this Action or this Agreement, up to the date of final judgment. SoFi shall have no responsibility for allocation or distribution of the award among Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 415.1.5 A Form 1099 for this payment will be filed. All Attorneys’ Fees Class Counsel shall cooperate with the Settlement Administrator to provide all information necessary to process the payment including completing any requested tax forms (e.g., IRS Form W-9 and Expenses, Xxxxxx Counsel Feesapplicable tax identification numbers). The Settlement Administrator and SoFi shall have no responsibility for, and no liability whatsoever with respect to any interest due tax obligations or any counsel (allocation among the Class Representatives and Class Counsel, and/or any other person who may assert some claim thereto, of any award, payment or credit issued or made in this Action or pursuant to this Agreement, including but not limited to any award or payment pursuant to this Section 15. Class Counsel and the extent any interest is awarded) Class Representatives shall alone be responsible for the Plaintiffs reporting and payment of any federal, state, and/or local income or other form of tax on any payment made pursuant to this Section 15. No Party shall be payable solely out deemed the prevailing party for any other purposes of the Settlement Fund and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections (a) The Representative Plaintiffs and Class Counsel shall look solely to the Settlement pursuant Fund for the payment of fees, costs, and incentive awards, and except for any such payment(s), there shall be no assessment of fees and costs against any party. Under no circumstances shall CMS be liable for any fees, costs, notice costs, taxes, or other expenses or payments of any kind beyond the payment to the Settlement Fund specified in Section II.C, Co-Lead 3. (b) Class Counsel may intend to apply for an award of attorneys’ fees from the Settlement Fund and nothing in this Settlement Agreement shall prohibit such attorneys’ fees and expenses as are awarded by the Court from the Settlement Fund from being paid to Class Counsel on such terms as the Court authorizes. (c) Lead Counsel will apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of from the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for of attorneys’ fees and reimbursement of litigation expenses (Xxxxxx Counsel Feesthe “Fee and Expense Award” described in paragraph 13(d)). If awardedThe Fee and Expense Award, all Xxxxxx Counsel Fees and any interest due thereon when approved by the Court, shall be immediately payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to Lead Counsel. However, if the Settlement Agreement is terminated, if the Court does not approve the Settlement Agreement, or if the Effective Date does not occur for any reason, then within five (5) business days after receiving notice from counsel for CMS or from a court with appropriate jurisdiction, Lead Counsel shall refund to the distribution Settlement Fund all amounts previously withdrawn or distributed pursuant to Class Membersparagraph 13, but only on or after entry of an order by including any Fee and Expense Award, plus interest thereon at the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel same rate at which interest is accruing for the Plaintiffs the Attorneys’ Fees and Expenses so awarded. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants Each Lead Counsel, on behalf of itself and Class each partner and/or shareholder of it, agrees that, in the event that such a refund is required, the Lead Counsel retain law firms and their partners and/or shareholders are each jointly and severally liable to refund any amount withdrawn from the right Settlement Fund pursuant to comment on or oppose paragraph 13 with interest as described above, provided that with respect to the Fee and Expense Award each Lead Counsel law firm and its partners and/or shareholders are jointly and severally liable for refunding only the amount of the Fee and Expense Award they received along with interest as described above and shall not be responsible for any application Fee and Expense Award received by any other Lead Counsel. Lead Counsel are subject to the jurisdiction of the Court for Xxxxxx Counsel Feesthe purpose of enforcing the provisions of this paragraph.

Attorneys’ Fees and Expenses. 137. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Class Plaintiffs’ Counsel may will apply to the Court for an a collective award of Attorneysattorneys’ Fees and Expenses incurred on behalf of the fees to Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) Counsel which shall be payable solely out of no greater than the Settlement Fund amount set forth in such amounts the Notice attached hereto as Exhibit B (the Court orders“Fee Application”). No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneysPlaintiffs’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may also will apply separately to the Court for reimbursement of litigation expenses paid or incurred by Plaintiffs’ Counsel or advanced by Plaintiffs (the “Expense Reimbursement Application”). As of the execution of this Stipulation, the Parties have not discussed the amount of any application by Plaintiffs’ Counsel for an award of attorneys’ fees and reimbursement expenses. Stipulating Defendants reserve all rights and all grounds to object to, oppose, consent to, or take no position on the amount of fees and expenses sought by Plaintiffs’ Counsel in the Fee Application and the Expense Reimbursement Application. 38. Plaintiffs’ Counsel will make no other application for an award of attorneys’ fees or expenses other than the Fee Application or the Expense Reimbursement Application. None of Plaintiffs, nor Plaintiffs’ Counsel, shall make, or assist any other counsel in making, any application for an award of fees or expenses in any other jurisdiction. 39. The Parties acknowledge and agree that any fees and expenses awarded by the Court to Plaintiffs’ Counsel (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees the “Fee and any interest due thereon Expense Award”) shall be payable solely paid by MCC or its successor and shall not be paid out of the Class Payment or Settlement Fund Fund. In the event that the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, whether on appeal, further proceedings on remand, successful collateral attack or otherwise, then Plaintiffs’ Counsel shall, within ten (10) business days after Plaintiffs’ Counsel receives notice of any such disapproval, reduction, reversal or other modification, return to MCC or its successor the difference between the attorneys’ fees and expenses awarded by the Court in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand or otherwise, on the other hand. 40. The disposition of the Fee Application and the Expense Reimbursement Application are not material terms of this Stipulation, and it is not a condition of this Stipulation that such applications be granted. The Parties acknowledge that the Fee Application and the Expense Reimbursement Application may be considered separately from this Stipulation. Any disapproval or modification of the AttorneysFee Application and/or the Expense Reimbursement Application by the Court or on appeal shall not affect or delay the enforceability of this Stipulation. Final resolution of the Fee Application and/or the Expense Reimbursement Application shall not be a condition to the dismissal, with prejudice, of the Action or to the effectiveness of the Releases. 41. Plaintiffs’ Fees Counsel warrant that no portion of any award of attorneys’ fees or expenses shall be paid to any Plaintiff or any Class Member, except as approved by the Court. Plaintiffs’ Counsel shall allocate the Fee and Expenses Expense Award among themselves in a manner which they, in good faith, believe reflects the contributions of such counsel to Class Counselthe prosecution and settlement of the Action. No Settling Defendant, Defendants and the Released Defendant Parties shall have no Class Counsel, nor any Released Party has any liability input into or responsibility for any Xxxxxx the allocation by Plaintiffs’ Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class Fee and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants Expense Award or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) for the Plaintiffs shall be payable solely out payment of any fees or expenses of Plaintiffs’ Counsel other than the Settlement Fund Fee and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedExpense Award. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to A. Lead Counsel, on behalf of all Plaintiffs' counsel in the deadline for objections to the Settlement pursuant to Section II.CAction, Co-Lead Class Counsel may apply to the Court for an award from the Settlement Fund of Attorneys’ Fees attorneys' fees and Expenses incurred on behalf reimbursement of reasonable expenses. Upon the granting of Final Approval of the Plaintiffs. All Attorneys’ Fees and Expenses and Settlement by the Court, such attorneys' fees shall be paid from the Settlement Fund to Lead Counsel within five (5) business days of the award, notwithstanding the existence of any interest due timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any counsel (part thereof, subject to the extent obligation of each such Plaintiffs' counsel to refund to the Settlement Fund, within ten (10) days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and when, as a result of any interest appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is awarded) shall reduced or reversed, if the award order does not become final, if the Settlement Fund itself is voided by any party as provided herein, or if the Settlement is later reversed or modified by any court. B. The procedure for and the allowance or disallowance of any applications by Plaintiffs' Counsel for attorneys' fees and expenses to be payable solely paid out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out are not part of the Settlement Fund set forth in the Stipulation, and are to be considered by the Court separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf Court's consideration of the Class fairness, reasonableness and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against adequacy of the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or Settlement set forth in the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesStipulation, and any interest due any counsel (order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the extent any interest is awarded) for Stipulation, nor affect or delay the Plaintiffs shall be payable solely out finality of the Judgment approving the Stipulation and the Settlement Fund set forth therein. C. Homestore shall have no responsibility for, and may be deducted no liability whatsoever with respect to, any payment to Plaintiffs' counsel from the Settlement Fund prior Fund. Homestore shall have no responsibility for, and no liability whatsoever with respect to the distribution to Class Membersallocation among Plaintiffs' counsel, but only on or after entry of an order by and/or any other Person who may assert some claim to, any attorneys' fee and expense award that the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after may make in the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead 12.1 Class Counsel may will apply to the Class Action Court for an award of Attorneys’ Fees attorneys' fees in an amount as the Class Action Court may approve. Such attorneys' fees, expenses, and Expenses incurred on behalf interest as the Class Action Court awards, including any fees and expenses related to administration of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) Settlement, shall be payable solely out of paid exclusively from the Settlement Fund to Class Counsel immediately upon award, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof. Class Counsel unconditionally guarantees to refund or repay to the Settlement Fund up to the entire amount of such attorneys' fees and expenses award, plus accrued interest at the same net rate earned by the Settlement Fund, if and when the attorneys' fees and expenses award is reduced or reversed. Any decision by the Class Action Court or any other court concerning the amount of any fee award shall not affect the validity or finality of the Settlement, this Agreement, or the Class Action Approval Order. Class Counsel hereby agrees that it will be subject to the continuing jurisdiction of the Class Action Court in such amounts as connection with the Court ordersaward of any attorneys' fees and/or the reimbursement of expenses. No Settling Defendant nor any Released Party has any liability or The Xxxxxxx Defendants take no position on Class Counsel's application for attorneys' fees and reimbursement of expenses. The Xxxxxxx Defendants shall have no responsibility for fees, costs, expenses, or interest, including without limitation liability relating to (i) the award or allocation of attorneys’ fees, costs, expenses, expert ' fees and costs and/or (ii) the reimbursement of expenses to or administrative fees or costsamong Class Counsel and/or Trustee's Counsel. 2. Xxxxxx 12.2 The Class Action Court's granting any application by Class Counsel may apply separately to the Court for attorneys’ ' fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out is not a condition of the Settlement Fund Settlement. Class Counsel's request for attorneys' fees and reimbursement of expenses is to be considered separately from the Attorneys’ Fees Court's consideration of whether the Settlement is fair, reasonable, adequate and Expenses in the Class's best interests. Any order or proceedings related to Class Counsel. No Settling Defendantany request for attorneys' fees or reimbursement of expenses, no Class Counselor any appeal from any order or proceedings related thereto, nor any Released Party has any liability shall not affect or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon delay the Effective Date, Class Counsel, Xxxxxx Counsel Date and Named Plaintiffs, individually and on behalf the finality of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the ClassApproval Order. 4. All Attorneys’ Fees and Expenses13.3 Notwithstanding the foregoing, Xxxxxx Counsel Fees, and any interest due any counsel (the plaintiffs shall not look to the extent any interest is awarded) Xxxxxxx Defendants for the Plaintiffs payment of any legal fee nor the reimbursement of any cost. In turn, the Xxxxxxx Defendants shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior not look to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel plaintiffs for the Plaintiffs the Attorneys’ Fees and Expenses so awardedpayment of any legal fee or reimbursement of any cost. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to Ford shall pay Class Counsel reasonable attorneys’ fees and litigation expenses, separate and apart from the deadline for objections consideration provided to the Settlement pursuant to Section II.CClasses, Co-Lead in an amount awarded by the Court provided that the award does not exceed $16 million. Class Counsel may shall apply to the Court for an a total award of Attorneysattorneys’ Fees fees and Expenses incurred expenses of no more than this amount, covering all legal services provided by, or under the authorization of, Class Counsel in the past and future to the Members of the Settlement Classes in connection with the Litigation, the Settlement, any appeal in connection with the Settlement, and implementation of the Settlement Agreement (the “Fee and Expense Application”). If limited to this amount, Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Class Counsel shall not accept any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. In addition, all costs of Notice of Settlement and Claims Administration shall be paid by Xxxx. Class Counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of Plaintiffs and to execute and legally bind all Plaintiffs to this Agreement. Class Counsel further represent and warrant that no other attorney or law firm who has appeared on any document filed in this Litigation on behalf of any of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out Plaintiffs or Members of the Settlement Fund Classes in such amounts as the Court orders. No Settling Defendant nor any Released Party Litigation, and no other attorney who has participated in the Litigation, has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court claim for attorneys’ fees separate from those fees to be awarded to Class Counsel pursuant to this Settlement Agreement. Within ten business days after the Effective Date of Settlement, Ford shall pay the amount of attorneys’ fees and reimbursement costs awarded by the Court (subject to the limitations of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall be payable solely out this Section II.E) pursuant to the terms of the this Settlement Fund separately from the Attorneys’ Fees and Expenses Agreement to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective DateAt least 21 days before payment, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated must provide Ford with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (to the extent any interest is awarded) a completed W-9 form for the Plaintiffs shall be payable solely out of the Settlement Fund payees to whom Xxxx should pay attorneys’ fees and may be deducted from the Settlement Fund prior to the distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedcosts. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1. Prior to A. Lead Counsel, on behalf of all Plaintiffs’ counsel in the deadline for objections to the Settlement pursuant to Section II.CAction, Co-Lead Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ Fees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of from the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for of attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees)reasonable expenses. If awardedUpon the granting of Final Approval of the Settlement by the Court, all Xxxxxx Counsel Fees and any interest due thereon such attorneys’ fees shall be payable solely paid from the Settlement Fund to Lead Counsel within five (5) business days of the award, 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 the obligation of each such Plaintiffs’ counsel to refund to the Settlement Fund, within ten (10) days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and when, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the award order does not become final, if the Settlement Fund itself is voided by any party as provided herein, or if the Settlement is later reversed or modified by any court. B. The procedure for and the allowance or disallowance of any applications by Plaintiffs’ Counsel for attorneys’ fees and expenses to be paid out of the Settlement Fund are not part of the Settlement set forth in the Stipulation, and are to be considered by the Court separately from the Attorneys’ Fees and Expenses to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf Court’s consideration of the Class fairness, reasonableness and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against adequacy of the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or Settlement set forth in the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel FeesStipulation, and any interest due any counsel (order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the extent any interest is awarded) for Stipulation, nor affect or delay the Plaintiffs shall be payable solely out finality of the Judgment approving the Stipulation and the Settlement Fund set forth therein. C. Homestore shall have no responsibility for, and may be deducted no liability whatsoever with respect to, any payment to Plaintiffs’ counsel from the Settlement Fund prior Fund. Homestore shall have no responsibility for, and no liability whatsoever with respect to the distribution to Class Membersallocation among Plaintiffs’ counsel, but only on or after entry of an order by and/or any other Person who may assert some claim to, any attorneys’ fee and expense award that the Court approving any Attorneys’ Fees and Expenses or Xxxxxx Counsel Fees and only on or after may make in the Effective Date. The undersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongst counsel for the Plaintiffs the Attorneys’ Fees and Expenses so awardedAction. 5. Settling Defendants will not comment on or oppose Class Counsel’s request for Attorneys’ Fees so long as the request for fees is no greater than $81,125,000 (approximately 19.54%) of the $415 million Settlement Fund. 6. Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Fund. Settling Defendants and Class Counsel retain the right to comment on or oppose any application for Xxxxxx Counsel Fees.