Common use of MISCELLANEOUS REPRESENTATIONS Clause in Contracts

MISCELLANEOUS REPRESENTATIONS. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. This Agreement and the Xxx Declaration exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits other than the representations, warranties and covenants contained and memorialized in such documents. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. The Parties agree that Xxx Declaration, Exhibits B-E are material and integral parts of this Settlement Agreement and are fully incorporated herein by this reference. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. Except as otherwise provided herein, each Party shall bear its own costs. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.

MISCELLANEOUS REPRESENTATIONS. 74. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given compensating, Settlement Class Member related to Members for the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 75. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 76. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 77. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 78. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 79. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 80. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 81. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 82. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 83. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 84. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 85. Except as otherwise provided herein, each Party shall bear its own costs. 86. Plaintiff represents and warrants that she he has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 87. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 88. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 89. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 90. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 91. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.or

MISCELLANEOUS REPRESENTATIONS. 85. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 86. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 87. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 88. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 89. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 90. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 91. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 92. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 93. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 94. The Parties agree that Xxx Declaration, Exhibits B-E A through D to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 95. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 96. Except as otherwise provided herein, each Party shall bear its own costs. 97. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 98. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 99. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 100. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. The provisions 101. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, and the Settlement contemplated by it, nor any ordersproceedings taken under it, pleadings will be construed or other documents entered in furtherance of this Settlement Agreement, may be offered or received in into evidence solely (1) to enforce the terms and provisions hereof as an admission, concession or thereofpresumption that class certification is appropriate, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (except to the extent permitted by applicable law) necessary to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This consummate this Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns effect of the Parties hereto Final Order and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkJudgment.

MISCELLANEOUS REPRESENTATIONS. 80. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Facility Defendants’ Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and to endeavor to promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the SettlementSettlement Agreement. 81. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff Plaintiffs and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff Plaintiffs or defended by Defendantthe Facility Defendants, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 82. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 83. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 84. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 85. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, term sheets, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 86. This Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 87. The Parties agree that Xxx Declaration, Exhibits B-A through E to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 88. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 89. Except as otherwise provided herein, each Party shall bear its own costs. 90. Plaintiff represents Plaintiffs represent and warrants warrant that she has they have not assigned any claim or right or interest therein as against the Releasees to any other person or party. 91. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 92. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not not (1a) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 93. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely solely: (1a) to enforce the terms and provisions hereof or thereof, ; (2b) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, ; (3c) in order to establish payment, or an affirmative defense of preclusion preclusion, release, or bar in a subsequent case, case or Related Action; (4d) in connection with any motion to enjoin, stay or dismiss any other action, ; or (5e) to obtain Court approval of the Settlement Agreement. 94. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff Plaintiffs and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlementsettlement. Similarly, the Facility Defendants and Facility Defendants’ Counsel shall not make any public statement, including any statement to the press, regarding the settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreementof Section VII above, nor shall this Section be construed to prevent Class Counsel or Defendant Facility Defendants from notifying or explaining to potential Settlement Class Members or others that of this case and that it has settled and how to obtain settlement benefitssettled, nor shall this Section limit the representations that the Parties or their attorneys Counsel may make to the Court to assist in its evaluation of the proposed SettlementSettlement Agreement. If a Party is required by a valid, enforceable subpoena or government information request to disclose The Facility Defendants may also provide information about the settlementsettlement to their members, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders partners, shareholders, insurers, brokers, agents, and other persons or entities as required by securities laws or other applicable laws or regulations. 95. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment, and any such signature exchanged shall be deemed an original signature for purposes of this Settlement Agreement. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 96. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. 97. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 98. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 99. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arm’s-length negotiations among the Parties. Because all Parties have contributed substantially and materially to the preparation of this Agreement and its Exhibits, it shall not be construed more strictly against one Party than another. 100. If the Parties disagree over the meaning of any of the terms in this Agreement or the negotiation of, compliance, or implementation of such terms, and cannot resolve such disagreement themselves, they agree to promptly submit the issue to mediation with the mediator who facilitated this settlement. The mediator will have authority to make a binding determination to resolve the disagreement. 101. Unless otherwise stated herein, any notice to a Party required or provided for under this Agreement shall be in writing and shall be sent by electronic mail or hand delivery, postage prepaid, as follows:

MISCELLANEOUS REPRESENTATIONS. 88. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 89. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel may contact Settlement Class Members upon preliminary approval in order to notify them of the settlement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 90. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the ReleaseesReleased Parties, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 91. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees Released Parties is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all ReleasorsReleasing Parties. 92. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 93. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 94. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 95. The Recitals contained in this Agreement are expressly incorporated into the terms hereof. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 96. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 97. The Parties agree that Xxx Declaration, Exhibits B-E A through D to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 98. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 99. Except as otherwise provided herein, each Party shall bear its own costs. 100. Plaintiff represents and warrants that she he has used the Defendant’s timekeeping device in Illinois during the relevant Class Period and not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 101. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 102. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 103. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. The provisions 104. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, and the Settlement contemplated by it, nor any ordersproceedings taken under it, pleadings will be construed or other documents entered in furtherance of this Settlement Agreement, may be offered or received in into evidence solely (1) to enforce the terms and provisions hereof as an admission, concession or thereofpresumption that class certification is appropriate, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (except to the extent permitted by applicable law) necessary to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This consummate this Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns effect of the Parties hereto Final Order and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkJudgment.

MISCELLANEOUS REPRESENTATIONS. 78. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 79. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 80. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the ReleaseesReleased Parties, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 81. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees Released Parties is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all ReleasorsReleasing Parties. 82. The Parties have relied upon the advice and representation of counsel, selected by themthemselves, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the samethis Settlement. 83. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 84. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 85. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 86. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 87. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 88. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 89. Except as otherwise provided herein, each Party shall bear its own costs. 90. Plaintiff represents and warrants that she he has not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 91. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 92. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence for any purpose, including, without limitation, as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 93. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 94. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, shall be inadmissible for any purposes, including, without limitation, as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 95. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or and/or (5) to obtain Court approval of the Settlement Agreement. 96. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Plaintiff, Class Counsel shall not make any public statementCounsel, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the SettlementSettlement Agreement or settlement aside from the following agreed upon statement: “[The Parties] have reached a proposed agreement and look forward to the Court’s review and decision” or words to that effect. This Section paragraph shall not be construed to limit or impede the notice requirements contained in the Agreement, of Section X above; nor shall this Section paragraph be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, ; nor shall this Section paragraph limit the representations that the Parties or their attorneys Counsel for the Parties may make to the Court to assist in its evaluation of the proposed Settlementsettlement; nor shall this paragraph limit Defendant’s ability to discuss in a confidential manner the terms of this settlement with its clients and business partners. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to all the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 97. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment, and any such signature exchanged shall be deemed an original signature for purposes of this Settlement Agreement. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 98. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the ReleaseesReleased Parties. 99. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 100. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 101. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arm’s-length negotiations among the Parties.

MISCELLANEOUS REPRESENTATIONS. The 73. Within ten (10) days of the Effective Date, the Parties respectively agree that to destroy any materials produced by the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to opposing parties in the Released Claims. Neither this Settlement Agreement, nor any negotiation Litigation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liabilityRelated Matters. 74. The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendants’ Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and to endeavor to promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the SettlementSettlement Agreement. 75. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by DefendantDefendants, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 76. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 77. This Settlement Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Plaintiff and the Released Parties. Without limiting the generality of the foregoing, each and every covenant and agreement made herein by Plaintiff shall be binding upon all members of the Settlement Class and the Releasing Parties. 78. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 79. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 80. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, term sheets, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 81. This Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 82. The Parties agree that Xxx Declaration, the Exhibits B-E to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 83. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 84. Except as otherwise provided herein, each Party shall bear its own costs. 85. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 86. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 87. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1a) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 88. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely solely: (1a) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.;

MISCELLANEOUS REPRESENTATIONS. 77. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 78. The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other respective legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Settlement Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the SettlementSettlement Agreement. 79. Defendant retains the option to unilaterally void the Settlement if opt outs exceed 15% of the Class. 80. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement ClassClass and other Releasors, and each or any of them, on the one hand, against the Releasees, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 81. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibit A, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 82. Any Paragraph titles and headings used herein are used for the purpose inserted as a matter of convenience only and are for reference, and in no way define, limit, extend, or describe the scope of this Settlement Agreement or any of its provisions. Each term of this Settlement Agreement is contractual and not meant to have legal effectmerely a recital. 83. The waiver by one Party of any breach of this Settlement Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Settlement Agreement. 84. This Settlement Agreement and the Xxx Declaration exhibits its Exhibit A set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties warranties, or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibit A other than the representations, warranties warranties, and covenants contained and memorialized in such documents. 85. This Settlement Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 86. The Parties agree that Xxx Declaration, Exhibits B-E are material and integral parts of the Exhibit A to this Settlement Agreement is material and are an integral part thereof and is fully incorporated herein by this reference. 87. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Settlement Agreement. Except as otherwise provided herein, each Party shall bear its own costs. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 88. The Parties represent represent, covenant, and warrant that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any claims, causes of actions, demands, rights, and liabilities of every nature and description released under this Settlement Agreement. 89. Each Party represents that it has obtained the requisite authority to enter into this Settlement Agreement in a manner that binds all Parties such Party to its terms. 90. The Defendant, while continuing to deny all allegations of wrongdoing and disclaiming all liability with respect to all claims, considers it desirable to resolve the Action on the terms stated herein to avoid further expense, inconvenience and burden, and therefore has determined that this Settlement on the terms set forth herein is in Defendant’s best interests. Neither the Settlement Agreement nor any actions taken to carry out the Settlement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or of the validity of any claim, defense, or of any point of fact or law on the part of any Party. Defendant denies the material allegations of the First Amended Class Action Complaint. Neither the Settlement Agreement, nor the fact of settlement, nor settlement proceedings, nor the settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by Defendant, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by Defendant in any proceeding. 91. Except in accordance with paragraph 92 of this Agreement, this Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, the Parties specifically acknowledge, agree agree, and admit that this Settlement Agreement and its incorporated exhibitsExhibit A, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders orders, or other documents shall be considered a compromise within the meaning of Federal Rules Illinois Rule of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1a) constitute, be construed, be offered, or received into evidence as an admission of any kind, including but not limited to any negligent, reckless, or illegal action or omission or other wrongdoing, the appropriateness of class certification, the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation Action or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 92. The provisions of this Settlement Agreement, and any orders, pleadings pleadings, or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely solely: (1a) to enforce the terms and provisions hereof or thereof, ; (2b) as may be specifically authorized by a court of competent jurisdiction after an adversary adversarial hearing upon application of a Party hereto, ; (3c) in order to establish paymentpayment hereunder, or an affirmative defense of preclusion or bar in a subsequent case, ; (4d) in connection with any motion to enjoin, stay stay, or dismiss any other action, ; or (5e) to obtain Court approval and/or the enforcement of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. 93. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts by facsimile or other electronic means, including DocuSign and/or portable document format (“PDF”), and exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment, and any such signature exchanged shall be deemed an original signature for purposes of this Settlement Agreement. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Settlement Agreement all exchange signed counterparts. 94. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Settlement Agreement shall be governed by and construed in accordance with the laws of the state State of New YorkIllinois. The Court shall retain jurisdiction over the interpretation, implementation, and enforcement of this Settlement Agreement as well as any and all matters arising out of, or related to, the interpretation or implementation of this Settlement Agreement and of the settlement contemplated thereby. Any dispute or controversies arising with respect to the interpretation, enforcement, or implementation of the Settlement Agreement, if they cannot be resolved by the Parties in the first instance, shall be presented by motion to the Court. The Parties agree that the Court shall retain jurisdiction for enforcement of the Settlement Agreement. 95. The Parties may refer to the mediation for purposes of approval of the Settlement. 96. Confirmatory discovery may be conducted only to the extent necessary to confirm the size of the putative Class. 97. This Settlement Agreement is deemed to have been prepared by counsel for the Parties as a result of arms-length negotiations among the Parties.

MISCELLANEOUS REPRESENTATIONS. 74. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 75. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 76. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation Underlying Action was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 77. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 78. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 79. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 80. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 81. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 82. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 83. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 84. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 85. Except as otherwise provided herein, each Party shall bear its own costs. 86. Plaintiff represents represent and warrants warrant that she has they have not assigned any claim or right or interest therein as against the Releasees to any other person or party. 87. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 88. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation Underlying Action or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 89. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 90. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 91. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 92. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, mail or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 93. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. 94. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 95. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 96. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arms-length negotiations among the Parties. Whereas all Parties have contributed substantially and materially to the preparation of this Agreement and its Exhibits, it shall not be construed more strictly against one Party than another. 97. Unless otherwise stated herein, any notice required or provided for under this Agreement shall be in writing and shall be sent by electronic mail or hand delivery, postage prepaid, as follows: If to Class Counsel: Xxxxx Xxxx Fish Xxxxxx Xxxxxxx, P.C. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 xxxxx@xxxxxxxxxxx.xxx If to Defendant’s Counsel: Xxxxxxx Xxxxxx Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 Xxxxxxx.xxxxxx@xxxxx.xxx

MISCELLANEOUS REPRESENTATIONS. 88. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 89. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Xxxxxxxxx’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 90. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the ReleaseesReleased Parties, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 91. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees Released Parties is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all ReleasorsReleasing Parties. 92. The Parties have relied upon the advice and representation of counsel, selected by themthemselves, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the samethis Settlement. 93. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 94. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 95. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 96. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 97. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 98. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 99. Except as otherwise provided herein, each Party shall bear its own costs. 100. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 101. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 102. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents documents, shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence for any purpose, including, without limitation, as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 103. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. The provisions 104. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, shall be inadmissible for any purposes, including, without limitation, as a presumption, inference, or evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, and the Settlement contemplated by it, nor any ordersproceedings taken under it, pleadings will be construed or other documents entered in furtherance of this Settlement Agreement, may be offered or received in into evidence solely (1) to enforce the terms and provisions hereof or thereofas an admission, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party heretoconcession, (3) in order to establish paymentinference, or an affirmative defense of preclusion or bar in a subsequent casepresumption that class certification is appropriate, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (except to the extent permitted by applicable law) necessary to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This consummate this Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns effect of the Parties hereto Final Order and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkJudgment.

MISCELLANEOUS REPRESENTATIONS. 73. The Parties agree that the Settlement Agreement provides fair, equitable equitable, and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 74. The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendants’ Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval Final Approval of the SettlementSettlement Agreement. 75. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement ClassClass and other Releasors, and each or any of them, on the one hand, against the Releasees, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation Action was brought by Plaintiff or defended by DefendantDefendants, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 76. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration its exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 77. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 78. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 79. This Agreement and the Xxx Declaration its exhibits set forth the entire agreement Agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties warranties, or inducements have been made to any Party concerning this Agreement or the Xxx Declaration its exhibits other than the representations, warranties warranties, and covenants contained and memorialized in such documents. 80. This Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 81. The Parties agree that Xxx Declaration, Exhibits B-E A and B to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 82. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 83. Except as otherwise provided herein, each Party shall bear its own costs. 84. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 85. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 86. The Parties specifically acknowledge, agree agree, and admit that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders orders, or other documents shall be considered a compromise within the meaning of Federal Rules Rule of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not not, except in accordance with Paragraph 89 of this Agreement, (1a) constitute, be construed, be offered, or received into evidence as an admission of any kind, including but not limited to any negligent, reckless or illegal action or omission or other wrongdoing, the appropriateness of class certification, the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation Action or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 87. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 88. Except in accordance with Paragraph 89 of this Agreement, this Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession, or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Approval Order. 89. The provisions of this Settlement Agreement, and any orders, pleadings pleadings, or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1a) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3b) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4c) in connection with any motion to enjoin, stay stay, or dismiss dispose of any other action, or (5d) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 90. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment, and any such signature exchanged shall be deemed an original signature for purposes of this Settlement Agreement. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 91. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this AgreementReleased Parties. 92. This Agreement shall be governed by and construed in accordance with the laws of the state State of New YorkIllinois. 93. This Agreement is deemed to have been prepared by Counsel for the Parties as a result of arms-length negotiations among the Parties. Whereas all Parties have contributed substantially and materially to the preparation of this Agreement and its exhibits, it shall not be construed more strictly against one Party than another. 94. Unless otherwise stated herein, any notice required or provided for under this Agreement shall be in writing and shall be sent by electronic mail or hand delivery, postage prepaid, as follows:

MISCELLANEOUS REPRESENTATIONS. 76. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 77. The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Settlement Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval Final Approval of the SettlementSettlement Agreement. 78. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement ClassClass and other Releasors, and each or any of them, on the one hand, against the Releasees, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 79. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration its exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 80. Any Paragraph titles and headings used herein are used for the purpose inserted as a matter of convenience only and are for reference, and in no way define, limit, extend, or describe the scope of this Settlement Agreement or any of its provisions. Each term of this Settlement Agreement is contractual and not meant to have legal effectmerely a recital. 81. The waiver by one Party of any breach of this Settlement Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Settlement Agreement. 82. This Settlement Agreement and the Xxx Declaration its exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties warranties, or inducements have been made to any Party concerning this Agreement or the Xxx Declaration its exhibits other than the representations, warranties warranties, and covenants contained and memorialized in such documents. 83. This Settlement Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 84. The Parties agree that Xxx Declaration, Exhibits B-E the exhibits to this Settlement Agreement are material and integral parts of this Settlement Agreement part thereof and are fully incorporated herein by this reference. 85. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Settlement Agreement. Except as otherwise provided herein, each Party shall bear its own costs. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 86. The Parties represent represent, covenant, and warrant that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any claims, causes of actions, demands, rights, and liabilities of every nature and description released under this Settlement Agreement. 87. Each Party represents that it has obtained the requisite authority to enter into this Settlement Agreement in a manner that binds all Parties such Party to its terms. 88. The Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation. 89. Except in accordance with Paragraph 90 of this Agreement, this Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, the Parties specifically acknowledge, agree agree, and admit that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders orders, or other documents shall be considered a compromise within the meaning of Federal Rules Illinois Rule of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1a) constitute, be construed, be offered, or received into evidence as an admission of any kind, including but not limited to any negligent, reckless or illegal action or omission or other wrongdoing, the appropriateness of class certification, the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation Action or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 90. The provisions of this Settlement Agreement, and any orders, pleadings pleadings, or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1a) to enforce the terms and provisions hereof or thereof, (2b) as may be specifically authorized by a court of competent jurisdiction after an adversary adversarial hearing upon application of a Party hereto, (3c) in order to establish paymentpayment hereunder, or an affirmative defense of preclusion or bar in a subsequent case, (4d) in connection with any motion to enjoin, stay stay, or dismiss any other action, or (5e) to obtain Court approval and/or the enforcement of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. 91. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts by facsimile or other electronic means, including DocuSign and/or portable document format (PDF), and exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment, and any such signature exchanged shall be deemed an original signature for purposes of this Settlement Agreement. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Settlement Agreement all exchange signed counterparts. 92. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Settlement Agreement shall be governed by and construed in accordance with the laws of the state State of New YorkIllinois. The Court shall retain jurisdiction over the interpretation, implementation, and enforcement of this Settlement Agreement as well as any and all matters arising out of, or related to, the interpretation or implementation of this Settlement Agreement and of the settlement contemplated thereby. Any dispute or controversies arising with respect to the interpretation, enforcement, or implementation of the Settlement Agreement, if they cannot be resolved by the Parties in the first instance, shall be presented by motion to the Court. The Parties agree that the Court shall retain jurisdiction for enforcement of the Settlement Agreement. 93. This Settlement Agreement is deemed to have been prepared by Counsel for the Parties as a result of arms-length negotiations among the Parties. Whereas all Parties have contributed substantially and materially to the preparation of this Settlement Agreement and its exhibits, it shall not be construed more strictly against one Party than another. 94. Unless otherwise specifically provided, all notices, demands or other communications in connection with this Settlement Agreement shall be in writing and shall be sent by electronic mail or hand delivery, postage prepaid, as follows: To Class Counsel:

MISCELLANEOUS REPRESENTATIONS. 73. The Parties agree that the Settlement Agreement provides fair, equitable equitable, and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 74. The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the SettlementSettlement Agreement. 75. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 76. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 77. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 78. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 79. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties warranties, or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties warranties, and covenants contained and memorialized in such documents. 80. This Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 81. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 82. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 83. Except as otherwise provided herein, each Party shall bear its own costs. 84. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 85. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 86. The Parties specifically acknowledge, agree agree, and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders orders, or other documents shall be considered a compromise within the meaning of Federal Rules Illinois Rule of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not not, except in accordance with Paragraph 90 of this Agreement, (1a) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 87. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 88. Except in accordance with Paragraph 90 of this Agreement, this Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession, or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 89. The provisions of this Settlement Agreement, and any orders, pleadings pleadings, or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1a) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.,

MISCELLANEOUS REPRESENTATIONS. 74. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 75. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 76. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, and against and among the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation Underlying Action was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 77. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 78. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 79. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 80. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 81. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 82. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 83. The Parties agree that Xxx Declaration, Exhibits B-E A through C to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 84. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 85. Except as otherwise provided herein, each Party shall bear its own costs. 86. Plaintiff represents and warrants warrant that she he has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 87. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 88. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not not: (1i) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation Underlying Action or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, ; or (2ii) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 89. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 90. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 91. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely solely: (1i) to enforce the terms and provisions hereof or thereof, ; (2ii) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, ; (3iii) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, ; (4iv) in connection with any motion to enjoin, stay or dismiss any other action, ; or (5v) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 92. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, mail or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 93. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. 94. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 95. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 96. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arms-length negotiations among the Parties.

MISCELLANEOUS REPRESENTATIONS. 73. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given compensating, Settlement Class Member related to Members for the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 74. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 75. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 76. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. 77. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 78. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 79. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 80. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 81. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. 82. The Parties agree that Xxx Declaration, Exhibits B-E A through D to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 83. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 84. Except as otherwise provided herein, each Party shall bear its own costs. 85. Plaintiff represents and warrants that she he has not assigned any claim or right or interest therein as against the Releasees to any other person or party. 86. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 87. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 88. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 89. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 90. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.or

MISCELLANEOUS REPRESENTATIONS. 77. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 78. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 79. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff Plaintiff, or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 80. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an The Released Parties are intended third-party beneficiary beneficiaries of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her her, its, or its their favor against all ReleasorsReleasing Parties. 81. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 82. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 83. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 84. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 85. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interestinterest and approved by the Court. 86. The Parties agree that Xxx Declaration, Exhibits B-E 1 through 2 to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 87. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 88. Except as otherwise provided herein, each Party shall bear its own costs. 89. Plaintiff represents and warrants that she he has not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 90. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 91. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 92. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 93. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Approval Order. 94. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or and/or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 95. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 96. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the ReleaseesReleased Parties. 97. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 98. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 99. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arms-length negotiations among the Parties.

MISCELLANEOUS REPRESENTATIONS. 76. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 77. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 78. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff Plaintiff, or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 79. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an The Released Parties are intended third-party beneficiary beneficiaries of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her her, its, or its their favor against all ReleasorsReleasing Parties. 80. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. 81. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 82. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. 83. This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. 84. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interestinterest and approved by the Court. 85. The Parties agree that Xxx Declaration, Exhibits B-E A through B to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. 86. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. 87. Except as otherwise provided herein, each Party shall bear its own costs. 88. Plaintiff represents and warrants that she he has not assigned any claim or right or interest therein as against the Releasees Released Parties to any other person or party. 89. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. 90. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Illinois Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. 91. The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 92. This Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto, shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the Settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Approval Order. 93. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or and/or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. 94. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. 95. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the ReleaseesReleased Parties. 96. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. 97. This Agreement shall be governed by and construed in accordance with the laws of the state of New YorkIllinois. 98. This Agreement is deemed to have been prepared by counsel for all Parties as a result of arms-length negotiations among the Parties.

MISCELLANEOUS REPRESENTATIONS. 14.1 The Parties agree that the Settlement Agreement provides fair, equitable equitable, and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 14.2 The Parties (ia) acknowledge that it is their intent to consummate this Settlement Agreement, and (iib) agree, subject to their fiduciary and other legal obligations, to cooperate in good faith to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Xxxxxxxxx’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. Settlement Agreement. 14.3 The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the Releasees, and each or any of the Releasees, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation Action was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, Releasees, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all Releasors. . 14.4 The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibit, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the same. . 14.5 Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. . 14.6 The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. . 14.7 This Agreement and the Xxx Declaration exhibits its Exhibits set forth the entire agreement Agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties warranties, or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits its Exhibit other than the representations, warranties warranties, and covenants contained and memorialized in such documents. . 14.8 This Agreement may not be amended, modified, altered, or otherwise changed in any material manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. . 14.9 The Parties agree that Xxx Declaration, Exhibits B-E Exhibit A to this Settlement Agreement are material and integral parts of this Settlement Agreement thereof and are fully incorporated herein by this reference. . 14.10 The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. . 14.11 Except as otherwise provided herein, each Party shall bear its own costs. . 14.12 Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. . 14.13 The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. . 14.14 The Parties specifically acknowledge, agree agree, and admit that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders orders, or other documents shall be considered a compromise within the meaning of Federal Rules Illinois Rule of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not not, except in accordance with Paragraph 14.17 of this Agreement, (1a) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2b) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. . 14.15 The Parties also agree that this Settlement Agreement and its incorporated exhibitsExhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement Agreement, are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. 14.16 Except in accordance with Paragraph 88 of this Agreement, this Settlement Agreement, whether approved or not approved, revoked, or made ineffective for any reason, and any proceedings related to this Settlement Agreement and any discussions relating thereto shall be inadmissible as evidence of any liability or wrongdoing whatsoever and shall not be offered as evidence of any liability or wrongdoing in any court or other tribunal in any state, territory, or jurisdiction, or in any manner whatsoever. Further, neither this Settlement Agreement, the settlement contemplated by it, nor any proceedings taken under it, will be construed or offered or received into evidence as an admission, concession, or presumption that class certification is appropriate, except to the extent necessary to consummate this Agreement and the binding effect of the Final Order and Judgment. 14.17 The provisions of this Settlement Agreement, and any orders, pleadings pleadings, or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1a) to enforce the terms and provisions hereof or thereof, (2b) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3c) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4d) in connection with any motion to enjoin, stay stay, or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.or

MISCELLANEOUS REPRESENTATIONS. 94. The Parties agree that the Settlement Agreement provides fair, equitable and just compensation, and a fair, equitable, and just process for determining eligibility for compensation for any given Settlement Class Member related to the Released Claims. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 95. The Parties (i) acknowledge that it is their intent to consummate this Settlement Agreement, and (ii) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant s Defendant’s Counsel agree to cooperate with each other in seeking Court approval of the Preliminary Approval Order, the Settlement Agreement, and the Final Approval Order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement. 96. The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class, and each or any of them, on the one hand, against the ReleaseesReleased Parties, and each or any of the ReleaseesReleased Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Litigation was brought by Plaintiff or defended by Defendant, or each or any of them, in bad faith or without a reasonable basis. 97. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the Parties, ReleaseesReleased Parties, and Settlement Class Members any right or remedy under or by reason of this Agreement. Each of the Releasees Released Parties is an intended third-party beneficiary of this Agreement with respect to the Released Claims and shall have the right and power to enforce the release of the Released Claims in his, her or its favor against all ReleasorsReleasing Parties. 98. The Parties have relied upon the advice and representation of counsel, selected by them, concerning their respective legal liability for the claims hereby released. The Parties have read and understand fully this Settlement Agreement, including the Xxx Declaration exhibitsits Exhibits, and have been fully advised as to the legal effect thereof by counsel of their own selection and intend to be legally bound by the samethis Settlement. 99. Any headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 100. The waiver by one Party of any breach of this Agreement by any other Party shall not be deemed as a waiver of any prior or subsequent breach of this Agreement. This Agreement and the Xxx Declaration exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, and supersede all prior negotiations, agreements, arrangements and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Agreement or the Xxx Declaration exhibits other than the representations, warranties and covenants contained and memorialized in such documents. This Agreement may not be amended, modified, altered, or otherwise changed in any manner except by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest. The Parties agree that Xxx Declaration, Exhibits B-E are material and integral parts of this Settlement Agreement and are fully incorporated herein by this reference. The Parties may agree, subject to the approval of the Court where required, to reasonable extensions of time to carry out the provisions of the Agreement. Except as otherwise provided herein, each Party shall bear its own costs. Plaintiff represents and warrants that she has not assigned any claim or right or interest therein as against the Releasees to any other person or party. The Parties represent that they have obtained the requisite authority to enter this Settlement Agreement in a manner that binds all Parties to its terms. The Parties specifically acknowledge, agree and admit that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents shall be considered a compromise within the meaning of Federal Rules of Evidence Rule 408, and any other equivalent or similar rule of evidence, and shall not (1) constitute, be construed, be offered, or received into evidence as an admission of the validity of any claim or defense, or the truth of any fact alleged or other allegation in the Litigation or in any other pending or subsequently filed action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any Party, or (2) be used to establish a waiver of any defense or right, or to establish or contest jurisdiction or venue. The Parties also agree that this Settlement Agreement and its incorporated exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, correspondence, orders or other documents entered in furtherance of this Settlement Agreement, and any acts in the performance of this Settlement Agreement are not intended to establish grounds for certification of any class involving any Settlement Class Member other than for certification of the Settlement Class for settlement purposes. The provisions of this Settlement Agreement, and any orders, pleadings or other documents entered in furtherance of this Settlement Agreement, may be offered or received in evidence solely (1) to enforce the terms and provisions hereof or thereof, (2) as may be specifically authorized by a court of competent jurisdiction after an adversary hearing upon application of a Party hereto, (3) in order to establish payment, or an affirmative defense of preclusion or bar in a subsequent case, (4) in connection with any motion to enjoin, stay or dismiss any other action, or (5) to obtain Court approval of the Settlement Agreement. Except as provided herein, there shall be no comments made to the press or any third party, or any other disclosure by or through the Parties or their attorneys or agents, comprising opinions as to the Litigation. Plaintiff and Class Counsel shall not make any public statement, including any statement to the press or on , regarding the Settlement aside eached a Similarly, Defendant and Defendant s Counsel shall not make any public statement, including any statement to the press, regarding the Settlement. This Section shall not be construed to limit or impede the notice requirements contained in the Agreement, nor shall this Section be construed to prevent Class Counsel or Defendant from notifying or explaining to potential Settlement Class Members or others that this case has settled and how to obtain settlement benefits, nor shall this Section limit the representations that the Parties or their attorneys may make to the Court to assist in its evaluation of the proposed Settlement. If a Party is required by a valid, enforceable subpoena or government information request to disclose information about the settlement, such Party shall provide reasonable prior notice (to the extent permitted by applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. A Party may also provide necessary and accurate information about the Settlement to its shareholders and other persons or entities as required by securities laws or other applicable laws or regulations. This Agreement may be executed in one or more counterparts exchanged by hand, messenger, facsimile, or PDF as an electronic mail attachment. All executed counterparts and each of them shall be deemed to be one and the same instrument, provided that counsel for the Parties to this Agreement all exchange signed counterparts. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto and the Releasees. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement, and the Parties hereby submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.