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 the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12 9.2 If all conditions specified in Paragraph 9.1 are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has Defendatns have not exercised its option to their optionto terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; cb) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.13. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s Defendants’ 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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.6 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ TMH has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZTMH’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZTMH’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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ TMH shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Canon has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment Judgment, granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Interim Class Counsel and ETZCanon’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after If the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that Court rejects the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Litigation will recommence and the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Canon shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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 10.1. The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; (b) ETZ OSF has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.4; (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and (d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 10.2. If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with the Settlement Agreement.OSF 9.3 10.3. Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”).OSF 9.4 10.4. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 its counsel, and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ OSF shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ CSI has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZCSI’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZCSI’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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ CSI shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.11 above 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) a. the Court has entered the Order of Preliminary Approval Order and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 8.1; b) ETZ x. Xxxxxx has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 3.3; c) c. the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) d. the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZ’s counsel Defense Counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel Defense Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Xxxxxx shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class and Settlement Administration above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Nebraska Medicine has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Nebraska Medicine mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s Nebraska Medicine'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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s 's counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys' fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Nebraska Medicine shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 The Effective Date of If this Agreement is not approved by the Court, or the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has in this Agreement is terminated or fails to become Finaleffective in accordance with its terms, as defined in Paragraph 1.11 and 1.12 9.2 If all conditions specified in Paragraph 9.1 are not satisfied, the then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 6.1 unless Proposed Settlement Class Counsel and ETZDefendant’s counsel Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the Settlement terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement. 9.3 Within seven (7) days after , may terminate this Agreement on notice to all of the Opt-Out Datesettling parties. Notwithstanding anything herein, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event Parties agree that the Settlement Agreement Court’s failure to approve, in whole or in part, the releases Fee Award and/or expenses and/or the Incentive Award set forth in Paragraphs 6.1, 6.2Section 8 above shall not be grounds for termination, and 6.3 are not approved that the difference between the amount(s) awarded by the Court or for the settlement set forth in Fee Award and/or expenses and/or Incentive Award and the respective amounts contemplated by this Agreement shall be added to the Net Settlement Fund. 9.2 If this Agreement is terminated in accordance with its termsor fails to become effective, (i) the Settling Parties shall be restored to their respective positions in the Litigation Action as of the moment just prior to the signing of this Agreement and the Class Action Settlement Term Sheet entered into between Xxxxxxx Auto and the Class Representative 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 counselcancelled, null, and (b) 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 void. In such event, any Final Judgment or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement this Agreement shall be treated as DocuSign Envelope ID: F957AB94-7A05-4349-8263-42D5FD3904CD vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement , and the Parties shall be returned 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement status quo ante with respect to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to Action as if this Agreement and the Class Action Settlement Class 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 LitigationTerm Sheet had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ OFP has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZOFP’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ OFP shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ has Defendants have not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Co-Lead Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Co-Lead Settlement Class Counsel and to ETZ’s Defendants’ 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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards incentive awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 10.1. Plaintiffs, on behalf of the Settlement Class, and Defendants shall each have the right to terminate the Settlement and Stipulation by providing written notice of his or its election to do so (“Termination Notice”) to all other Parties within seven Business Days of: (i) entry of a Court order declining to enter the Preliminary Approval Order in any material respect; (ii) entry of a Court order refusing to approve this Stipulation in any material respect; (iii) entry of a Court order declining to enter the Final Judgment in any material respect; (iv) entry of a Court order refusing to dismiss the Action with prejudice; (v) entry of an order by which the Final Judgment is modified or reversed in any material respect by any appeal or review; or (vi) failure on the part of any Party to abide, in material respect, with the terms of this Stipulation. In the absence of any of the events enumerated in the preceding sentence, ¶10.2, ¶ 10.5, or ¶ 10.6, no Party shall have the right to terminate the Stipulation for any reason. 10.2. If the Settlement Amount is not paid into the Escrow Account in accordance with ¶ 2.1 of this Stipulation, then Plaintiffs, on behalf of the Settlement Class, shall have the right to: (a) terminate the Settlement and Stipulation by providing written notice to Defendants at any time prior to the Court’s entry of the Final Judgment; or (b) enforce the terms of the Settlement and this Stipulation and seek a judgment effecting the terms herein. 10.3. The Effective Date of the settlement this Stipulation (“Effective Date”) shall be conditioned on the occurrence of all not occur unless and until each of the following eventsevents occurs, and it shall be the date upon which the last in time of the following events occurs: (a) Defendants have not exercised their option to terminate the Settlement pursuant to ¶ 10.5; (b) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, Order attached hereto as required by Paragraph 3.2Exhibit A or an order containing materially the same terms; b(c) ETZ the sum of $1,000,000 has not exercised its option to terminate been paid into the Settlement Agreement pursuant to Paragraph 2.7;Escrow Account, as c(d) the Court has approved the Settlement, following notice to the Settlement Class and the Settlement Hearing, and has entered the Final Judgment; (e) the Final Judgment granting final approval has become Final as defined in ¶ 1.16; and (f) the Action has been dismissed with prejudice. 10.4. Upon the occurrence of the Effective Date, any and all interest or right of Defendants or the Insurers in or to the settlement Settlement Fund, if any, shall be absolutely and forever extinguished, except as set forth herein; andin this Stipulation. d) the Judgment has become Final10.5. If prior to Final Judgment, as defined in Paragraph 1.11 and 1.12 9.2 If all conditions specified in Paragraph 9.1 are not satisfied, the Settlement Agreement shall Persons who otherwise would be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed Members have filed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel Court valid and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (from the 10.6. Defendants shall not have the “Opt-Out List”)right to terminate the Stipulation if the Settlement Amount is not paid pursuant to ¶ 2.1. None of the Parties, or any of them, shall have any obligation whatsoever to proceed under any terms other than those provided for and agreed herein. If any Party engages in a material breach of the terms hereof, any other Party, provided that he, she, or it is in substantial compliance with the terms of this Stipulation, may terminate this Stipulation on notice to all the Parties. Additionally, if Defendants do not timely pay the Settlement Amount, Plaintiffs, at their sole discretion, may file a motion to enforce the Stipulation and payment of the Settlement Amount or terminate the Settlement. 9.4 10.7. In the event that the Settlement Agreement Stipulation shall terminate, or be canceled, or shall not become effective for any reason, the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or 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 Litigation Action immediately prior to April 19, 2021, and they shall jointly request proceed in all respects as if the Stipulation had not been executed and the related orders had not been entered, and in that all scheduled litigation deadlines be reasonably extended event all 10.8. In the event that the Stipulation is not approved by the Court so as or the Settlement set forth in this Stipulation is terminated or fails to avoid prejudice to any Settling Party or Settling Party’s counselbecome effective in accordance with its terms, and (b) the terms and provisions of the Settlement Agreement this Stipulation, except as otherwise provided herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement this Stipulation shall be treated as vacated, nunc pro tunc. 10.9. Notwithstanding In the event the Stipulation shall be terminated, or be canceled, or shall not become effective for any statement reason, within seven Business Days (except as otherwise provided in this the Supplemental Agreement) after the occurrence of such event, the Settlement Agreement Fund (less taxes already paid and any Administrative Costs which have either been disbursed or are determined to be chargeable) shall be refunded by the Escrow Agent to the contraryInsurers and IGC, no in proportion to their contribution to the Settlement Fund, plus accrued interest attributable to that amount by check or wire transfer pursuant to written instructions from the Insurers. At the request of IGC or the Insurers, 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 fees or expenses incurred in connection with such application(s) for refund, to IGC or the Insurers pursuant to written direction from the Insurers. 10.10. No order of the Court or modification or reversal on appeal of any order reducing of the amount Court concerning the Plan of Allocation or the Fee Award and Costs, and/or Service Awards Expense Application shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 LitigationStipulation.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of noticed a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ LCS has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7;¶ 4.3 or as otherwise permitted by this Settlement Agreement; Docusign Envelope ID: E7AE1CF7-080D-407C-AC99-A2FFB35A6C35 c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for LCS mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 therein are not approved by the Court or 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 Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Defendant has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Defendant mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 11.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of has published a Notice of a for the Final Fairness Hearing, as required by Paragraph 3.2§ IV.3.1; b) ETZ Gas South has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7§ IV.5.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12§ IV.1.12. 9.2 11.2 If all of the conditions specified in Paragraph 9.1 § IV.11.1 hereof are not satisfied, the Settlement Agreement shall be canceled cancelled and terminated subject to Paragraph 9.4 § IV.11.4 unless Proposed Settlement Class Counsel and ETZ’s counsel the Settling Parties mutually agree in writing to proceed with the Settlement Agreementsettlement. 9.3 11.3 Within seven fourteen (714) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel for the Settling Parties a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 11.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Gas South shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution and shall not, at any time, seek recovery of same from any other party to the Litigation Plaintiffs or from counsel to any other party to the LitigationProposed Settlement Class Counsel.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ Defendant has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7;¶ 4.3, cb) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.14. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶ 1.14 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZDefendant’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven fourteen (714) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 ¶ 6.1 above are not approved by the Court or the settlement 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 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 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 judgment Judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ 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, ETZ Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Class, Settlement Class Administration, and Settlement Administration Dispute Resolution pursuant to ¶¶ 2.4, 3.2, 9.1-9.4 above 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Navicent has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 10.2 If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZNavicent’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZNavicent’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Navicent shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.6 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the 1. The Court has entered the Order of Preliminary Approval Order and Publishing of Notice of a Final Fairness Approval Hearing, as required by Paragraph 3.2¶¶ 3.1 and 3.4; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the 2. The Court has entered the Final Judgment and Order granting final approval to the settlement as set forth herein; and d) the 3. The Final Judgment and Order has become Final, as defined in Paragraph 1.11 and ¶ 1.12 9.2 . If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 terminated, unless Proposed Settlement Class Counsel and ETZ’s counsel for Advent Health mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 9.2 In the event that the Settlement Agreement or the releases set forth in Paragraphs ¶¶ 1.21-1.23, 1.30 and 6.1, 6.2, and 6.3 -6.2 above are not approved by the Court or 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 Litigation Action and shall jointly request that all scheduled litigation Action deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 Action or in any other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Advent Health shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration dispute resolution, and shall not, at any time, seek recovery of same from any other party to the Litigation Action or from counsel to any other party to the LitigationAction.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 9.1. The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by Paragraph 3.2¶ 3.1; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 9.2. If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 9.3 unless Proposed Settlement Class Counsel and ETZ’s Xxxxxx’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 9.3. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 Litigation as if the Agreement had never been entered into (and without prejudice to any of the Parties’ respective positions on the issue of class certification or any other issue) and shall jointly request that all scheduled litigation deadlines deadlines, including the deadline for Teijin to respond to the Complaint, 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 Settlement 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 judgment or order entered by the Court in accordance with the terms of 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 Fee Award attorneys’ fees and Costs, litigation costs or expenses and/or Service Awards the service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Teijin shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Notice and Settlement Claims 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. 9.4. This Settlement Agreement may be terminated and/or cancelled by any of the 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 not reinstated and finally approved without material change by the Court on remand; or (iii) the Court or any reviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the proposed Preliminary Approval Order, the Preliminary Approval Order, the proposed Judgment, the Judgment, or the Settlement Agreement, other than the amount of attorneys’ fees and expenses.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the 18.1 The Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the 18.2 The Judgment has become Final, as defined in Paragraph 1.11 and 1.12 9.2 Section 3.10. If all conditions specified in Paragraph 9.1 Sections 18.1, and 18.2 are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 Section 18.4 unless Proposed Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 18.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 18.4 In the event that the Settlement Agreement or the releases release set forth in Paragraphs 6.1, 6.2, and 6.3 Sections 11 are not approved by the Court or 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 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 (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ the Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to Sections 5 and 9 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the 18.1 The Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the 18.2 The Judgment has become Final, as defined in Paragraph 1.11 and 1.12 9.2 Section 3.10. If all conditions specified in Paragraph 9.1 Sections 18.1, and 18.2 are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 Section 18.4 unless Proposed Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 18.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 18.4 In the event that the Settlement Agreement or the releases Release set forth in Paragraphs 6.1, 6.2, and 6.3 Section 11 are not approved by the Court or 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 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 (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ the Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to Sections 6 and 10 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Startek has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Startek mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZStartek’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 Agreement, the releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 6.3 6.3, or the definitions in paragraphs ¶¶ 1.20, 1.21, and 1.28 are not approved by the Court or 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 Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Startek shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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. Notwithstanding the above, if one or more of the releases and definitions in ¶¶ 1.20, 1.21, 1.28, 6.1, 6.2 and 6.3 are not approved by the Court as written, Class Counsel and Startek’s counsel can mutually agree in writing to proceed with the Settlement Agreement.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Defendant has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Defendant mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) 10 days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards incentive award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration 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 6.1 The Effective Date of the settlement this Stipulation shall be conditioned on the occurrence of all of the following events: a) a. approval of the Court has entered the Order of Preliminary Approval and Publishing of Notice of Settlement at a Final Fairness Hearing, hearing as required by Paragraph 3.2Tex. Bus. Org. Code § 21.560(a); b) ETZ has not exercised its option to terminate b. entry of the Judgment, in all material respects in the form set forth as Exhibit E annexed hereto, approving the Settlement Agreement pursuant without awarding costs to Paragraph 2.7any party, except as provided herein; c) c. the Court has entered payment of the Judgment granting final approval to the settlement as set forth hereinFee and Expense Amount in accordance with paragraphs 4.1-4.2; and d) d. the passing of the date upon which the Judgment has become becomes Final, as defined in Paragraph 1.11 and 1.12. 9.2 6.2 If all any of the conditions specified above in Paragraph 9.1 paragraph 6.1 are not satisfiedmet, then the Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.4 paragraph 6.3, unless Proposed Settlement Class Counsel and ETZ’s counsel for the Settling Parties mutually agree in writing to proceed with the Settlement AgreementStipulation. 9.3 Within seven (7) days after 6.3 If for any reason the Opt-Out DateEffective Date of the Stipulation does not occur, or if the Settlement Administrator shall furnish Stipulation is in any way canceled, terminated, or fails to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated become Final in accordance with its terms, : (ia) the all Settling Parties and Released Persons shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so Action as to avoid prejudice to any Settling Party or Settling Party’s counselof September 23, and 2014; (b) all releases delivered in connection with the Stipulation shall be null and void, except as otherwise provided for in the Stipulation; (c) the Fee and Expense Amount paid to Petitioner’s Counsel shall be refunded and returned within thirty (30) days; and (d) all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the 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 in any subsequent proceeding in any other action or proceeding. In such event, the terms and provisions of the Settlement Agreement Stipulation shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 10.1. The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; (b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d(c) the Judgment has become Final, as defined in Paragraph 1.11 ¶ 1.10 and 1.121.11. 9.2 10.2. If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.3 unless Proposed Settlement Class Counsel and ETZSEIU 32BJ’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.3. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 its counsel, and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ SEIU 32BJ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.3 above 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 The Effective Date of the This settlement shall be conditioned on the occurrence of all of the following events:following (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; (b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d(c) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.7. 9.2 If all any one of the conditions specified in Paragraph ¶ 9.1 are is not satisfied, then the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 9.3 hereof, unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with the Settlement Agreement.Co-Lead Settlement 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the Litigation 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 counsellitigant, which extension shall be subject to the decision of the Court, and (b) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 attorneys’ fees, costs, and Costs, and/or Service Awards expenses awarded to Co-Lead Settlement Class Counsel shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered Court’s entry of the Order of the Preliminary Approval and Publishing completion of the Notice of a Final Fairness HearingProgram, as required by Paragraph 3.2¶ 3.1; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered Court’s entry of the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become becoming Final, as defined in Paragraph 1.11 and 1.12¶ 1.13. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZXxxxxx’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, or within 157 days after entry of the Settlement Preliminary Approval Order, the Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZXxxxxx’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that If the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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, Attorneys’ Fees and/or Service Awards Award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Xxxxxx’s shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ GCBS has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for GCBS mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZGCBS’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ GCBS shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ JS Autoworld has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3 or as otherwise permitted by this Settlement Agreement; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for JS Autoworld mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZJS Autoworld’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 the settlement shall be conditioned on the occurrence of first business day after all of the following eventsconditions have occurred: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by Paragraph 3.2¶ 3.1; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 9.2. If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZHII’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after 9.3. In addition to the Opt-Out Dategrounds set forth above, Defendant shall have the sole option to withdraw from and terminate this Settlement in its entirety in the event that 1% or more of the Settlement Administrator shall furnish Class Members submit valid and timely requests to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (be excluded from the “Opt-Out List”)settlement. 9.4 9.4. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the Litigation as if the Agreement had never been entered into (and without prejudice to any of the 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 Settlement 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 judgment or order entered by the Court in accordance with the terms of 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 ¶ 9.5, no order of the Court or modification or reversal on appeal of any order reducing the amount of Fee Award attorney’s fees and Costs, litigation costs or expenses and/or Service Awards the service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ HII shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Notice and Settlement Claims 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. 9.5. This Settlement Agreement may be terminated and/or cancelled by any of the Parties if (i) the Court rejects, materially modifies, amends, or changes, or declines to preliminarily approve or finally approve the Settlement Agreement apart from the award of attorney’s fees and expenses and service awards; (ii) an appellate court reverses the Preliminary Approval Order and/or Judgment, and the Settlement Agreement is not reinstated and finally approved without material change by the Court on remand; or (iii) the Court or any reviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the proposed Preliminary Approval Order, the Final Approval Order, the proposed Judgment, the Judgment, or the Settlement Agreement, other than the amount of attorney’s fees and expenses and services awards.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Approval Hearing, as required by Paragraph 3.2xx ¶ 3.1; b) ETZ Barlow has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.14. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel Clxxx Xxunsel and ETZ’s Xxxxxx’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel Clasx Xxxxsel and to ETZ’s Xxxxxx’s counsel a complete list of all timely and valid requests for exclusion (the “Opt“Opt-Out List”List”). 9.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 Party’s counsel, and (b) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to Agreexxxx xo the contrary, ETZ Xxxxxx shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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 6.1 The Effective Date of the settlement Stipulation shall be conditioned on the occurrence of all of the following events: (a) the Court Board has entered approved the Order Settlement and each of Preliminary Approval and Publishing its terms as in the best interests of Notice of a Final Fairness Hearing, as required by Paragraph 3.2Ixia; (b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7;entry by the Court of the Final Order and Judgment; and (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Final Order and Judgment has become Final, as defined in Paragraph 1.11 and 1.12. 9.2 6.2 If all any of the conditions specified in Paragraph 9.1 ¶ 6.1 are not satisfiedmet, then the Settlement Agreement Stipulation shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2¶ 6.3, and 6.3 are not approved by the Court or 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 Litigation Action as of the Execution Date, unless Plaintiffs’ Counsel and counsel for the Defendants mutually agree in writing to proceed with the Stipulation. 6.3 If for any reason the Effective Date of the Stipulation does not occur, or if the Stipulation is in any way canceled or terminated or if the judgment specified in ¶ 6.1(c) is successfully attacked collaterally, then the payments to Plaintiffs’ Counsel pursuant to Section 5, and any and all interest accrued thereon since payment, shall be returned to Ixia, its designee, and/or its successors within ten (10) business days of said event. 6.4 In the event that the Stipulation is not approved by the Court, or the Settlement is terminated for any reason, the Parties shall be restored to their respective positions as of the Execution Date, 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 Parties of any act, matter, or proposition, and shall jointly request that all scheduled litigation deadlines not be reasonably extended by used in any manner for any purpose in any subsequent proceeding in the Court so as to avoid prejudice to Action or in any Settling Party other action or Settling Party’s counselproceeding. In such event, and (b) the terms and provisions of the Settlement Agreement Stipulation, with the exception of ¶¶ 1.1-1.30, 6.2-6.4, 8.4, 8.6 and 8.8-8.12 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Action or in any other proceeding for any purpose, and any judgment or order orders entered by the Court in accordance with the terms of the Settlement Agreement Stipulation 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Bansley has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 10.2 If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZ’s Xxxxxxx’x counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s Xxxxxxx’x counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 Litigation and shall FILED DATE: 7/11/2022 8:54 PM 2021CH06274 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Xxxxxxx shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.6 above 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ Defendant has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7;¶ 4.3, cb) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.14. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶ 1.14 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZDefendant’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) 10 days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or including the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or 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 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 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 judgment Judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Class, Settlement Class Administration, and Settlement Administration 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. 9.1 7.1 The Effective Date of the settlement this Settlement shall be conditioned on the occurrence of all of the following events: (a) the Settlement Fund has been paid or caused to be paid as required by ¶¶ 2.1 and 2.2 hereof; (b) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by Paragraph 3.2¶ 3.1 hereof; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; (c) the Court has entered the Judgment granting final approval to the settlement as set forth hereinJudgment; and (d) the Judgment has become Final, as defined in Paragraph 1.11 ¶ 1.14 hereof. 7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 hereof, any and 1.12 9.2 all remaining interest or right of the Defendants, or any one of them, in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in Paragraph 9.1 ¶ 7.1 hereof are not satisfiedmet, then the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 7.4 hereof unless Proposed Settlement Class Lead Counsel and ETZ’s counsel for the Defendants mutually agree in writing to proceed with the Settlement AgreementAgreement and the Settlement. 9.3 Within seven 7.3 Unless otherwise ordered by the Court, in the event the Settlement shall terminate, or be canceled, or shall not become effective for any reason, then within ten (710) business days after written notification of such event is sent by counsel for the Opt-Out DateDefendants to the Escrow Agent and in accordance with the terms of ¶ 2.11 hereof, the Settlement Administrator Fund (including accrued interest), less any expenses and costs reasonably and actually incurred pursuant to the terms of this Settlement Agreement, shall furnish be refunded by the Escrow Agent to Proposed the entity which deposited the Settlement Class Counsel Fund pursuant to written instructions from that entity. At the request of counsel for the 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 fees or expenses incurred in connection with such application(s) for refund, pursuant to ETZ’s written direction from counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)Defendants. 9.4 7.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or the settlement Settlement set forth in the Settlement Agreement is terminated or fails to become effective in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by Action as of the Court so as day prior to avoid prejudice to any Settling Party or Settling Party’s counselthe signing of the Settlement Agreement. In such event, and (b) the terms and provisions of the Settlement Agreement Agreement, except as provided herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation this Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the Court concerning the Plan of Allocation or the amount of Fee Award any attorneys’ fees, costs, expenses and Costs, and/or Service Awards interest awarded by the Court to Lead Counsel shall constitute grounds for cancellation or termination of the Settlement. 7.5 If the Effective Date does not occur, or if the Settlement Agreementis terminated pursuant to its terms, neither Plaintiff nor Lead Counsel (or other plaintiff’s counsel), shall have any obligation to repay any amounts actually and properly disbursed for notice costs pursuant to ¶ 2.7. FurtherIn addition, notwithstanding any statement 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 this accordance with the terms of the Settlement Agreement prior to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice balance being refunded in accordance with ¶¶ 2.11 and 7.3 hereof. 7.6 Each Defendant contributing to the Settlement Class and Settlement Administration and shall notFund warrants that, as to the payments made by or on its behalf, at the time of such payment that the Defendant was not insolvent, nor did nor will the payment required to be made on its behalf render such Defendant insolvent, within the meaning of and/or for the purposes of the United States Bankruptcy Code, including U.S.C. §§ 101 and 547 thereof. 7.7 If a case is commenced under Title 11 of the United States Code (Bankruptcy) in respect to any time, seek recovery of same from any other party Defendant that has made a transfer to the Litigation Settlement Fund, or from counsel to a trustee, receiver or conservator is appointed for such Defendant under any other party similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining that Defendant’s transfer to the LitigationSettlement Fund to be a preference, voidable transfer, fraudulent transfer or similar transaction, and such Settlement Fund is still held in escrow and is required to be returned, then, at the election of Lead Plaintiff, the Parties shall jointly move the Court to vacate and set aside the releases given and Judgment entered in favor of the Defendants pursuant to this Settlement Agreement, which releases and Judgment shall be null and void, and the Settlement shall be terminated, and the Parties shall be restored to their respective positions in the Action and any amounts in the Settlement Fund shall be returned as provided herein.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2,r 3.1; b) ETZ GCPA has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7,r 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; andand 270307649v.l d) the Judgment has become Final, as defined in Paragraph 1.11 and ,r 1.12. 9.2 10.2 If all of the conditions specified in Paragraph 9.1 ,r 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ,r 10.4 unless Proposed Settlement Class Counsel and ETZ’s counsel the Settling Parties mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel for the Settling Parties a complete list of all timely and valid requests for exclusion (the “"Opt-Out List”"). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 's counsel, and (b) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunctune. 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 Costsattorneys' fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ GCPA shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ,r 2 above 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.. 270307649v.l

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1. The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2Order; (b) ETZ Cigna has paid the Settlement Amount; (c) Cigna have not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶10.3 hereof; c(d) the Court has entered the Judgment granting final approval Judgment, or a judgment substantially in the form of Exhibit C attached hereto, following notice to the settlement Settlement Class and the Settlement Hearing, as set forth hereinprescribed by Rule 23 of the Federal Rules of Civil Procedure; and d(e) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶1.11 hereof. 9.2 10.2. If all the conditions specified in Paragraph 9.1 ¶10.1 hereof are not satisfiedmet, then the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶¶10.4-10.8 hereof unless Proposed Settlement Class Plaintiff’s Counsel and ETZ’s counsel for Cigna mutually agree in writing to proceed with the Settlement AgreementSettlement. 9.3 Within seven 10.3. Cigna shall have the right to withdraw and terminate the Settlement and render it null and void in the event that 500 Persons who would otherwise be Settlement Class Members timely and validly Opt Out pursuant to ¶8. 1. If Cigna choose to terminate the Agreement, they will deliver notice of the termination to the other Parties no later than five (75) calendar days prior to the Final Approval Hearing, or by such later date as shall be agreed upon in writing as between Plaintiff’s Counsel and Cigna’s counsel. 10.4. Each of the Parties shall have the right to terminate the Settlement and this Agreement by providing written notice of their election to do so to all other parties hereto within thirty (30) calendar days of: (a) the Court’s declining to enter the Preliminary Approval Order in any material respect; (b) the Court’s refusal to approve this Agreement or any material part of it, including but not limited to failing to approve the Total Settlement Fund; (c) the Court’s declining to enter the Judgment in any material respect; or (d) the date upon which the Judgment is modified or reversed in any material respect by the Court, Court of Appeals, or Supreme Court. 10.5. If, before the Settlement becomes Final, Cigna 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 Cigna to be a preference, voidable transfer, fraudulent transfer or similar transaction and any portion thereof is required to be returned to Cigna out of the Escrow Account, and such amount is not promptly placed in the Escrow Account by others, then, at the election of Plaintiffs, the Parties shall jointly move the Court to vacate and set aside the Judgment, including the releases pursuant thereto, and the Settlement and this Agreement shall terminate. 10.6. Unless otherwise ordered by the Court, in the event this Agreement is not approved or this Agreement or the Settlement is terminated, or canceled, or the Effective Date otherwise fails to occur for any reason, including, without limitation, in the event the Judgment is reversed or vacated or materially altered following any appeal taken therefrom, or is successfully collaterally attacked, within ten (10) business days after written notification of such event is sent by Cigna’s counsel or Plaintiff’s Counsel to the Opt-Out DateEscrow Agent, the Total Settlement Administrator Fund, less Taxes, Tax Expenses and Notice and Administration Expenses which have either been disbursed pursuant to ¶¶3.5 and 4 hereof, or are chargeable to the Total Settlement Fund pursuant to ¶¶3.5 and 4 hereof, shall furnish be refunded by the Escrow Agent to Proposed Cigna. Such refunds shall be pursuant to written instructions from Cigna’s counsel. The Escrow Agent or its designee shall apply for any tax refund owed on the Total Settlement Class Counsel Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)same Persons in the same manner as the Total Settlement Fund described in this ¶10.6. Such payments shall be pursuant to written instructions from Cigna’ counsel. 9.4 10.7. In the event that the Settlement this Agreement is not approved or this Agreement or the releases set forth in Paragraphs 6.1Settlement is terminated, 6.2canceled, and 6.3 are not approved by the Court or the settlement set forth in Effective Date otherwise fails to occur for any reason, the Settlement Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to their respective positions in as of the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by date upon which the Court so as to avoid prejudice to any Settling Party or Settling Party’s counselfinal party signs this Settlement Agreement. In such event, and (b) the terms and provisions of the Settlement Agreement Agreement, with the exception of ¶¶1, 3.13.3-4.3, 5.5, 9.3, 9.4, 10.4, 10.6, 10.8, 11.6, and 11.12 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation Xxxxxxxxx Action or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement this Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no No order of the Court or modification or reversal on appeal of any order reducing of the amount Court concerning the Plan of Allocation or any Fee and Expense Award and Costs, and/or Service Awards shall operate to terminate or cancel this Agreement or constitute grounds for cancellation or termination of this Agreement. 10.8. If the Settlement AgreementEffective Date does not occur, or if this Agreement is terminated pursuant to its terms, neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts disbursed pursuant to ¶¶3.5 and 4. FurtherIn addition, notwithstanding any statement amounts already incurred pursuant to ¶¶3.5 or 4 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 this Settlement Agreement prior to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 Litigationbalance being refunded in accordance with ¶10.6 hereof.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2Order; b) ETZ Defendant has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7;¶ 4.4, c) the Court has entered the Judgment granting final approval to the settlement Settlement and certification of the Class as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.14. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶¶ 10.1 and 1.14 are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZDefendant’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.3 In the event that the Settlement Agreement or including the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement 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 Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (bii) 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 other proceeding for any purpose, and any judgment Judgment or order entered by the Court in accordance with the terms of 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 Attorneys’ Fees, Costs, and 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, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 10.1. The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; (b) ETZ Einstein has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and (d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 10.2. If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZEinstein’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3. Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZEinstein’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 its counsel, and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Einstein or its insurer shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 6.1 The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: a) A. entry of the Preliminary Approval Order, which shall be in all material respects substantially in the form set forth in Exhibit D hereto; B. the entry by the Court has entered of the Order Final Judgment and Order, which shall be in all material respects substantially in the form of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth hereinExhibit B hereto; and d) C. the Final Judgment has and Order have both become Final, as defined in Paragraph 1.11 and 1.12. 9.2 6.2 If all any of the conditions specified in Paragraph 9.1 ¶6.1 above are not satisfiedmet, the Settlement Agreement then this Stipulation shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel the Parties mutually agree in writing writing, by and through their respective counsel, to proceed with the Settlement Agreementthis Stipulation. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 6.3 In the event that this Stipulation or the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court Court, or the settlement set forth in the Settlement Agreement is terminated in accordance with its termsfor any reason, (i) the Settling Parties shall be restored to their respective positions in the Stockholder Derivative Litigation as of the last date before 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 Party of any act, matter, or proposition and shall jointly request that all scheduled litigation deadlines not be reasonably extended by used in any manner for any purpose in any subsequent proceeding in the Court so as to avoid prejudice to Stockholder Derivative Litigation or in any Settling Party other action or Settling Party’s counselproceeding. In such event, and (b) the terms and provisions of this Stipulation, with the Settlement Agreement exception of ¶¶1.1-1.24, 6.2, 6.3, 7.6, 7.8, 7.9, 7.10, 7.11, 7.13, 7.15 and 7.16 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in the Stockholder Derivative Litigation or in any other proceeding for any purpose, and any judgment or order orders entered by the Court in accordance with the terms of the Settlement Agreement this Stipulation 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 The Effective Date Settlement is conditioned upon Preliminary Approval and Final Approval of the settlement shall be conditioned on Settlement Agreement, and all terms and conditions thereof without material change, material amendments, or material modifications by the occurrence Court, except to the extent such changes, amendments, or modifications are agreed to in writing between the Parties. All exhibits attached hereto are incorporated into this Settlement Agreement. Accordingly, any Party may elect to terminate and cancel this Settlement Agreement by providing written notice of all the election to do so to Class Counsel or Defendants’ Counsel within ten (10) calendar days of any of the following events: a) a. the Court’s refusal to enter the Preliminary Approval Order approving of this Agreement in any material respect; b. the Court’s refusal to enter the Final Approval Order in this Action in any material respect; c. the Court’s refusal to enter a final judgment in this Action in any material respect; or d. the date upon which the Final Approval Order is modified or reversed in any material respect by the Court has entered of Appeals or the Order Supreme Court. 9.2 If any Party is in material breach of Preliminary Approval and Publishing the terms hereof, any other Party, provided that it is in substantial compliance with the terms of Notice 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 a Final Fairness Hearingthe Fee Award to Class Counsel set forth above or the Service Award to the Class Representative, as required by Paragraph 3.2; b) ETZ has regardless of the amounts awarded, shall not exercised its option to terminate prevent the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Finalfrom becoming effective, as defined in Paragraph 1.11 and 1.12 9.2 If all conditions specified in Paragraph 9.1 are not satisfied, the Settlement Agreement nor shall it be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with grounds for termination of the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement set forth in the If this Settlement Agreement is terminated in accordance with its termsor fails to become effective for the reasons set forth above, (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation deadlines be reasonably extended by the Court so Action as to avoid prejudice to any Settling Party or Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement date of the signing of this Agreement, the Parties shall have no further force and effect be returned to the status quo ante with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated Action as vacated, nunc pro tunc. Notwithstanding any statement in if this Settlement Agreement to the contraryhad never been entered into, 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Fund payment shall be obligated returned to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 LitigationPIIC.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 4.1; b) ETZ Xxxxxxxxxx has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 5.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph ¶¶ 1.11 and 1.12. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel mutually agree in writing to proceed with the Settlement Agreement¶ 10.4. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel Xxxxxxxxxx’x Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 ¶¶ 7.1 above are not approved by the Court or 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 Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Xxxxxxxxxx shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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. All remaining funds shall be returned to Xxxxxxxxxx and/or its agent(s) or designee(s) as may be appropriate.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Syracuse has not exercised its option to terminate void the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final Final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Syracuse mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel for Syracuse 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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 6.3 above are not approved by the Court Court, either preliminarily or finally, or 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 Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 other proceeding for any purpose, and (iii) any judgment Judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Syracuse shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ TUCC has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for TUCC mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZTUCC’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ TUCC shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ HMHD has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶¶ 4.3 or 4.4; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.9. 9.2 10.2 If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZHMHD’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZHMHD’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards incentive awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ HMHD shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class and Settlement Claims 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2{ 3.1; b) ETZ has Defendants have not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7{ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12{ 1.11. 9.2 If all conditions specified in Paragraph { 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph { 9.4 unless Proposed Co-Lead Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Co-Lead Settlement Class Counsel and to ETZ’s Defendants’ 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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards incentive awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to { 2.4 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing publishing of Notice notice of a Final Fairness Hearing, Hearing as required by Paragraph 3.2¶ 3.1; (b) ETZ has the Defendants have not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and (d) the Judgment has become Final, Final as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all any of the conditions specified in Paragraph ¶ 9.1 are is not satisfied, the Settlement Agreement shall be canceled cancelled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for the Defendants mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s the Defendants’ 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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, ; and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ the Defendants shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 The Effective Date of the This settlement shall be conditioned on the occurrence of all of the following events:following (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; (b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement and dismissed the Litigation with prejudice as set forth herein; and; d(c) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.5; and (d) IHG has not exercised its termination rights under ¶ 4.3. 9.2 If all any one of the conditions specified in Paragraph ¶ 9.1 are is not satisfied, then the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 9.3 hereof, unless Proposed Settlement Lead Class Counsel and ETZ’s counsel for IHG mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (ia) the Settling Parties shall be restored to their respective positions in the 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 counselLitigation, and (b) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 attorneys’ fees, costs, and Costs, and/or Service Awards expenses awarded hereunder shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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. 16 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of 17 the following events: 18 a) the Court has entered the Order of Preliminary Approval and Publishing of 19 Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; 20 b) ETZ Faneuil has not exercised its option to terminate the Settlement Agreement 21 pursuant to Paragraph 2.7¶ 4.3; 22 c) the Court has entered the Judgment granting final approval to the settlement 23 as set forth herein; and 24 d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.13. 25 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement 26 shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ27 Xxxxxxx’s counsel mutually agree in writing to proceed with the Settlement Agreement.. 28 1 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall 2 furnish to Proposed Settlement Class Counsel and to ETZXxxxxxx’s counsel a complete list of all timely 3 and valid requests for exclusion (the “Opt-Out List”). 4 9.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs paragraphs 5 6.1, 6.2, and 6.3 above are not approved by the Court or the settlement set forth in the Settlement 6 Agreement is terminated in accordance with its terms, (i) the Settling Parties shall be restored to 7 their respective positions in the Litigation and shall jointly request that all scheduled litigation 8 deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or 9 Settling Party’s counsel, and (b) the terms and provisions of the Settlement Agreement shall have 10 no further force and effect with respect to the Settling Parties and shall not be used in the Litigation 11 or in any other proceeding for any purpose, and any judgment or order entered by the Court in 12 accordance with the terms of 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 Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class 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 10.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2; b) ETZ Defendant has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; cb) the Court has entered the Judgment granting final approval to the settlement Settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.15. 9.2 10.2 If all conditions specified in Paragraph 9.1 ¶ 1.15 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Counsel and ETZDefendant’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3 Within seven fourteen (714) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 ¶ 6.1 above are not approved by the Court or the settlement 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 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 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 judgment Judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ 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, ETZ Defendant shall be obligated to pay amounts already billed or incurred for costs of notice to the Class, Settlement Class Administration, and Settlement Administration Dispute Resolution pursuant to ¶¶ 2.4, 3.2, 9.1-9.4 above 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 The Effective Date of the settlement Settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval Order and Publishing publishing of Notice of a the Final Fairness Approval Hearing, as required by Paragraph 3.2; b) ETZ Roosevelt has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7Agreement; c) the Court has entered the Judgment granting final approval Final Approval to the settlement Settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Xxxxxxxxx mutually agree in writing to proceed with the Settlement AgreementSettlement. 9.3 Within seven (7) days after the Opt-Out DateDeadline, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZDefendant’s counsel a complete list of all timely and valid requests for exclusion (of Settlement Class members who have opt-ed out of the “Opt-Out List”)Settlement. 9.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement 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 Litigation Action 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 ; (bii) 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 Action or in any other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement the 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 Costsattorneys’ fees, costs, and/or Service Awards shall constitute grounds for cancellation or termination of the Settlement AgreementSettlement. Further, notwithstanding any statement in this Settlement the Agreement to the contrary, ETZ Xxxxxxxxx shall be obligated to pay amounts already billed or incurred for costs of notice Notice to the Settlement Class Class, and Settlement Administration Administration, and shall not, at any time, seek recovery of same from any other party to the Litigation Action or from counsel to any other party to the LitigationAction.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ WSU has not exercised its their option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.7. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s Defendants’ counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s Defendants’ 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 releases set forth in Paragraphs paragraphs 6.1, 6.2, and 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, (i) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ WSU shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Texas ENT has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 If all conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZ’s counsel for Texas ENT mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZTexas ENT’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 releases set forth in Paragraphs ¶¶ 6.1, 6.2, and 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, : (i) the Settling Parties shall be restored to their respective positions in the Litigation and shall jointly request that all scheduled litigation Litigation deadlines be reasonably extended by the Court so as to avoid prejudice to any Settling Party or Settling Party’s counsel, and ; (bii) 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 other proceeding for any purpose, and (iii) any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Texas ENT shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, and Settlement Administration Claims 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 10.1. The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; (b) ETZ CSS has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.4; (c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and (d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.11. 9.2 10.2. If all of the conditions specified in Paragraph 9.1 ¶ 10.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 10.4 unless Proposed Settlement Class Counsel and ETZCSS’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 10.3. Within seven (7) days after the Opt-Out Date, the Settlement Claims Administrator shall furnish to Proposed Settlement Class Counsel and to ETZCSS’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 10.4. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 its counsel, and (bii) 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 other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ CSS shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution pursuant to ¶ 2.4 above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3.1; b) ETZ Insight Global has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment Judgment, granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and ¶ 1.12. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfiedsatisfied by October 21, 2022, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZCounsel, Insight Global’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after If the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 In the event that Court rejects the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (i) the Litigation will recommence and the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Insight Global shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing published notice of Notice of a the Final Fairness Hearing, as required by Paragraph 3.23.1; b) ETZ Luxottica has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.74.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.121.15. 9.2 If all conditions specified in Paragraph 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 unless Proposed Settlement Class Interim Lead Counsel and ETZLuxottica’s counsel Counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) ten days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Interim Lead Counsel and to ETZLuxottica’s counsel Counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”)exclusion. 9.4 In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 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, (ia) the Settling Parties shall be restored to their respective positions in the 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Luxottica shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class and Settlement Claims 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 the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness HearingOrder, as required by Paragraph 3.2¶ 3.1; b) ETZ has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and dc) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.13. 9.2 9.2. If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph 9.4 ¶ 9.3 unless Proposed Settlement Class Counsel and ETZOrder Express’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZ’s counsel a complete list of all timely and valid requests for exclusion (the “Opt-Out List”). 9.4 9.3. In the event that the Settlement Agreement or the releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 Litigation as if the Agreement had never been entered into (and without prejudice to any of the 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 Settlement 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 judgment or order entered by the Court in accordance with the terms of 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 Fee Award attorneys’ fees and Costs, litigation costs or expenses and/or Service Awards the service award shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Order Express shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Notice and Settlement Claims 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. 9.4. This Settlement Agreement may be terminated and/or cancelled by any of the 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 not reinstated and finally approved without material change by the Court on remand; or (iii) the Court or any reviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the proposed Preliminary Approval Order, the Preliminary Approval Order, the proposed Judgment, the Judgment, or the Settlement Agreement, other than the amount of attorneys’ fees and expenses.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: a) the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by Paragraph 3.2¶ 3; b) ETZ Hy-Vee has not exercised its option to terminate the Settlement Agreement pursuant to Paragraph 2.7¶ 4.3; c) the Court has entered the Judgment granting final approval to the settlement as set forth herein; and d) the Judgment has become Final, as defined in Paragraph 1.11 and 1.12¶ 1.10. 9.2 If all of the conditions specified in Paragraph ¶ 9.1 hereof are not satisfied, the Settlement Agreement shall be canceled and terminated subject to Paragraph ¶ 9.4 unless Proposed Settlement Class Counsel and ETZHy-Vee’s counsel mutually agree in writing to proceed with the Settlement Agreement. 9.3 Within seven (7) days after the Opt-Out Date, the Settlement Administrator shall furnish to Proposed Settlement Class Counsel and to ETZHy-Vee’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 releases set forth in Paragraphs 6.1, 6.2, and 6.3 are is not approved by the Court or 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 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 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 judgment or order entered by the Court in accordance with the terms of 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 Costsattorneys’ fees, costs, expenses, and/or Service Awards service awards shall constitute grounds for cancellation or termination of the Settlement Agreement. Further, notwithstanding any statement in this Settlement Agreement to the contrary, ETZ Hy-Vee shall be obligated to pay amounts already billed or incurred for costs of notice to the Settlement Class Class, Claims Administration, and Settlement Administration Dispute Resolution above 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.