Common use of FACTUAL BACKGROUND AND RECITALS Clause in Contracts

FACTUAL BACKGROUND AND RECITALS. 1. On July 26, 2018, Plaintiff filed a Class Action Complaint (“Complaint”) against Defendants and ADP, LLC1 in the Circuit Court of Xxxx County alleging violations of the Illinois Biometric Information Privacy Act (“BIPA”), 740 ILCS 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Court of Xxxx County on April 12, 2019. On May 10, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in the United States District Court for the Northern District of Illinois. Defendants moved to dismiss Plaintiff’s First Amended Complaint on May 24, 2019, and the motion was fully briefed on November 8, 2019. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 2019. On February 24, 2020, the Parties participated in a full-day mediation with Xxx. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020. 3. Following arms-length negotiations, the Parties have negotiated a settlement in which the Parties agree to resolve all claims which relate to or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinois, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq., or any other similar state, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of the Settlement Class, 804 of which are non- union members, and 422 of which are union members, which Defendants understand and agree is a material term of the settlement. 4. The Parties have agreed to settle the Action on the terms and conditions set forth herein in recognition that the outcome of the Action is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 2020. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied and continue to deny all allegations of wrongdoing or liability in the Action. Despite the Defendants’ beliefs that they are not liable for and have meritorious defenses to the claims alleged in the Action, Defendants desire to settle the Action and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or discussion thereof, is or may be deemed to be or may be used as an admission of or evidence of any wrongdoing or liability. 6. Following arms-length negotiations, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing (a) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated Settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s and Class Counsel’s determination that the Settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 7. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their best respective interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action be settled and compromised, and that the Releasors release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On July 26February 11, 20182019, Plaintiff Xxxxxxxxx Xxxxxxxx filed a Class Action Complaint (“Complaint”) class action lawsuit against Defendants and ADP, LLC1 in the Circuit Court of Xxxx County Defendant alleging violations of the Illinois Biometric Information Privacy Act (“BIPA”)Act, 740 ILCS § 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint (“BIPA”) in the Circuit Court of Xxxx the Eighteenth Judicial Circuit, DuPage County on April 12, 2019Illinois. 2. On May 108, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice Motion to Dismiss Plaintiff’s Complaint Pursuant to 735 ILCS 5/2-619. 3. In response to Defendant’s Motion to Dismiss, with leave from the Court, Plaintiff filed a First Amended Complaint on or about June 1, 2019. 4. On or about June 30, 2019, Defendant filed a Motion to Dismiss Plaintiff’s First Amended Complaint Pursuant to 735 ILCS 5/2-619. 5. The parties fully briefed Defendant’s Motion to Dismiss Plaintiff’s First Amended Complaint. 6. On September 26, 2019, the parties appeared before the Court for a hearing on Defendant’s Motion to Dismiss Plaintiff’s First Amended Complaint following which the Court denied Defendant’s Motion. 7. Following the Court’s September 26, 2019 order denying Defendant’s Motion to Dismiss Plaintiff’s First Amended Complaint, the Parties exchanged preliminary information, including an estimate of Removal the number of potential members of the Settlement Class and general information about the time-keeping system at issue, and the parties informally engaged in arms- length settlement negotiations. 8. On February 6, 2020, the parties participated in a full-day mediation proceeding presided over by the Honorable Judge Xxxxx Xxxxxxxxx (Ret.), the former Chief Presiding Judge of the United States District Court for the Northern District of Illinois. Defendants moved to dismiss Plaintiff’s First Amended Complaint on May 24, 2019at JAMS in Chicago, and the motion was fully briefed on November 8, 2019Illinois. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 2019. On February 24, 2020, the Parties participated in a full-day mediation with Xxx. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020. 39. Following arms-length negotiations, the Parties have negotiated a settlement in which the Parties agree to resolve all claims which relate to or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinois, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq., or any other similar state, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of the Settlement Class, 804 of which are non- union members, and 422 of which are union members, which Defendants understand and agree is a material term of the settlement. 4. The Parties have agreed to settle the Action on the terms and conditions set forth herein in recognition that the outcome of the Action is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 2020. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied and continue to deny all allegations of wrongdoing or liability in the Action. Despite the Defendants’ beliefs that they are not liable for and have meritorious defenses to the claims alleged in the Action, Defendants desire to settle the Action and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or discussion thereof, is or may be deemed to be or may be used as including mediation before an admission of or evidence of any wrongdoing or liability. 6. Following arms-length negotiationsexperienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, Class recognizing (a1) the existence of complex and contested issues of law and fact; , (b2) the risks inherent in litigation; (c3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; , (d4) the magnitude of the benefits derived from the contemplated Settlement settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; , and (e5) the Plaintiff’s and Class Counsel’s determination that the Settlement settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 710. The Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 11. Defendant denies and continues to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that they are not liable for, and have good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 12. Following arms-length negotiations, including an extensive mediation session, and continued and ongoing settlement discussions, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing (1) the existence of complex and contested issues of law and fact, (2) the risks inherent in litigation, (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff's determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 13. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best respective interests. 814. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action Litigation be settled and compromised, and that the Releasors release the Released Parties Releasees of the Released Claims, without costs as to Defendants, the Released PartiesReleasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On July 26June 27, 20182017, Plaintiff Xxxx Xxxxxx filed a Class Action Complaint (“Complaint”) class action lawsuit against Defendants and ADP, LLC1 in the Circuit Court of Xxxx County alleging violations of the Illinois Biometric Information Privacy Act (“BIPA”)Act, 740 ILCS § 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint ("BIPA") in the Circuit Court of Xxxx County on April 12County, 2019Illinois. On May 10July 31, 20192017, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in Defendants removed the lawsuit to the United States District Court for the Northern District of Illinois. Defendants moved to dismiss Plaintiff’s First Amended Complaint on May 24, 2019, and the motion was fully briefed on November 8, 2019Eastern Division. 2. In an effort On August 30, 2017, Kimpton filed its Answer to reach a resolution of this matterComplaint and Affirmative Defenses in federal court. At the initial status conference, Counsel for the Parties jointly moved informed the Court that they agreed to stay engage in settlement discussions through a private mediation. The Court informally stayed discovery and the Action case pending mediation on December 5settlement negotiations. In November 2017, 2019Plaintiff agreed to voluntarily dismiss InterContinental Hotels Group from the federal court lawsuit. 3. On February 24January 29, 20202018, the Parties participated in a formal, full-day mediation session with Xxx. the Xxxxxxxxx Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation) of JAMS in Chicago, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020Illinois. 34. Following arms-length negotiations, the Parties have negotiated a settlement in with the assistance of the Xxxxxxxxx Xxxxxx Denlow (Ret.) by which the Parties agree and hereby wish to resolve all claims which relate to matters pertaining to, arising from, or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinoisassociated with the Litigation, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Actas set forth herein, 740 ILCS 14/1 et seq., or any other similar state, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 all claims Plaintiff and members of the Settlement Classclass action he seeks to represent for purposes of the Settlement, 804 of which are non- union membershave or may have had against Defendants, their direct or indirect parents and subsidiaries, brands, owners, shareholders, directors, officers, agents, managers, employees, vendors, assignors, representatives, and 422 all related and affiliated parent or subsidiary companies and divisions, through the date on which the Parties sign this Agreement. Defendants have represented that approximately 1,000 of which are union membersKimpton’s employees utilized the Time-Keeping System, as defined herein, since January 1, 2012. 5. By agreement of the Parties, and as part of the Settlement, the federal lawsuit, Xxxxxx x. Xxxxxxx Hotel & Restaurant Group, LLC, et al., Case No. 17-cv-05583 (N.D. Ill.), which Defendants understand was removed to federal court from the Circuit Court of Xxxx County where it was filed, was voluntarily dismissed and agree is a material term subsequently re-filed in the Circuit Court of the settlement.Xxxx County, Chancery Division on February 16, 2018 as 46. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 2020. The Court granted Plaintiff’s motion on January 16, 2020. 57. Defendants denied deny and continue to deny each and every allegation and all allegations charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation or may in the Actionfuture assert. Despite the Defendants’ beliefs ' belief that they are not liable for for, and have meritorious good defenses to to, the claims alleged in the ActionLitigation, Defendants desire to settle the Action Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereofthereof is, is or may be deemed to be be, or may be used as as, an admission of of, or evidence of of, any wrongdoing or liability. 68. Following arms-length negotiations, including mediation before an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, Class recognizing (a1) the existence of complex and contested issues of law and fact; , (b2) the risks inherent in litigation; (c) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated Settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s and Class Counsel’s determination that the Settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 7. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their best respective interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action be settled and compromised, and that the Releasors release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.,

FACTUAL BACKGROUND AND RECITALS. 1. On July 26January 7, 20182019, Plaintiff Xxxx Xxxxxxx (“Plaintiff Xxxxxxx”) filed a Class Action Complaint (“Complaint”) class action lawsuit against Defendants and ADP, LLC1 in the Circuit Court of Xxxx County Defendant Paychex Inc. alleging violations of the Illinois Biometric Information Privacy Act Act, 740 ILCS § 14/1, et seq. (“BIPA”), 740 ILCS 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Court of Xxxx County on April 12Cook County, 2019Illinois. The case was assigned to Judge Xxxxx Xxxxx, who has since retired. 2. On May 10February 7, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in timely removed the Litigation to the United States District Court for the Northern District of IllinoisIllinois pursuant to 28 U.S.C. §§ 1332(d), 1441(a), 1446, and 1453. Defendants moved The case was initially assigned to dismiss Plaintiff’s the Xxxxxxxxx Xxxxxx S. Shah, and captioned Xxxxxxx x. Xxxxxxx, Inc. No. 19-cv-00803. 3. On April 2, 2019, before Judge Xxxx, Plaintiff Xxxxxxx filed a motion to remand, arguing that the District Court lacked Article III jurisdiction over the claims in Plaintiff Xxxxxxx’x initial Complaint. 4. Following briefing on Plaintiff Xxxxxxx’x motion to remand, the District Court entered an order denying Plaintiff Xxxxxxx’x motion. 5. On May 8, 2019, Plaintiff Xxxxxxx filed her First Amended Complaint Complaint, adding Schlage Lock Company LLC as a defendant. 6. Before responsive pleadings were filed and following informal discovery between the Parties regarding Schlage Lock Company’s role in the conduct at issue, on May July 24, 2019, after being given leave by the Court, Plaintiff Xxxxxxx filed her Second Amended Complaint, removing Schlage Lock Company LLC as a defendant in this matter and adding Xxxxxxx Xxxxxxx as a second named plaintiff. 7. On August 22, 2019, this case was randomly selected to be reassigned to form the initial calendar for the Xxxxxxxxx Xxxx X. Rowland. 8. On August 28, 2019, Defendant answered Plaintiff’s Second Amended Complaint and moved for summary judgment, or alternatively, judgment on the pleadings. 9. On October 7, 2019, Judge Xxxxxxx entered a discovery schedule, and the motion was fully briefed on November 8, 2019.Parties began Rule 56(d) discovery pursuant to Defendant’s Motion for Summary Judgment. FILED DATE: 4/29/2021 8:36 PM 2019CH00205 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 201910. On February 244, 2020, Plaintiff Xxxxxxx dismissed her claims against Defendant with prejudice. 11. During discovery, the Parties agreed to attempt to resolve the Litigation through participation in a remotely-conducted, full-day mediation session overseen by the Xxxxxxxxx Xxxxxx X. Xxxxxx (Xxx.) of JAMS in Chicago, Illinois. Discovery was stayed pending the Parties’ engagement in settlement discussions. 12. On August 20, 2020, the Parties participated engaged in a full-day day, arm’s-length mediation with Xxxsession, and while progress was made, no resolution to the Litigation was reached. 13. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediationOn October 1, Counsel for 2020, the Parties continued to engage engaged in settlement negotiations with the help of a second full-day, arm’s-length mediation conducted by Judge Denlow through the spring of 2020Xxxxxx, ultimately reaching which produced an agreement in principle on May 29, 2020to resolve the Litigation—the contours of which were negotiated over the following weeks and are memorialized in this Settlement Agreement. 314. Following arms-length negotiationsIn light of jurisdictional issues raised by Xxxxxx x. Compass Group USA, Inc., 958 F.3d 617 (7th Cir. 2020), the Parties have negotiated a settlement agreed to remand the Litigation to the Circuit Court of Cook County, Illinois, Chancery Division in which order to process the Settlement. 15. On November 13, 2020, the Parties agree stipulated to remand the Litigation, and on November 16, 2020, the Litigation was remanded to the Circuit Court of Cook County, Illinois, where it was assigned to the Xxxxxxxxx Xxxxxx X. Conlon. 16. This Settlement represents the Parties’ agreement to resolve all claims which relate to or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinoismatters pertaining to, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq.arising from, or any other similar stateassociated with the Litigation, local, including all claims Plaintiff and Settlement Class Members have or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of may have had against Defendant and the Settlement Class, 804 of which are non- union members, and 422 of which are union members, which Defendants understand and agree is a material term of the settlementReleased Parties defined below. 417. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, time and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 202018. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied and continue to deny Defendant denies all allegations charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the Actionfuture assert. Despite the Defendants’ beliefs Xxxxxxxxx’s belief that they are it is not liable for for, and have meritorious has good defenses to to, the claims alleged in the ActionLitigation, Defendants desire Defendant desires to settle the Action Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereofthereof is, is or FILED DATE: 4/29/2021 8:36 PM 2019CH00205 may be deemed to be be, or may be used as as, an admission of of, or evidence of of, any wrongdoing or liability. 619. Following armsarm’s-length negotiations, including two mediation sessions overseen by an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing Class recognizing: (a1) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated Settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s and Class Counsel’s determination that the Settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 7. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their best respective interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action be settled and compromised, and that the Releasors release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.;

FACTUAL BACKGROUND AND RECITALS. 1. On July 26November 29, 20182017, Plaintiff Xxxxxxxxx Xxxxx filed a Class Action Complaint (“Complaint”) class action lawsuit against Defendants and ADPDefendant Multimedia Sales & Marketing, LLC1 in the Circuit Court of Xxxx County Inc. alleging violations of the Illinois Biometric Information Privacy Act (“BIPA”), 740 ILCS 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Court of Xxxx County on April 12, 2019. On May 10, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in the United States District Court for the Northern District of Illinois. Defendants moved to dismiss Plaintiff’s First Amended Complaint on May 24, 2019, and the motion was fully briefed on November 8, 2019. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 2019. On February 24, 2020, the Parties participated in a full-day mediation with Xxx. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020. 3. Following arms-length negotiations, the Parties have negotiated a settlement in which the Parties agree to resolve all claims which relate to or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinois, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 § 14/1, et seq. (“BIPA”) in the Circuit Court of Xxxx County, Illinois. The case was initially assigned to Judge Xxxxxxxx Xxxxxx. 2. After Plaintiff Xxxxx filed his First Amended Class Action Complaint, or any other Defendant moved to dismiss, but rather than brief the motion the Parties agreed to stay the case pending the Illinois Supreme Court’s decision in Xxxxxxxxx v. Six Flags Entertainment Corp. Thereafter, the case was reassigned to Judge Xxxx Xxxxxx. 3. Following the Illinois Supreme Court’s Xxxxxxxxx decision, issued on January 25, 2019, Judge Xxxxxx lifted the stay on April 8, 2019. Plaintiff Xxxxx filed his Second Amended Class Action Complaint on May 6, 2019. The Parties thereafter agreed to resolve the Litigation following a full-day mediation session in an unrelated but similar statematter overseen by the Xxxxxxxxx Xxxxx X. Andersen (Ret.) of JAMS in Chicago, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of the Settlement Class, 804 of which are non- union members, and 422 of which are union members, which Defendants understand and agree is a material term of the settlementIllinois. 4. The Parties thereafter negotiated a settlement by which the Parties agree and hereby wish to resolve all matters pertaining to, arising from, or associated with the Litigation, including all claims Plaintiffs and Settlement Class Members have or may have had against Defendant, its parents and subsidiaries, predecessors, successors, affiliates, directors, partners, officers, shareholders, investors, agents, insurers and attorneys. 5. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, time and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 20206. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied and continue to deny Defendant denies all allegations charges of wrongdoing or liability of any kind whatsoever that Plaintiffs or Settlement Class Members have asserted in this Litigation or may in the Actionfuture assert. Despite the Defendants’ beliefs Defendant’s belief that they are it is not liable for for, and have meritorious has good defenses to to, the claims alleged in the ActionLitigation, Defendants desire Defendant desires to settle the Action Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereofthereof is, is or may be deemed to be be, or may be used as as, an admission of of, or evidence of of, any wrongdoing or liability. 67. Following arms-length negotiations, including the benefits of mediation before an experienced mediator in similar litigation, the Parties now seek to enter into this Settlement Agreement. Plaintiff Plaintiffs and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff Plaintiffs and the Settlement Class, recognizing Class recognizing: (a1) the existence of complex and contested issues of law and fact; (b2) the risks inherent in litigation; (c3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d4) the magnitude of the benefits derived from the contemplated Settlement settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e5) the Plaintiff’s and Class Counsel’s Plaintiffs’ determination that the Settlement settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 78. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best respective interests. 89. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action Litigation be settled and compromised, and that the Releasors Releasing Parties release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, PlaintiffPlaintiffs, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On July 26June 13, 20182022, Plaintiff Xxxxxx Xxxxxxxx filed a Class Action Complaint class action lawsuit against Xxxxxxx based on a cyberattack on Allwell’s network in March 2022 (the “ComplaintIncident”) against Defendants ), alleging claims of negligence, negligence per se, breach of confidence, breach of contract, and ADP, LLC1 unjust enrichment in the Circuit Court Southern District of Xxxx County Ohio. 2. On June 23, 2022, Plaintiff Xxx XxXxxxxxxx filed a class action lawsuit against Allwell based on the Incident, alleging claims of negligence, breach of implied contract, breach of fiduciary duty, unjust enrichment, and violations of the Illinois Biometric Information Privacy Act (“BIPA”)CSPA, 740 ILCS 14/11345.01, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Muskingum County Court of Xxxx County on April 12, 2019. On May 10, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in the United States District Court for the Northern District of Illinois. Defendants moved to dismiss Plaintiff’s First Amended Complaint on May 24, 2019, and the motion was fully briefed on November 8, 2019. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 2019. On February 24, 2020, the Parties participated in a full-day mediation with Xxx. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020Common Pleas. 3. Following arms-length arms’-length negotiations, the Parties have negotiated a settlement in with the assistance of Xxx. Xxxxxx Xxxxxx (xxx.) at a mediation on November 29, 2022, by which the Parties agree and hereby wish to resolve all claims which relate to or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinoismatters pertaining to, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq.arising from, or any other similar stateassociated with the Litigation, localincluding all claims Plaintiffs and Settlement Class Members have or may have had against Allwell and related persons and entities, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of the Settlement Class, 804 of which are non- union members, and 422 of which are union members, which Defendants understand and agree is a material term of the settlementas set forth herein. 4. Following the mediation which was conducted on behalf of Plaintiff XxXxxxxxxx and Plaintiff Xxxxxxxx from the case styled Xxxxxxxx x. Xxxxxxx Behavioral Health Services, Case No. 2:22CV02468, U.S. District Court, Southern District of Ohio, Plaintiff XxXxxxxxxx and Plaintiff Xxxxxxxx agreed that the Xxxxxxxx action would voluntarily dismiss without prejudice from the Southern District of Ohio. Plaintiff Xxxxxxxx then joined an amended complaint that was filed in the XxXxxxxxxx action pending in the Muskingum County Court of Common Pleas. 5. The Amended Complaint pending in the XxXxxxxxxx case alleges causes of action for negligence, breach of implied contract, breach of fiduciary duty, unjust enrichment, and violations of the CSPA, 1345.01, et seq. relating to the Data Breach that Xxxxxxx experienced in March 2022 and potentially impacted Plaintiffs’ and Class Members’ names, dates of birth, Social Security numbers, telephone numbers, bank routing numbers, bank account numbers, and drivers’ license numbers (collectively referred to in this Settlement as “Private Information”). 6. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, uncertainty, discovery, time, and expenseexpense for the Parties. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 20207. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied and continue to deny Allwell denies all allegations claims of wrongdoing or liability that Plaintiffs, Settlement Class Members, or anyone else have asserted in this Litigation or may assert in the Actionfuture. Despite the Defendants’ beliefs Xxxxxxx’x position that they are it is not liable for for, and have meritorious has good defenses to to, the claims alleged in the ActionLitigation, Defendants desire Xxxxxxx desires to settle the Action Litigation, and thus avoid the expense, risk, exposure, inconvenience, uncertainty, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved and released in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or act performed, or document created in relation to the Settlement Agreement, or negotiation or discussion thereofthereof is, is or may be deemed to be be, or may be used as as, an admission of of, or evidence of of, any wrongdoing or liability. 68. Following arms-length negotiations, the The Parties now seek to enter into this Settlement Agreement. Plaintiff Plaintiffs and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff Plaintiffs and the Settlement Class, recognizing recognizing: (a1) the existence of complex and contested issues of law and fact; (b2) the risks inherent in litigation; (c3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d4) the magnitude of the benefits derived from the contemplated Settlement settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e5) the Plaintiff’s and Class Counsel’s Plaintiffs’ determination that the Settlement settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 79. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best respective interests. 810. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action Litigation be settled and compromised, and that the Releasors release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, PlaintiffPlaintiffs, Class Counsel, or the Settlement Class, except as explicitly provided for in this Settlement Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On July 26April 3, 20182019, Plaintiff Xxxxxx Xxxxxxx filed a the Class Action Complaint (“Complaint”) against Defendants and ADP, LLC1 Defendant in the Circuit Court of Xxxx County Madison County, Illinois, Illinois, No. 2019L000481, alleging violations of the Illinois Biometric Information Privacy Act (“BIPA”), ) 740 ILCS 14/1, 14/1 et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019., and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Court seeking injunctive relief for violations of Xxxx County BIPA individually and on April 12, 2019behalf of others similarly situated. 2. On May June 10, 2019, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal motion to transfer venue. On June 19, 2019 Plaintiff filed a written opposition to the motion to transfer. On June 21, 2019 the Court continued the motion to transfer. Thereafter, the Parties engaged in discovery on issues raised in the United States District Court for motion to transfer. Both Parties submitted supplemental briefing. On January 9, 2020, a hearing on the Northern District of Illinois. Defendants moved motion to dismiss Plaintiff’s First Amended Complaint on May 24, 2019transfer was held, and the motion was fully briefed on November 8, 2019. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved to stay the Action pending mediation on December 5, 2019. On February 24, 2020, the Parties participated in a full-day mediation with Xxx. Xxxxxx Denlow (Ret.). Though the Action did not settle at mediation, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020argued their respective positions. 3. Following months of arms-length negotiations, the Parties have negotiated a settlement in by which the Parties agree to resolve all claims which relate to matters pertaining to, arising from, or arise out of Loews Chicago Hotel and Loews Chicago X’Xxxx Hotel in Illinoisassociated with the Litigation, and which relate in any way to information that is or could be protected under the Illinois Biometric Information Privacy Actas set forth herein, 740 ILCS 14/1 et seq., or any other similar state, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 all claims Plaintiff and members of the Settlement ClassClass he seeks to represent for purposes of the Settlement, 804 of which are non- union membershave or may have had against the Defendant, its respective direct or indirect parents and subsidiaries, brands, owners, shareholders, directors, officers, agents, managers, employees, assignors, representatives, and 422 all related and affiliated parent or subsidiary companies and divisions, through the date on which the Parties sign this Agreement. Defendant represents that no more than 330 of which are union membersits workers in Illinois utilized the Timekeeping System at issue in this Litigation, which Defendants understand and agree Defendant recognizes that this representation, within a percentage defined below, is a material term of the settlementthis Settlement Agreement. 4. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, and expense. 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 2020. The Court granted Plaintiff’s motion on January 16, 2020. 5. Defendants denied Defendant denies and continue continues to deny each and every allegation and all allegations claims of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class presently have asserted in this Litigation or may in the Actionfuture assert. Despite the Defendants’ beliefs Defendant’s belief that they are it is not liable for and have meritorious has good defenses to the claims alleged in the ActionLitigation, Defendants desire Defendant desires to settle the Action Litigation and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or discussion thereof, is or may be deemed to be or may be used as an admission of or evidence of any wrongdoing or liability. 6. Following arms-length negotiations, the The Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing (a) the existence of complex and contested issues of law and fact; (b) the risks inherent in litigation; (c) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated Settlement settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s and Class Counsel’s determination that the Settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 7. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their best respective interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action Litigation be settled and compromised, and that the Releasors release the Released Parties Defendant and the Releasees of the Released Claims, without costs as to DefendantsDefendant, the Released PartiesReleasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On July 26June 5, 2018, Plaintiff Xxxx Xxxxx filed a Class Action Complaint (“Complaint”) against Defendants and ADP, LLC1 proposed class action lawsuit in the Circuit Court of Xxxx County County, Illinois against Defendant eDriving’s subsidiary, Interactive Solutions, Inc., alleging violations of the Illinois Biometric Information Privacy Act Act, 740 ILCS § 14/1, et seq. (“BIPA”), 740 ILCS 14/1, et seq. Plaintiff moved for leave to amend her Complaint to add Loews COH Operating Company, LLC as a defendant on April 5, 2019. Plaintiff’s motion was granted on April 12, 2019, and Plaintiff filed the operative First Amended Class Action Complaint in the Circuit Court of Xxxx County on April 12, 2019. On May 10July 9, 20192018, Defendant Loews COH Operating Company, LLC, filed a Notice of Removal in Interactive Solutions removed the lawsuit to the United States District Court for the Northern District of IllinoisIllinois (the “Federal Action”). 2. On March 1, 2019, Plaintiff filed his Second Amended Complaint against eDriving, LLC, Liquid Web, LLC, Aspect Software, Inc., and Vocalect Biometric Solutions, LLC d/b/a Voice Biometrics Group. On May 6, 2019, Defendants moved Aspect Software, Inc., Liquid Web, LLC, and Vocalect Biometric Solutions, LLC filed a motion to dismiss Plaintiff’s First Second Amended Complaint on May 24for Failure to State a Claim and Lack of Personal Jurisdiction. 3. On June 26, 2019, and prior to the motion was fully briefed on November 8, 2019. 2. In an effort to reach a resolution of this matter, Counsel for the Parties jointly moved Defendants’ motion to stay the Action pending mediation on December 5, 2019. On February 24, 2020dismiss, the Parties participated in a formal, full-day mediation session with Xxx. Xxxxxx Denlow the Xxxxxxxxx Xxxxx X. Holderman (Ret.). Though the Action did not settle at mediation) of JAMS in Chicago, Counsel for the Parties continued to engage in settlement negotiations with the help of Judge Denlow through the spring of 2020, ultimately reaching an agreement in principle on May 29, 2020Illinois. 34. Following arms-length negotiations, the Parties have negotiated a settlement in with the assistance of Judge Xxxxxxxxx by which the Parties agree and hereby wish to resolve the Litigation, including all claims which relate to Plaintiff and Settlement Class Members have or arise out of Loews Chicago Hotel may have had against Defendants, their direct or indirect parents and Loews Chicago X’Xxxx Hotel in Illinoissubsidiaries, brands, owners, shareholders, directors, officers, agents, managers, employees, vendors, assignors, representatives, and which relate in any way all related and affiliated parent or subsidiary companies and divisions. 5. In order to information that is or could be protected under effectuate the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq., or any other similar state, local, or federal law, regulation, ordinance, or common law. Defendants represent there are approximately 1,244 members of the Settlement Class, 804 of which are non- union membersSettlement, and 422 of which are union membersdue to ongoing concerns regarding jurisdictional issues in the Federal Action, which Defendants understand Plaintiff voluntarily dismissed the Federal Action on July 8, 2019 and agree is a material term of the settlementrefiled his lawsuit in Illinois state court on July 19, 2019. 46. The Parties have agreed to settle the Action Litigation on the terms and conditions set forth herein in recognition that the outcome of the Action Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time, time and expense.. FILED DATE: 11/18/2019 1:44 PM 2019CH08517 1 Plaintiff moved to voluntarily dismiss ADP, LLC on January 8, 2020. The Court granted Plaintiff’s motion on January 16, 2020. 57. Defendants denied and continue to deny all allegations charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the Actionfuture assert. Despite the Defendants’ beliefs belief that they are not liable for for, and have meritorious good defenses to to, the claims alleged in the ActionLitigation, Defendants desire to settle the Action Litigation, and thus avoid the expense, risk, exposure, inconvenience, burden and distraction expense of continued litigation of any action or proceeding relating to the matters being fully settled and finally resolved put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any settlement negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereofthereof is, is or may be deemed to be be, or may be used as as, an admission of of, or evidence of of, any wrongdoing or liability. 68. Following arms-length negotiations, including mediation before an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Action Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing Class recognizing: (a1) the existence of complex and contested issues of law and fact; (b2) the risks inherent in litigation; (c) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (d) the magnitude of the benefits derived from the contemplated Settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (e) the Plaintiff’s and Class Counsel’s determination that the Settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 7. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, Plaintiff and Class Counsel are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their best respective interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Action be settled and compromised, and that the Releasors release the Released Parties of the Released Claims, without costs as to Defendants, the Released Parties, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.;