Common use of CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION Clause in Contracts

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited with the AgreementEscrow Agent; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶8.4 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as provided in required by ¶4.1 hereof; (e) the Federal Rules of Civil ProcedureCourt has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.10 hereof. 9.28.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶8.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶8.5 hereof unless Lead Counsel and counsel for Defendants mutually agree in writing to proceed with the Settlement. 8.3 The Settling Parties expect that, upon the occurrence of all of the events referenced in ¶8.1 hereof, the action captioned Xxxxxx Xxxx v. Camping World, et al., No. 2019-CH-02404 (Ill. Cir. Ct. Cook Cty.) will be subsequently dismissed, and will take all steps reasonably appropriate to seek such dismissal. 8.4 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and such Persons in the aggregate purchased or otherwise acquired a number of shares of Camping World common stock during the Class Period in an amount greater than the sum specified in a separate Supplemental Agreement Regarding Requests for Exclusion (“Supplemental Agreement”) executed between Plaintiffs and Camping World, Camping World shall have the sole option to terminate this Stipulation and Settlement in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute between Plaintiffs and Camping World concerning its interpretation or application arises. Copies of all requests for exclusion received, together with copies of all written revocations of requests for exclusion, shall be promptly delivered to Defendants’ counsel by Lead Counsel. Camping World may terminate the Stipulation and Settlement pursuant to the Supplemental Agreement by serving written notice of termination on the Court and Lead Counsel on or before seven (7) business days after the receipt of all of the copies of the requests for exclusion, on or before ten (10) business days after the Court grants additional time for exclusion for any reason, or on or before three (3) business days before the Settlement Hearing, whichever occurs last. In the event that the Camping World serves a written notice of termination pursuant to the Supplemental Agreement, Camping World may withdraw its written notice of termination by providing written notice of such withdrawal to Lead Counsel and to the Court by no later than 5:00 PM Eastern Time on the day prior to the Settlement Hearing, or by such later date as shall be agreed upon in writing as between Lead Counsel and Defendants’ counsel. Plaintiffs agree that they shall not elect to opt out from the Class. 8.5 Each of Plaintiffs and Defendants shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so (“Termination Notice”) to all other parties hereto within thirty (30) calendar days of: (a) the Court’s refusal to enter the Notice Order; (b) the Court’s refusal to approve the Settlement; (c) the Court’s refusal to enter the Judgment; (d) the date upon which the Judgment is reversed or vacated or altered following an appeal taken therefrom, or is successfully collaterally attacked; or (e) the failure of the Effective Date to occur for any reason. For avoidance of doubt, no order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of attorneys’ fees, expenses and interest awarded by the Court to Lead Counsel or costs or awards to Plaintiffs shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Settlement. 8.6 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for Defendants or Lead Counsel, the Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶3.7 or 3.8 hereof, shall be refunded pursuant to written instructions from Defendants’ counsel. At the request of counsel for Defendants, the Escrow Agent or their designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund, at the written direction of Defendants’ counsel. 8.7 In the event that this Settlement Agreement the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementAugust 16, 2019. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.28, 3.7-3.9, 7.2, 8.4-8.6 and 9.3-9.5 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any Judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of August 16, 2019, and shall be required to present an amended trial schedule to the status quo ante with respect Court. No order of the Court or modification or reversal on appeal of any such order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, and expenses, and interest awarded by the Court to Lead Counsel or Plaintiffs shall constitute grounds for cancellation or termination of the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Preliminary Approval Order, as required by ¶3.1 hereof, substantially in the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedform set forth in Exhibit A attached hereto; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementXXXX; (c) The the Court has entered a Final Approval Order finally approving the AgreementJudgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules form of Civil ProcedureExhibit B attached hereto; (d) Lexmark has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; and (de) the Judgment has become Final, as defined in ¶1.12 hereof. 7.2 Upon the Effective Date, any and all remaining interest or right of the Defendants or the Defendants’ insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished and the releases herein shall be effective. If the conditions specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Stipulation. 7.3 Only Lexmark possesses the option to terminate the Settlement in the event that valid requests for exclusion from the Class exceed the criteria set forth in the Supplemental Agreement, executed between Lead Plaintiff and Lexmark through their respective counsel concurrently with this Agreement. The terms of the Supplemental Agreement shall not be disclosed in any other manner other than the statements herein and in the Notice, or as otherwise provided in the Supplemental Agreement unless and until the Court otherwise directs or a dispute arises between Lead Plaintiff and Defendants concerning its interpretation or application. If submission of the Supplemental Agreement to the Court is required for resolution of a dispute or is otherwise ordered by the Court, the parties will undertake to have the Court review the Supplemental Agreement in camera without filing it on the docket. If the Court requires that the Supplemental Agreement be filed, the parties shall request that it be filed under seal or with the percentage redacted. 7.4 Unless otherwise ordered by the Court, in the event the Stipulation is not approved or this Stipulation is terminated, canceled, or the Effective Date otherwise fails to occur, within ten (10) business days after written notification of such event is sent by Defendants’ Counsel or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less Taxes, Tax Expenses, and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶2.1 and 2.8 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.1 and 2.8 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from Defendants’ Counsel. 7.5 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as of the date of the signing of this AgreementJanuary 28, 2020. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1–1.36, 2.6–2.9, 6.3–6.5, 7.4–7.6, and 9.5–9.6 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, expenses, and interest awarded by the Parties Court to any of Plaintiffs’ Counsel or expenses to the Lead Plaintiff shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 7.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither Lead Plaintiff nor any of its counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.1 or 2.8. In addition, any expenses already incurred pursuant to ¶¶2.1 or 2.8 hereof at the time of such termination or cancellation but which have not been paid, shall be returned paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the status quo ante balance being refunded in accordance with respect to ¶¶2.9 and 7.4 hereof. 7.7 Defendants warrant and represent that they are not “insolvent” within the Actions meaning of 11 U.S.C. § 101(32) as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration of the time the Stipulation is executed and will not be as to of the Plaintiffs named time the payments of the Settlement Amount are actually transferred or made as reflected in the Second Amended Complaint. 9.4Stipulation. This representation is made by Defendants and not by Defendants’ Counsel. In the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from transfer of the Settlement Fund, shall or any portion thereof, by or on behalf of Defendants to be returned a voidable preference, voidable transfer, fraudulent transfer, or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required to Defendant be refunded and such amount is not promptly deposited in the Settlement Fund by or its Insurer within thirty (30) calendar days after written notification on behalf of such event any Defendants, then, at the election of Lead Plaintiff the Settlement may be terminated and the Judgment entered in accordance with instructions provided by Defendant’s Counsel favor of Defendants pursuant to the Settlement Administratorshall be null and void. Alternatively, at the election of Lead Plaintiff, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and that the Defendants and Lead Plaintiff and the Members of the Class shall be restored to their litigation positions as of January 28, 2020 and the Settlement Fund shall be promptly returned.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court has entered an order granting Preliminary Approval CSG or its insurers, on behalf of Defendants, have deposited the AgreementSettlement Fund with the Escrow Agent; (c) The the Defendants have not exercised their option to terminate the Stipulation pursuant to ¶7.3 hereof; (d) the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval HearingOrder, as provided in required by ¶3.1 hereof; (e) the Federal Rules of Civil ProcedureCourt has entered the Judgment that, inter alia, dismisses with prejudice the Action as set forth above; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.10 hereof. 9.27.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not met, or then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Co-Lead Counsel and counsel for the Defendants mutually agree in writing to proceed with the Settlement. 7.3 The Defendants shall have the option to terminate the Settlement in the event that Class Members representing more than a certain number of CSG securities subject to this Settlement choose to exclude themselves from the Settlement Class, as set forth in a separate agreement (the “Supplemental Agreement”) executed between Lead Plaintiffs and the Defendants. If the Court requires that the Supplement Agreement be filed, it shall be filed under seal with the Court. 7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for the Defendants or Co-Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest and income), less expenses which have either been incurred or disbursed for notice and administration costs pursuant to ¶2.1, or pursuant to ¶2.6 hereof, shall be refunded to CSG and its insurers pursuant to written instructions from CSG’s counsel, which instructions shall reflect CSG’s and its insurers’ respective contributions to the Settlement Fund, as well as repayment of their respective pro rata shares of any interest and income. At the request of counsel for the Defendants, the Escrow Agent or its designees shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund, at the written direction of counsel to the Defendants. 7.5 In the event that the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled the terms and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach provisions of the terms hereofStipulation, any other Party, provided that it is in substantial compliance with the terms exception of this Agreement¶¶1.1-1.20, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein2.4, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives2.6, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.12.7, 6.2, 9.17.4-7.5 and 8.3-8.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or 9.2 abovein any other proceeding for any purpose, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of January 6, 2011, and shall be required to present an amended schedule to the status quo ante with respect Court. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Distribution or the amount of any attorneys’ fees, costs, expenses, and interest awarded by the Court to Co-Lead Counsel shall constitute grounds for cancellation or termination of the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The Orbital ATK has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as provided in required by ¶3.1 hereof; (e) the Federal Rules of Civil ProcedureCourt has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.08 hereof. 9.27.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3, ¶7.4 hereof unless Class Lead Counsel and Defendant’s Counsel counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with this Agreement. If any Party is in material breach the Settlement. 7.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award Class have timely and Ohio Fee Award to Class Counsel set forth above or the incentive award to validly requested exclusion from the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms provisions of this Agreement shall be treated as vacated, nunc pro tuncthe Notice Order and the Notice given pursuant thereto, and if (a) the Parties shall be returned to total number of shares of Orbital ATK common stock purchased by such Persons during the status quo ante with respect to the Actions as if this Agreement had never been entered intoClass Period, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.or

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 6.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (ai) This Agreement has been signed by the Parties and Class Counsel, and entry of the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedPreliminary Approval Order; (bii) The Court has entered an order granting Preliminary Approval the Court’s entry of the AgreementJudgment; (ciii) The Court has entered a Final Approval Order finally approving the Agreementpayment of the Fee and Expense Amount in accordance with Section IV, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure¶¶ 5.1-5.2 herein; and (div) the Judgment has become Final. 6.2 If any of the conditions specified in Section IV, ¶ 6.1 are not met, then the Stipulation shall be cancelled and terminated subject to Section IV, ¶ 6.4, and Plaintiffs and Defendants shall be restored to their respective positions in the Derivative Action as of the date immediately preceding the date of this Stipulation unless Plaintiffs’ Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Stipulation. 6.3 Each of the Parties shall have the right to terminate the Settlement by providing written notice of their election to do so to all other Parties within twenty (20) calendar days of the date on which: (i) the Court refuses to approve this Stipulation, or the terms contained herein, in any material respect; (ii) the Preliminary Approval Order is not entered in substantially the form attached as Exhibit C hereto; (iii) the Judgment is not entered in substantially the form attached as Exhibit D hereto; (iv) the Judgment is reversed or substantially modified on appeal, reconsideration, or otherwise; (v) the payment of the Fee and Expense Amount in accordance with Section IV, ¶¶ 5.1-5.2 herein is not made; or (vi) the Effective Date of the Settlement cannot otherwise occur; except that such termination shall not be effective unless and until the terminating Party has, within twenty (20) calendar days of the date on which notice of the termination event has been provided to all other Parties, attempted in good faith to confer with the other Parties and/or to participate in a mediation session with the Mediator and the other Parties to attempt to remedy the issue. Any order or proceeding relating to the Fee and Expense Amount, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to cancel the Stipulation, allow for the termination of the Settlement, or affect or delay the finality of the Judgment approving the Settlement. 6.4 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, or the settlement set forth in this Agreement Settlement is terminated or fails for any reason, including pursuant to become effective in accordance with its termsSection IV, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 ¶ 6.3 above, the Parties Plaintiffs and the Defendants shall be restored to their respective positions in the Action as of the date immediately preceding the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Parties, shall not be deemed or construed to be an admission by any of the signing Parties of this Agreementany act, matter, or proposition, and shall not be used in any manner for any purpose in any subsequent proceeding in the Derivative Action or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of Section IV, ¶¶ 1.1-1.29, 5.5, 6.4, 8.5-8.20 herein, shall have no further force and effect with respect to the Parties and shall not be used in the Derivative Action or in any Final Approval Order other proceeding for any purpose, and any judgment or other order orders entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.this 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel. In the event Defendant terminates this Agreements because of Plaintiffs or Class Counsel breach of this Agreement, Class Counsel shall refund to Defendant, based upon written instructions provided by Defendant’s Counsel, any Settlement Administration costs actually incurred prior to termination. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representative from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.12: (a) a. This Agreement has been signed by the Parties Parties, Class Counsel and Class Defendant’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) b. The Court has entered an order granting a Preliminary Approval of Order approving the Agreement; (c) c. The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 12.1 The Effective Date Parties’ willingness to settle this Litigation on a class-action basis and to agree to the accompanying certification of the Settlement Class for settlement purposes is dependent on achieving finality in this Litigation and the desire to avoid the expense of this and other litigation. Consequently, the Settling Parties have the right to terminate this Settlement Agreement shall not occur Agreement, declare it null and void, with no further obligations under this Settlement Agreement, unless and until each and every one of the following events occursconditions occur: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Preliminary Approval Order; b) The Court enters a Final Approval Order finally approving Order; and c) The Effective Date has occurred; and d) The number of Opt-Outs is fewer than the Agreementagreed upon threshold of the Settlement Class Members in Paragraph 7.5. 12.2 If all of the conditions in ¶ 12.1 are not fully satisfied and the Effective Date does not occur, or a judgment substantially consistent with this Settlement Agreement that has become final may be terminated by any Settling Party by serving on counsel for the opposing Party and unappealable, following Notice and filing with the Court a Final Approval Hearing, as provided in the Federal Rules written notice of Civil Procedure; andtermination within 14 calendar days’ notice before becoming effective. (d) 12.3 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, Court or the settlement set forth in this Settlement Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, ¶ 12.2: (a) the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation that existed prior to August 11, 2023 and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or litigant, which extension shall be subject to the decision of the date Court; and (b) the terms and provisions of the signing of this Agreement. In such eventSettlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this Agreement the Settlement Agreement, including certification of the Settlement Class for settlement purposes only, shall be treated as vacated, nunc pro tunc, and the Parties shall be returned . Notwithstanding any statement in this Settlement Agreement to the status quo ante with respect contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of any requested Attorneys’ Fees and Expenses Award to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event Settlement Class Counsel shall constitute grounds for cancellation or termination of the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorAgreement.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.this 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with the Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant based upon written instructions provided by Defendant’s Counsel. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorneys’ fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representatives from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the Parties Parties, Class Counsel and Class Defendant’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which and that has the Parties have consentedconsent of the Parties, that such Alternative Approval Order has become final and unappealableJudgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 9.3 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesabove, regardless of the amounts amount awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs: (a) This this Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The the Court has entered an order granting Preliminary Approval of the Agreement; (c) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Defendants’ Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above9.2, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementAgreement is fully executed. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, and less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement FundFunds, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event event, in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.112.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) 12.1.1. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendants’ counsel; (b) 12.1.2. The Court has entered the Preliminary Approval Order; 12.1.3. The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Settlement Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; 12.1.4. The Court has certified the Class in accordance with the Class definition in this Agreement; 12.1.5. The Court has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In 12.1.6. The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.212.2. If some or all of the conditions specified in Paragraph 9.1 12.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.310.1, unless Class Counsel and Defendant’s Defendants’ Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesabove, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.312.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.110.1, 6.2, 9.112.1, or 9.2 12.2 above, no party will be estopped as a result of the termination, and the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Paragraph 13.4 below, this Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the Parties Parties, Class Counsel and Class Defendant CCL’s Counsel, Defendant VOMT’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant Xxxxxxx’x Counsel; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Settlement Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Defendants’ Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Paragraph 10.4 below, this Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Preliminary Approval Order, as required by ¶3.1 hereof, substantially in the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedform set forth in Exhibit A attached hereto; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The the Settling Defendants have not exercised their option to terminate the Settlement pursuant to ¶7.3 hereof; (d) the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil ProcedureJudgment; and (de) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.27.2 Upon the Effective Date, any and all remaining interest or right of the Settling Defendants or the Settling Defendants’ insurers in or to the Settlement Amount, if any, shall be absolutely and forever extinguished and the releases herein shall be effective. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶7.4 hereof unless Class Lead Counsel and Defendant’s Counsel counsel for the Settling Defendants mutually agree in writing to waive any condition that has not been satisfied and proceed with this Agreement. If any Party is in material breach the Settlement. 7.3 Any of the terms hereofSettling Defendants, any other Partyand only the Settling Defendants, shall have the option to terminate the Settlement as to himself (in the case of Xxxx) or themselves (in the case of Xxxxxxx and Xxxxx) if: (a) the Court declines to approve the proposed settlement of the Xxxxxx Litigation or the settlement of the Xxxxxx Litigation is otherwise terminated, provided that it is any Settling Defendant electing to terminate the Settlement pursuant to this subparagraph notifies Lead Counsel and the Escrow Agent in substantial compliance with writing of such termination within thirty (30) days of the terms of this AgreementXxxxxx Litigation settlement’s disapproval or termination, may terminate this Agreement and such termination shall have no effect on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision Settlement as to any Settling Defendant(s) not opting to terminate the amount of the Illinois Fee Award and Ohio Fee Award Settlement pursuant to Class Counsel set forth above or the incentive award to this subparagraph; or (b) valid requests for exclusion from the Class Representatives, regardless of exceed the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons criteria set forth in Paragraphs 6.1, 6.2, 9.1the Supplemental Agreement (the “Opt Out Threshold”) executed between Plaintiffs and the Settling Defendants through their respective counsel concurrently with this agreement. The terms of the Supplemental Agreement shall not be disclosed in any other manner other than the statements herein and in the Notice, or 9.2 aboveas otherwise provided in the Supplemental Agreement, unless and until the Court otherwise directs or a dispute arises between Plaintiffs and the Settling Defendants concerning its interpretation or application; provided, however, that the Settling Defendants may include a copy of the Supplemental Agreement with the Opt Out Threshold redacted in the CAFA Notice. If submission of the Supplemental Agreement to the Court is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will undertake to have the Court review the Supplemental Agreement in camera without filing it on the docket. If the Court requires that the Supplemental Agreement be filed, the Settling Parties shall request that it be filed under seal or with the Opt Out Threshold redacted. 7.4 Unless otherwise ordered by the Court, if the Settlement is not approved by the Court or the Settlement is terminated, canceled, or the Effective Date otherwise fails to occur, within ten (10) calendar days after written notification of such event is sent by Settling Defendants’ Counsel or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less Taxes, Tax Expenses, and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶2.9 and 2.10 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.9 and 2.10 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from the respective Settling Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from the Settling Defendants’ Counsel. In the event that any funds received by Lead Counsel consistent with ¶6.3 have not been refunded to the Settlement Fund within ten (10) calendar days specified in this paragraph, those funds shall be refunded by the Escrow Agent to the Settling Defendants (or such other Persons as Settling Defendants may direct) immediately upon their deposit into the Escrow Account consistent with ¶6.3. 7.5 If the Settlement is not approved by the Court or the Settlement is terminated, canceled, or the Effective Date otherwise fails to occur, the Settling Parties shall be restored to their respective positions in the Action Litigation as of the date of the signing of this AgreementJune 4, 2021 (as to Settling Defendant Xxxx), and June 18, 2021 (as to Settling Defendants Xxxxxxx and Xxxxx), accordingly. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶2.8-2.11, 6.3-6.5, 7.4-7.6, and 8.5-8.6 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, expenses, and interest awarded by the Parties shall be returned Court to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as any of Plaintiffs’ Counsel or expenses to the Plaintiffs named in shall operate to terminate or cancel the Second Amended ComplaintSettlement or constitute grounds for cancellation or termination of the Settlement. 9.47.6 If the Settlement is not approved by the Court or the Settlement is terminated, canceled, or the Effective Date otherwise fails to occur, neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.9 or 2.10. In addition, any expenses already incurred pursuant to ¶¶2.9 or 2.10 hereof at the time of such termination or cancellation but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the balance being refunded in accordance with ¶¶2.11 and 7.4 hereof. 7.7 The Settling Defendants warrant and represent that they are not “insolvent” within the meaning of 11 U.S.C. §101(32) as of the time the Stipulation is executed. This representation is made by the Settling Defendants and not by Settling Defendants’ Counsel. In the event of a Final order of a court of competent jurisdiction, not subject to any further proceedings, determining the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from transfer of the Settlement Fund, shall or any portion thereof, by or on behalf of the Settling Defendants to be returned a voidable preference, voidable transfer, fraudulent transfer, or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required to Defendant be refunded and such amount is not promptly deposited in the Settlement Fund by or its Insurer within thirty (30) calendar days after written notification on behalf of such event the Settling Defendants, then, at the election of Plaintiffs, the Settlement may be terminated and the Judgment entered in accordance with instructions provided by Defendant’s Counsel favor of the Settling Defendants pursuant to the Settlement Administratorshall be null and void. Alternatively, at the election of Plaintiffs, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Settling Defendants and that the Settling Defendants and Plaintiffs and the Members of the Class shall be restored to their litigation positions as of June 4, 2021 (as to Settling Defendant Xxxx) and June 18, 2021 (as to Settling Defendants Xxxxxxx and Xxxxx), accordingly, and the Settlement Fund, less any amounts disbursed or incurred pursuant to ¶2.9 and ¶2.10, shall be promptly returned.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the Parties Settling Parties, Class Counsel and Class Hearst’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order an order finally approving the Settlement Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.2. If some or all of the conditions specified in Paragraph Provision 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Provision 9.3, unless Class Counsel and DefendantHearst’s Counsel mutually agree in writing to proceed with this Agreement. If any Settling Party is in material breach of the terms hereof, any other Settling Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Settling Parties. Notwithstanding anything herein, the Settling Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs Provisions 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Provision 10.4 below, this Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorSettling Parties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date means one (1) business day after the occurrence of this Settlement Agreement shall not occur unless and until each and every one all of the following events occurs: events: (ai) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) pursuant to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court; and (ii) the time to appeal or seek permission to appeal from the Final Approval Order has expired or, if appealed, the appeal has been dismissed in its entirety, or the settlement set forth Final Approval Order has been affirmed in its entirety by the court of last resort to which such appeal may be taken, and such dismissal or affirmance has become no longer subject to further appeal or review. Notwithstanding the above, any order modifying or reversing any Attorneys’ Fees and Expense Award or Service Award made in this case shall not affect the calculation of the Effective Date. 9.2 If the Court does not approve the Settlement Agreement is terminated or fails to become effective in accordance with its termsthe Effective Date does not occur for any reason, then this the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶ 9.5 unless Class Counsel and Defendant’s Counsel counsel mutually agree in writing to proceed with this the Settlement Agreement. If any Party is in material breach of . 9.3 Within seven (7) days after the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinOpt-Out Date, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award Claims Administrator shall furnish to Class Counsel set forth above and to Defendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons releases set forth in Paragraphs ¶¶ 6.1, 6.2, 9.1and 6.3 above are not approved by the Court, the Effective Date does not occur for any reason, or 9.2 above, the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Party or Party’s counsel, and (b) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventParties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, the Settlement Fund shall be used to pay any Costs of Claims Administration that have already been incurred by the Claims Administrator, and the Parties remaining Settlement Fund shall be returned paid back to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder, as required by ¶ 3.1; (cb) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, approval to the settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (dc) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.15. 9.2. If some or all of the conditions specified in Paragraph ¶ 9.1 hereof are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶ 9.3 unless Proposed Class Counsel and Defendant’s Counsel Defendants’ counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If this In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (i) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as if the Agreement had never been entered into (and without prejudice to any of the date Parties’ respective positions on the issue of class certification or any other issue) and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party, and (b) the terms and provisions of the signing of this Agreement. In such eventSettlement Agreement shall be void and have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, including but not limited to ¶ 9.4, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees and litigation costs or expenses and/or the Parties service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, Defendants shall be returned obligated to pay amounts already billed or incurred for costs of Notice and Claims Administration and shall not, at any time, seek recovery of same from any other party to the status quo ante with respect Litigation or from counsel to any other party to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintLitigation. 9.4. In This Settlement Agreement may be terminated and/or cancelled by any of the event Parties if (i) the Court rejects, materially modifies, materially amends, or changes, or declines to preliminarily approve or finally approve the Settlement Agreement apart from the award of attorneys’ fees and expenses; (ii) an appellate court reverses the Preliminary Approval Order and/or Judgment, and the Settlement Agreement is terminated not reinstated and finally approved without material change by the Court on remand; or fails to become effective for (iii) the Court or any reasonreviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the Illinois Settlement Fund and Ohio Settlement Fundproposed Preliminary Approval Order, together with any earnings thereon at the same rate as earnedPreliminary Approval Order, less any taxes paid the proposed Judgment, the Judgment, or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement FundAgreement, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification other than the amount of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorattorneys’ fees and expenses.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.on 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representative from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 10.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Defendant has not exercised its option to terminate the Settlement Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed;pursuant to ¶ 4.3, (b) The the Court has entered an order the Judgment granting Preliminary Approval of final approval to the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (dc) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.12. 9.2. 10.2 If some or all of the conditions specified in Paragraph 9.1 ¶ 1.12 hereof are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel counsel mutually agree in writing to proceed with this the Settlement Agreement. If any Party is in material breach of . 10.3 Within fourteen (14) days after the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinOpt-Out Date, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award Settlement Administrator shall furnish to Class Counsel and to Defendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 10.4 In the event that the Settlement Agreement or the releases set forth in ¶ 6.1 above are not approved by the Court or the incentive award to Settlement set forth in the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (i) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party, and (b) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventSettling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or Service Awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Class, Settlement Administration, and the Parties Dispute Resolution pursuant to ¶¶ 2.4, 3.2, 9.1-9.4 above and shall be returned not, at any time, seek recovery of same from any other party to the status quo ante with respect Litigation or from counsel to any other party to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintLitigation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder, as described in ¶ 3.1; (cb) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, approval to the settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (dc) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.13. 9.2. If some or all of the conditions specified in Paragraph ¶ 9.1 hereof are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶ 9.3 unless Proposed Class Counsel and DefendantSystems East’s Counsel counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If this In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (i) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as if the Agreement had never been entered into (and without prejudice to any of the date Parties’ respective positions on the issue of class certification or any other issue) and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party, and (b) the terms and provisions of the signing of this Agreement. In such eventSettlement Agreement shall be void and have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, including but not limited to ¶ 9.4, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees and litigation costs or expenses and/or the Parties service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, Systems East shall be returned obligated to pay amounts already billed or incurred for costs of Notice and Claims Administration and shall not, at any time, seek recovery of same from any other party to the status quo ante with respect Litigation or from counsel to any other party to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintLitigation. 9.4. In This Settlement Agreement may be terminated and/or cancelled by any of the event Parties if (i) the Court rejects, materially modifies, materially amends, or changes, or declines to preliminarily approve or finally approve the Settlement Agreement apart from the award of attorneys’ fees and expenses; (ii) an appellate court reverses the Final Approval Order and/or Judgment, and the Settlement Agreement is terminated not reinstated and finally approved without material change by the Court on remand; or fails to become effective for (iii) the Court or any reasonreviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the Illinois Settlement Fund and Ohio Settlement Fundproposed Preliminary Approval Order, together with any earnings thereon at the same rate as earnedPreliminary Approval Order, less any taxes paid the proposed Judgment, the Judgment, or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement FundAgreement, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification other than the amount of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorattorneys’ fees and expenses.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to approve, in whole or in part, the amount of the Illinois Fee Award and Ohio Fee Award attorneys’ fees payment to Class Counsel and/or the service award set forth in Paragraph 8 above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with the Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.the

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Settlement Amount has been signed by deposited into the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedEscrow Account; (b) The the Court has entered an order granting the Preliminary Approval of Order, as required by ¶3.1 hereof, substantially in the Agreementform set forth in Exhibit A attached hereto; (c) The the Court has entered a Final Approval Order finally approving granted final approval to the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableas described herein, following Notice notice to the Class and a Final Approval Hearinghearing, as provided in required by Rule 23 of the Federal Rules of Civil Procedure, and entered the Judgment, or a judgment substantially in the form of Exhibit B attached hereto; (d) OneMain has not exercised its option to terminate the Stipulation pursuant to ¶7.3 hereof; and (e) the Judgment has become Final, as defined in ¶1.10 hereof. 7.2 Upon the Effective Date, any and all remaining interest or right of the Defendants and/or the Defendants’ insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished and the releases herein shall be effective. If the conditions specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for the Defendants mutually agree in writing to proceed with the Stipulation. 7.3 OneMain shall have the option to terminate the Settlement in the event that Class Members representing more than a certain percentage of OneMain common shares subject to this Settlement exclude themselves from the Class in accordance with the Notice, as set forth in a confidential separate agreement (the “Supplemental Agreement”) to be executed between Plaintiff and Defendants, by and through their counsel, concurrently with this agreement. The terms of the Supplemental Agreement shall not be disclosed in any other manner other than the statements herein and in the Notice, or as otherwise provided in the Supplemental Agreement unless and until the Court otherwise directs or a dispute arises between Plaintiff and Defendants concerning its interpretation or application. If submission of the Supplemental Agreement to the Court is required for resolution of a dispute or is otherwise ordered by the Court, the parties will undertake to have the Court review the Supplemental Agreement in camera without filing it on the docket. If the Court requires that the Supplemental Agreement be filed, the parties shall request that it be filed under seal or with the percentage redacted. 7.4 Each of Plaintiff and Defendants shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so (“Termination Notice”) to all other parties hereto within thirty (30) calendar days of: (a) the Court’s refusal to enter the Preliminary Approval Order substantially in the form set forth in Exhibit A attached hereto; (b) the Court’s refusal to approve this Stipulation; (c) the Court’s refusal to enter the Judgment, or a judgment substantially in the form of Exhibit B attached hereto; (d) the date upon which the Judgment is reversed or vacated or altered following any appeal taken therefrom, or is successfully collaterally attacked; or (e) the failure of the Effective Date to occur for any reason. For avoidance of doubt, no order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, expenses, and interest awarded by the Court to Lead Counsel or any amount awarded to Plaintiff shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 7.5 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for the Defendants or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been disbursed pursuant to ¶¶2.5 and 2.7 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.5 and 2.7 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from Defendants’ Counsel. 7.6 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as of the date of the signing of this AgreementMarch 20, 2019. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1- 1.30, 2.5-2.8, 6.3-6.4, 7.4-7.6, and 9.5 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, expenses, and interest awarded by the Parties Court to any of plaintiffs’ counsel or award to Plaintiff pursuant to 15 U.S.C. §78u-4(a)(4) shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 7.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither Plaintiff nor any of his counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.5 or 2.7. In addition, any expenses already incurred pursuant to ¶¶2.5 or 2.7 hereof at the time of such termination or cancellation but which have not been paid, shall be returned paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the status quo ante balance being refunded in accordance with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint¶¶2.8 and 7.5 hereof. 9.4. 7.8 In the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from transfer of the Settlement Fund, shall or any portion thereof, by or on behalf of Defendants to be returned a voidable preference, voidable transfer, fraudulent transfer, or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required to Defendant be refunded and such amount is not promptly deposited in the Settlement Fund by or its Insurer within thirty (30) calendar days after written notification on behalf of such event any Defendant, then, at the election of Plaintiff, as to Defendants, the Settlement may be terminated and the Judgment entered in accordance with instructions provided by Defendant’s Counsel favor of Defendants pursuant to the Settlement Administratorshall be null and void and the Settlement Fund shall be promptly returned. Alternatively, at the election of Plaintiff, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and that the Defendants and Plaintiff and the Members of the Class shall be restored to their litigation positions as of March 20, 2019, and the Settlement Fund shall be promptly returned.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 10.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Defendant has not exercised their option to terminate the Settlement Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedpursuant to ¶ 4.3; (b) The the Court has entered an order the Judgment granting Preliminary Approval final approval to the settlement and certification of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, Class as provided in the Federal Rules of Civil Procedureset forth herein; and (dc) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.13. 9.2. 10.2 If some or all of the conditions specified in Paragraph 9.1 ¶ 1.13 hereof are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel counsel mutually agree in writing to proceed with this the Settlement Agreement. If any Party is in material breach of . 10.3 Within 10 days after the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinOpt-Out Date, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award Settlement Administrator shall furnish to Class Counsel and to Defendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 10.4 In the event that the Settlement Agreement including the releases are not approved by the Court or the settlement set forth above or in the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (i) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventSettling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Class, Settlement Administration, and the Parties Dispute Resolution and shall be returned not, at any time, seek recovery of same from any other party to the status quo ante with respect Litigation or from counsel to any other party to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintLitigation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until ten (10) days after each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In the event that The Final Judgment has become Final, as defined above, or, if the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph paragraph 9.1 are not met, or in the event that if this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, paragraph 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.is 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, paragraphs 6.1 or 6.2 and/or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of moment just prior to the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration . Within five (5) business days after written notification of termination as provided in this Agreement is sent to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event other Parties, the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned(including accrued interest thereon), less any taxes paid or dueSettlement Administration costs actually incurred, less Settlement Administrative Expenses actually incurred and paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant, based upon written instructions provided by Defendant’s Counsel. If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, plus interest. If the attorney fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall be returned to Defendant or its Insurer within thirty (30) calendar days after repay to DocuSign Envelope ID: C942345B-F242-41E4-A1EA-ABFF0BD1F4E5 Defendant, based upon written notification of such event in accordance with instructions provided by Defendant’s Counsel, the attorneys’ fees and costs paid to Class Counsel to and/or Class Representative from the Settlement AdministratorFund, in the amount vacated or modified, plus interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Settlement Amount has been signed by deposited into the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedEscrow Account; (b) The the Court has entered the Preliminary Approval Order, as required by ¶3.1 hereof; (c) the Court has entered the Judgment, or a judgment substantially in the form of Exhibit B attached hereto; (d) the Foundation has not exercised its option to terminate the Stipulation pursuant to ¶8.4 hereof; (e) the Judgment has become Final, as defined in ¶1.13 hereof; and (f) the State Court has entered an order granting Preliminary Approval dismissing the State Litigation with prejudice, and the State Court’s order dismissing the State Litigation with prejudice has become Final, as defined in ¶1.13 hereof. 8.2 Upon the Effective Date, any and all remaining interest or right of Defendants in or to the Agreement;Settlement Fund, if any, shall be absolutely and forever extinguished. 8.3 If the conditions specified in ¶8.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶¶8.5-8.7 hereof unless Federal Lead Counsel and State Lead Counsel and counsel for all Defendants mutually agree in writing to proceed with the Stipulation. 8.4 If Persons who would otherwise be Settlement Class Members have timely requested exclusion from this settlement in accordance with the Notice, the Foundation shall have the option to terminate the settlement in the event that Settlement Class Members representing more than 5% of all XTZ tokens allocated in the Tezos genesis block (ci.e. 38,000,000 of XTZ tokens) The Court has entered a Final Approval Order finally approving exclude themselves from the AgreementClass. 8.5 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or a judgment substantially consistent be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for any Defendant or Federal Lead Counsel and State Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been disbursed pursuant to ¶¶2.10 or 2.12 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.10 or 2.12 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from the Tezos Foundation’s counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with this Settlement Agreement that has become final and unappealablesuch application(s) for refund, following Notice and a Final Approval Hearing, as provided in pursuant to written instructions from the Federal Rules of Civil Procedure; andTezos Foundation’s counsel. (d) 8.6 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, Court or the settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigations as of the date of the signing of this AgreementNovember 25, 2019. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.39, 2.10-2.13, 6.9, 7.3, 7.5, 8.5-8.7, 9.7, and 9.9 hereof, shall be null and void, have no further force and effect, and shall not be used in these Litigations or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and shall not be used in the Parties Litigations or in any other proceeding for any purpose. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation, or any attorneys’ fees, expenses, and interest awarded by the Court to Federal Lead Counsel or State Lead Counsel, or any other plaintiff’s counsel, or any order of the Court or State Court concerning the amount of any service award, shall operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the Stipulation. 8.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither Federal Lead Plaintiff nor State Plaintiff nor any of their counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶2.10 or 2.12. In addition, any expenses already incurred pursuant to ¶¶2.10 or 2.12 hereof at the time of such termination or cancellation but which have not been paid, shall be returned paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the status quo ante balance being refunded in accordance with respect to ¶¶2.13 and 8.5 hereof. 8.8 The Tezos Foundation warrants and represents that it is not “insolvent” within the Actions meaning of 11 U.S.C. §101(32) as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration of the time the Stipulation is executed and anticipates it will not be as to of the Plaintiffs named time the payments of the Settlement Amount are actually transferred or made as reflected in the Second Amended Complaint. 9.4Stipulation. This representation is made by the Tezos Foundation and not by the Foundation’s counsel. In the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer of the Settlement is terminated or fails Amount to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, or any portion thereof, by the Foundation to be a voidable preference, voidable transfer, fraudulent transfer, or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required to be refunded, then the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of Defendants, the Settling Parties shall be returned restored to Defendant or its Insurer within thirty (30) calendar days after written notification their litigation positions as of such event in accordance with instructions provided by Defendant’s Counsel to November 25, 2019, and the Settlement AdministratorFund shall be promptly returned.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court has entered an order granting Preliminary Approval of Defendants have not exercised their option to terminate the AgreementStipulation pursuant to ¶7.3 hereof; (c) The the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as provided in required by ¶3.1 hereof; (d) the Federal Rules of Civil ProcedureCourt has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Plaintiffs and the Defendants, as set forth above; and (de) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.10 hereof. 9.27.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and if the total number of shares of JCPenney common stock and shares underlying exchange-traded call options on JCPenney common stock purchased or acquired, or exchange-traded put options sold, by such Persons during the Class Period equals or exceeds an amount specified in a separate Supplemental Agreement Regarding Requests for Exclusion (“Supplemental Agreement”) executed between Plaintiffs and Defendants, then Defendants shall have the option to terminate this Stipulation and Settlement in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute between Plaintiffs and Defendants concerning their interpretation or application arises. Copies of all requests for exclusion received, together with copies of all written revocations of requests for exclusion, shall be delivered to Defendants’ counsel by Lead Counsel within the sooner of two (2) days of Lead Counsel’s receipt or seven (7) days prior to the Settlement Hearing. JCPenney may terminate the Stipulation and Settlement by serving written notice of termination on the Court and Lead Counsel on or before ten (10) days after the deadline for requests for exclusion, on or before five (5) days after the Court grants additional time for exclusion for any reason, or on or before three (3) days before the Settlement Hearing, whichever occurs last. In the event that JCPenney serves a written notice of termination, JCPenney may withdraw its written notice of termination by providing written notice of such withdrawal to Lead Counsel and to the Court by no later than 5:00 PM Central Time on the day prior to the Settlement Hearing, or by such later date as shall be agreed upon in writing as between Lead Counsel and Defendants’ counsel. 7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within fourteen (14) days after written notification of such event is sent by counsel for Defendants or to the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶2.7 or 2.8 hereof, shall be refunded pursuant to written instructions from Defendants’ counsel. At the request of counsel for Defendants, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund, at the written direction of Defendants’ counsel. 7.5 In the event that this Settlement Agreement the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementApril 20, 2017. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.26, 2.8- 2.9, 7.2, and 8.4-8.5 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any Judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of April 20, 2017. No order of the Court or modification or reversal on appeal of any such order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees and expenses, and interest awarded by the Court to Lead Counsel or Plaintiffs shall constitute grounds for cancellation or termination of the Stipulation. 7.6 JCPenney warrants and represents that, as of the time this Stipulation is executed and as of the time the Settlement Amount is actually transferred or made as reflected in this Stipulation, it is not “insolvent” within the meaning of 11 U.S.C. §101(32). If, before the Settlement becomes Final, JCPenney files for protection under the Bankruptcy Code, or any similar law, or a trustee, receiver, conservator, or other fiduciary is appointed under bankruptcy, or any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of money or any portion thereof to the status quo ante Escrow Agent by or on behalf of JCPenney to be a preference, voidable transfer, fraudulent transfer or similar transaction and any portion thereof is required to be returned, and such amount is not promptly deposited with respect to the Actions as if this Agreement had never been entered intoEscrow Agent by others, including Defendant’s right to seek to compel arbitration as to then, at the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reasonelection of Lead Plaintiff, the Illinois Settlement Fund Settling Parties shall jointly move the Court to vacate and Ohio Settlement Fund, together with any earnings thereon at set aside the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred release given and paid or payable from the Settlement Fund, Judgment entered in favor of the Defendants and that the Defendants and Plaintiffs and the members of the Class shall be returned restored to Defendant or its Insurer within thirty (30) calendar days after written notification their litigation positions as of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorApril 20, 2017.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.17.1 Lead Counsel and Defendants’ counsel shall request that the Court enter a Judgment, substantially in the form attached hereto as Exhibit B, if the Settlement contemplated by this Stipulation is approved by the Court. The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence or waiver of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedStipulation; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶7.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as required by ¶3.1 hereof; (e) the Court has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Lead Plaintiff and the Class and Defendants, with each party to bear its own fees, costs, and expenses (except as expressly provided in herein or by the Federal Rules of Civil ProcedureCourt), as set forth above; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.8 hereof. 9.27.2 Upon the occurrence or waiver of all of the events referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not metmet or waived, then the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and counsel for Defendants on behalf of their respective clients mutually agree in writing to proceed with the Settlement. 7.3 If the Court provides an additional opportunity for Class Members to request exclusion from the Class, and if, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely and validly requested exclusion from the Class in accordance with the Notice given pursuant thereto, such that the combined number of Under Armour Class A and Class C common stock represented by such exclusion requests equals or exceeds an amount specified in a separate Supplemental Agreement Regarding Requests for Exclusion (“Supplemental Agreement”) executed between Lead Plaintiff and Defendants, then Defendants shall have the option to terminate this Stipulation and Settlement in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement is confidential and will not be submitted to the Court unless and until a dispute between Lead Plaintiff and Defendants concerning its interpretation or application arises, or unless the Settling Parties are ordered by the Court to do so, in which cases the Supplemental Agreement may be submitted to the Court in camera, with such submission being carried out to preserve the confidentiality of the terms of the Supplemental Agreement to the fullest extent possible in accordance with the practices of the Court. 7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within fourteen (14) calendar days after written notification of such event is sent by counsel for Defendants to the Escrow Agent, the Settlement Fund (including any accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶2.9 or 2.10 hereof, shall be refunded pursuant to written instructions from Defendants’ counsel to the party, parties, or insurers that this paid the Settlement. At the request of counsel for Defendants, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Agreement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund, at the written direction of Defendants’ counsel to the party, parties, or insurers that paid the Settlement within twenty-one (21) calendar days from the date of the notice from counsel for Defendants. 7.5 In the event that the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementJune 20, 2024. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.29, 2.9- 2.11, 7.4, 8.1, and 9.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any Judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of June 20, 2024. No order of the status quo ante with respect Court or modification or reversal on appeal of any such order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees and expenses, and interest awarded by the Court to Lead Counsel or Lead Plaintiff shall constitute grounds for cancellation or termination of the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.47.6 Each of the Defendants warrants and represents that, as of the time this Stipulation is executed and as of the time the Settlement Amount is actually transferred or made as reflected in this Stipulation, it is not “insolvent” within the meaning of 11 U.S.C. §101(32). In the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from transfer of the Settlement Fund, shall or any portion thereof, by or on behalf of any Defendant to be returned a preference, voidable transfer, fraudulent transfer or similar transaction under Title 11 of the United States Code (Bankruptcy) or applicable state law and any portion thereof is required to be refunded and such amount is not promptly deposited in the Settlement Fund by or on behalf of any other Defendant, then, at the election of Lead Counsel, as to the Defendant or its Insurer within thirty (30) calendar days after written notification as to whom such order applies, the Settlement may be terminated and the releases given and the judgment entered in favor of such event in accordance with instructions provided by Defendant’s Counsel Defendant pursuant to the Settlement Administratorshall be null and void. In such instances, the releases given and the judgments entered in favor of other Defendants shall remain in full force and effect. Alternatively, Lead Counsel may elect to terminate the entire Settlement as to all Defendants and all of the releases given and the judgments entered in favor of the Defendants pursuant to the Settlement shall be null and void and Lead Plaintiff may proceed as if the Settlement was never entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) b. The District Court has entered an order granting Preliminary Approval of the Agreement; c. The Bankruptcy Court enters final and unappealable orders approving the Bankruptcy Settlements; d. The Settlement Fund is fully funded with Nine Hundred Twenty Thousand Dollars (c) $920,000.00); e. The District Court has entered a Final Approval Order an order finally approving the Agreement, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) f. In the event that the District Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the District Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the District Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it they be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, and Defendant’s entry into the Settlement Agreement shall not be considered, in any way, as an admission concerning liability or the propriety of class certification. In such event, any Final Approval Order Judgment or other order entered by the District Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting the Order of Preliminary Approval and Publishing of the AgreementNotice of a Final Fairness Hearing, as required by ¶ 3.1; (b) PTHC has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.4; c) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, approval to the settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.14. 9.2. If some or all of the conditions specified in Paragraph ¶ 9.1 hereof are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶ 9.3 unless Proposed Class Counsel and DefendantPTHC’s Counsel counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If The Parties agree for the purposes of this Settlement Agreement only, to the certification of the Class and the Settlement Class. In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (a) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as if the Agreement had never been entered into (and without prejudice to any of the date Parties respective positions on the issue of class certification or any other issue) and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the signing of this Agreement. In such eventSettlement Agreement shall be void and have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, including but not limited to ¶ 9.4, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorney’s fees and litigation costs and/or the service award shall constitute grounds for cancellation or termination of the Settlement Agreement. The Parties’ agreement to the certification of the Class and the Settlement Class is also without prejudice to any position asserted by the Parties in any other proceeding, case or action, as to which all other rights are specifically preserved. Further, notwithstanding any statement in this Settlement Agreement to the contrary, PTHC shall be returned obligated to pay amounts already billed or incurred for costs of notice to the status quo ante with respect Settlement Class and Claims Administration and shall not, at any time, seek recovery of same from any other party to the Actions as if this Agreement had never been entered into, including Defendant’s right Litigation or from counsel to seek to compel arbitration as any other party to the Plaintiffs named in the Second Amended ComplaintLitigation. 9.4. In This Settlement Agreement may be terminated and/or cancelled by any of the event Parties if (i) the Court rejects, materially modifies, materially amends, or changes, or declines to preliminarily approve or finally approve the Settlement Agreement apart from the award of attorneys’ fees and costs; (ii) an appellate court reverses the Preliminary Approval Oder and/or Judgment, and the Settlement Agreement is terminated not reinstated and finally approved without material change by the Court on remand; or fails to become effective for (iii) the Court or any reasonreviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the Illinois Settlement Fund and Ohio Settlement Fundproposed Preliminary Approval Order, together with any earnings thereon at the same rate as earnedPreliminary Approval Order, less any taxes paid the proposed Judgment, the Judgment, or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement FundAgreement, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification other than the amount of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorattorneys’ fees and costs.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.If 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel. In the event Defendant terminates this Agreements because of Plaintiff’s or Class Counsel’s breach of this Agreement, Class Counsel shall refund to Defendant, based upon written instructions provided by Defendant’s Counsel, any Settlement Administration costs actually incurred prior to termination. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representative from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.the 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.2 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant or Defendant’s insurers, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Representative Plaintiff from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.112.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s counsel; (b) b. This Agreement has been approved by the Denver City Council; c. The Court has entered the Preliminary Approval Order; d. The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Settlement Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In e. The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.212.2. If some or all of the conditions specified in Paragraph 9.1 13.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesabove, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.312.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.110.1, 6.2, 9.112.1, or 9.2 12.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Paragraph 13.4 below, this Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.11: (a) This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) The Court has entered an order granting the Preliminary Approval of Order approving the Agreement; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in and has entered the Federal Rules of Civil ProcedureFinal Approval Order, or a judgment materially identical to the Final Approval Order, and such order or judgment has become final and unappealable; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or of all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject subjection to Paragraph 9.3Section 9.4, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award Incentive Award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the this Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement Agreement, including, but not limited to, class certification, shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this 9.1 This Settlement Agreement shall not occur become effective unless and until each and every one of the following events occurshas occurred: (a) This Agreement has been signed by the Parties Plaintiffs, Monitronics, and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting the Preliminary Approval of the Agreement;Order; and (c) The Court has entered a the Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableJudgment, following Notice notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedureor a final approval order and judgment substantially consistent with this Agreement; and (d) In All appeals have been resolved or the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order time for filing any appeal has become final and unappealablerun. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.2 If this Agreement is terminated or fails to become effective for is not approved by the reasons set forth in Paragraphs 6.1, 6.2, 9.1, Court or 9.2 abovean order approving the Agreement is reversed on appeal, the Parties shall be restored to their respective positions in the Action MDL as of the date of the signing of this Agreement. In such event, any Final Approval Order and Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions litigation as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to . If the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated termination or fails failure to become effective for any reasonoccurs before the Preliminary Approval Order is entered, the Illinois Settlement Fund and Ohio Settlement Fund, together with Parties agree that Monitronics shall have no obligation to make any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from payment to the Settlement Fund, Administrator and that any sums on deposit with the Settlement Administrator shall be returned to Defendant Monitronics. If the termination or its Insurer within thirty (30) calendar days failure to be approved occurs after written notification of such event the initial payment, provided for in accordance with instructions provided by Defendant’s Counsel Section 2.2, above, has been made to the Settlement AdministratorAdministrator and charges have been incurred, then any sums not necessary for incurred expenses, or already expended upon notice at the time of the termination or failure to be approved shall be returned to Monitronics.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until ten (10) days after each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In the event that The Final Judgment has become Final, as defined above, or, if the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph paragraph 9.1 are not met, or in the event that if this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, paragraph 6.1 unless Class Counsel and Defendant’s 's Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as 's failure to the amount approve, in whole or in part, Class Counsel's request for payment of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesattorneys' fees, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.costs and/or 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, paragraphs 6.1 or 6.2 and/or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of moment just prior to the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration . Within five (5) business days after written notification of termination as provided in this Agreement is sent to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event other Parties, the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned(including accrued interest thereon), less any taxes paid or dueSettlement Administration costs actually incurred, less Settlement Administrative Expenses actually incurred and paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant, based upon written instructions provided by Defendant's Counsel. If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant's Counsel, the full amount of the attorneys' fees and costs paid to Class Counsel from the Settlement Fund, including any accrued interest. If the attorney fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall be returned to Defendant or its Insurer within thirty (30) calendar days after repay to Defendant, based upon written notification of such event in accordance with instructions provided by Defendant’s 's Counsel, the attorneys' fees and costs paid to Class Counsel to and/or Class Representative from the Settlement AdministratorFund, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by the Parties and Class Counsel¶ 3.1, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedhereof; (b) The Court Heartland has entered an order granting Preliminary Approval of not exercised its option to terminate the AgreementSettlement Agreement pursuant to ¶ 9.3 hereof; (c) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, approval to the settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶ 1.8, hereof. 9.2. 9.2 If some or all of the conditions specified in Paragraph ¶ 9.1 hereof are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its termssatisfied, then this the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3¶ 9.4 hereof, unless Co-Lead Settlement Class Counsel and Defendant’s Counsel counsel for Heartland mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.39.3 Within seven (7) days after the deadline established by the Court for Persons to request exclusion from the Settlement Class, Co-Lead Settlement Class Counsel shall furnish to counsel for Heartland a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). If Heartland, in its sole discretion, shall have the option to terminate this Settlement Agreement if the aggregate number of Persons who submit valid and timely requests for exclusion from the Settlement Class exceeds 2,500 Persons eligible to be Settlement Class Members. 9.4 In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated or fails to become effective for in accordance with its terms, (a) the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation, and shall jointly request that all scheduled litigation deadlines shall be reasonably extended by the Court so as to avoid prejudice to any Settling Party or litigant, which extension shall be subject to the decision of the date Court, and (b) the terms and provisions of the signing of this Agreement. In such eventSettlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, and the Parties expenses awarded to Co-Lead Settlement Class Counsel shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event constitute grounds for cancellation or termination of the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorAgreement.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.12: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court Arbitrator has entered an order granting the Preliminary Approval of Order approving the Settlement Agreement; (c) The Court Arbitrator has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in and has entered the Federal Rules of Civil ProcedureFinal Approval Order, or a judgment materially identical to the Final Approval Order, and such order or judgment has become final and unappealable; and (d) In the event that the Court Arbitrator enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or of all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the CourtArbitrator, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3terminated, unless Class Counsel and DefendantRespondent’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the CourtArbitrator’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award Individual Consideration to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement—unless the award(s) were to exceed the amounts set forth above as agreed and thereby exceed the Settlement Fund. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the this Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court Arbitrator in accordance with the terms of this Agreement Settlement Agreement, including, but not limited to, class and/or collective certification, shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this 4.1 This Settlement Agreement shall not occur unless and until each and every one be conditioned on the occurrence of the following events occurs:all of the (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) 4.1.1 The Court has entered an order granting Preliminary Approval of the AgreementFinal Order; (c) 4.1.2 The Court has entered a the Final Approval Judgment, Exhibit C, without material 4.1.3 The Final Order finally approving the Agreement, or a judgment substantially consistent with and Final Judgment have become Final; and 4.1.4 Neither Settling Defendant nor Plaintiffs have elected to terminate this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in accordance with the Federal Rules terms of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealablethis Agreement. 9.2. 4.2 If some or all of the conditions specified in Paragraph 9.1 4.1 are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall will be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Settlement Agreement. 4.3 Settling Defendant reserves the right to terminate the Settlement Agreement shall be treated as vacatedif the Preliminary Settlement Approval Hearing does not take place by March 1, nunc pro tunc2007, or the Court has not otherwise entered the Preliminary Settlement Approval Order prior to March 1, 2007. Further, Settling Defendant reserves the right to terminate the Settlement Agreement if Preliminary Settlement Approval and the Final Judgment do not include the issuance of an injunction(s) that effectively enjoins the prosecution of all pending litigation against Settling Defendant and those Persons listed in the release at § 15, or each of them, involving claims related the Ionic Breeze®, including, but not limited to, any and all claims related in any way to the efficacy, advertisements, emissions or reactions (e.g. ozone, terpenes and reactions with terpenes, or any other type of reaction related to the operation of the Ionic Breeze®), volatile organic compounds, ultrafine particles, health risks, and/or performance of the Ionic Breeze®, including but not limited to, claims for alleged false advertising, breach of express and/or implied warranties, unjust enrichment, Xxxxxxxx-Xxxx Warranty Act, conspiracy, unfair 13 competition, state consumer protection statutes, common law prohibiting unfair or deceptive trade practices, breach of contract, fraud, and/or misrepresentation and equity prohibiting unjust enrichment or requiring restitution or disgorgement; and that are, were, or could have arisen out of or been related in any way to Settling Defendant’s advertising or sale of the Ionic Breeze® and the disclosures relating thereto, which actions include but are not limited to, Xxxxxx and Xxxxxxxxxxx v. Sharper Image, Cox v. Sharper Image, Xxxxxxxxx v. Sharper Image (all currently pending in the Superior Court of California, in and for the County of San Francisco), and Xxxxxx x. Sharper Image (pending in the Parties shall be returned Circuit Court for the State of Florida, County of Xxxxx), including the successful defeat of all challenges to any such injunctions. Settling Defendant further reserves the right to terminate this Settlement Agreement if the Final Judgment does not include a permanent injunction in conformance with the above and does not include an order requiring the dismissal with prejudice of the above actions. 4.4 Plaintiffs reserve the right to terminate the Settlement Agreement if, in the course of Confirmatory Discovery, Settlement Class Counsel obtains information that they did not previously know or have reason to know, and such information relates directly to and would have materially and substantially improved Plaintiffs’ likelihood of prevailing in this Class Action if it had continued. 4.5 The Settling Defendant and Plaintiffs do not agree to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event conditional certification of the Settlement Class, the conditional appointment of Settlement Class Counsel, or the conditional appointment of Settlement Class Representatives for any purpose other than to effectuate this Settlement Agreement. If this Settlement Agreement is terminated pursuant to its terms, or fails to become effective if the Effective Date of Settlement does not occur for any reason, then the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from conditional certification of the Settlement Fund, Class and the appointment of the Settlement Class Representatives and Settlement Class Counsel shall be returned vacated, and the Class Action shall proceed as though the Settlement Class had never been certified and this Agreement has not been negotiated or entered into, the appointments had not been made, and nothing done with regard to Defendant or its Insurer within thirty (30) calendar days after written notification of this Settlement Agreement and any papers filed in support thereof shall be deemed an 14 admission by Sharper Image, and in such event in accordance with instructions provided by Defendant’s Counsel will also be without prejudice to Plaintiffs’ right to file a motion to certify a class or classes and seek the Settlement Administratorappointment of settlement class representatives and settlement class counsel.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court the Settlement Fund amount has entered an order granting Preliminary Approval of been deposited with the AgreementEscrow Agent; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶8.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as provided in required by ¶4.1 hereof; (e) the Federal Rules of Civil ProcedureCourt has entered the Judgment that, inter alia, dismisses with prejudice the Action, as to Lead Plaintiffs, the Class, and the Defendants, as set forth above; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.10 hereof. 9.28.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶8.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶8.4 hereof unless Lead Counsel and counsel for Defendants mutually agree in writing to proceed with the Settlement. 8.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and such Persons in the aggregate purchased or otherwise acquired a number of shares of Allscripts common stock during the Class Period in an amount greater than the sum specified in a separate Supplemental Agreement Regarding Requests for Exclusion (“Supplemental Agreement”) executed between Lead Plaintiffs and Defendants, Defendants shall have the option (which option must be exercised unanimously) to terminate this Stipulation and Settlement in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute between Lead Plaintiffs and Defendants concerning its interpretation or application arises. Copies of all requests for exclusion received, together with copies of all written revocations of requests for exclusion, shall be promptly delivered to Defendants’ counsel by Lead Counsel. Defendants may terminate the Stipulation and Settlement by serving written notice of termination on the Court and Lead Counsel on or before five (5) business days after the receipt of all of the copies of the requests for exclusion, on or before five (5) business days after the Court grants additional time for exclusion for any reason, or on or before three (3) business days before the Settlement Hearing, whichever occurs last. In the event that the Defendants serve a written notice of termination, the Defendants may withdraw their written notice of termination by providing written notice of such withdrawal to Lead Counsel and to the Court by no later than 5:00 PM Eastern Time on the day prior to the Settlement Hearing, or by such later date as shall be agreed upon in writing as between Lead Counsel and Defendants’ counsel. Lead Plaintiffs agree that they shall not elect to opt out from the Class. 8.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for Defendants or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶3.6 or 3.7 hereof, shall be refunded pursuant to written instructions from Defendants’ counsel. 8.5 In the event that this Settlement Agreement the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of February 17, 2015, and the date Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶3.6 or 3.7 shall be returned to the original source of the signing of this AgreementSettlement Fund. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.24, 3.6-3.8, 7.2, 8.4-8.5 and 9.3-9.5 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any Judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of February 17, 2015. No order of the status quo ante with respect Court or modification or reversal on appeal of any such order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, and expenses, and interest awarded by the Court to Lead Counsel or Lead Plaintiffs shall constitute grounds for cancellation or termination of the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.4. In 8.6 Lead Counsel shall have the event right but not the obligation to terminate the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty twenty-one (3021) calendar days after written notification the failure of such event in accordance with instructions provided by Defendant’s Counsel Defendants to timely pay the Settlement AdministratorAmount.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 6.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (ai) This Agreement has been signed by the Parties Court’s entry of the Judgment (ii) that approves in all material respects this Stipulation and Class CounselSettlement, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that Judgment has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealableFinal. 9.2. 6.2 If some or all any of the conditions specified in Paragraph 9.1 ¶ 6.1 are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3¶ 6.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date immediately preceding the date of this Stipulation, unless Plaintiff’s Counsel and Defendants’ Counsel mutually agree otherwise. 6.3 Each of the signing Settling Parties shall have the right to terminate the Settlement by providing written notice of their election to do so to all other Settling Parties within thirty (30) calendar days of the date on which: (i) the Court refuses to approve this AgreementStipulation, or the terms contained herein, in any material respect; (ii) the Preliminary Approval Order is not entered in substantially the form attached as Exhibit C hereto; (iii) the Judgment is not entered in substantially the form attached as Exhibit D hereto; (iv) the Judgment is reversed or substantially modified on appeal, reconsideration, or otherwise; or (v) the Effective Date of the Settlement cannot otherwise occur; except that such termination shall not be effective unless and until the terminating Settling Party has, within twenty (20) calendar days of the date on which it provided written notice of termination to all other Settling Parties, attempted in good faith to confer with the other Settling Parties or to participate in a mediation session with the other Settling Parties to attempt to remedy the issue. Any order or proceeding relating to the Fee Award or Service Award, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to cancel the Stipulation, allow for the termination of the Settlement, or affect or delay the finality of the Judgment approving the Settlement. 6.4 In the event that the Stipulation is not approved by the Court, or the Settlement is terminated for any reason, then all negotiations, proceedings, documents prepared and statements made in connection herewith: (i) shall be without prejudice to the Settling Parties; (ii) shall not be deemed or construed to be an admission by any of the Settling Parties of any act, matter, or proposition; and (iii) shall not be used in any manner for any purpose in any subsequent proceeding in the Action, or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1–1.19, 5.4, 5.6, 6.2–6.4, 7.2–7.5, 7.10–7.13, and 7.15–7.17 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Action or in any Final Approval Order other proceeding for any purpose, and any judgment or other order orders entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The 7.1 This Stipulation, the Settlement and the Effective Date shall be conditioned on the occurrence of this Settlement Agreement shall not occur unless and until each and every one all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class CounselSmart Online, Hxxxx Xxxxx, and Maxim Group shall have paid or caused to be paid the individual settlement agreements with Xxxxxxxxx Xxxxx, consideration making up the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedClass Settlement Fund as required by ¶¶2.1 to 2.10 above; (b) The Court has entered an order granting Preliminary Approval of Smart Online shall have signed and delivered to Lead Plaintiff’s Counsel the Assignment Agreement; (c) The Board of Directors of Smart Online will have reviewed and approved the Stipulation; (d) The Court has entered a Final the Preliminary Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval HearingOrder, as provided required by ¶3.1, above; (e) Smart Online has not exercised its option to terminate the Stipulation pursuant to ¶7.2 hereof; (f) The Court has entered the Judgment in the Federal Rules Class Action in substantially the form of Civil ProcedureExhibit B attached hereto, respectively; and (dg) the Judgment has become Final. 7.2 Smart Online shall have the option to terminate the Settlement in the event that Settlement Class Members who purchased or otherwise acquired more than a certain number of Smart Online shares during the Class Period choose to exclude themselves from the Settlement Class, as set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute arises between the Class Lead Plaintiffs and Class Settling Defendants concerning its interpretation or application. 7.3 Smart Online and Lead Plaintiff shall each have the right to terminate the settlement if the Settlement is not approved by the Court within eight (8) months following the Settlement Hearing. In the event either Party wishes to terminate the Settlement on this ground, the terminating Party may do so by providing written notice of such termination to the other Party and such termination, if not withdrawn, shall be effective ten (10) business days thereafter. 7.4 In the event the Settlement is not approved or the Stipulation shall terminate or shall not become effective for any reason, within ten (10) business days after written notification of such event is sent by counsel for the Settling Defendants or Lead Plaintiff’s Counsel to the Escrow Agent, the Smart Online Settlement Stock, together with any proceeds from the sale or other disposition of Smart Online Settlement Stock pursuant to ¶2.7, shall be returned to Smart Online and Hxxxx Xxxxx in proportion to their respective contributions to the Settlement Fund as set forth in ¶¶ 2.2 hereto and the cash component of the Settlement Fund (including accrued interest), plus any amount then remaining in the Class Notice and Administration Fund (including accrued interest), less expenses and costs which have either been disbursed pursuant to ¶¶ 2.17 to 2.19 hereto, or are chargeable to the Class Notice and Administration Fund shall be refunded by the Escrow Agent to Smart Online and Maxim Group in proportion to their respective cash contributions to the Settlement Fund as set forth in ¶¶ 2.9 to 2.10 hereto. Under no circumstances shall Lead Plaintiff or Lead Plaintiff’s Counsel be responsible for, or required to reimburse or return any amounts disbursed or incurred for notice to Settlement Class Members or administration of the Settlement whether such amounts are disbursed from the Class Notice and Administration Fund or the Class Fee and Expenses Award. At the request of counsel for Settling Defendants, the Escrow Agent or its designee shall apply for any tax refund owed to the Class Settlement Fund and pay the proceeds, after deduction of any reasonable fees or expenses incurred in connection with such application(s) for refund to Smart Online and Maxim Group in proportion to the respective contributions to the Settlement Fund as set forth in ¶¶ 2.2 to 2.10 hereto. 7.5 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some Stipulation or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If for any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinreason, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the signing Settling Parties, shall not be deemed or construed to be an admission by any Settling Party of this Agreementany act, matter or proposition and shall not be used in any manner or for any purpose in any subsequent proceeding in the Action or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.43, 2.11-2.20, 7.1-7.8 and 8.4 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Action or in any Final Approval Order other proceeding for any purpose, and any Judgments or other order orders entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. The Settling Parties agree that in the event that the Stipulation or Settlement is not approved by the Court or the Settlement set forth in the Stipulation is terminated for any reason, and neither Lead Plaintiff nor any of the Settling Class Members shall commence, maintain or prosecute any of the Released Claims against the Settling Defendants, in any court or tribunal for a period of sixty (60) days and, during this sixty (60) day period, the Settling Parties shall be returned engage in good faith negotiations to the status quo ante with respect to the Actions as if this Agreement had never been entered intoreach a new resolution of all outstanding issues between them, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintReleased Claims. 9.47.6 If the Effective Date does not occur, or if the Stipulation is terminated for any reason, neither Lead Plaintiff nor any of Lead Plaintiff’s Counsel shall have any obligation to repay any amounts actually and properly disbursed from or chargeable for notice to Settlement Class Members or administration of the Settlement. In the event the amounts remaining at the time of such termination are insufficient to pay the cost of notice to the Settlement is terminated Class Members and administration of the Settlement properly incurred, Lead Plaintiff’s Counsel shall pay such amounts from the Class Fee and Expense Award prior to the return of the balance of the Class Fee and Expense Award as provided in paragraph 6.3 above. In addition, any expenses already incurred and properly chargeable to the Class Notice and Administration Fund pursuant to ¶2.17 hereof at the time of such termination or fails cancellation but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to become effective the balance being refunded. 7.7 Maxim Group shall have the option to exclude itself from the Settlement in the event that Settlement Class Members who purchased or otherwise acquired more than a certain number of Smart Online shares during the Class Period choose to exclude themselves from the Settlement Class, as set forth in the Supplemental Agreement. Maxim Group shall be entitled to exercise its option to withdraw from the settlement only if Maxim Group provides lead Plaintiffs’ Counsel and Smart Online with written notice of its withdrawal from the settlement and files that notice with the Court within four (4) days prior to the Settlement Hearing. In the event that Maxim Group opts to exclude itself from the Settlement: (a) Maxim Group and Lead Plaintiff shall be restored to their respective positions in the Action as the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to them, shall not be deemed or construed to be an admission by either Maxim Group or Lead Plaintiff of any act, matter or proposition and shall not be used in any manner or for any reason, purpose in any subsequent proceeding in the Illinois Action or in any other action or proceeding. (b) Any cash contribution of Maxim Group to the Settlement Fund pursuant to ¶ 2.10 shall be refunded by the Escrow Agent to MaximGroup, less Maxim Group’s proportionate amount of any administrative costs and Ohio expenses already incurred pursuant to ¶ 5.1(a) at the time that Maxim Group gives notice to exclude itself from the Settlement pursuant to ¶ 7.7. (c) There shall be no effect on the other Settling Defendants or their respective obligations under the Stipulation and the releases given and the Judgments entered in favor of other Settling Defendants shall remain in full force and effect. 7.8 The Settling Parties agree that, with respect to any Settling Defendant, in the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer of the Class Settlement Fund, together with or any earnings thereon portion thereof, by or on behalf of such Settling Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction under Title 11 of the United States Code (Bankruptcy) or applicable state law and any portion thereof is required to be refunded and such amount is not promptly deposited in the Class Settlement Fund by any other Defendant, then, at the same rate election of Lead Plaintiff’s Counsel, as earnedto such Class Settling Defendant, less any taxes paid or due, less Settlement Administrative Expenses actually incurred the releases given and paid or payable from the Settlement Fund, Judgments entered in favor of such Settling Defendant pursuant to the Stipulation shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification null and void. The releases given and the Judgments entered in favor of such event other Settling Defendants shall remain in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorfull force and effect.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. A. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) 1. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSamsung’s Counsel; (b) 2. The Court has entered an order granting Preliminary Approval of the Agreement; (c) 3. The Court has entered a Final Approval Order finally an order approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and after a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In 4. The Final Judgment has become final and non-appealable, or, in the event that the Court enters an approval order and final judgment Final Judgment in a form other than that provided above (“Alternative Approval Order”) but which is substantially consistent with this Agreement and to which the Parties have consented, that Alternative Approval Order substantially consistent Judgment has become final and unappealablenon-appealable. 9.2. B. If some or all of the conditions specified in Paragraph 9.1 Section VII.A are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3Section VII.C, unless Class Counsel and DefendantSamsung’s Counsel mutually agree in writing to proceed with this AgreementAgreement and subject to any necessary court approval. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, following shall not prevent the Agreement from becoming effective, nor shall it they be grounds for termination of termination: (1) the AgreementCourt’s failure to approve, in whole or in part, the attorneys’ fees payment to Class Counsel and/or the Service Award set forth in Sections II.C and D; or (2) the Court’s determination that it lacks jurisdiction such that the Parties’ Agreement will be renewed in an appropriate forum. 9.3. C. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1Sections V, 6.2, 9.1VII.A, or 9.2 aboveVII.B, the Parties shall be restored to their respective positions in the Action Lawsuit as of the date of the signing of this Agreement. In such event, the Agreement will be deemed null and void ab initio, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Lawsuit as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Section VIII.G below, this Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.112.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs and shall be the date upon which the last (in time) of the following events occurs: (a) This 12.1.1 this Agreement has been signed by the Parties and Settling Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) The 12.1.2 the Court has entered an order Order granting Preliminary Approval of the Agreement; (c) The 12.1.3 the Court has entered a Final Approval an Order finally approving the Settlement Agreement, following notice to the Settlement Class and a Final Approval Hearing, and has entered the Final Judgment or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and Agreement; 12.1.4 Plaintiffs have filed a Final Approval Hearing, as provided notice of dismissal of their appeal in the Federal Rules of Civil ProcedureFirst Circuit; and (d) In 12.1.5 the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Final Judgment has become final and unappealableFinal. 9.212.2. If some or all of the conditions specified in Paragraph 9.1 this section are not met, or in the event that this Settlement Agreement is not approved by the Court, Court or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled cancelled and terminated subject to Paragraph 9.311, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Settling Party is in material breach of the terms hereof, any other Settling Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Settling Parties. Notwithstanding anything herein, the Settling Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesabove, regardless of the amounts amount awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.11: (a) a. This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) b. The Court has entered an order granting a Preliminary Approval of Order approving the Agreement; (c) c. The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the following shall not prevent the Settlement Agreement from becoming effective, nor shall they be grounds for termination of the Agreement: (1) the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent or (2) the Court’s determination that it lacks jurisdiction such that the Parties’ Agreement from becoming effective, nor shall it will be grounds for termination of the Agreementrenewed in an appropriate forum. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event of any such termination, any documents relating to the Settlement is terminated Parties’ settlement communications or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, dealings shall be returned subject to Defendant Federal Rule of Evidence 408 or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorequivalent state law.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until ten (10) days after each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; andthe (d) In the event that The Final Judgment has become a Final Order, as defined above, or, if the Court enters an approval order and final judgment in Alternate Judgment, such Alternate Judgment becomes a form other than that provided above (“Alternative Approval Final Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that if this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to approve, in whole or in part, Class Counsel’s request for payment of attorneys’ fees, costs and/or expenses and/or the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel request for incentive award payments set forth in Paragraph 8 above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, -6.2 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of moment just prior to the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration . 9.4 Within five (5) business days after written notification of termination as provided in this Agreement is sent to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reasonother Parties, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes Settlement 9.5 If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel from the Settlement Fund, including any accrued interest. If the attorney fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall be returned to Defendant or its Insurer within thirty (30) calendar days after repay to Defendant, based upon written notification of such event in accordance with instructions provided by Defendant’s Counsel, the attorneys’ fees and costs paid to Class Counsel to and/or Class Representatives from the Settlement AdministratorFund, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Settlement Agreement has been signed fully executed by the all Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedtheir counsel; (b) The the Court has entered an order granting the Order of Preliminary Approval and Publishing of the AgreementNotice of a Final Fairness Hearing, as required by Paragraph 3.2; (c) The Court-approved Notice has been sent and the Settlement Website has been duly created and maintained as ordered by the Court; d) AGH has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 4.3; e) the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, approval to the settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in Paragraph 1.10. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 9.4 unless Proposed Settlement Class Counsel and DefendantAGH’s Counsel counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If this 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to AGH’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement is terminated or fails to become effective for the reasons releases set forth in Paragraphs 6.1, 6.2, 9.1and 6.3 above are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, or 9.2 above, (i) the Settling Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventSettling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of Fee Award and Costs, and/or Service Awards shall constitute grounds for cancellation or termination of the Parties Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, AGH shall be returned obligated to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated pay amounts already billed or fails to become effective incurred for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification costs of such event in accordance with instructions provided by Defendant’s Counsel notice to the Settlement AdministratorClass and Settlement Administration and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties Parties, Class Counsel and Class Defendant’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) b. The Court has entered an order granting Preliminary Approval of the Agreement; (c) c. The Court has entered a Final Approval Order an order finally approving the Agreement, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the following shall not prevent the Settlement Agreement from becoming effective, nor shall they be grounds for termination of the Agreement: (1) the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent ; or (2) the Court’s determination that it lacks jurisdiction such that the Parties’ Agreement from becoming effective, nor shall it will be grounds for termination of the Agreementrenewed in an appropriate forum. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, and Defendant’s entry into the Settlement Agreement shall not be considered, in any way, as an admission concerning liability or the propriety of class certification. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The 7.1 With respect to Defendants’ Insurer and the Released Party Defendants other than Graña y Montero, the Effective Date of this the Settlement Agreement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Preliminary Approval Order directing notice to the Settlement Class, as required by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed¶3.1 hereof; (b) The Court five million U.S. dollars ($5,000,000) has entered an order granting Preliminary Approval of been deposited in full into the AgreementEscrow Account by Defendants’ Insurer as provided in ¶2.2 hereof; (c) The the Court has entered a Final Approval Order finally approving approved the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableas described herein, following Notice notice to the Settlement Class and a Final Approval Hearinghearing, as provided in prescribed by Rule 23 of the Federal Rules of Civil Procedure, and entered the Judgment in the form attached hereto as Exhibit B without any material change, including, but not limited to, the scope of the releases provided to the Settling Parties; (d) the Judgment as to Defendant Xxxxxx Xxxxxxxxxxx Xxxx has become Final, as defined in ¶1.11 hereof; and (e) the Effective Date as to Defendants’ Insurer and the Released Party Defendants other than Graña y Montero is distinct and is not contingent in any way on Defendant Graña y Xxxxxxx’x actions in relation to this Stipulation, including the payment of any amount required to be paid by Defendant Graña y Montero pursuant ¶2.2 hereof. 7.2 With respect to Defendant Graña y Xxxxxxx, the Effective Date of the Settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Preliminary Approval Order directing notice to the Settlement Class, as required by ¶3.1 hereof; (b) fifteen million U.S. dollars ($15,000,000) plus any accrued interest has been deposited in full into the Escrow Account by Defendant Graña y Xxxxxxx as provided in ¶2.2 hereof; (c) Defendant Graña y Montero has not exercised its option to terminate the Settlement pursuant to ¶7.4 hereof; (d) In the event that the Court enters an approval order has approved the Settlement as described herein, following notice to the Settlement Class and final judgment a hearing as prescribed by Rule 23 of the Federal Rules of Civil Procedure, and entered the Judgment in a the form other than that attached hereto as Exhibit B without any material change, including, but not limited to, the scope of the releases provided above to the Settling Parties; and (“Alternative Approval Order”e) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.11 hereof. 9.27.3 Upon the Effective Date, any and all remaining interest or right of the Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished and the Releases herein shall be effective. The Released Defendant Parties shall not have any liability, obligation, or responsibility for the payment of Claims, Taxes, legal fees, or any other expenses payable from the Settlement Fund. If some or all of the conditions specified in Paragraph 9.1 ¶7.1 hereof are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3¶¶7.5, 7.6 and 7.7 hereof unless Class Counsel and Defendant’s Counsel the Settling Parties mutually agree in writing to proceed with this Agreementthe Settlement. If any Party is in material breach For avoidance of doubt, no order of the terms hereof, Court or modification or reversal on appeal of any other Party, provided that it is in substantial compliance with order of the terms Court concerning the Plan of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to Allocation or the amount of any attorneys’ fees, expenses, and interest awarded by the Illinois Fee Award and Ohio Fee Award Court to Class Lead Counsel set forth above or the incentive award expenses to the Class Representatives, regardless of the amounts awarded, Plaintiffs shall not prevent the Agreement from becoming effective, nor shall it be operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of the AgreementStipulation. 9.3. If 7.4 Graña y Xxxxxxx shall have the unilateral right to terminate the Settlement and render it null and void in the event Members of the Settlement Class who purchased or otherwise acquired more than a certain percentage of Graña y Montero ADS subject to this Agreement is terminated or fails to become effective for Settlement exclude themselves from the reasons Settlement Class, as set forth in Paragraphs 6.1a separate agreement (the “Supplemental Agreement”) executed between Plaintiffs and Graña y Montero, 6.2by and through their counsel. The Settling Parties agree to maintain the confidentiality of the Supplemental Agreement, 9.1which is being executed concurrently herewith. The Supplemental Agreement shall not be filed with the Court and its terms shall not be disclosed in any other manner (other than the statements herein and in the Notice, to the extent necessary, or 9.2 above, the Parties shall be restored to their respective positions as otherwise provided in the Action as Supplemental Agreement) unless and until the Court requires the Settling Parties to file the Supplemental Agreement or disclose its terms. If submission of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered Supplemental Agreement is ordered by the Court or is necessary to resolve a dispute between the Plaintiffs and Graña y Montero, the Settling Parties will seek to have the Supplemental Agreement submitted to the Court in camera or filed under seal, but such disclosure shall be carried out to the fullest extent possible in accordance with the terms practices of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration Court so as to preserve the Plaintiffs named confidentiality of the Supplemental Agreement, particularly the threshold aggregate number of ADS. Notwithstanding the foregoing, Defendants may include a redacted copy of the Supplemental Agreement with any notice provided pursuant to CAFA. 7.5 Unless otherwise ordered by the Court, in the Second Amended Complaint. 9.4. In the event this Stipulation is not approved or this Stipulation or the Settlement is terminated terminated, or canceled, or the Effective Date otherwise fails to become effective occur for any reason, including, without limitation, in the Illinois Settlement Fund and Ohio Settlement Fundevent the Judgment is reversed or vacated or altered following any appeal taken therefrom, together with any earnings thereon at the same rate as earnedor is successfully collaterally attacked, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.ten

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 or 6.2 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to approve, in whole or in part, the amount of the Illinois Fee Award and Ohio Fee Award attorneys’ fees payment to Class Counsel set forth above or and/or the incentive award to the Class Representatives, regardless of the amounts awarded, set forth in Paragraph 8 above shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with the Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant or Defendant’s insurer, if applicable, based upon written instructions provided by Defendant’s Counsel. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant or Defendant’s insurer, if applicable, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant or Defendant’s insurer, if applicable, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Representative Plaintiff from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 6.1 The Effective Date of this Settlement Agreement Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by a. Court approval of the Parties method of providing Notice, substantially in the forms of Exhibit C and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedExhibit D attached hereto; (b) The Court has entered an order granting Preliminary Approval b. Dissemination of the AgreementNotice as set forth in ¶¶3.3 and 3.4; (c) The Court has entered a Final Approval Order finally c. Entry of the Judgment, substantially in the form of Exhibit E attached hereto, approving the AgreementSettlement without awarding costs to any party, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, except as provided herein; d. The payment into escrow of the Fee and Expense Amount in the Federal Rules of Civil Procedureaccordance with ¶¶4.2 and 4.3; and (d) In e. The passing of the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to date upon which the Parties have consented, that Alternative Approval Order has become final and unappealableJudgment becomes Final. 9.2. 6.2 If some or all any of the conditions specified above in Paragraph 9.1 ¶6.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3¶6.3, unless Class Counsel and Defendant’s Counsel counsel for the Settling Parties mutually agree in writing to proceed with this Agreement. Stipulation. 6.3 If for any Party is in material breach of reason the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above Effective Date does not occur or the incentive award to the Class Representatives, regardless of the amounts awarded, shall Judgment does not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1Final, or 9.2 above, the if this Stipulation is canceled or terminated in accordance with its terms: (i) all Settling Parties shall be restored to their respective positions in the Action as of that existed immediately prior to the date of the signing execution of this Agreement. In such event, any Final Approval Order or other order entered by Stipulation; (ii) the Court Stockholders shall seek dismissal of the Action; (iii) all releases delivered in accordance connection with this Stipulation shall be null and void; (iv) the Fee and Expense Amount shall be immediately releasable to the payor; (v) the terms and provisions of this Agreement shall be treated as vacatedStipulation (other than those set forth in ¶¶1.1-1.27, nunc pro tunc6.2-6.3, and the Parties 7.3-7.4 hereof) shall be returned to the status quo ante have no further force or effect with respect to the Actions as if this Agreement had never been entered intoSettling Parties and shall not be used in connection with the Litigation Demand, including Defendant’s right to seek to compel arbitration as the Action, or in any other proceeding for any purpose; and (vi) all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the Plaintiffs named Settling Parties, shall not be deemed or construed to be an admission by a Settling Party of any act, matter, or proposition, and shall not be used in any manner for any purpose (other than to enforce the Second Amended Complaintterms remaining in force) in connection with the Litigation Demand, the Action, or in any other action or proceeding. 9.4. In 6.4 No order of the event Court concerning the Settlement is terminated Fee and Expense Amount or fails the Service Awards or any interest awarded by the Court to become effective for Stockholders' Counsel, nor any reason, modification or reversal on appeal of any such order of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement FundCourt, shall be returned to Defendant constitute grounds for cancellation or its Insurer within thirty (30) calendar days after written notification termination of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorStipulation, affect the enforceability of the Stipulation, or delay or preclude the Judgment from becoming Final.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.18.1. The Effective Date of this the Settlement Agreement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Preliminary Approval Order, as required by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed¶ 4.1 hereof; (b) The Court Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶ 8.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementJudgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules form of Civil ProcedureExhibit B attached hereto; and (de) the Judgment has become Final, as defined in ¶ 1.16 hereof. 8.2. Upon the Effective Date, any and all remaining interest or right of the Defendants or the Defendants’ insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If the conditions specified in ¶ 8.1 hereof are not met, then the Settlement shall be canceled and terminated subject to ¶¶ 8.3 and 8.5 hereof unless Lead Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Settlement. 8.3. Defendants shall have the right (which right must be exercised collectively) to terminate the Settlement and render it null and void in the event that Settlement Class Members who purchased or otherwise acquired more than a certain percentage of Portola publicly traded common stock during the Settlement Class Period exclude themselves from the Settlement Class, as set forth in a separate agreement (the “Supplemental Agreement”) executed between Plaintiffs and Defendants, by and through their counsel. The Supplemental Agreement, which is being executed concurrently herewith, shall not be filed with the Court and its terms shall not be disclosed in any other manner (other than the statements herein, to the extent necessary, or as otherwise provided in the Supplemental Agreement), unless and until the Court otherwise directs or a dispute arises between the Settling Parties concerning its interpretation or application. If submission of the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will seek to have the Supplemental Agreement submitted to the Court in camera or filed under seal. 8.4. Each of the Defendants warrants and represents that, as of the time this Stipulation is executed and as of the time the Settlement Amount is actually transferred or made as reflected in this Stipulation, it is not “insolvent” within the meaning of 11 U.S.C. § 101(32). If, before the Settlement becomes Final, any Defendant files for protection under the Bankruptcy Code, or any similar law, or a trustee, receiver, conservator, or other fiduciary is appointed under bankruptcy, or any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of money or any portion thereof to the Escrow Agent by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction and any portion thereof is required to be returned, and such amount is not promptly deposited with the Escrow Agent by others, then, at the election of Plaintiffs, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and that the Defendants and Plaintiffs and the Members of the Settlement Class shall be restored to their litigation positions as of June 9, 2022. 8.5. Unless otherwise ordered by the Court, in the event this Stipulation shall terminate or be canceled, or shall not become effective for any reason, within fifteen (15) business days after written notification of such event is sent by Defendants’ Counsel or Lead Counsel to the Escrow Agent, the Settlement Fund, less Taxes, Tax Expenses and Notice and Administration Costs that have either been disbursed pursuant to ¶¶ 3.6 and 3.7 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶ 3.6 and 3.7 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from Defendants’ Counsel. 8.6. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementJune 9, 2022. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-1.49, 3.5- 3.8, 7.3-7.4, 8.4-8.6, and 11.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, Litigation Expenses, and interest awarded by the Parties Court to any of Plaintiffs’ Counsel or Plaintiffs shall be returned operate to the status quo ante with respect to the Actions as if terminate or cancel this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation or constitute grounds for cancellation or termination of this Stipulation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement a. This Agreement shall not occur become effective unless and until each and every one of the following events occurshas occurred: (a) i. This Agreement has been signed by the Parties Plaintiff, Defendant, and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) ii. The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) iii. The Court has entered a the Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableJudgment, following Notice notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedureor a final approval order and judgment substantially consistent with this Agreement; and (d) In iv. All appeals have been resolved or the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order time for filing any appeal has become final and unappealablerun. 9.2. b. If some this Agreement is terminated or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in an order approving this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement reversed on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 aboveappeal, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order and Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions litigation as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to . If the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated termination or fails failure to become effective for any reasonoccurs before the Preliminary Approval Order is entered, the Illinois Settlement Fund and Ohio Settlement Fund, together with Parties agree that Defendant shall have no obligation to make any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from payment to the Settlement Fund, Administrator and that any sums on deposit with the Settlement Administrator shall be returned to Defendant Defendant. If the termination or its Insurer within thirty (30failure to be approved occurs after the upfront payment, provided for in Section 2(b) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel above, has been made to the Settlement AdministratorAdministrator and charges have been incurred, then any sums not already expended upon notice at the time of the termination or failure to be approved shall be returned to Defendant.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement Settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.36.1, unless Class Counsel and Defendant’s Defendants’ Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Partiesof the Parties and Settlement Class Members (which notice may be given by the Settlement Administrator via email to the email addresses on record for Settlement Class Members). Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to approve, in whole or in part, the amount of the Illinois Fee Award and Ohio Fee Award to be requested by Class Counsel and/or the Service Award to be requested for the Class Representative, as set forth above or the incentive award to the Class Representatives, regardless of the amounts awardedin Paragraph 8 above, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendants, based upon written instructions provided by Defendants’ Counsel. In the event that the Final Judgment or any material part thereof is vacated, overturned, reversed, or rendered void as a result of any timely filed appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days thereof repay to Defendants, based upon written instructions provided by Defendants’ Counsel, the full amount of the Fee Award, including Defendant’s right any accrued interest, and shall cause Class Representative to seek repay to compel arbitration as to Defendants, based upon written instructions provided by Defendants’ Counsel, the Plaintiffs named in full amount of the Second Amended Complaint. 9.4Service Award, including any accrued interest. In the event the Settlement Fee Award, Service Award, or any part thereof is terminated vacated, modified, reversed, or fails to become effective for any reasonrendered void as a result of a timely filed appeal, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, Class Counsel shall be returned to Defendant or its Insurer within thirty (30) calendar days after thereof repay, or cause Class Representative to repay, to the Settlement Fund, based upon written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator, the Fee Award and/or Service Award, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date 10.1 Xxxxx Xxxxx’ willingness to settle this Litigation on a class basis and to agree to the accompanying certification of the Settlement Class is dependent on achieving finality in this Litigation and the desire to avoid the expense of this and other litigation, unless otherwise expressly provided for in this Class Settlement Agreement. Consequently, Xxxxx Xxxxx has the right to terminate this Class Settlement Agreement, declare it null and void, and have no further obligations under this Class Settlement Agreement shall not occur to the Settlement Class, including the Representative Plaintiffs, or Settlement Class Counsel, unless and until each and every one of the following events occursconditions occur: (a) This The Court has entered a Preliminary Approval Order, approving this Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed;without modification; and (b) The Court has entered an order granting Preliminary enters a Final Approval of the Agreement;Order, approving this Agreement without modification; and (c) The Court Effective Date has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedureoccurred; and (d) The number of Opt-Outs is fewer than indicated in the Settling Parties’ separate filing under seal with the Court. 10.2 If all of the conditions in Paragraph 10.1(a)-(c) are not fully satisfied, this Class Settlement Agreement shall, without notice, be automatically terminated unless Settlement Class Counsel and Xxxxx Xxxxx’ counsel mutually agree in writing to proceed with the Class Settlement Agreement. If the condition in Paragraph 10.1(d) does not occur (i.e., if the number of Opt-Outs is greater than indicated in the Settling Parties’ separate filing under seal with the Court), Xxxxx Xxxxx, in its sole discretion, shall have the right to terminate this Class Settlement Agreement. 10.3 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Class Settlement Agreement is not approved by the Court, Court or the settlement set forth in this Class Settlement Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of : (a) the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or litigant, which extension shall be subject to the decision of the date Court; and (b) the terms and provisions of the signing of this Agreement. In such eventClass Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this Agreement the Class Settlement Agreement, including certification of the Settlement Class for settlement purposes only, shall be treated as vacated, nunc pro tunctunc and shall have no force and effect and shall not otherwise be admissible in this or other litigation of any kind. Notwithstanding any statement in this Class Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, and expenses awarded to Settlement Class Counsel shall constitute grounds for cancellation or termination of the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintClass Settlement Agreement. 9.4. In 10.4 For the event avoidance of doubt, Xxxxx Xxxxx conditionally agrees and consents to certification of the Settlement is terminated or fails to become effective Class for settlement purposes only, and within the context of the Class Settlement Agreement only. If the Class Settlement Agreement, for any reason, is not fully approved or is otherwise terminated, Xxxxx Xxxxx reserves its right to assert any and all objections and defenses to certification of a class, and neither the Illinois Class Settlement Fund and Ohio Agreement nor any Order or other action relating to the Class Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, Agreement shall be returned offered by any Person as evidence or in support of a motion to Defendant certify a class for a purpose other than settlement. This Agreement and Xxxxx Xxxxx’ agreement to it shall not be argued or its Insurer within thirty (30) calendar days after written notification deemed to be an admission or concession in this or other litigation of such event in accordance with instructions provided by Defendant’s Counsel any kind as to the Settlement Administratorpropriety of class treatment of these or any other claims.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs: (a) This this Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedParties; (b) The the Court has entered an order granting Preliminary Approval of the Agreement that contains provisions substantially consistent with section 7.1 of this Settlement Agreement; (c) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effectiveeffective and settlement payments being distributed, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, and less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event event, in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx XxxxxxxxxDefendant’s Counsel, and Xxxxxx Xxxxxxxx-Xxx have been fully executedWest Bend’s Counsel; (b) b. The Court has entered an order granting Preliminary Approval of the Agreement; (c) c. The Court has entered a Final Approval Order an order finally approving the Agreement, following Notice to the Settlement Class and a Final Approval Hearing, and has entered the Final Judgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel Counsel, Defendant’s Counsel, and DefendantWest Bend’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, and Defendant’s entry into the Settlement Agreement shall not be considered, in any way, as an admission concerning liability or the propriety of class certification. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement The Court has been signed by entered a judgment in the Parties and Class Counsel, Interpleader Action in favor of the Metretek Defendants and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedjudgment has become Final; (b) The Court Gulf has entered an order granting Preliminary Approval paid to Metretek or into the Settlement Fund, whether directly, through the Interpleader Account, through the Escrow Account or otherwise, the sum of at least $2,375,000 in Insurance Proceeds from the Insurance Policy on behalf of the AgreementSettling Defendants, which Insurance Proceeds shall not be subject to any further claims by any other Person, provided, however, that Metretek shall have the right, in its sole discretion, but not the obligation to waive such condition if Gulf pays a lesser amount of proceeds from the Insurance Policy on behalf of the Settling Defendants that Metretek, in its sole discretion, deems acceptable; (c) The Court has entered a Final the Preliminary Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval HearingOrder, as provided in required above; (d) The Court has entered the Federal Rules of Civil ProcedureFinal Judgment and Order, as required above; and (de) In the event that the Court enters an approval order The Final Judgment and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealableFinal. 9.2. 8.2 If some or all of the conditions specified in Paragraph 9.1 herein are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel counsel for Settling Defendants mutually agree in writing to proceed with the Stipulation. 8.3 In the event that this Agreement. If any Party Stipulation is in material breach of terminated pursuant to the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that following shall occur: - all parties shall stand in the Court’s decision same position, without prejudice, as if this Stipulation had not been made and submitted to the amount Court for its consideration and approval; - neither this Stipulation, nor the Preliminary Approval Order, nor the Final Judgment and Order, nor any documents or oral representations relating to any of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award foregoing, shall be offered as evidence relating to the Class Representatives, regardless merits or legal sufficiency of the amounts awardedallegations in the Class Action; and - no right, claim, obligation, liability, or defense of any person affected by the termination shall not prevent arise from or be affected by the Agreement from becoming effective, nor shall it be grounds for negotiation or execution of this Stipulation. - in the event termination is due to the failure of the Agreement. 9.3. If this Agreement is terminated or fails Court to become effective for include the reasons contribution bar order in the Final Judgment and Order as set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored Section 3.5 and Metretek's failure to their respective positions waive this condition in the Action as of writing within 5 business days after the date of the signing of this Agreement. In such event, any Final Approval Order or other order Judgment is entered by the Court, then Metretek shall pay the sum of $200,000 into the Court in accordance with within 60 days for the terms benefit of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintClass. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 10.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be first business day after the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedNRG’s Counsel; (b) The Court has entered an order granting Preliminary Approval of the AgreementSettlement; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableSettlement, following Notice notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; (d) The time expires for filing or noticing any appeal of the Court’s Final Judgment approving this Settlement Agreement; and (de) In If there is an appeal or are appeals from the event that the Court enters an approval order and final judgment Final Judgment, disposition, in a form other than manner that provided above finally affirms and leaves in place the Final Judgment without any material modification, of all proceedings arising out of the appeal or appeals (“Alternative Approval Order”) to which including, but not limited to, the Parties have consentedexpiration of all deadlines for motions for reconsideration, that Alternative Approval Order has become final petitions for review, rehearing, rehearing en banc, or certiorari, all proceedings ordered on remand, and unappealableall proceedings arising out of any subsequent appeal or appeals following decisions on remand). 9.2. 10.2 If some or all of the conditions specified in Paragraph 9.1 paragraph 10.1 above are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3paragraph 10.3 below, unless Class Counsel and DefendantNRG’s Counsel mutually agree in writing to proceed with this Agreement. If the reason for termination is that the Court fails to approve the Settlement, the Parties agree to make good faith efforts, over a period of 30 days from the date of the Court’s decision, to negotiate revisions to the Agreement to address the reasons for the Court’s decision before paragraph 10.3 below takes effect. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties, provided, however, that the Parties shall present the issue to Magistrate Judge Xxxxxxx in good faith and in order to make reasonable efforts to resolve the issue before a Party exercises the right to terminate under this provision. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement, provided that the amounts awarded by the Court do not exceed the amounts permitted by this Agreement. 9.3. 10.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1paragraphs7.1, 6.27.2, 9.110.1, or 9.2 above10.2, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to paragraph 11.5 below, this Agreement shall not be used for any purpose whatsoever against any of the Plaintiffs named in the Second Amended Complaint. 9.4Parties. In the event Under such circumstances, the Settlement is terminated or fails to become effective for any reason, Administrator shall return the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorNRG.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.18.1. The Effective Date of this the Settlement Agreement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Preliminary Approval Order, as required by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed¶ 4.1 hereof; (b) The Court Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶ 8.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementJudgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules form of Civil ProcedureExhibit B attached hereto; and (de) the Judgment has become Final, as defined in ¶ 1.13 hereof. 8.2. Upon the Effective Date, any and all remaining interest or right of the Defendants or the Defendants’ insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If the conditions specified in ¶ 8.1 hereof are not met, then the Settlement shall be canceled and terminated subject to ¶¶ 8.3 and 8.5 hereof unless Lead Counsel and Defendants’ Counsel mutually agree in writing to proceed with the Settlement. 8.3. Defendants shall have the right (which right must be exercised collectively) to terminate the Settlement and render it null and void in the event that Settlement Class Members who purchased or otherwise acquired more than a certain percentage of HCSG publicly traded common stock during the Settlement Class Period exclude themselves from the Settlement Class, as set forth in a separate agreement (the “Supplemental Agreement”) executed between Lead Plaintiff and Defendants, by and through their counsel. The Supplemental Agreement, which is being executed concurrently herewith, shall not be filed with the Court and its terms shall not be disclosed in any other manner (other than the statements herein, to the extent necessary, or as otherwise provided in the Supplemental Agreement), unless and until the Court otherwise directs or a dispute arises between the Settling Parties concerning its interpretation or application. If submission of the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will seek to have the Supplemental Agreement submitted to the Court in camera or filed under seal. 8.4. Each of the Defendants warrants and represents that, as of the time this Stipulation is executed and as of the time the Settlement Amount is actually transferred or made as reflected in this Stipulation, it is not “insolvent” within the meaning of 11 U.S.C. § 101(32). If, before the Settlement becomes Final, any Defendant files for protection under the Bankruptcy Code, or any similar law, or a trustee, receiver, conservator, or other fiduciary is appointed under bankruptcy, or any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of money or any portion thereof to the Escrow Agent by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction and any portion thereof is required to be returned, and such amount is not promptly deposited with the Escrow Agent by others, then, at the election of Lead Plaintiff, the Settling Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and that the Defendants and Lead Plaintiff and the Members of the Settlement Class shall be restored to their litigation positions as of March 17, 2021. 8.5. Unless otherwise ordered by the Court, in the event this Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within fifteen (15) business days after written notification of such event is sent by counsel for the Defendants or Lead Counsel to the Escrow Agent, the Settlement Fund, less Taxes, Tax Expenses and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶ 3.6 and 3.7 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶ 3.6 and 3.7 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written instructions from Defendants’ Counsel. 8.6. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of the signing of this AgreementMarch 17, 2021. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-42, 3.5-3.8, 7.3-7.4, 8.4-8.6, and 11.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, Litigation Expenses, and interest awarded by the Parties shall be returned Court to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by DefendantLead Plaintiff’s Counsel or the Lead Plaintiff shall operate to the Settlement Administratorterminate or cancel this Stipulation or constitute grounds for cancellation or termination of this Stipulation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The 7.1 This Stipulation, the Settlement and the Effective Date shall be conditioned on the occurrence of this Settlement Agreement shall not occur unless and until each and every one all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class CounselSmart Online, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx Maxim Group shall have been fully executedpaid or caused to be paid the consideration making up the Class Settlement Fund as required by ¶¶2.1 to 2.10 above; (b) The Court has entered an order granting Preliminary Approval of Smart Online shall have signed and delivered to Lead Plaintiff’s Counsel the Assignment Agreement; (c) The Board of Directors of Smart Online will have reviewed and approved the Stipulation; (d) The Court has entered a Final the Preliminary Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval HearingOrder, as provided required by ¶3.1, above; (e) Smart Online has not exercised its option to terminate the Stipulation pursuant to ¶7.2 hereof; (f) The Court has entered the Judgment in the Federal Rules Class Action in substantially the form of Civil ProcedureExhibit B attached hereto, respectively; and (dg) the Judgment has become Final. 7.2 Smart Online shall have the option to terminate the Settlement in the event that Settlement Class Members who purchased or otherwise acquired more than a certain number of Smart Online shares during the Class Period choose to exclude themselves from the Settlement Class, as set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute arises between the Class Lead Plaintiffs and Class Settling Defendants concerning its interpretation or application. 7.3 Smart Online and Lead Plaintiff shall each have the right to terminate the settlement if the Settlement is not approved by the Court within eight (8) months following the Settlement Hearing. In the event either Party wishes to terminate the Settlement on this ground, the terminating Party may do so by providing written notice of such termination to the other Party and such termination, if not withdrawn, shall be effective ten (10) business days thereafter. 7.4 In the event the Settlement is not approved or the Stipulation shall terminate or shall not become effective for any reason, within ten (10) business days after written notification of such event is sent by counsel for the Settling Defendants or Lead Plaintiff’s Counsel to the Escrow Agent, the Smart Online Settlement Stock, together with any proceeds from the sale or other disposition of Smart Online Settlement Stock pursuant to ¶2.7, shall be returned to Smart Online and Xxxxx Xxxxx in proportion to their respective contributions to the Settlement Fund as set forth in ¶¶ 2.2 hereto and the cash component of the Settlement Fund (including accrued interest), plus any amount then remaining in the Class Notice and Administration Fund (including accrued interest), less expenses and costs which have either been disbursed pursuant to ¶¶ 2.17 to 2.19 hereto, or are chargeable to the Class Notice and Administration Fund shall be refunded by the Escrow Agent to Smart Online and Maxim Group in proportion to their respective cash contributions to the Settlement Fund as set forth in ¶¶ 2.9 to 2.10 hereto. Under no circumstances shall Lead Plaintiff or Lead Plaintiff’s Counsel be responsible for, or required to reimburse or return any amounts disbursed or incurred for notice to Settlement Class Members or administration of the Settlement whether such amounts are disbursed from the Class Notice and Administration Fund or the Class Fee and Expenses Award. At the request of counsel for Settling Defendants, the Escrow Agent or its designee shall apply for any tax refund owed to the Class Settlement Fund and pay the proceeds, after deduction of any reasonable fees or expenses incurred in connection with such application(s) for refund to Smart Online and Maxim Group in proportion to the respective contributions to the Settlement Fund as set forth in ¶¶ 2.2 to 2.10 hereto. 7.5 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some Stipulation or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If for any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinreason, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the signing Settling Parties, shall not be deemed or construed to be an admission by any Settling Party of this Agreementany act, matter or proposition and shall not be used in any manner or for any purpose in any subsequent proceeding in the Action or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.43, 2.11-2.20, 7.1-7.8 and 8.4 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Action or in any Final Approval Order other proceeding for any purpose, and any Judgments or other order orders entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. The Settling Parties agree that in the event that the Stipulation or Settlement is not approved by the Court or the Settlement set forth in the Stipulation is terminated for any reason, and neither Lead Plaintiff nor any of the Settling Class Members shall commence, maintain or prosecute any of the Released Claims against the Settling Defendants, in any court or tribunal for a period of sixty (60) days and, during this sixty (60) day period, the Settling Parties shall be returned engage in good faith negotiations to the status quo ante with respect to the Actions as if this Agreement had never been entered intoreach a new resolution of all outstanding issues between them, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintReleased Claims. 9.47.6 If the Effective Date does not occur, or if the Stipulation is terminated for any reason, neither Lead Plaintiff nor any of Lead Plaintiff’s Counsel shall have any obligation to repay any amounts actually and properly disbursed from or chargeable for notice to Settlement Class Members or administration of the Settlement. In the event the amounts remaining at the time of such termination are insufficient to pay the cost of notice to the Settlement is terminated Class Members and administration of the Settlement properly incurred, Lead Plaintiff’s Counsel shall pay such amounts from the Class Fee and Expense Award prior to the return of the balance of the Class Fee and Expense Award as provided in paragraph 6.3 above. In addition, any expenses already incurred and properly chargeable to the Class Notice and Administration Fund pursuant to ¶2.17 hereof at the time of such termination or fails cancellation but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to become effective the balance being refunded. 7.7 Maxim Group shall have the option to exclude itself from the Settlement in the event that Settlement Class Members who purchased or otherwise acquired more than a certain number of Smart Online shares during the Class Period choose to exclude themselves from the Settlement Class, as set forth in the Supplemental Agreement. Maxim Group shall be entitled to exercise its option to withdraw from the settlement only if Maxim Group provides lead Plaintiffs’ Counsel and Smart Online with written notice of its withdrawal from the settlement and files that notice with the Court within four (4) days prior to the Settlement Hearing. In the event that Maxim Group opts to exclude itself from the Settlement: (a) Maxim Group and Lead Plaintiff shall be restored to their respective positions in the Action as the date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to them, shall not be deemed or construed to be an admission by either Maxim Group or Lead Plaintiff of any act, matter or proposition and shall not be used in any manner or for any reason, purpose in any subsequent proceeding in the Illinois Action or in any other action or proceeding. (b) Any cash contribution of Maxim Group to the Settlement Fund pursuant to ¶ 2.10 shall be refunded by the Escrow Agent to MaximGroup, less Maxim Group’s proportionate amount of any administrative costs and Ohio expenses already incurred pursuant to ¶ 5.1(a) at the time that Maxim Group gives notice to exclude itself from the Settlement pursuant to ¶ 7.7. (c) There shall be no effect on the other Settling Defendants or their respective obligations under the Stipulation and the releases given and the Judgments entered in favor of other Settling Defendants shall remain in full force and effect. 7.8 The Settling Parties agree that, with respect to any Settling Defendant, in the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer of the Class Settlement Fund, together with or any earnings thereon portion thereof, by or on behalf of such Settling Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction under Title 11 of the United States Code (Bankruptcy) or applicable state law and any portion thereof is required to be refunded and such amount is not promptly deposited in the Class Settlement Fund by any other Defendant, then, at the same rate election of Lead Plaintiff’s Counsel, as earnedto such Class Settling Defendant, less any taxes paid or due, less Settlement Administrative Expenses actually incurred the releases given and paid or payable from the Settlement Fund, Judgments entered in favor of such Settling Defendant pursuant to the Stipulation shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification null and void. The releases given and the Judgments entered in favor of such event other Settling Defendants shall remain in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorfull force and effect.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until ten (10) days after each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In the event that The Final Judgment has become Final, as defined above, or, if the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph paragraph 9.1 are not met, or in the event that if this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, paragraph 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other of the Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to the amount approve, in whole or in part, Class Counsel’s request for payment of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representativesattorneys’ fees, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.costs and/or 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, paragraphs 6.1 or 6.2 and/or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of moment just prior to the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration . Within five (5) business days after written notification of termination as provided in this Agreement is sent to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event other Parties, the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned(including accrued interest thereon), less any taxes paid or dueSettlement Administration costs actually incurred, less Settlement Administrative Expenses actually incurred and paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant, based upon written instructions provided by Defendant’s Counsel. If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including any accrued interest. If the attorney fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall be returned to Defendant or its Insurer within thirty (30) calendar days after repay to Defendant, based upon written notification of such event in accordance with instructions provided by Defendant’s Counsel, the attorneys’ fees and costs paid to Class Counsel to and/or Class Representative from the Settlement AdministratorFund, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) 9.1.1 This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) 9.1.2 The Court has entered an order granting Preliminary Approval of the Agreement; (c) 9.1.3 The Court has entered an order finally approving the Settlement Agreement, following Notice to the Settlement Class and a Final Approval Order finally approving Hearing, and has entered the AgreementFinal Judgment, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) 9.1.4 In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award Counsel, Incentive Payment to the Class RepresentativesRepresentative, and/or Settlement Administrator Fees, regardless of the amounts amount awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement, and Defendant’s entry into the Settlement Agreement shall not be considered, in any way, as an admission concerning liability or the propriety of class certification. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting the Order of Preliminary Approval and Publishing of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and of a Final Approval Hearing, as provided in required by Paragraph 3.2; b) the Federal Rules of Civil ProcedureCourt has entered the Judgment granting final approval to the settlement as set forth herein; and (dc) In the event that the Court enters an approval order and final judgment Judgment is no longer subject to direct appellate review, as described in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealableParagraph 1.13. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not metsatisfied, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 9.4 unless Proposed Settlement Class Counsel and Defendant’s PurFoods’ Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If this 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to PurFoods’ Counsel a complete list of all timely and valid requests for exclusion. 9.4 This Settlement Agreement is terminated or fails to become effective entered into only for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as purpose of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4settlement. In the event that certification of the Settlement is terminated Class, preliminary or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from final approval of the Settlement FundAgreement, or any other order necessary to effectuate this Settlement Agreement is denied, or if the Court or a reviewing court takes any action to impair or reduce the scope or effectiveness of the Releases set forth in Section 6 herein, or to impose greater or lesser financial or other burdens on PurFoods than those contemplated in this Settlement Agreement, then this Settlement Agreement shall be void ab initio, shall have no force or effect, and shall impose no obligations on the Parties except that the Parties (i) will be returned prohibited from using this Settlement Agreement and any settlement and mediation communications as evidence in the Litigation and (ii) agree to Defendant or its Insurer within thirty (30) calendar days after written notification cooperate in asking the Court to set a reasonable schedule for the resumption of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.Litigation; and

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 10.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) b. The Court has entered an order granting a Preliminary Approval Order approving of the Agreement; (c) c. The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 10.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 10.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one all of the following events occursoccur, and shall be the date which falls ten (10) calendar days after the last (in time) of the following events: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In the event that The Final Judgment has become Final, as defined above, or, if the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that if this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.Settlement 9.3. 9.3 If this Agreement is terminated or fails to become effective effective, including but not limited to, for the reasons set forth in Paragraphs 4.6, 4.7, 6.1, 6.2, and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of moment just prior to the signing of this AgreementAgreement and the Class Action Settlement Term Sheet entered into between Waste Management and the Class Representative shall be cancelled, null, and void. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement and the Class Action Settlement Term Sheet had never been entered into. If the Final Settlement Order and Judgment or any part of it is vacated, including Defendant’s right to seek to compel arbitration overturned, reversed, or rendered void as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated or fails to become effective for any other reason, Class Counsel shall comply with the Illinois Settlement Fund Undertaking and, within thirty (30) days repay to Waste Management, based upon written instructions provided by Waste Management’s Counsel, the full amount of the attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel from the Settlement Fund, including any accrued interest. If the attorneys’ fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall be returned to Defendant or its Insurer comply with the Undertaking and within thirty (30) calendar days after repay to Waste Management, based upon written notification of such event in accordance with instructions provided by DefendantWaste Management’s Counsel, the attorneys’ fees and costs paid to Class Counsel to and/or Class Representatives from the Settlement AdministratorFund, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date shall mean one (1) business day after the occurrence of this Settlement Agreement shall not occur unless and until each and every one all of the following events occurs: events: (ai) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) pursuant to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Courtcourt; and (ii) the time to appeal or seek permission to appeal from the Final Judgment Order and Judgment has expired or, if appealed, any appeal has been dismissed in its entirety, or the settlement set forth Final Judgment Order has been affirmed in its entirety by the court of last resort to which such appeal may be taken, and such dismissal or affirmance has become no longer subject to further appeal or review. Notwithstanding the above, any order modifying or reversing any Attorneys’ Fees and Expense Award or Service Award made in this case shall not affect the calculation of the Effective Date. 9.2 If the Court does not approve the Settlement Agreement is terminated or fails to become effective in accordance with its termsthe Effective Date does not occur for any reason, then this the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, ¶ 9.4 unless Class Counsel and Defendant’s Counsel counsel mutually agree in writing to proceed with this the Settlement Agreement. If any Party is in material breach of . 9.3 Within seven (7) days after the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinOpt-Out Date, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award Settlement Administrator shall furnish to Class Counsel and to Defendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 The Settlement Agreement may be terminated and cancelled at the sole and exclusive discretion of Defendant if 150 or more of the Settlement Class Members timely and validly exclude themselves from the Settlement Class, on the ground that exclusion at that level threatens to frustrate the essential purpose of this agreement. Defendant may exercise their right to terminate this Settlement Agreement under this subsection by providing written notification to Class Counsel of their election within five (5) business days after the Settlement Administrator has delivered the Opt-Out List to the Parties. 9.5 In the event that the Settlement Agreement or the releases set forth in ¶ 6.1 above are not approved by the Court, the Effective Date does not occur for any reason, or the incentive award to settlement set forth in the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1accordance with its terms, 6.2, 9.1, or 9.2 above, (a) the Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Party or Party’s counsel, and (b) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventParties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or Service Award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, the Settlement Fund shall be used to pay any Costs of Claims Administration that have already been incurred by the Settlement Administrator, and the Parties remaining Settlement Fund shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned back to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to insurer, as the Settlement Administratorcase may be.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date shall be conditioned on the occurrence of this Settlement Agreement shall not occur unless and until each and every one all of the following events occursevents: (a) This Agreement has been signed by the Parties Board’s approval of the Settlement and Class Counseleach of its terms, including the separately negotiated Fee and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedExpense Amount; (b) The the Court has entered an order granting Preliminary Approval the Scheduling Order, substantially in the form of Exhibit A attached hereto; and the Agreement;Court has entered the Order and Final Judgment, substantially in the form of Exhibit C attached hereto; and (c) The Court has entered a the Order and Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that Judgment has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealableFinal. 9.2. 7.2 If some or all any of the conditions specified in Paragraph 9.1 ¶7.1 are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3the provisions of ¶7.4, unless Class Counsel and Defendant’s Counsel counsel for the Settling Parties mutually agree in writing to proceed with an alternative or modified Stipulation and submit it for Court approval. 7.3 The Settling Parties shall each have the right to terminate the Settlement and this Agreement. If Stipulation, by providing written notice of their election to do so (“Termination Notice”) to the other parties to this Stipulation within thirty (30) days of any Party is in material breach of the terms hereoffollowing, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on which notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be constitute grounds for termination of the AgreementSettlement: (a) the Court’s refusal to enter the Scheduling Order in any material respect; (b) the Court’s refusal to enter the Order and Final Judgment in any material respect as to the Settlement; or (c) the date upon which the Order and Final Judgment is modified or reversed in any material respect by the Delaware Supreme Court. The provisions of ¶7.4 below shall apply to any termination under this paragraph. 9.3. 7.4 If for any reason this Agreement Stipulation is terminated terminated, cancelled, or otherwise fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the any reason: (a) The Settling Parties shall be restored to their respective positions in the Action as of that existed immediately prior to the date of the signing execution of this Agreement. In such eventStipulation; (b) All negotiations, proceedings, documents prepared, and statements made in connection with this Stipulation shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission by a Settling Party of any Final Approval Order act, matter, or proposition, and shall not be used in any manner for any purpose (other order than to enforce the terms remaining in effect) in any subsequent proceeding in the Derivative Matters or in any other action or proceeding; and (c) The terms and provisions of the Stipulation, with the exception of the provisions of ¶¶4.3 and 6.3, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Derivative Matters or in any other proceeding for any purpose, and any judgment or orders entered by the Court in accordance with the Stipulation’s terms of this Agreement shall be treated as vacated, nunc pro tunc. 7.5 No order of the Court or modification or reversal on appeal of any order of the Court concerning the amount of attorneys’ fees, costs, and expenses awarded by the Parties shall be returned Court to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by DefendantPlaintiff’s Counsel to shall constitute grounds for cancellation or termination of the Settlement AdministratorStipulation, affect the enforceability of the Stipulation, or delay or preclude the Order and Final Judgment from becoming Final.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 10.1 The Effective Date of this Settlement Agreement shall will not occur unless and until each and every one of the following events occurs, and will be the date upon which the last (in time) of the following events occurs: (a) 10.1.1 This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) 10.1.2 The Court has entered an order granting Preliminary Approval of the Agreement; (c) 10.1.3 The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealableSettlement, following Notice to the Settlement Class and Damages Settlement Subclass and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Agreement; and (d) In 10.1.4 The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.2. 10.2 If some or all of the conditions specified in Paragraph 9.1 10.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall may be canceled and terminated subject to Paragraph 9.310.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinSubject to Paragraph 8.1, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.the 9.3. 10.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.18.1, 6.28.2, 9.110.1, or 9.2 10.2 above, the Parties shall will be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall will be treated as vacated, nunc pro tunc, and the Parties shall will be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective Paragraph 11.4 below, this Agreement may not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by the Parties and Class Counsel¶3.1, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedhereof; (b) The Court Xxxxxxxx has entered an order granting Preliminary Approval of not exercised its option to terminate the AgreementSettlement Agreement pursuant to ¶9.3 hereof; (c) The the Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become Judgment granting final and unappealable, following Notice and a Final Approval Hearing, as provided in approval to the Federal Rules of Civil Proceduresettlement; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.7, hereof. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 ¶9.1 hereof are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its termssatisfied, then this the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3¶9.4 hereof, unless Settlement Class Counsel and Defendant’s Counsel counsel for Xxxxxxxx mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.39.3 Within 7 days after the deadline established by the Court for Persons to request exclusion from the Settlement Class, Settlement Class Counsel shall furnish to counsel for Xxxxxxxx a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). If Xxxxxxxx, in its sole discretion, shall have the option to terminate this Settlement Agreement if the aggregate number of Persons who submit valid and timely requests for exclusion from the Settlement Class exceeds 4% of the number of units of M3Power Razors sold at retail in the United States and Canada during the Settlement Class Period. 9.4 In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 aboveaccordance with its terms, the Settling Parties shall be restored to their respective positions in the Action Litigation, except that all scheduled litigation deadlines shall be reasonably extended so as of the date of the signing of this Agreementto avoid prejudice to any Settling Party or litigant. In such event, the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, and expenses awarded to Settlement Class Counsel, and/or the amount of incentive awards under ¶7.3 awarded by the Court, shall constitute grounds for cancellation or termination of the Settlement Agreement. 9.5 The Settling Parties shall be returned acknowledge that the Litigation includes a lawsuit filed as a putative class action in Canada by Xxxx Xxxx, a resident of Canada, as putative class representative, which lawsuit is captioned, Xxxx Xxxx x. Xxxxxxxx Canada Company and Xxx Xxxxxxxx Xxxxxxx, Court File 40721 (Ontario Superior Court of Justice, London, Ontario) (the “Canadian Action”). Xxxx Xxxx agrees to the status quo ante terms of the settlement set forth in this Settlement Agreement, including, without limitation, ¶6.1 hereinabove and this ¶9.5, as signified by the signature of his counsel herein below. The Settling Parties, with Xxxx Xxxx, stipulate and agree to a stay of the Canadian Action pending implementation of the settlement contained in this Settlement Agreement and, upon the Effective Date, to dismissal of the Canadian Action with prejudice, and further stipulate and agree to use their best efforts to secure such orders from the Canadian court as may be necessary to implement the foregoing. In the event that final approval of the settlement is granted as to the United States part of the Settlement Class, but final approval of the settlement is not secured in the consolidated proceedings in Massachusetts with respect to the Actions as if this Agreement had never been entered intoCanadian part of the Settlement Class, including Defendanti.e., the Court’s right to seek to compel arbitration entry of Judgment does not grant final approval of the settlement as to the Plaintiffs named Canadian part of the Settlement Class and finds that the Release provided for in Section 6 hereof does not apply to the Canadian part of the Settlement Class, the settlement will proceed with respect to the United States portion of the settlement only, as modified as follows: (a) The $7.5 million Settlement Fund shall be reduced by (i) the actual cost of notice in Canada with at least an approximate 80% reach; (ii) the anticipated cost of Claims Administration in Canada; and (iii) a pro rata Canadian share of the balance of the Settlement Fund remaining after the cost of notice and Claims Administration, as measured by the percentage of M3Power Razor retail unit sales in Canada during the Canadian Settlement Class Period versus the total M3Power Razor retail unit sales in the Second Amended Complaint. 9.4United States and Canada during the respective class periods. In Notwithstanding the event the Settlement is terminated or fails to become effective for any reasonforegoing, the Illinois amount of the reduction in the $7.5 million Settlement Fund pursuant to ¶¶9.5(a)(i) and Ohio Settlement Fund9.5(a)(ii) shall not exceed a cumulative total of $650,000, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, all such costs in excess thereof shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided borne by Defendant’s Counsel to the Settlement AdministratorXxxxxxxx.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement Stipulation shall not occur unless be conditioned, and until each and every one shall be deemed to have occurred, upon the occurrence or waiver of all of the following events occursevents: (a) This Agreement the Court has been signed entered the Notice Order, as required by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed¶4.1 hereof; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited by Defendants or their insurers into the AgreementEscrow Account maintained by the Escrow Agent, as required by ¶2.1 hereof; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶8.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementJudgment, in the form of Exhibit B attached hereto, or a judgment such other substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in similar form mutually agreed to by the Federal Rules of Civil ProcedureSettling Parties; and (de) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.13 hereof. 9.28.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all remaining interest or right of Defendants or their insurers in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶8.1 hereof are not met, or then the Stipulation shall be canceled and terminated subject to ¶8.5 hereof unless Lead Counsel and counsel for Defendants mutually agree in writing to proceed with the Stipulation. 8.3 Defendants shall have the option to terminate the Settlement in the event that Persons who purchased or acquired more than a certain number of shares of Terex common stock during the Settlement Class Period choose to exclude themselves from the Settlement Class (“Opt-Out Threshold”), as set forth in a separate agreement (the “Supplemental Agreement”) executed between Lead Counsel and Defendants’ counsel, which is incorporated by reference into this Stipulation. The Opt-Out Threshold may be disclosed to the Court for purposes of approval of the Settlement, as may be required by the Court, but such disclosure shall be carried out to the fullest extent possible in accordance with the practices of the Court so as to maintain the Opt-Out Threshold as confidential. 8.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, then within ten (10) business days after written notification of such event is sent by counsel for Defendants or Lead Counsel to the Escrow Agent, the Settlement Agreement Fund (including accrued interest), less any expenses and costs reasonably and actually incurred pursuant to ¶2.7 and paid from the Settlement Fund and Taxes and Tax Expenses that have been paid pursuant to ¶2.8 hereof, shall be refunded by the Escrow Agent pursuant to written instructions from counsel for Defendants. At the request of Defendants’ counsel, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written direction from Defendants’ counsel. 8.5 In the event that the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as of the date of the signing of this AgreementFebruary 8, 2019. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶2.7-2.9, 8.3-8.4, 8.6, 9.4 and 9.5 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or any Fee and Expense Award shall constitute grounds for cancellation or termination of the Stipulation. 8.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither the Plaintiffs nor Lead Counsel shall have any obligation to repay any amounts actually and properly disbursed for notice costs and Taxes and Tax Expenses pursuant to ¶¶2.7-2.8 hereof. In addition, any expenses already incurred and properly chargeable pursuant to ¶2.7 hereof at the time of such termination or cancellation, but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the balance being refunded in accordance with ¶¶2.9 and 8.4 hereof. 8.7 If a case is commenced in respect to any Defendant under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver or conservator is appointed under any similar law, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In event of the event entry of a final order of a court of competent jurisdiction determining the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from transfer of the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification any portion thereof, by or on behalf of such event in accordance with instructions provided by Defendant’s Counsel Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction, and any portion thereof is required to be returned, and such amount is not promptly deposited to the Settlement AdministratorFund by others, then, at Plaintiffs’ option, as to such Defendant, the releases given and Judgment entered in favor of such Defendant pursuant to this Stipulation shall be null and void.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.12: (a) a. This Agreement has been signed by the Parties Parties, Class Counsel and Class Defendant’s Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) b. The Court has entered an order granting a Preliminary Approval of Order approving the Agreement; (c) c. The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award awards to the Class RepresentativesRepresentative, regardless of the amounts awarded, awarded shall not prevent the Settlement Agreement from becoming effectiveeffective and settlement payments being distributed, nor shall it they be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. 9.4 In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fundrespective settlement funds, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) a. This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) b. The Court has entered an order granting a Preliminary Approval Order approving of the Agreement; (c) c. The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) d. In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.11: (a) This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendants’ Counsel; (b) The Court has entered an order granting the Preliminary Approval of Order approving the Agreement; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in and has entered the Federal Rules of Civil ProcedureFinal Approval Order, or a judgment materially identical to the Final Approval Order, and such order or judgment has become final and unappealable; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or of all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3terminated, unless Class Counsel and Defendant’s Defendants’ Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award Individual Settlement Amount for Non-FMWA Claims to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the this Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement Agreement, including, but not limited to, class certification, shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into. In addition, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the this Settlement Agreement is terminated or fails to become effective for the reasons set forth above, it shall not be used for any reasonpurpose, including without limitation, in connection with the Illinois Settlement Fund and Ohio Settlement FundAction or any other lawsuit, together with any earnings thereon at the same rate as earnedadministrative, less any taxes paid or dueother legal proceeding, less Settlement Administrative Expenses actually incurred and paid claim, investigation, or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratorcomplaint.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) This Settlement Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedChandon’s Counsel; (b) The Court has entered an order granting Preliminary Approval of the Settlement Agreement; (c) The Court has entered a Final Approval Order an order finally approving the Settlement Agreement, or a judgment substantially consistent with this following notice to the Settlement Agreement that has become final and unappealable, following Notice Class and a Final Approval Hearing, as provided in the Federal California Rules of Civil Procedure, and has entered the Final Judgment, or a judgment substantially consistent with this Settlement Agreement; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval OrderJudgment”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Settlement Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and DefendantChandon’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Settlement Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything hereinto the contrary in this Settlement Agreement, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Settlement Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Settlement Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered intointo and, including Defendant’s right pursuant to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Paragraph 10.4 below, this Settlement is terminated or fails to become effective Agreement shall not be used for any reason, purpose whatsoever against any of the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement AdministratorParties.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 8.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed by execution of the Parties Stipulation and Class Counsel, and such other documents as may be required to obtain final Court approval of the individual settlement agreements with Xxxxxxxxx Xxxxx, Stipulation in a form satisfactory to the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedSettling Parties; (b) The Court the Settlement Amount has entered an order granting Preliminary Approval of been deposited into the AgreementEscrow Account; (c) The Defendants have not exercised their option to terminate the Stipulation pursuant to ¶8.3 hereof; (d) the Court has entered a Final Approval Order finally approving the AgreementNotice Order, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingin the form of Exhibit A hereto, as provided required by ¶4.1 hereof; (e) the Court has entered the Judgment, substantially in the Federal Rules form of Civil ProcedureExhibit B hereto; and (df) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal, as defined in ¶1.9 hereof. 9.28.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If some or all of the conditions specified in Paragraph 9.1 ¶8.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to ¶8.4 hereof unless Lead Counsel and counsel for Defendants mutually agree in writing to proceed with the Settlement. 8.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the Class have timely requested exclusion from the Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and such Persons in the aggregate purchased a number of shares of Rubicon common stock pursuant to the March 2014 Offering in an amount greater than the sum specified in a separate Supplemental Agreement Regarding Requests for Exclusion (“Supplemental Agreement”) executed between Lead Plaintiff and Defendants, Defendants shall have the option (which option must be exercised unanimously) to terminate this Stipulation and Settlement in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute between Lead Plaintiff and Defendants concerning its interpretation or application arises. Copies of all requests for exclusion received, together with copies of all written revocations of requests for exclusion, shall be promptly delivered to Defendants’ counsel by Lead Counsel or the Claims Administrator, and in any event not less than fourteen (14) days prior to the Settlement Hearing. Defendants may terminate the Stipulation and Settlement by serving written notice of termination on the Court and Lead Counsel on or before five (5) business days after the receipt of all of the copies of the requests for exclusion, on or before five (5) business days after the Court grants additional time for exclusion for any reason, or on or before three (3) business days before the Settlement Hearing, whichever occurs last. In the event that Defendants serve a written notice of termination, Defendants may withdraw their written notice of termination by providing written notice of such withdrawal to Lead Counsel and to the Court by no later than 5:00 PM Eastern Time on the day prior to the Settlement Hearing, or by such later date as shall be agreed upon in writing as between Lead Counsel and Defendants’ counsel. 8.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for Defendants or Lead Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶3.6 or 3.7 hereof, shall be refunded pursuant to written instructions from Defendants’ counsel. 8.5 In the event that this Settlement Agreement the Stipulation is not approved by the Court, Court or the settlement Settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action as of October 29, 2015, and the date Settlement Fund (including accrued interest), less expenses which have either been incurred or disbursed pursuant to ¶¶3.6 or 3.7 shall be returned to the original source of the signing of this AgreementSettlement Fund. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.25, 3.6-3.8, 7.2, 8.4-8.5 and 9.3-9.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Action or in any Final Approval Order other proceeding for any purpose, and any Judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, and the Settling Parties shall be returned deemed to return to their status as of October 29, 2015. No order of the status quo ante with respect Court or modification or reversal on appeal of any such order of the Court concerning the Plan of Allocation or the amount of any attorneys’ fees, costs, and expenses, and interest awarded by the Court to Lead Counsel shall constitute grounds for cancellation or termination of the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.4. In 8.6 Lead Counsel shall have the event right but not the obligation to terminate the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty twenty-one (3021) calendar days after written notification the failure of such event in accordance with instructions provided by Defendant’s Counsel Rubicon to timely pay the Settlement AdministratorAmount.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.11: (a) This Agreement has been signed by the Parties and Parties, Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedDefendant’s Counsel; (b) The Court has entered an order granting the Preliminary Approval of Order approving the Agreement; (c) The Court has entered a the Final Approval Order finally approving the AgreementOrder, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a materially identical to the Final Approval HearingOrder, as provided in and the Federal Rules of Civil ProcedureEffective Date has occurred; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, the date on which that Alternative Approval Order has become becomes final and unappealableall appeals of the Alternative Approval Order, if any, have been resolved. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3unless, unless within 20 days, Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the this Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement Agreement, including, but not limited to, class certification, shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.this 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, -6.2 or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant, based upon written instructions provided by Defendant’s Counsel. In the event Defendant terminates this Agreements because of Plaintiffs or Class Counsel breach of this Agreement, Class Counsel shall refund to Defendant, based upon written instructions provided by Defendant’s Counsel, any Settlement Administration costs actually incurred prior to termination. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representatives from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 7.1 The Effective Date of this Settlement Agreement the Stipulation shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (a) This Agreement has been signed the contribution to the Settlement Fund by the Parties City and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedATS as required by ¶ 2.1 hereof; (b) The Court has entered an order granting the entry of the Preliminary Approval of Order, as required by ¶ 3.1 hereof, by the AgreementCourt; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this approval of the Settlement Agreement that has become final and unappealableby the Court, following Notice notice to the Class and a Final Approval Hearinghearing, as provided in Rule 1.220 of the Federal Florida Rules of Civil Procedure, and the entry of the Judgment, as defined in ¶ 1.8; and (d) In the Judgment having become Final, as defined in ¶ 1.7 hereof, or, in the event that the Court enters an approval order and final a judgment in a form other than that provided above (the “Alternative Approval OrderJudgment”) to and which has the Parties have consentedconsent of the Settling Parties, that such Alternative Approval Order has Judgment having become final and unappealableFinal. 9.2. 7.2 If some or all of the conditions specified in Paragraph 9.1 ¶ 7.1 hereof are not met, or in the event that this Settlement Agreement Stipulation is not approved by the Court, or the Settlement set forth in this Stipulation is terminated or fails to become effective in accord with its terms, then this Stipulation shall be canceled and terminated subject to ¶ 7.4 hereof unless Lead Counsel and counsel for Settling Defendants mutually agree in writing to proceed with the Stipulation. None of the Settling Parties, or any of them, shall have any obligation whatsoever to proceed under any terms other than those provided for and agreed upon herein. If any Settling Party commits a material breach of the terms of this Stipulation, any other party, provided that it is in substantial compliance with the terms of this Stipulation, may, at its option, seek to have the Court enforce the terms of the Stipulation or terminate the Stipulation on notice to all of the Settling Parties. 7.3 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by counsel for Settling Defendants or Lead Counsel to the Claims Administrator, the Settlement Fund (including accrued interest), shall be refunded by the Claims Administrator to the City and ATS in proportion to the amount paid by each pursuant to ¶ 2.1 hereof to Counsel for the City (with respect to amounts paid by the City pursuant to ¶ 2.1 hereof) and counsel for ATS (with respect to the amount paid by ATS pursuant to ¶ 2.1 hereof). 7.4 In the event that the Stipulation is not approved by the Court or the settlement set forth in this Agreement the Stipulation is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Settling Parties shall be restored to their respective positions in the Action Litigation as of the date of the signing of this AgreementStipulation. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 2.5, 2.6, 2.7, 6.3, 6.6, 7.2-7.4, and 8 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any Final Approval Order other proceeding for any purpose, and any judgment or other order entered by the Court in accordance with the terms of this Agreement the Stipulation shall be treated as vacated, nunc pro tunc, . No order of the Court or modification or reversal on appeal of any order of the Court concerning the amount of any attorneys’ fees and costs awarded by the Parties Court to Lead Counsel shall be returned to constitute grounds for cancellation or termination of the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended ComplaintStipulation. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, 6.1 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement.If 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, -6.2 or 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into. Within five (5) business days after written notification of termination as provided in this Agreement is sent to the other Parties, the Settlement Fund (including accrued interest thereon), less any Settlement Administration costs actually incurred, paid or payable and less any taxes and tax expenses paid, due or owing, shall be refunded by the Settlement Administrator to Defendant, based upon written instructions provided by Defendant’s Counsel. In the event Defendant terminates this Agreements because of Plaintiffs or Class Counsel breach of this Agreement, Class Counsel shall refund to Defendant, based upon written instructions provided by Defendant’s Counsel, any Settlement Administration costs actually incurred prior to termination. In the event that the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within thirty (30) days repay to Defendant, based upon written instructions provided by Defendant’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4any accrued interest. In the event the Settlement is terminated attorney fees and costs awarded by the Court or fails any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to become effective for any reasonDefendant, based upon written instructions provided by Defendant’s Counsel, the Illinois Settlement Fund attorneys’ fees and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes costs paid or due, less Settlement Administrative Expenses actually incurred and paid or payable to Class Counsel and/or Class Representatives from the Settlement Fund, shall be returned to Defendant in the amount vacated or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administratormodified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs and every one shall be the date upon which the last (in time) of the following events occurs: (a) This Agreement has been signed by the The Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx their counsel have been fully executedexecuted this Agreement; (b) The Court has entered an order granting the Preliminary Approval of the AgreementOrder; (c) The Court has entered a Final Approval Order an order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearingto the Settlement Class, as provided in the Federal Rules of Civil ProcedureCPLR, and has entered the Final Judgment, or a judgment consistent with this Agreement in all material respects; and (d) In The Final Judgment has become Final, as defined above, or, in the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consentedAlternate Judgment, that Alternative Approval Order has become final and unappealablesuch Alternate Judgment becomes Final. 9.2. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement Settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.36.1, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Partiesof the Parties and Settlement Class Members. Notwithstanding anything herein, the Parties agree that the Court’s decision as failure to approve, in whole or in part, the amount of the Illinois Fee Award and Ohio Fee Award to be requested by Class Counsel set forth above or and/or the incentive award Service Awards to be requested for the Class Representatives, regardless of the amounts awardedas set forth in Paragraph 8 above, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreementtermination. 9.3. 9.3 If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 6.1 and 9.1, or -9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs subject to the provisions in Section 1.12: (a) a. This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedParties; (b) b. The Court has entered an order granting the Preliminary Approval of the Agreement;Order; and (c) c. The Court has entered a the Final Approval Order finally approving the AgreementOrder, or a judgment substantially consistent with materially identical to this Settlement Agreement that has become final and unappealable, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. 9.2 If some or all of the conditions specified in Paragraph Section 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph Section 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award Service Award to the Class RepresentativesRepresentative, regardless of the amounts awarded, shall not prevent the Settlement Agreement from becoming effective, nor shall it be grounds for termination of the Settlement Agreement. 9.3. 9.3 If this Settlement Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions Action as if this Settlement Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1. 9.1 The Effective Date of this Settlement Agreement the settlement shall not occur unless and until each and every one be conditioned on the occurrence of all of the following events occursevents: (ai) This Agreement the Court has been signed entered the Order of Preliminary Approval and publishing of notice of a Final Fairness Hearing as required by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed¶ 3.1; (bii) The Nucor has not exercised its option to terminate the Settlement Agreement pursuant to ¶ 4.3; (iii) the Court has entered an order the Judgment granting Preliminary Approval of final approval to the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, settlement as provided in the Federal Rules of Civil Procedureset forth herein; and (div) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order Judgment has become final and unappealableFinal as defined in ¶ 1.11. 9.2. 9.2 If some or all any of the conditions specified in Paragraph ¶ 9.1 are not met, or in the event that this Settlement Agreement is not approved by satisfied, the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled cancelled and terminated subject to Paragraph 9.3, ¶ 9.4 unless Class Counsel and Defendant’s Counsel counsel for Nucor mutually agree in writing to proceed with this the Settlement Agreement. If any Party is in material breach of . 9.3 Within seven (7) days after the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything hereinOpt-Out Date, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award Claims Administrator shall furnish to Class Counsel set forth above and to Nucor’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that the Settlement Agreement or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons releases set forth in Paragraphs ¶¶ 6.1, 6.2, 9.1, and 6.3 above are not approved by the Court or 9.2 above, the settlement set forth in the Settlement Agreement is terminated in accordance with its terms: (i) the Settling Parties shall be restored to their respective positions in the Action Litigation and shall jointly request that all scheduled Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel; and (ii) the terms and provisions of the date of Settlement Agreement shall have no further force and effect with respect to the signing of this Agreement. In such eventSettling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any Final Approval Order judgment or other order entered by the Court in accordance with the terms of this the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, and no order of the Parties Court or modification or reversal on appeal of any order reducing the amount of attorneys’ fees, costs, expenses, and/or service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, Nucor shall be returned obligated to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated pay amounts already billed or fails to become effective incurred for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification costs of such event in accordance with instructions provided by Defendant’s Counsel notice to the Settlement AdministratorClass, Claims Administration, and dispute resolution, and shall not, at any time, seek recovery of same from any other party to the Litigation or from counsel to any other party to the Litigation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1A. This Stipulation shall be subject to the following conditions and, except as provided herein, shall be canceled and terminated unless: 1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of Court enters the following events occurs: (a) This Agreement has been signed by the Parties and Class CounselPreliminary Approval Order, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executedas provided in Section III; (b) 2. The Court has entered an order granting Preliminary Approval approved the Settlement as described herein, following distribution of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final Mailed Notice and unappealable, following Summary Notice and a Final Settlement Approval Hearing, as provided in prescribed by Rule 23.1 of the Federal Rules of Civil Procedure; and, and has entered the Judgment, as provided in Section IV; (d) In 3. The Court shall have entered the event that Judgment, in all material respects in the Court enters form set forth in Exhibit C attached hereto, or an approval order and final judgment in a form other than that provided above is not in all material respects identical to Exhibit C attached hereto (an “Alternative Approval OrderJudgment”) if all the parties hereto agree to which such Alternative Judgment; 4. No order of the Parties have consentedCourt, that or modification or reversal on appeal of any order of the Court, concerning the amount of attorneys’ fees or expenses constitutes grounds for cancellation or termination of this Stipulation or the Settlement; 5. The Judgment, or any Alternative Approval Order Judgment, becomes Final; and 6. Settlement in the Securities Class Action has become final and unappealableFinal. The parties hereto expressly recognize that Settlement pursuant to this Stipulation is expressly conditioned upon settlement in the Securities Class Action becoming Final. 9.2. B. Upon the Effective Date, Plaintiffs, Escala and all current and former Escala Shareholders, on behalf of themselves, and their respective current, future and former heirs, executors, administrators, personal representatives, attorneys, agents, partners, successors and assigns, and any other Person claiming (now or in the future) to have acted through or on behalf of them, shall hereby be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever, released, relinquished, settled and discharged the Released Parties from the Released Claims and shall be permanently barred and enjoined from instituting, commencing, or prosecuting or asserting any Released Claim against any of the Released Parties. C. Upon the Effective Date, each of the Defendants and the Released Parties shall be deemed to have, and by operation of the Judgment shall have, fully, finally and forever released, relinquished and discharged Plaintiffs and Plaintiffs' counsel from all claims that arise out of or in connection with, or relate to their institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims. D. If some or all of the conditions specified in Paragraph 9.1 paragraph A of this Section are not met, or in then the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.3terminated, unless Class Counsel Plaintiffs, Defendants and Defendant’s Counsel mutually Amper each authorize their counsel to agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the AgreementSettlement. 9.3. E. If either (a) the Effective Date does not occur, (b) this Agreement Stipulation is canceled or terminated or fails pursuant to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1its terms, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event (c) the Settlement is terminated or fails to does not become effective Final for any reason, then any and all sums paid by the Illinois Settlement Fund Individual Defendants' insurer(s) and Ohio Settlement FundXxxxx'x insurer(s) to Escala pursuant to Section II hereof, together with and any earnings thereon at amounts paid by Escala or the same rate as earnedinsurance carriers to Lead Counsel pursuant to Section V hereof, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fundall interest earned on such sums, shall be returned refunded by Xxxxxx to Defendant the Individual Defendants' insurer(s) and Xxxxx’x insurer(s) in the same proportion to the amounts contributed by each such Person pursuant to Section II hereof, and by Lead Counsel to Escala or its Insurer the insurance carriers, respectively. All refunds described in the preceding sentence shall be made within thirty ten (3010) calendar business days after written notification of such event in accordance with instructions provided by Defendant’s Counsel cancellation or termination. F. If either (a) the Effective Date does not occur, (b) this Stipulation is canceled or terminated pursuant to its terms, or (c) the Settlement Administratordoes not become Final for any reason, all of the parties to this Stipulation shall be deemed to have reverted to their respective status as of March 7, 2008, and they shall proceed in all respects as if this Stipulation had not been executed and the related orders had not been entered, preserving in that event all of their respective claims and defenses in the Action. Notwithstanding the foregoing language, the following provisions of this Stipulation shall survive any termination or cancellation of the Settlement: Section VI(D) (“Conditions of Settlement, Effect of Disapproval Cancellation or Termination”); Section VII (“No Admissions”).