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

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 This Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days after any of the following events, one of the Parties provides written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the Parties, or the Preliminary Approval Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the Parties; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 For purposes of this Agreement, no order of the Court, or modification or reversal on appeal of any order of the Court, solely concerning the administration of the Settlement or the persons performing such administrative functions, or the amount or award of any Attorneys’ Fees and Expenses or Case Contribution Award shall constitute grounds for cancellation or termination of the Agreement. 9.3 This Agreement and the Settlement shall terminate, at the sole election of Defendant, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify the terms of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39. 9.4 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agree; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Parties shall be deemed to have reverted to their respective status in the Action as of March 23, 2020, and shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 8.1 If the Court or, in the event of an appeal, any appellate court refuses to approve, or modifies any material aspect of this Agreement or the proposed Preliminary Approval Order or Final Approval Order and Judgment, Defendants may terminate this Agreement and the Settlement as set forth below. 8.2 This Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days after any of the following events, one of the Parties provides L3Harris or Plaintiffs provide written notification of an election to terminate the SettlementSettlement because: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the PartiesD, or the Preliminary Approval Order is vacated, reversed reversed, or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the Parties;A; or (c) The Court’s Final Approval Order and Judgment is vacated, reversed reversed, or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 8.3 For purposes of this AgreementAgreement and this Section 8.3, no an order of the Court, or modification or reversal on appeal of any order of the Court, solely concerning the Plan of Allocation, the administration of the Settlement or the persons performing such administrative functions, or the amount or of any award of any Attorneys’ Fees and Expenses or Case Contribution Award Expenses, shall not constitute grounds for cancellation or termination of the Agreement. 9.3 8.4 This Agreement shall terminate if and when any of the Settlement shall terminateconditions specified in Sections 2.1 to 2.7, at the sole election of Defendant2.9 to 2.11 and/or 2.14 to 2.15 is not satisfied, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify waive the terms condition, in writing, within ten (10) business days of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003its non-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39occurrence. 9.4 8.5 This Agreement and the Settlement shall terminate and be cancelled if if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agreeAgreement; and (b) within the later of ten (10) business days after (i) the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10ii) business days of receiving any such objection or request, if later, Plaintiff or Defendant Defendants’ Counsel provides written notice of their its election to terminate the Settlement. 9.5 8.6 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Settling Parties shall be deemed to have reverted to their respective status in the Action as of March 23December 21, 20202023, and which shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 If the Court or, in the event of an appeal, any appellate court refuses to approve, or modifies any material aspect of this Agreement or the proposed Preliminary Approval Order or Final Approval Order and Judgment, Defendant may terminate this Agreement and the Settlement as set forth below. 9.2 This Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days after any of the following events, one of the Parties provides University or Plaintiffs provide written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the PartiesD, or the Preliminary Approval Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the PartiesA; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 9.3 For purposes of this AgreementAgreement and this Section 9.3, no order Order of the Court, or modification or reversal on appeal of any order Order of the Court, solely concerning the Plan of Allocation, the administration of the Settlement or the persons performing such administrative functions, or the amount or of any award of any Attorneys’ Fees and Expenses or Case Contribution Award Award, shall constitute grounds for cancellation or termination of the Agreement. 9.3 9.4 This Agreement shall terminate if and when any of the Settlement shall terminateconditions specified in Sections 2.1 to 2.7, at the sole election of Defendant2.9 to 2.11 and/or 2.14 to 2.15 is not satisfied, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify waive the terms condition, in writing, within ten (10) business days of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003its non-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39occurrence. 9.4 9.5 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agreeAgreement; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Parties shall be deemed to have reverted to their respective status in the Action as of March 23, 2020, and shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 If the Court or, in the event of an appeal, any appellate court refuses to approve, or modifies any material aspect of this Agreement or the proposed Preliminary Approval Order or Final Approval Order and Judgment, Defendant may terminate this Agreement and the Settlement as set forth below. 9.2 This Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days after any of the following events, one of the Parties provides University or Plaintiffs provide written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the PartiesD, or the Preliminary Approval Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; Case: 1:17-cv-03736 Document #: 57-1 Filed: 05/22/18 Page 30 of 37 PageID #:1654 (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the PartiesA; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 9.3 For purposes of this AgreementAgreement and this Section 9.3, no order Order of the Court, or modification or reversal on appeal of any order Order of the Court, solely concerning the Plan of Allocation, the administration of the Settlement or the persons performing such administrative functions, or the amount or of any award of any Attorneys’ Fees and Expenses or Case Contribution Award Award, shall constitute grounds for cancellation or termination of the Agreement. 9.3 9.4 This Agreement shall terminate if and when any of the Settlement shall terminateconditions specified in Sections 2.1 to 2.7, at the sole election of Defendant2.9 to 2.11 and/or 2.14 to 2.15 is not satisfied, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify waive the terms condition, in writing, within ten (10) business days of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003its non-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39occurrence. 9.4 9.5 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agreeAgreement; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Parties shall be deemed to have reverted to their respective status in the Action as of March 23, 2020, and shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 This Agreement 12.1 Except as otherwise provided herein, this Settlement and the consideration therefor are given by Respondent as set forth in this Settlement shall terminate Agreement are in return for, and be cancelled ifare contingent upon, within ten (10) business days after any entry of a Final Award. 12.2 Except as otherwise provided herein or agreed between the following eventsParties, one the obligations of the Parties provides written notification pursuant to Sections 2, 3 and 5 of an election to terminate the Settlementthis Settlement Agreement do not become Effective until, and are conditioned upon and subject to: (a) The Court declines to provide preliminary approval entry of this Agreement, or declines to enter or materially modifies an Order preliminarily approving the contents of Settlement Agreement substantially in the Preliminary Approval Order form attached hereto as Exhibit D without 4; (b) receipt and review by Respondent of all requests for exclusion from the consent Settlement Class; (c) entry of the PartiesFinal Award substantially in the form attached hereto as Exhibit 5; and (d) the entry by a court of competent jurisdiction of an Order confirming the Final Award. (e) If an objection thereto has been timely filed with the Court prior to entry of an Order confirming the Final Award, the expiration of the time to appeal the Order confirming the Final Award if no appeal is taken from the Order, or if an appeal is taken from the Preliminary Approval Order, the full and final affirmance of the Order confirming the Final Award. (f) If an objection thereto has been timely filed with the Court prior to entry of an Order confirming the Final Award, this Settlement will be deemed Effective the first business day after the expiration of the time to appeal the Order confirming the Final Award if no appeal is taken from the Order, or if an appeal is taken from the Order, the first business day after the Order confirming the Final Award is fully and finally affirmed. 12.3 If all of the conditions specified herein are not met, then this Settlement Agreement shall be cancelled and terminated, subject to 12.5 hereof, unless Class Counsel and counsel for Respondent mutually agree in writing to proceed with this Settlement Agreement. 12.4 In the event that the Arbitrator fails to approve this Settlement Agreement and the Exhibits in all material respects, or if the Final Award is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior modified, either Party shall have the right to the Effective Date; (b) The Court declines to provide final approval of terminate this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the Parties; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 For purposes of this Agreement, no order of the Court, or modification or reversal on appeal of any order of the Court, solely concerning the administration of the Settlement or the persons performing such administrative functions, or the amount or award of any Attorneys’ Fees and Expenses or Case Contribution Award shall constitute grounds for cancellation or termination of the Agreement. 9.3 This Agreement and the Settlement shall terminate12.5 If, at the sole election of Defendant, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify the terms of the reason, this Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39. 9.4 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agree; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effectiveEffective and either Party terminates this Settlement Agreement, then, in such event: (a) The the Parties shall be deemed to have reverted to their respective status in the Action Arbitration as of March 23, 2020, and shall then resume proceedings in the Court, date of this Settlement Agreement and, except as otherwise expressly provided in this Agreementprovided, the Parties shall proceed in all respects as if this Settlement Agreement and any related orders of the Arbitrator had not been entered.; (b) Nothing the conditional certification of the Settlement Class for settlement purposes only, provided for in this Agreement Section 5.1 hereof, shall not be admissible as evidence cited, considered or used in any manner in connection with any subsequent motion for class certification, or for any purpose against Defendant in any pending or future litigation involving any individual or entity.other purpose; and (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after upon written notice to the date of termination of the Agreement jointly notify the Financial Institution in writing to return to DefendantAdministrator, or its designee, the full amount contained any funds in the Fund that have not been disbursed shall be returned to 23andMe within seven (7) business days of such notice. 12.6 Exhibit 6 shall address the effect on this Settlement Fund, with all interest and income earned thereon, after deduction Agreement in the event a specified number of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations members of the Settlement Fund as Class requests for exclusion from the Settlement Class. If, prior to the Final Approval Hearing, persons who otherwise would be members of the Settlement Class have filed with the Administrator timely requests for exclusion in accordance with Section 9 and the provisions of the Notice and the notice given pursuant thereto, and those persons exceed the number of “Opt-Outs” specified in Exhibit 6, 23andMe shall have, in its sole and absolute discretion, the option to terminate this Settlement Agreement in accordance with the procedure set forth in Section 4.1(i) and no Released Party shall have any pastthe Supplemental Agreement. Claimants’ Counsel or the Administrator, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreementas the case may be, shall survive any termination on a weekly basis deliver to 23andMe copies of this Settlementall requests for exclusion from the Settlement Class. Exhibit 6 shall not be made publicly available or submitted to the Arbitrator, but made available for the Arbitrator to review upon request.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 8.1 This Agreement and the Settlement shall terminate and be cancelled if, if any of the following events occur and within ten (10) business days after any of the following events, one of the Parties provides thereafter Defendants or Plaintiffs provide written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the PartiesD, or the Preliminary Approval Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;proceeding; or (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without A, or the consent of the Parties; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior proceeding; or (c) The Court declines to certify the Effective Date;Settlement Class under Federal Rule of Civil Procedure 23(b)(1), or materially modifies the scope of the Settlement Class; or (d) The Independent Fiduciary declines to approve and authorize the Settlement and the release of claims in connection with the review required by Section 2.7 of this Agreement and Prohibited Transaction Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reasonExemption 2003-39. 9.2 8.2 For purposes of this AgreementAgreement and Section 8.1, no order of the Court, or modification or reversal on appeal of any order of the Court, solely concerning the Plan of Allocation, the administration of the Settlement or the persons performing such administrative functions, or the amount or of any award of any Attorneys’ Fees and Expenses or Case Contribution Award Class Representative Service Award, shall constitute grounds for cancellation or termination of the Agreement. 9.3 This Agreement and the Settlement shall terminate, at the sole election of Defendant, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify the terms of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39. 9.4 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agree; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 8.3 If for any reason this Agreement is terminated or fails to become effective, then: (a) The settling Parties shall be deemed to have reverted to their respective status in the Action as of March 23October 8, 20202023, and which shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. ‌ 9.1 If the Court or, in the event of an appeal, any appellate court refuses to approve, or modifies any material aspect of this Agreement or the proposed Preliminary Approval Order or Final Approval Order and Judgment, including, but not limited to any judicial findings included therein, Plaintiff or Defendant may terminate this Agreement and the Settlement as set forth below. 9.2 This Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days after any of the following events, one of the Parties provides written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without the consent of the PartiesD, or the Preliminary Approval Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; (b) The Court declines to provide final approval of this Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the PartiesA; (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (d) The Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class or in a form that is otherwise agreed to by the Parties; (e) The Effective Date does not occur for some other reason. 9.2 9.3 For purposes of this AgreementAgreement and this Section 9.3, no order Order of the Court, or modification or reversal on appeal of any order Order of the Court, solely concerning the Plan of Allocation, the administration of the Settlement or the persons performing such administrative functions, or the amount amount, advancement or award of any Attorneys’ Fees and Expenses or Case Contribution Award shall constitute grounds for cancellation or termination of the AgreementAgreement.‌ 9.4 This Agreement shall terminate if and when any of the conditions specified in Section II is not satisfied. 9.3 9.5 This Agreement and the Settlement shall terminate, at the sole election of Defendant, terminate and be cancelled if (1a) Monetary Relief Class Members representing in the Independent Fiduciary does not approve aggregate five percent (5%) or more of the Distributable Settlement Amount according to the proposed Plan of Allocation opt out of the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2b) within ten (10) business days after receiving written notice from the Parties do not mutually agree Settlement Administrator of such opt-outs and the percentage of the Distributable Settlement Amount that they represent, Defendants provide written notification of its election to modify terminate the terms Settlement. Within five (5) days after the deadline for Monetary Relief Class Members to opt out, the Settlement Administrator shall provide written notice to Defendants identifying all Monetary Relief Class Members who have opted out and the individual and total percentage they represent of the Settlement Amount according to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39.proposed Plan of Allocation.‌ 9.4 9.6 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agreeAgreement; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Parties shall be deemed to have reverted to their respective status in the Action as of March 23, 2020, and shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.and‌

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 10.1 If the Court or, in the event of an appeal, any appellate court refuses to approve, or modifies any material aspect of this Settlement Agreement or the proposed Preliminary Approval Order or Final Order and Judgment, including, but not limited to the Released Claims, Bar Order, or Defendants’ Released Parties, included therein, Plaintiffs or Xxxxxxx may terminate this Settlement Agreement and the Settlement as set forth in Section 11.2 below. 10.2 This Settlement Agreement and the Settlement shall terminate and be cancelled if, within ten (10) business days Business Days after any of the following events, one of the Parties provides written notification of an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Settlement Agreement, or declines to enter or materially modifies the contents of the Preliminary Approval Order attached hereto as Exhibit D without C; or materially changes the consent definition of Released Claims, Defendants’ Released Parties or the contents of the Parties, or the Preliminary Approval Bar Order is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;Section 11.2; or (b) The Court declines to provide final approval of this Settlement Agreement, or declines to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the Parties;; or (c) The Court’s Final Approval Order and Judgment is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date;; or (d) The If more than five (5) Settlement Class is not certified pursuant to Fed.R.Civ.P. 23(b)(1) as a non- Members opt out class or in a form that is otherwise agreed to by of the Parties; (e) The Effective Date does not occur for some other reason. 9.2 Settlement. For purposes of this AgreementSettlement Agreement and this Section 10.2, no order Order of the Court, or modification or reversal on appeal of any order Order of the Court, solely concerning the administration of the Settlement or the persons person(s) performing such administrative functions, or the amount amount, advancement or award of any Attorneys’ Fees and Expenses or Case Contribution Award shall constitute grounds for cancellation or termination of the Settlement Agreement. 9.3 10.3 This Agreement and the Settlement shall terminate, at the sole election of Defendant, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify the terms of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39. 9.4 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to material terms of the Settlement Agreement or request material modifications to the Settlement Agreement to which with respect to, including, but not limited to, the Settlement Amount, Released Claims, Defendants’ Released Parties do not agreeor the Bar Order; and (b) within ten thirty (1030) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff Plaintiffs or Defendant Xxxxxxx provides written notice to the other of their its election to terminate the Settlement. 9.5 10.4 If for any reason this Settlement Agreement is terminated or fails to become effective, then: (a) The then the Parties shall be deemed to have reverted to their respective status in the Action as of March 23status, 2020, and which shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, and the Parties shall proceed in all respects as if this Settlement Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.

CONTINGENCIES, EFFECT OF DISAPPROVAL OR TERMINATION OF SETTLEMENT. 9.1 This Agreement Stipulation, the settlement and the consideration therefor are given by the Defendants in return for, and are contingent upon, a full and complete release of all Released Claims (including unknown claims) by all Settlement Class Members against all Released Parties, which release no longer may be challenged by any Settlement Class Member. 9.2 In the event that the Court or, in the event of an appeal, any appellate court having jurisdiction over the Action refuses to approve, or materially modifies this Stipulation or any order entered pursuant thereto, then counsel for Defendants or Plaintiffs’ Lead Counsel may terminate this Stipulation and the settlement embodied therein by giving counsel for all other Settling Parties written notice of the termination no later than twenty (20) days following the date of the event giving rise to the right of termination. 9.3 Defendants shall have the option to terminate the settlement in its entirety in the event that purchasers who choose to exclude themselves from the Settlement Class collectively exceed 10% of the Settlement Fund (prior to deduction of any expenses) based on their Net Recognized Losses computed under the Plan of Allocation. In the event this or any other event permitting termination of the settlement occurs, Defendants may, in the exercise of their absolute discretion, terminate this Stipulation and the settlement by giving counsel for all other Settling Parties written notice of the termination. 9.4 This settlement and the obligations of the Settling Parties are conditioned upon and subject to: (a) deposit of the Settlement Fund in accordance with paragraph 2.1 hereto; (b) entry of the order preliminarily approving the settlement substantially in the form of Exhibit A; (c) receipt and review by the Defendants of all requests for exclusion from the Class; (d) Defendants’ determination not to exercise its termination rights (if any) under ¶ 9.3; (e) entry of the Final Judgment substantially in the form of Exhibit B; and (f) the occurrence of the Settlement Effective Date. 9.5 Notwithstanding any other provision of this Stipulation to the contrary, unless otherwise ordered by the Court, in the event that the Settlement Effective Date does not occur or the Stipulation should terminate, be cancelled ifcancelled, or otherwise fail to become effective for any reason, including, without limitation, in the event that the settlement as described herein is not approved by the Court or the Final Judgment is reversed or vacated following any appeal taken therefrom, then (a) within ten (10) business days after any of the following events, one of the Parties provides written notification of such event is sent by counsel for Defendants or Plaintiffs to the Escrow Agent, the Settlement Fund, including all interest paid by or on behalf of Defendants or earned on the Settlement Fund while held in escrow and all payments disbursed, including all expenses, costs, and any Fee and Expense Award, excluding only Notice and Administrative Costs that have either been properly disbursed or are due and owing, and Taxes and expenses related thereto that have been paid or that have accrued and will be payable at some later date, will be refunded, reimbursed, and repaid by Lead Plaintiff’s counsel to UBS Warburg; such amount due to UBS Warburg shall not be reduced by any investment losses on funds in escrow; any such losses shall be an election to terminate the Settlement: (a) The Court declines to provide preliminary approval of this Agreement, or declines to enter or materially modifies the contents obligation of the Preliminary Approval Order attached hereto as Exhibit D without Escrow Agent; if said amount or any portion thereof is not returned within such ten (10) day period, then interest shall accrue thereon at the consent higher of the Parties, rate of five (5) percent per annum or the Preliminary Approval Order actual rate of interest earned on such funds, until the date that said amount is vacated, reversed or modified in any material respect on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; returned; (b) The Court declines at the written request of counsel for UBS Warburg, the Escrow Agent or its designee shall apply for any tax refund owed to provide final approval the Settlement Fund and pay the proceeds to UBS Warburg, after deduction of this Agreementany fees or expenses reasonably incurred in connection with such application(s) for refund, or declines pursuant to enter or materially modifies the contents of the Final Approval Order and Judgment attached hereto as Exhibit A without the consent of the Parties; such written request; (c) The Court’s Final Approval Order the Settling Parties shall be restored to their respective positions in the Litigation as of January 14, 2005, with all of their respective claims and Judgment is vacateddefenses, reversed or modified in any material respect preserved as they existed on any appeal or other review or in a collateral proceeding occurring prior to the Effective Date; that date; (d) The Settlement Class is not certified the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.23, 2.7, 9.2-9.3, 10.1, and 10.2 (which shall continue in full force and effect), shall be null and void and shall have no further force or effect with respect to the Settling Parties, and neither the existence nor the terms of this Stipulation (nor any negotiations preceding this Stipulation nor any acts performed pursuant to Fed.R.Civ.P. 23(b)(1) as a non- opt out class to, or in a form that is otherwise agreed furtherance of, this Stipulation) shall be used in the Litigation or in any other action or proceeding for any purpose (other than to by enforce the Parties; terms remaining in effect), (e) The Effective Date does not occur for some other reason. 9.2 For purposes any judgment or order entered by the Court in accordance with the terms of this Agreementthe Stipulation shall be treated as vacated, no nunc pro tunc; and (f) the Settlement Class, if it has been certified, shall be decertified. No order of the Court, Court or modification or reversal on appeal of any order of the Court, solely Court concerning the administration of the Settlement or the persons performing such administrative functions, or the amount or award of any Attorneys’ Fees Fee and Expenses or Case Contribution Expense Award shall constitute grounds for cancellation or termination of the AgreementStipulation. 9.3 This Agreement and the Settlement shall terminate, at the sole election of Defendant, if (1) the Independent Fiduciary does not approve the Settlement, or disapproves the Settlement for any reason whatsoever or Defendant reasonably concludes that the Independent Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2) the Parties do not mutually agree to modify the terms of the Settlement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39, or to address Defendant’s concerns that the Independent Fiduciary’s approval does not satisfy PTE 2003-39. 9.4 This Agreement and the Settlement shall terminate and be cancelled if (a) any federal or state authorities object to or request material modifications to the Agreement to which the Parties do not agree; and (b) within ten (10) business days after the deadline set in the Preliminary Approval Order for such objections or requests, or within ten (10) business days of receiving any such objection or request, if later, Plaintiff or Defendant provides written notice of their election to terminate the Settlement. 9.5 If for any reason this Agreement is terminated or fails to become effective, then: (a) The Parties shall be deemed to have reverted to their respective status in the Action as of March 23, 2020, and shall then resume proceedings in the Court, and, except as otherwise expressly provided in this Agreement, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. (b) Nothing in this Agreement shall be admissible as evidence for any purpose against Defendant in any pending or future litigation involving any individual or entity. (c) Class Counsel and Defendant’s Counsel shall within ten (10) calendar days after the date of termination of the Agreement jointly notify the Financial Institution in writing to return to Defendant, or its designee, the full amount contained in the Settlement Fund, with all interest and income earned thereon, after deduction of any amounts earlier disbursed and/or incurred by the Settlement Fund as of the termination, and direct the Financial Institution to effect such return within fourteen (14) calendar days after such notification. Prior to the return of amounts contemplated by this Section 9.5(c), the Financial Institution shall fully and finally fulfill and set aside for any and all tax obligations of the Settlement Fund as set forth in Section 4.1(i) and no Released Party shall have any past, present, or future liability whatsoever for any such tax obligations. (d) This Section and its provisions, and Sections 4.3, 5.3, 6.6, 6.7, 6.8 and 10.1 of this Agreement, shall survive any termination of this Settlement.