Common use of Final Settlement Approval Clause in Contracts

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants Current Participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, The provisions (a) and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 (b) shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Noticehave executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to filed 4.1.5 That each Class Member shall release the Settlement or to any application by Released Parties, Defense Counsel, and Class Counsel for an award of Attorneys’ Fees and Costsany claims, liabilities, and whether attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or not the objections or claims Net Settlement Amount and for distribution of such Class Members have been approved or allowed; all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the first instance; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the PlanPlans, in accordance with applicable law and the governing terms of the PlanPlans; and and 4.1.10 That within twenty-one three (213) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D5) in the form approved by Class Counsel and Defense CounselDefendants, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement adjudging the terms of Claims 4.1.2 For a determination that mailing the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been was provided; Dismissal , consistent with Federal Rules of Civil Procedure 23 and the requirements of due process; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Class Representative and each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (1) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims, and (2) barred and enjoined from suing Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of the Released Claims, even if any Class Member may thereafter discover facts in addition to or different from those which the Class Member or Class Counsel now know or believe to be true with respect to the Action and the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Claim Form, whether or not a such Class Members actually received the Settlement Notices, whether or not such Class 4.1.5 That the Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plans shall be (a1) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Released Parties from all Released Claims; , and (b2) barred and enjoined from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims. , even if the Plans or any Class Member on behalf of the Plans may thereafter discover facts in addition to or different from those which the Plans or any Class Member now knows or believes to be true with respect to the Action and the Released Claims; 4.1.6 That the Class Representative and each Class Member shall release Defendants, Defendants’ Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel for the Plans from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Planexclusive discretion; and and 4.1.10 That within twenty-one eight (2128) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Defendants’ Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.1.11 The Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense CounselPhilips, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; , except for retention of jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.4 That each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Philips, the Plan, and the Released Parties from all Released Claims, and (ii) barred and enjoined from suing Philips, the Plan, or the Released Parties in any action or proceeding alleging any of 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Philips and the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Philips or the Released Parties in any action or proceeding alleging any of the Released Claims. , even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each Class Member shall release Philips, Defense Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and allocation 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement and the waiver and release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Settlement Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Settlement Class Members has been was provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Plaintiffs on their own behalf or on behalf of the Settlement Class Members, or on behalf of the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Plans and each Settlement Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. The provisions (a) and (b) shall apply even if any Settlement Class Member may thereafter discover facts in addition to or different from those that the Settlement Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Settlement Class Members receive a monetary benefit from the Settlement, whether or not such Settlement Class Members have executed and delivered a Former Participant Claim Form, whether or not such Settlement Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Settlement Class Members have been approved or allowed; 4.1.5 That each Settlement Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Settlement Class Member in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the first instance; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the PlanPlans, in accordance with applicable law and the governing terms of the PlanPlans; and and 4.1.10 That within twenty-one seven (217) calendar days following the issuance of all settlement payments to Settlement Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Order. The Court shall retain jurisdiction solely to enforce the Settlement Agreement, but such retention of jurisdiction shall not affect the finality of the Final Order and judgment.

Final Settlement Approval. 3.14.1. No later than forty-five (45) 45 calendar days before prior to the Fairness Hearing, Class Counsel shall submit to file with the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request Approval Motion for approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order substantially in accordance with this Settlement Agreementthe form of the Proposed Final Approval Order (Exhibit D). 4.2. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.2.1 Approval of the Settlement settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.2.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Class Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.2.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on the behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.2.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties and the Plan from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Distribution Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsExpenses, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.2.5 That all applicable CAFA requirements have been satisfied; ; 4.2.6 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; Allocation; 4.2.7 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Former Participants, all questions not resolved by the Settlement Agreement and Plan of Allocation shall be resolved by the Plan administrator or other fiduciaries of Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Distribution Form should be accepted in the Plan, in accordance with applicable law and first instance; 4.2.8 That the governing terms of payments made from the Plan; and That within twenty-one (21) calendar days following Qualified Settlement Fund to effect the issuance of all settlement payments distributions to Class Members as provided by who are eligible for a Class Member Total Distribution or to effect the Plan of Allocation approved by constitute restorative payments in accordance with Revenue Ruling 2002-45; and 4.2.9 Within 90 calendar days after the Courtdeadline for Former Participants to cash any Class Member Distribution, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of data file listing each Person Class Member who received a settlement payment or contribution Class Member Distribution from the Qualified Settlement Fund and Fund, their Current Participant or Former Participant status, their Social Security number, their address, their email address if known, the amount and date of such payment or contributiontheir Class Member Distribution, and any amount of tax withholding (if applicable). 3.24.3. The Final Approval Order and judgment final Judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator Authorized Administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the all necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. 23(c)(2) that mailing the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been was provided; Dismissal , consistent with Federal Rules of Civil Procedure 23 and the requirements of due process; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives on their his own behalf or on behalf of the Class Members, or derivatively on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Class Representatives and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be (a1) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plan, and the Released Parties from all Released Claims; , and (b2) barred and enjoined from suing Defendants, the Plan, or the Released Parties in any action or proceeding alleging any of the Released Claims. , even if any Class Member may thereafter discover facts in addition to or different from those which the Class Member or Class Counsel now know or believe to be true with respect to the Action and the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement; 4.1.5 That the Plan shall be (1) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Released Parties from all Released Claims, and (2) barred and enjoined from suing 4.1.6 That the Class Representatives and each Class Member shall release Defendants, Defendants’ Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel for the Plan from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and ; 4.1.9 That within twenty-one eight (2128) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Defendants’ Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.1.10 The Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel3), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the terms of the Settlement Agreement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under pursuant to Fed. R. Civ. P. 23(c)(2) and 23(e) that mailing the Settlement Notice constitutes and publication of the Settlement Website and its materials constituted the best notice plan practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal , consistent with the Federal Rules of Civil Procedure and the requirements of due process under the United States Constitution; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their her own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (a) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (a) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (b) barred and enjoined from suing any of the Released Parties in any action or proceeding alleging any of the Released Claims. , even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Action and the Released Claims; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for Counsel, from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with pursuant to the Plan of Allocation approved by the Court; That, ; 4.1.9 That with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Members, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Plan; and exclusive discretion; 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the CourtAllocation, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution; and 4.1.11 The Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. 3.2. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.Settlement

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, things as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: documents:‌ 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Class, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Federal Rule of Civil Procedure 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances circumstances, and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal ; 4.1.3 Except for retention of jurisdiction to enforce the terms of the Settlement Agreement, dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class MembersClass, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plan, and the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Defendants, the Plan, or the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; ; 4.1.5 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to Plan and each Class Member in accordance with the Plan (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound (i) conclusively deemed to have, and by operation of the Settlement Agreement Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Final Order.Released Parties from all Released Claims, and

Final Settlement Approval. 3.14.1. No later than forty-five (45) calendar days before prior to the Fairness Hearing, Class Counsel shall submit to file with the Court a the motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request final approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order substantially in accordance with this Settlement Agreementthe form of the Proposed Final Approval Order (Exhibit B). 4.2. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.2.1 Approval of the Settlement settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.2.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.2.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on the behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.2.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties and the Plan from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. ; 4.2.5 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members Defendants have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That satisfied all applicable CAFA requirements have been satisfied; requirements; 4.2.6 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by Allocation; and 4.2.7 That the Court; That, with respect payments made from the Qualified Settlement Fund to any matters that arise concerning effect the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator eligible for a Class Member Distribution or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by effect the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionconstitute restorative payments in accordance with Revenue Ruling 2002-45. 3.24.3. The Final Approval Order and final judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, Parties including the Settlement BlackRock Plan Class and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this the Settlement Agreement and entry of the Final Order in accordance with this the Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this the Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. 23(c)(2Rule 23(c)(2)(A) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best appropriate notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this the Settlement Agreement; . 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall to have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Settling Parties and the Plan from all Released Claims; , and (bii) barred and enjoined from suing the Released Settling Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsCost; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present 4.1.6 That each Class Member shall release the Released Settling Parties, Defense Counsel, Class Counsel, and whether the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or not the objections or claims Net Settlement Amount and for distribution of such Class Members have been approved or allowed; all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law Court and the governing terms of the Plan; and Settling Parties; 4.1.9 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs without 4.1.4 That the Court shall retain jurisdiction to any enforce Article 8 of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, The provisions (i) and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 (ii) shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Noticehave executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and all 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D5) in the form approved by Class Counsel and Defense CounselDefendants, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members and directing the Settling Parties to take the all necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. 23(c)(2) that mailing the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal Fairness 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Class Representatives and each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (1) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims, and (2) barred and enjoined from suing Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of the Released Claims, even if any Class Member may thereafter discover facts in addition to or different from those which the Class Member or Class Counsel now know or believe to be true with respect to the Action and the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Rollover Form, whether or not a such Class Members actually received the Settlement Notices, whether or not such Class Members have filed an objection to the Settlement, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; 4.1.5 That the Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation on behalf of the Final Order shall have, fully, finally, Plans 4.1.6 That the Class Representatives and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release Defendants, Defendants’ Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel for the Plans from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Planexclusive discretion; and and 4.1.10 That within twenty-one eight (2128) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and 4.1.11 The Court shall retain jurisdiction to enforce and Defense Counsel a list of each Person who received a settlement payment or contribution from interpret the Qualified Settlement Fund and the amount of such payment or contributionAgreement. 3.2. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal ; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class MembersClass, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; , except for retention of jurisdiction to enforce the terms of the Settlement Agreement; 4.1.4 That each member of the Plan and each Class Member (and their respective heirs, beneficiariesBeneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be be (ai) conclusively deemed to have, and by operation of the Final Order shall have, have fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.5 That the Plan and each member of the Class (and their respective heirs, Beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Released Parties from all Released Claims, and (ii) barred from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plan or any member of the Class on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any member of the Class on behalf of the Plan now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each member of the Class shall release Defendants, Defense Counsel, Class Counsel, the Released Parties, and the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of EBPC pursuant to the Plan, in accordance with applicable law and the governing terms of the PlanPlan terms; and and 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Parties and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. The provisions (a) and (b) shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with 4.1.5 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the first instance; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the PlanPlans, in accordance with applicable law and the governing terms of the PlanPlans; and and 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.Settlement

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Federal Rule of Civil Procedure 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action Actions and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.5 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the Plan, in accordance with applicable law and the governing terms of the Plan; and first instance; 4.1.9 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; own 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties and the Plan from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims, and (ii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; That; 4.1.9 That the Settlement Administrator has the sole and exclusive discretion to determine, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants Authorized Former Participants, all questions not addressed in or resolved by the Plan (after allocation decisions have been made Settlement Agreement, including whether a Former Participant Claim Form should be accepted by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and first instance; 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; , except for retention of jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. operation 4.1.5 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and Class Counsel the Plan for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and and 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel, Defense Counsel and Defense Counsel the Plan administrator a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims Claim covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Settlement Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. 23(c)(2Rule 23(e)(1) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable reasonable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Settlement Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims Claim asserted therein whether asserted by the Settlement Class Representatives Representative on their his own behalf or on behalf of the Settlement Class Members, or on behalf of the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Plans and each Settlement Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all the Released ClaimsClaim; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any based on the factual predicate of the Released ClaimsClaim. The provisions (a) and (b) shall apply even if any Settlement Class Member may thereafter discover facts in addition to or different from those which the Settlement Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claim, whether or not such Settlement Class Members receive a monetary benefit from the Settlement, whether or not such Settlement Class Members have executed and delivered a Former Participant Claim Form, whether or not such Settlement Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Settlement Class Members have been approved or allowed; 4.1.5 That each Settlement Class Member shall release the Released Parties, Defense Counsel, Settlement Class Representative and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the first instance; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the PlanPlans, in accordance with applicable law and the governing terms of the PlanPlans; and and 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Settlement Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1A hearing shall be held for the purpose of obtaining the Final Approval Order and entry of Judgment approving this Settlement Agreement and releasing the claims of the Participating Class Members. No later than fortyThe date of the hearing shall be set by the Court and notice of such shall be provided to Class Members in the Class Notice, although such hearing may be continued by the Court without further notice to Class Members. On the date set forth for the final approval hearing in the Preliminary Approval Order, which shall be approximately seventy-five (4575) calendar days days, subject to the Court’s calendar, after the Response Deadline, a final approval hearing shall be held before the Fairness Hearing, Class Counsel shall submit Court in order to consider and determine whether (i) the Court a motion should give final approval to this Settlement; (ii) Plaintiff’s application for entry of an enhancement payment should be granted; (iii) Class Counsel’s application for attorneys’ fees and litigation costs should be granted; (iv) the Final Order Settlement Administrator’s costs are appropriate; and (Exhibit Dv) in the form approved any timely objections made have any merit and to consider all responses by Class Counsel and Defense Counsel, which shall request . Upon final approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Parties request that the Court enter a Final Approval Order and Judgment as follows: 1. Approving the Settlement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation of its terms and provisions; 2. Dismissing the litigation described in this Agreement with prejudice; 3. Approving Class Counsel’s application for an award of attorneys’ fees and costs; 4. Approving Settlement Administrator Administrator’s costs; 5. Approving the enhancement payment to the Plaintiff; 6. Approving the PAGA Payment; and 7. Entering final judgment, permanently barring and enjoining all Participating Class Members from prosecuting any of the Released Claims against Released Parties, as defined herein, upon satisfaction of all payments and obligations hereunder. The judgment will contain the following: (a) the class definition; (b) the full release language; and (c) a statement that no Class Member has opted-out of the settlement—i.e., requested to be excluded, or a statement listing the names of the Class Members who timely opted- out of the settlement. Notice of final Judgment shall prepare and provide to be posted on the Settlement Administrator’s website. Class Counsel shall give timely notice of the judgment to the California Labor and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionWorkforce Development Agency under Labor Code section 2699(l)(3). 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five A. This Stipulation shall become final upon the occurrence of all of the following events without the prior termination of this Stipulation (45“Final Settlement Approval”): (i) calendar days before final approval of this Stipulation, and the Fairness HearingSettlement contemplated hereby, Class Counsel shall submit to in all material respects by the Court a motion for Court; (ii) entry of the Final Judgment and Order (Exhibit D) of Dismissal in all material respects in the form approved by Class Counsel of Exhibit B hereto; and Defense Counsel, which shall request approval by the Court (iii) expiration of the terms time for further judicial review, or the time to seek permission for further judicial review, of the Court's approval of this Stipulation and the Settlement contemplated hereby, and the Court's entry of the Final Judgment and Order of Dismissal, without the filing of a request for further judicial review, or, if such further judicial review or effort to seek permission for such further judicial review is sought, (A) such further judicial review or effort to seek permission for such judicial review has been dismissed and the time to seek any further judicial review has expired, or (B) approval of this Settlement Agreement and entry of the Settlement contemplated hereby, and the Final Judgment and Order of Dismissal, have been affirmed in accordance with this Settlement Agreement. The Final Order as proposed their entirety by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law court of last resort from which further judicial review has been sought and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate such affirmance has become no longer subject to the Plan and possibility of further judicial review. For avoidance of doubt, Final Settlement Approval may occur notwithstanding the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms actual or potential filing of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) any request for further judicial review that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice concerns only: an award of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from by the Court; any request by Co-Lead Counsel for an award by the Court to the Lead Plaintiffs and Named Plaintiffs; and/or the issue of the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest Fund among Authorized Claimants. B. The Settlement is conditioned upon Final Settlement Approval, dismissal of the Securities Action as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action Settling Defendants with prejudice, and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award Final Judgment and Order of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That Dismissal (in all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants material respects in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions form annexed hereto as Exhibit B) becoming final. Should those conditions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Courtmet, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement null and the Final Ordervoid.

Final Settlement Approval. 3.1A hearing shall be held for the purpose of obtaining the Final Approval Order and entry of Judgment approving this Settlement Agreement and releasing the claims of the Final Settlement Class Members. No later than fortyThe date of the hearing shall be set by the Court and notice of such shall be provided to Settlement Class Members in the Class Notice, although such hearing may be continued by the Court without further notice to Settlement Class Members. On the date set forth for the final approval hearing in the Preliminary Approval Order, which shall be approximately seventy-five (4575) calendar days days, subject to the Court’s calendar, after the Response Deadline, a final approval hearing shall be held before the Fairness Hearing, Class Counsel shall submit Court in order to consider and determine whether (i) the Court a motion should give final approval to this Settlement; (ii) Plaintiffs’ application for entry of incentive awards should be granted; (iii) Class Counsel’s application for attorneys’ fees and litigation costs should be granted; (iv) the Final Order Settlement Administrator’s costs are appropriate; and (Exhibit Dv) in the form approved any timely objections made have any merit and to consider all responses by Class Counsel and Defense Counsel, which shall request . Upon final approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Parties request that the Court enter a Final Approval Order as follows: 1. Approving the Settlement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation of its terms and provisions; 2. Approving Class Counsel’s application for an award of attorneys’ fees and costs; 3. Approving Settlement Administrator shall prepare and provide Administrator’s costs; 4. Approving the incentive awards to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and Plaintiffs; and 5. Approving the amount of such payment or contribution. 3.2LWDA Payment. The Final Order and judgment entered by Parties shall submit a Proposed Judgment containing the Court approving following: (a) the class definition; (b) the full release language; (c) a statement that no Settlement Agreement shall provide that upon its entryClass Member has opted-out of the settlement—i.e., all Settling Partiesrequested to be excluded, or a statement listing the names of the Settlement Class Members who timely opted-out of the settlement; and (d) a provision for the Plan retention of the Court’s jurisdiction over the Parties to enforce the terms of the judgment. The Proposed Judgment shall not include a dismissal or any findings not contained in the Final Approval Order. Notice of final Judgment shall be bound by posted on the Settlement Agreement and Administrator’s website. Class Counsel shall give timely notice of the Final Orderjudgment to the LWDA under Labor Code section 2699(l)(3).

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Xxxxxx’x Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action as against Xxxxxx and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, as against Xxxxxx, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Court shall retain jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. all 4.1.6 That each Class Member shall release the Released Parties, Defense Xxxxxx’x Counsel, Class Counsel, Banner, and Class Banner’s Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share allocation of the Net Settlement Amount to be allocated the Plan in order to each Class Member defray recordkeeping fees in accordance with the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)of Allocation, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Xxxxxx in accordance with applicable law and the governing terms of the Plan; and and 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members the Plan as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Xxxxxx’x Counsel a list an affidavit containing the details of each Person who received a the settlement payment or contribution from the Qualified Settlement Fund to the Plan to offset the Plan’s recordkeeping fees, and the amount of such payment or contributionpayment. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants Current Participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: the 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Court shall retain jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, The provisions (i) and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 (ii) shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Noticehave executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Defendants in accordance with applicable law and the governing terms of the Plan; and and 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this the Settlement Agreement and entry of the Final Order in accordance with this the Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this the Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. 23(c)(2Rule 23(c)(2)(A) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best Notices constitute appropriate notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this the Settlement Agreement; . 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall to have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Settling Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Settling Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received have filed an objection to the Settlement Noticeor to any application by Class Counsel for an award of Attorneys’ Fees and Costs; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Settling Parties from all Released Claims, and (ii) barred and enjoined from suing the Released Settling Parties in any action or proceeding alleging any of the Released Claims, even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ ' Fees and Costs; 4.1.6 That each Class Member shall release the Released Settling Parties, Defense Counsel, and whether or not Class Counsel, and the objections or claims Plan for distribution of such Class Members have been approved or allowed; any claims, liabilities, and attorneys’ fees and expenses arising from the Settlement and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount Former Participant Pool to be allocated to each Class Member Former Participant and eligible Current Participant who submits a claim for payment pursuant to this Settlement, as described in accordance with the Plan Article 7 of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and this Agreement; 4.1.9 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by Former Participants or eligible Current Participants from the Plan of Allocation approved by the CourtFormer Participant Pool, the Settlement Administrator shall prepare and provide to Class Counsel and Counsel, through Defense Counsel Counsel, a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund Former Participant Pool, and the amount of such payment or contributionpayment. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that that, upon its entry, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five (45) calendar 10 business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D4) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this the Settlement Agreement and entry of the Final Order in accordance with this the Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this the Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. 23(c)(2Rule 23(c)(2)(A) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best appropriate notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this the Settlement Agreement; . 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall to have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Settling Parties and the Plan from all Released Claims; , and (bii) barred and enjoined from suing the Released Settling Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsCost; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and whether assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Settling Parties from all Released Claims, and (ii) barred and enjoined from suing the Released Settling Parties in any action or not proceeding alleging any of the objections Released Claims, even if the Plan or claims any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each Class Member shall release the Released Settling Parties, Defense Counsel, Class Counsel, and the Plan for distribution any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of such Class Members have been approved the Gross Settlement Amount or allowed; Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law Court and the governing terms of the Plan; and Settling Parties; 4.1.9 That within twenty-one (21) 21 calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; ; A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. No later than forty-forty five (454 ) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement Set lement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the t e circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Representativ s on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiariesxxxxx xxxxxxx, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award ard of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions distributi ns to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator administr tor or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-twenty one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel Co nsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: request 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. 23(c)(2) Rule 23 of the Minnesota Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Court shall retain jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, The provisions (i) and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 (ii) shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Noticehave executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all applicable CAFA requirements have been satisfied; tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Defendant in accordance with applicable law and the governing terms of the Plan; and and 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than fortytwenty-five eight (4528) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel3), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the terms of the Settlement consistent with applicable law and governing Plan documents: Agreement: 4.1.1 Approval of the Settlement and the waiver and release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under pursuant to Fed. R. Civ. P. 23(c)(2) and 23(e) that mailing and/or electronic delivery of the Settlement Notice constitutes and publication of the best notice practicable Settlement Website and its materials were appropriate under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; , consistent with the Federal Rules of Civil Procedure and the requirements of due process under the United States Constitution; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, on his or her own behalf and by operation on behalf of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. Plan shall 4.1.5 That each Class Member and the Plan shall release the Released Parties, Defense Counsel, and Class Counsel for Counsel, from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That ; 4.1.6 Approval of the provisions Plan of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which Allocation consistent with this Settlement Agreement; 4.1.7 A determination of the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsExpenses to be awarded to Class Counsel out of the Gross Settlement Amount, and whether or not in response to the objections or claims request set forth in Article 7 below; 4.1.8 A determination of the Plaintiff’s Compensation to be awarded to the Plaintiff for distribution of such Class Members have been approved or allowed; her participation in this Action, in response to the request set forth in Article 7 below; 4.1.9 That all applicable CAFA requirements have been satisfied; ; 4.1.10 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount Settlement 4.1.11 That with respect to be allocated payments or distributions to each Class Member in accordance with the Plan of Allocation approved Members, all questions not resolved by the Court; Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.12 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Fiduciary in accordance with applicable law and the governing terms of the Plan; and ; 4.1.13 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the CourtAllocation, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution; and 4.1.14 The Court shall retain jurisdiction solely to enforce the Settlement Agreement, but such retention of jurisdiction shall not affect the finality of the Final Approval Order and judgment. 3.2. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and the Final Approval Order. The Court shall retain jurisdiction solely to enforce the Settlement Agreement, but such retention of jurisdiction shall not affect the finality of the Final Order and Judgment.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Final Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. Class Counsel shall give Defendants at least five days to review Plaintiffs’ Motion for Final Approval before filing. Defendants may, but shall not be required to, submit papers in connection with Plaintiffs’ Motion for Final Approval. 3.2. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documentslaw: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Final Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. ; That each Class Member shall release the Released Parties, Defense Counsel, Parties and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses costs arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expensescosts; That the provisions of Sections 3.1.4 3.2.3., 3.2.4 and 3.1.5 3.2.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and Administrative Expenses and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That Section 15(b) of the Amended Agreed Confidentiality Order entered in the Class Action (ECF Dkt. 241) is modified for the limited purpose of allowing the Settling Parties, Class Counsel, and Defense Counsel to retain and use Confidential Information and documents marked “CONFIDENTIAL – SUBJECT TO PROTECTIVE ORDER” in connection with claims that are excluded from the definition of “Released Claims” per Section 1.33.7. That all applicable CAFA requirements have been satisfied; That (a) the Plan of Allocation is approved; (b) the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Member’s Settlement Credit Amount in accordance with the Plan of Allocation approved by the CourtAllocation; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan and (after allocation decisions have been made by c) the Settlement Administrator in its sole discretion), all questions not resolved by is authorized to direct the Escrow Agent to make such distributions from the Qualified Settlement Agreement shall be resolved by Fund as necessary to implement the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and Allocation That within twentythirty-one (2131) calendar days following the issuance of all settlement Settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement Settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionpayment; Consistent with Section 13.1, that the Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. 3.23.3. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class Members, and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order Approval order (attached hereto as Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order Approval order in accordance with this Settlement Agreement. The Final Order Approval order as proposed by the Settling Parties shall provide for the following, among other things, things as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal ; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class MembersClass, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; , except for retention of jurisdiction to enforce the terms of the Settlement Agreement; 4.1.4 That each member of the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Order Approval order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.and

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court file a motion for entry seeking final approval of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense CounselSettlement, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives Representative on their her own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsLitigation Expenses, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator Authorized Administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counselfinal settlement approval, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement Settlement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. pursuant to Rules 23(c)(2) and (e) of the Federal Rules of Civil Procedure that mailing the Settlement Notice Notices constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; , consistent with the Federal Rules of Civil Procedure and the requirements of due process under the United States Constitution; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns), shall be (i) conclusively deemed to have, and by operation of the Effective Approval Order shall have fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims, and (ii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims, even if any Class Member may thereafter discover facts in addition to or different from those which the Class Member or Class Counsel now know or believe to be true with respect to the Action and the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (ai) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, have fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. , even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Action and the Released Claims; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and Class Counsel for the Released Parties from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Plan; and exclusive discretion; 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution; and 4.1.11 That the Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. 3.2. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Final Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Final Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 That the Court should declare that neither the Final Approval Order nor this Settlement Agreement constitutes an admission by any of the Defendants of any liability, fault, or wrongdoing of any kind; 4.1.4 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or behalf, on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.and

Final Settlement Approval. 3.1A hearing shall be held for the purpose of obtaining the Final Approval Order and entry of Judgment approving this Settlement Agreement and releasing the claims of the Participating Class Members. No later than fortyThe date of the hearing shall be set by the Court and notice of such shall be provided to Class Members in the Class Notice, although such hearing may be continued by the Court without further notice to Class Members. On the date set forth for the final approval hearing in the Preliminary Approval Order, which shall be approximately seventy-five (4575) calendar days days, subject to the Court’s calendar, after the Response Deadline, a final approval hearing shall be held before the Fairness Hearing, Class Counsel shall submit Court in order to consider and determine whether (i) the Court a motion should give final approval to this Settlement; (ii) Plaintiff’s application for entry of an enhancement payment should be granted; (iii) Class Counsel’s application for attorneys’ fees and litigation costs should be granted; (iv) the Final Order Settlement Administrator’s costs are appropriate; and (Exhibit Dv) in the form approved any timely objections made have any merit and to consider all responses by Class Counsel and Defense Counsel, which shall request . Upon final approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Parties request that the Court enter a Final Approval Order and Judgment as follows: 1. Approving the Settlement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation of its terms and provisions; 2. Dismissing the litigation described in this Agreement with prejudice; 3. Approving Class Counsel’s application for an award of attorneys’ fees and costs; 4. Approving Settlement Administrator Administrator’s costs; 5. Approving the enhancement payment to the Plaintiff; 6. Approving the LWDA Payment; and 7. Entering final judgment, permanently barring and enjoining all Participating Class Members from prosecuting any of the Released Claims against Released Parties, as defined herein, upon satisfaction of all payments and obligations hereunder. The judgment will contain the following: (a) the class definition; (b) the full release language; and (c) a statement that no Class Member has opted-out of the settlement—i.e., requested to be excluded, or a statement listing the names of the Class Members who timely opted-out of the settlement. Notice of final Judgment shall prepare and provide to be posted on the Settlement Administrator’s website. Class Counsel and Defense Counsel a list shall give timely notice of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and judgment to the amount of such payment or contributionLWDA under Labor Code section 2699(l)(3). 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Fairness Hearingdate for filing Objections set in the Preliminary Approval Order, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 3.1.1. Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 3.1.2. A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 3.1.3. Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 3.1.4. That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. 3.1.5. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; ; 3.1.6. That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 3.1.7. That all applicable CAFA requirements have been satisfied; ; 3.1.8. That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; ; 3.1.9. That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretiondiscretion pursuant to the Plan of Allocation), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and and 3.1.10. That within twenty-one (21) calendar days days, or as soon as administratively practicable, following the initial issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Authorized Administrator shall prepare and provide to the Settlement Administrator, Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount and method of such payment (direct rollover to financial institution, rollover check to Class Member, Beneficiary, or contributionAlternate Payee, payable to financial institution, or check payable to Class Member, Beneficiary, or Alternate Payee). Every thirty (30) days thereafter, the Authorized Administrator shall prepare and provide supplemental lists of such additional payments as the settlement distribution proceeds, until the distribution process to all Class Members has been completed. 3.1.11. The Authorized Administrator who will serve as the disbursement agent shall ensure compliance with Internal Revenue Code withholding and reporting requirements and shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any Class Member any funds necessary to pay such amounts, including the establishment of adequate reserves for any taxes and tax expenses. To achieve this, the Authorized Administrator shall review and approve a template rollover election form prior to the Settlement Administrator distributing them to Class Members. Neither the Released Parties, Defense Counsel, nor Class Counsel are responsible nor shall they have any liability related to the Authorized Administrator’s actions, including withholding of funds to comply with the Internal Revenue Code. 3.1.12. The Authorized Administrator shall not disburse the Gross Settlement Amount, or Net Settlement Amount, or any portion thereof except as provided in this Settlement Agreement, in an order of the Court, or in a subsequent written stipulation between Class Counsel and Defense Counsel. Subject to the orders of the Court, the Authorized Administrator is authorized to execute such transactions as are consistent with the terms of this Settlement Agreement. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, Parties and the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be: (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneysAttorneys’ fees Fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneysAttorneys’ fees Fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court file a motion for entry seeking final approval of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense CounselSettlement, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be ; (a) conclusively deemed to have, and by operation of the Final Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and CostsLitigation Expenses, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator Authorized Administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval : 4.1.1 For approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal ; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; , except for retention of jurisdiction to enforce Article 8 of the Settlement Agreement; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.5 That the Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plans shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants and the Released Parties from all Released Claims, and (ii) barred from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plans or any Class Member on behalf of the Plans may thereafter discover facts in addition to or different from those which the Plans or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each Class Member shall release Defendants, Defense Counsel, Class Counsel, the Released Parties, and the Plans for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of Fiduciary pursuant to the Plan, in accordance with applicable law and the governing terms of the PlanPlans; and and 4.1.11 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order final order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan Plans shall be bound by the Settlement Agreement and by the Final Orderfinal order.

Final Settlement Approval. 3.14.1. No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D6) in the form approved by Class Counsel and Defense Counsel, which shall request the 4.1.1. For approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the all necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2. For a determination under Fed. R. Civ. P. 23(c)(2) that mailing the Short Form Settlement Notice and posting the Long Form Settlement Notice on the Settlement Notice constitutes Website constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been was provided; Dismissal , consistent with Federal Rules of Civil Procedure 23 and the requirements of due process; 4.1.3. For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4. That the Class Representative and each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (1) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, 4.1.5. That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) on behalf of the Plan shall be (a1) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendant and the Released Parties from all Released Claims; , and (b2) barred and enjoined from suing Defendant or the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plan or any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Action and the Released Claims; 4.1.6. That the Class Representative and each Class Member shall release Defendant, Defendant’s Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel for the Plan from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; the 4.1.7. That all applicable CAFA requirements have been satisfied; ; 4.1.8. That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Former Participant pursuant to the Plan of Allocation approved by the Court; Allocation; 4.1.9. That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Planexclusive discretion; and and 4.1.10. That within twenty-one eight (2128) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the CourtAllocation, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Defendant’s Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.24.1.11. The Court shall retain jurisdiction to enforce and interpret the Settlement Agreement. Such retention of jurisdiction shall not affect the finality of the Court’s judgment. 4.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel6), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance accord with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, things as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement class settlement of the Released Claims claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, reasonable and adequate to the Plan and the Class Members Settlement Class, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes constituted the best notice practicable under the circumstances circumstances, and that due and sufficient notice of the Fairness Hearing and the rights of all Settlement Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class MembersSettlement Class, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That each member of the Plan and each Settlement Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, successors and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, finally and forever settled, released, relinquished, waivedwaived and discharged Defendants, the Plan, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Defendants, the Plan or the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Settlement Class Member may thereafter discover facts in addition to or different from those which the Settlement Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Settlement Class Members receive have executed and delivered a monetary benefit from the SettlementFormer Participant Claim Form, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Settlement Class Members have been approved or allowed; ; 4.1.5 That the Plan and each member of the Settlement Class (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors and assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally and forever settled, released, relinquished, waived and discharged Defendants and the Released Parties from all Released Claims, and (ii) barred from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plan or any member of the Settlement Class on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any member of the Settlement Class on behalf of the Plan now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each member of the Settlement Class shall hold harmless Defendants, Defense Counsel, the Released Parties, and the Plan for any claims, liabilities, attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA relevant requirements of the Class Action Fairness Act have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; Current Participant and each Authorized Former Participant; 4.1.9 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of Plan’s Administrator pursuant to the Plan, in accordance with applicable law and the governing terms of the Plan; and Plan terms; 4.1.11 That within twenty-one (21) calendar days at a reasonable date following the issuance of all settlement payments to Settlement Class Members as provided by the Plan of Allocation approved by the CourtMembers, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution.payment; 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Members and the Plan shall be bound by the Settlement Agreement and by the Final Order. 4.3 The Cigna Defendants agree to dismiss the In re Cigna appeal pending before the Third Circuit Court of Appeals, Appellate Case No. 12-4150, within 14 days after the Settlement Effective Date. Each of the Settling Parties is responsible for its own attorneys’ fees and litigation costs associated with In re Cigna and the appeal of the Eastern District of Pennsylvania’s order denying the motion to enforce. The Settling Parties agree to cooperate in making all filings or appearances necessary to adjourn this appeal, including the oral argument, pending this Settlement.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before A hearing shall be held for the Fairness Hearing, Class Counsel shall submit to purpose of obtaining the Court a motion for Final Approval Order and entry of Judgment approving this Settlement Agreement and releasing the claims of the Final Order (Exhibit D) Settlement Class. The date of the hearing shall be set by the Court and notice of such shall be provided to Class Members in the form approved Class Notice, although such hearing may be continued by the Court without further notice to Class Members. On the date set forth for the final fairness and approval hearing in the Order granting preliminary approval of the settlement, which shall be approximately one hundred and five (105) days, subject to the Court’s calendar, after the Court grants preliminary approval of this Settlement, a final fairness and approval hearing shall be held before the Court in order to consider and determine whether (i) the Court should give final approval to this Settlement; (ii) Plaintiff’s application for an Enhancement Award should be granted; (iii) Class Counsel’s application for attorneys’ fees and expenses should be granted; and (iv) any timely objections made have merit and to consider all responses by Class Counsel and Defense Counsel, which shall request Counsel for Defendants. Upon final approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of by the Released Claims covered by this Settlement Agreement Court, the Parties request that the Court enter an order and Judgment as follows: 1. Approving the Settlement, adjudging the terms of the Settlement Agreement thereof to be fair, reasonablereasonable and adequate, and adequate directing consummation of its terms and provisions; 2. Approving Class Counsel’s application for an award of attorneys’ fees and costs; 3. Approving the Enhancement Award to the Plan Class Representatives; and 4. Entering final judgment, permanently barring and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms enjoining all members of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Membersfrom prosecuting against Defendants, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirspast, beneficiariespresent and future parents, executorsaffiliates, administratorssubsidiaries, estates, past and present partners, officers, directors, agents, attorneysdivisions, predecessors, successors, partners, joint ventures, affiliated organizations, insurers, re-insurers and assigns) shall be (a) conclusively deemed to have, and each of their past, present and future officers, directors, trustees, agents, employees, attorneys, contractors, representatives, partners, joint ventures, benefit plans sponsored or administered by operation of the Final Order shall haveDefendants, fullydivisions, finallyunits, branches and other persons or entities acting on their behalf, and forever settledany individual or class claim released herein pursuant to Section X(A) of this Agreement, released, relinquished, waivedupon satisfaction of all payments and obligations hereunder. Following entry of final judgment and Defendants’ satisfaction of their payment obligations, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Partiesupon Defendants’ request, Defense Counsel, and Class Counsel for any claims, liabilities, will execute and attorneys’ fees and expenses arising from file an acknowledgment that Defendants have satisfied the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received payment obligations under the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionAgreement. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five (45) calendar days before A hearing shall be held for the Fairness Hearing, Class Counsel shall submit to purpose of obtaining the Court a motion for Final Approval Order and entry of Judgment approving this Settlement Agreement and releasing the claims of the Final Order (Exhibit D) Settlement Class. The date of the hearing shall be set by the Court and notice of such shall be provided to Settlement Class members in the form approved Class Notice, although such hearing may be continued by the Court without further notice to Settlement Class members. On the date set forth for the final fairness and approval hearing in the order granting preliminary approval of the settlement, which shall be at least one hundred and five (105) days, subject to the Court’s calendar, after the Court grants preliminary approval of this Settlement, a final fairness and approval hearing shall be held before the Court in order to consider and determine whether (i) the Court should give final approval to this Settlement; (ii) Class Counsel’s application for attorneys’ fees and litigation costs should be granted; (iii) the Named Plaintiff’s application for an enhancement award should be granted; and (iv) any timely objections made have any merit and to consider all responses by Class Counsel and Defense Counsel, which shall request Counsel for Defendant. Upon final approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of by the Released Claims covered by this Settlement Agreement Court, the Parties request that the Court enter an order and Judgment as follows: 1. Approving the Settlement, adjudging the terms of the Settlement Agreement thereof to be fair, reasonablereasonable and adequate, and adequate directing consummation of its terms and provisions; 2. Approving Class Counsel’s application for an award of attorneys’ fees and litigation costs; 3. Approving the administration costs to the Plan Claims Administrator; 4. Approving the enhancement award to the Named Plaintiff; 5. Approving the amount paid to the LWDA; 6. Dismissing the Action with prejudice; and 7. Entering Judgment, permanently barring and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms enjoining all members of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances Class from prosecuting against Defendant, and that due its direct and sufficient notice of the Fairness Hearing indirect subsidiaries and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Membersaffiliates, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirspast, beneficiariespresent and future parents, executorsaffiliates, administratorssubsidiaries, estates, past and present partners, officers, directors, agents, attorneysdivisions, predecessors, successors, partners, joint ventures, affiliated organizations, insurers and assigns) shall be (a) conclusively deemed assigns and each of their past, present and future officers, directors, trustees, agents, employees, attorneys, contractors, representatives, partners, joint ventures, benefit plans sponsored or administered by them, divisions, units, branches and other persons or entities acting on their behalf regarding any individual or class claim released herein pursuant to havesection X, below, of this Agreement, upon satisfaction of all payments and by operation obligations hereunder. Following entry of the Final Order shall haveJudgment and Defendant’s satisfaction of its payment obligations, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, will execute and attorneys’ fees and expenses arising from file an acknowledgment that Defendant has satisfied the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received payment obligations under the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionAgreement. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D5) in the form approved by Class Counsel and Defense CounselDefendants, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval accordance 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the all necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. 23(c)(2) that mailing the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been was provided; Dismissal , consistent with Federal Rules of Civil Procedure 23 and the requirements of due process; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Class Representatives and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plan, and the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.and

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Federal Rule of Civil Procedure 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action Litigation and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ ' Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.5 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and the Plan for any claims, liabilities, and attorneys' fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys' fees and expenses; 4.1.6 That all applicable CAFA requirements have been satisfied; ; 4.1.7 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.8 That, with respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the first instance; 4.1.9 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other Plan fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and and 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D5) in the form approved by Class Counsel and Defense CounselDefendants, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and the Plan’s governing Plan documents: Approval : 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the all necessary steps to effectuate the terms of the Settlement Agreement; A 4.1.2 For a determination under Fed. R. Civ. P. 23(c)(2) that mailing the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal the 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their his own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Class Representative and each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (i) conclusively deemed to have, and by operation of the Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plan, and the Released Parties from all Released Claims, and (ii) barred and enjoined from suing Defendants, the Plan, or the Released Parties in any action or proceeding alleging any of the Released Claims, even if any Class Member may thereafter discover facts in addition to or different from those which the Class Member or Class Counsel now know or believe to be true with respect to the Action and the Released Claims, whether or not such Class Members have executed and delivered a Former Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation on behalf of the Final Order shall have, fully, finally, Plan 4.1.6 That the Class Representative and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release Defendants, Defense Counsel, Class Counsel, the Released Parties, Defense Counsel, and Class Counsel for the Plan from any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with Current Participant and each Authorized Former Participant pursuant to the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, Settlement Administrator in accordance with applicable law its sole and the governing terms of the Plan; and exclusive discretion; 4.1.10 That within twenty-one eight (2128) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, approved 4.1.11 The Court shall retain jurisdiction to enforce and interpret the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionAgreement. 3.2. 4.2 The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entrybecoming Effective, all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Approval Order.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Fairness Hearingdate for filing Objections set in the Preliminary Approval Order, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit DE) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Long Form and Short Form Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretiondiscretion pursuant to the Plan of Allocation), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Approval Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Approval Order.

Final Settlement Approval. 3.1. No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 3.1.1. Approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan Plans and the Class Members Members, and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 3.1.2. A determination under Fed. R. Civ. P. 23(c)(223(c)(2)(A) that the Settlement Notice constitutes the best appropriate notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; provided and the requirements of due process have been met; 3.1.3. Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives Representative on their her own behalf or on behalf of the Class Members, or derivatively to secure relief on behalf of the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 3.1.4. That the Plan Plans and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. 3.1.5. That the Class Representative and each Class Member and the Plans shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; ; 3.1.6. That the Class Representative and each Class Member and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns, shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims, and (b) barred and enjoined from suing Defendants, the Plans, or the Released Parties in any action or proceeding alleging any of the Released Claims; 3.1.7. That the provisions of Sections 3.1.4 and 3.1.5 through 3.1.6 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; ; 3.1.8. That all applicable CAFA requirements have been satisfied; ; 3.1.9. That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; ; 3.1.10. That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Plans (after allocation decisions have been made by the Settlement Administrator in its sole discretiondiscretion pursuant to the Plan of Allocation), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the PlanClass Counsel; and and 3.1.11. That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan Plans shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five (45a) calendar days before This Settlement Agreement shall become final upon the Fairness Hearingoccurrence of all of the following events without the prior termination of this Settlement Agreement (“Final Settlement Approval”): (i) final approval of this Settlement Agreement, Class Counsel shall submit to and the Court a motion for settlement contemplated hereby, in all respects by the Court; (ii) entry of the Final Judgment and Order (Exhibit D) of Dismissal in all material respects in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of Exhibit F hereto; and (iii) expiration of the terms time for further judicial review, or the time to seek permission for further judicial review, of the Court’s approval of this Settlement Agreement and the settlement contemplated hereby, and the Court’s entry of the Final Judgment and Order in accordance with this Settlement Agreement. The Final Order as proposed by of Dismissal, without the Settling Parties shall provide filing of a request for further judicial review or an effort to seek permission for further judicial review, or, if such further judicial review or effort to seek permission for such further judicial review is sought, (A) such further judicial review or effort to seek permission for such further judicial review has been dismissed and the followingtime to seek any further judicial review has expired, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval or (B) approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging and the terms of the Settlement Agreement to be fair, reasonablesettlement contemplated hereby, and adequate the Final Judgment and Order of Dismissal, have been affirmed in their entirety by the court of last resort from which further judicial review has been sought and such affirmance has become no longer subject to the Plan and possibility of further judicial review. For avoidance of doubt, Final Settlement Approval may occur notwithstanding the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms actual or potential filing of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) any request for further judicial review that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice concerns only: an award of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from by the Court; any request by Settlement Classes Counsel for an award by the Court to the Representative Plaintiffs; and/or the issue of the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the Fund among Authorized Claimants. (b) The provisions of Sections 3.1.4 and 3.1.5 Rule 60 of the Federal Rules of Civil Procedure shall apply even if not be taken into account in determining any Class Member may thereafter discover facts of the times stated in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released ClaimsSection 9(a)(iii) above. (c) For avoidance of doubt, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator no Party shall have final authority any right to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the terminate this Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the after Final Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contributionApproval. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five fourteen (4514) calendar days before the Fairness Hearing, Class Counsel shall submit to the Court a motion for entry of the Final Approval Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Approval Order in accordance with this Settlement Agreement. The Final Approval Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and the Plans’ governing Plan documents: Approval : 4.1.1 For approval of the Settlement and the release of the Released Claims covered by this Settlement Agreement Agreement, adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of Agreement 4.1.2 For a determination that mailing the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes Notices constituted the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been was provided; Dismissal , consistent with Federal Rules of Civil Procedure 23 and the requirements of due process; 4.1.3 For dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by the Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That the Plan Class Representatives and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Effective Approval Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged Defendants, the Plans, and the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.and

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D5) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement of the Released Claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of derivatively to secure relief for the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; . 4.1.4 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties and the Plan from all Released Claims; , and (bii) barred and enjoined from suing the Released Parties or the Plan in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive have executed and delivered a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement NoticeFormer Participant Claim Form, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, 4.1.5 That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and whether assigns) on behalf of the Plan shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims, and (ii) barred and enjoined from suing the Released Parties in any action or not proceeding alleging any of the objections Released Claims, even if the Plan or claims any Class Member on behalf of the Plan may thereafter discover facts in addition to or different from those which the Plan or any Class Member now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each Class Member shall release the Released Parties, Defense Counsel, Class Counsel, and the Plan for distribution any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of such Class Members have been approved the Gross Settlement Amount or allowed; Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA requirements have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member Current Participant and each Authorized Former Participant in accordance with the Plan of Allocation approved by the Court; ; 4.1.9 That, with respect to any matters that arise concerning the implementation of payments or distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion)Authorized Former Participants, all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of Settlement Administrator in its sole and exclusive discretion, including whether a Former Participant Claim Form should be accepted in the Plan, in accordance with applicable law and the governing terms of the Plan; and first instance; 4.1.10 That within twenty-one (21) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Class, and the Plan shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Fairness Hearingdate for filing Objections set in the Preliminary Approval Order, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement; adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members; and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount Amount, any calculations that are part of the allocation and distribution process of the Settlement, and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretiondiscretion pursuant to the Plan of Allocation), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator Administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan, to the extent applicable; and That within twenty-one thirty (2130) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Fairness Hearingdate for filing Objections set in the Preliminary Approval Order, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement; adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members; and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount Amount, any calculations that are part of the allocation and distribution process of the Settlement, and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.3 and 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one thirty (2130) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.

Final Settlement Approval. 3.1. 4.1 No later than forty-five ten (4510) calendar business days before the Fairness Hearing, Class Counsel and Defense Counsel shall submit to the Court a mutually agreed upon motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel5), which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance accord with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, things as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: : 4.1.1 Approval of the Settlement class settlement of the Released Claims claims covered by this Settlement Agreement adjudging the terms of the Settlement Agreement to be fair, reasonable, reasonable and adequate to the Plan and the Settlement Class Members (including sub- classes), and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; 4.1.2 A determination under Fed. R. Civ. P. pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Settlement Notice constitutes Notice, including any Publication Notice, constituted the best notice practicable under the circumstances circumstances, and that due and sufficient notice of the Fairness Hearing and the rights of all Settlement Class Members has been provided; ; 4.1.3 Dismissal with prejudice of the Class Action and all Released Claims claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class MembersSettlement Class, or on behalf of derivatively to secure relief for the PlanPlans, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; ; 4.1.4 That each member of the Plan and each Settlement Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, successors and assigns) , shall be (ai) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, finally and forever settled, released, relinquished, waivedwaived and discharged Defendants, the Plans, and discharged the Released Parties from all Released Claims; , and (bii) barred and enjoined from suing Defendants, the Plans or the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Settlement Class Member may thereafter discover facts in addition to or different from those which the Settlement Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Settlement Class Members receive have executed and delivered a monetary benefit from the SettlementFormer Participant Claim Form, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Settlement Class Members have been approved or allowed; ; 4.1.5 That the Plans and each member of the Settlement Class (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors and assigns) on behalf of the Plans shall be (i) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally and forever settled, released, relinquished, waived and discharged Defendants and the Released Parties from all Released Claims, and (ii) barred from suing Defendants or the Released Parties in any action or proceeding alleging any of the Released Claims, even if the Plans or any member of the Settlement Class on behalf of the Plans may thereafter discover facts in addition to or different from those which the Plans or any member of the Settlement Class on behalf of the Plans now knows or believes to be true with respect to the Class Action and the Released Claims; 4.1.6 That each member of the Settlement Class shall hold harmless Defendants, Defense Counsel, Class Counsel, the Released Parties, and the Plan for any claims, liabilities, attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; 4.1.7 That all applicable CAFA relevant requirements of the Class Action Fairness Act have been satisfied; ; 4.1.8 That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance Current Participant and each Authorized Former Participant; 4.1.9 That, with the Plan of Allocation approved respect to payments or distributions to Authorized Former Participants, all questions not resolved by the Court; Settlement Agreement shall be resolved by the Settlement Administrator in its sole and exclusive discretion; 4.1.10 That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan Current Participants (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of Plan’s Administrator pursuant to the Plan, in accordance with applicable law and the governing terms of the Plan; and Plan terms; 4.1.11 That within twenty-one (21) calendar days at a reasonable date following the issuance of all settlement payments to Settlement Class Members as provided by the Plan of Allocation approved by the CourtMembers, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution.payment; 3.2. 4.2 The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, entry all Settling Parties, the Settlement Class Members and the Plan Plans shall be bound by the Settlement Agreement and by the Final Order.

Final Settlement Approval. 3.1. No later than forty-five thirty (4530) calendar days before the Fairness Hearingdate for filing Objections set in the Preliminary Approval Order, Class Counsel shall submit to the Court a motion for entry of the Final Order (Exhibit D) in the form approved by Class Counsel and Defense Counsel, which shall request approval by the Court of the terms of this Settlement Agreement and entry of the Final Order in accordance with this Settlement Agreement. The Final Order as proposed by the Settling Parties shall provide for the following, among other things, as is necessary to carry out the Settlement consistent with applicable law and governing Plan documents: Approval of the Settlement of the Released Claims covered by this Settlement Agreement Agreement; adjudging the terms of the Settlement Agreement to be fair, reasonable, and adequate to the Plan and the Class Members Members; and directing the Settling Parties to take the necessary steps to effectuate the terms of the Settlement Agreement; A determination under Fed. R. Civ. P. 23(c)(2) that the Settlement Notice constitutes the best notice practicable under the circumstances and that due and sufficient notice of the Fairness Hearing and the rights of all Class Members has been provided; Dismissal with prejudice of the Class Action and all Released Claims asserted therein whether asserted by Class Representatives on their own behalf or on behalf of the Class Members, or on behalf of the Plan, without costs to any of the Settling Parties other than as provided for in this Settlement Agreement; That the Plan and each Class Member (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns) shall be (a) conclusively deemed to have, and by operation of the Final Order shall have, fully, finally, and forever settled, released, relinquished, waived, and discharged the Released Parties from all Released Claims; and (b) barred and enjoined from suing the Released Parties in any action or proceeding alleging any of the Released Claims. That each Class Member shall release the Released Parties, Defense Counsel, and Class Counsel for any claims, liabilities, and attorneys’ fees and expenses arising from the allocation of the Gross Settlement Amount or Net Settlement Amount Amount, any calculations that are part of the allocation and distribution process of the Settlement, and for all tax liability and associated penalties and interest as well as related attorneys’ fees and expenses; That the provisions of Sections 3.1.4 and 3.1.5 shall apply even if any Class Member may thereafter discover facts in addition to or different from those which the Class Members or Class Counsel now know or believe to be true with respect to the Class Action and the Released Claims, whether or not such Class Members receive a monetary benefit from the Settlement, whether or not such Class Members actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed; That all applicable CAFA requirements have been satisfied; That the Settlement Administrator shall have final authority to determine the share of the Net Settlement Amount to be allocated to each Class Member in accordance with the Plan of Allocation approved by the Court; That, with respect to any matters that arise concerning the implementation of distributions to Class Members who are current participants in the Plan (after allocation decisions have been made by the Settlement Administrator in its sole discretion), all questions not resolved by the Settlement Agreement shall be resolved by the Plan administrator or other fiduciaries of the Plan, in accordance with applicable law and the governing terms of the Plan; and That within twenty-one thirty (2130) calendar days following the issuance of all settlement payments to Class Members as provided by the Plan of Allocation approved by the Court, the Settlement Administrator shall prepare and provide to Class Counsel and Defense Counsel a list of each Person who received a settlement payment or contribution from the Qualified Settlement Fund and the amount of such payment or contribution. 3.2. The Final Order and judgment entered by the Court approving the Settlement Agreement shall provide that upon its entry, all Settling Parties, the Settlement Class and the Plan shall be bound by the Settlement Agreement and the Final Order.