Common use of Motion for Final Approval and Entry of Final Judgment Clause in Contracts

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement Agreement; b. Determining that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty-five (35) calendar days before the date set by the Court grants Preliminary Approvalto hold a fairness hearing to consider whether this Settlement should be finally approved, then DPPsClass Representatives shall submit, through Co-Lead Class Counsel – in accordance consultation with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court Defendants, a separate motion Motion for Final Approval of the Settlement. Defendants shall not object to a Motion for Final Approval of the Settlement by the Court seeking the following: a. Fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for as to the Certified Class Settlement Classes within the meaning of Rule 23 23(e) of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation according to its terms and consummation of the Settlement Agreementconditions; b. Determining Finding that the Class Notice constituted notice given to the Settlement Classes constitutes the best notice practicable under the circumstances of this Settlement Agreement and complies in all respects with the Fairness Hearingdue, and constituted due adequate, and sufficient notice for all other purposes to all Persons entitled to receive noticerequirements of Federal Rule of Civil Procedure 23, and meets the requirements of due process; c. Dismissing Directing that the Actions Action and all claims therein be dismissed with prejudice and, except as to Seaboard provided for in all class action complaints asserted by DPPs or the Certified Classthis Settlement Agreement, without costs; d. Discharging and releasing Seaboard Released Parties the Releasees from all the Released Claims; e. Requiring Co-Lead Permanently barring and enjoining the institution and prosecution, by any Settlement Class Counsel to file with Member, of any other action against the Court a list of potential Certified Class members that timely excluded themselves from Releasees based on the Certified ClassReleased Claims; f. Reserving continuing and exclusive jurisdiction over the settlement and this Settlement Agreement Agreement, including all future proceedings concerning the administration, interpretation, consummation, and enforcement of this settlement, to the United States District Court for all purposes; andthe Western District of Tennessee; g. Determining Finding under Fed. R. Civ. P. Rule 54(b) of the Federal Rules of Civil Procedure that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Defendants shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps ; and h. Requiring Class Counsel to obtain Final Approval file with the Clerk of the Court under seal a record with the names and addresses of individuals who timely opt out of the Settlement AgreementClasses and to provide a copy of the record to Defendants’ Counsel. No later than five (5) business days after the Court fully and finally approves this Settlement Agreement and its terms, Plaintiffs shall seek entry of Final Judgment of the Action.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval of this Agreement, then DPPsClass Plaintiffs, through Co-Lead Class Counsel – Plaintiffs’ Counsel, shall, in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Order, submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, performance and consummation of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that Dismissing the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeAction with prejudice; c. Dismissing all claims against the Actions non-existing corporate entity “Inmate Telephone Service” with prejudice prejudice. d. Ordering the Class Plaintiffs and Class Members to discharge the Released Parties of and from all further liability to Plaintiffs and Class Members with respect to the Released Claims (but not as to Seaboard in all class action complaints asserted by DPPs any obligations created or the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released Claimsowed pursuant to this Agreement); e. Requiring Co-Lead Permanently barring and enjoining Class Counsel to file with Plaintiffs and Class Members from bringing, filing, commencing, prosecuting (or further prosecuting), or intervening in, any other lawsuit, arbitration, or administrative, regulatory or other proceeding or cause of action in law or equity that asserts the Court a list Released Claims or receiving any settlement consideration in any other lawsuit, arbitration, or administrative, regulatory or other proceeding or cause of potential Certified Class members that timely excluded themselves from action in law or equity based on the Certified Class;Released Claims f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the Released Parties shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement AgreementSettlement.

Motion for Final Approval and Entry of Final Judgment. If (A) After Class Notice is issued, and prior to the Court grants Preliminary ApprovalFairness Hearing, then DPPs, through Interim Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court file a separate motion for entry of a Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order Order and Final Judgment: a. Finally approving (i) finally certifying solely for settlement purposes the Settlement Agreement Class as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement Agreementdefined in Section 1(E) herein; b. Determining (ii) finding that the Class Notice constituted the best notice practicable under the circumstances and complied in all respects with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process; (iii) finally approving this Settlement Agreement and its terms as being a fair, reasonable and adequate settlement of the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeSettlement Class’ claims under Rule 23 of the Federal Rules of Civil Procedure; c. Dismissing (iv) directing that, as to the Actions DB Released Parties, the Action be dismissed with prejudice and without costs as against the Settling Class Members; (v) discharging and releasing the DB Released Claims as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassDB Released Parties; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel (vi) determining pursuant to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final Final and appealable appealable; (vii) reserving the Court’s continuing and entered forthwithexclusive jurisdiction over the Settlement and this Agreement, including the administration and consummation of this Agreement; and (viii) containing such other and further provisions consistent with the terms of this Agreement to which Deutsche Bank and Representative Plaintiffs expressly consent in writing. (B) Prior to the Fairness Hearing, as provided in Section 5, Interim Co-Lead Counsel will timely request by separate motion that the Court approve its Fee and Expense Application. The Parties shall take all reasonable steps to obtain Final Approval Fee and Expense Application and the Distribution Plan (as defined in Section 1(N)) are matters separate and apart from the Settlement between the Parties. If the Fee and Expense Application or the Distribution Plan are not approved, in whole or in part, it will have no effect on the finality of the Settlement Agreementjudgment.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty-five (35) calendar days prior to the date set by the Court grants Preliminary Approvalto hold a fairness hearing to consider whether this Settlement should be finally approved, then DPPsPlaintiffs shall submit, through Co-Lead Class Counsel – in accordance consultation with Settling Defendants, and the schedule set forth in the Court’s Preliminary Approval – Settling Defendants shall submit to the Court not object to, a separate motion Motion for Final Approval of the Settlement by the Court, seeking the following: a. Fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for as to the Certified Settlement Class within the meaning of Rule 23 23(e) of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation according to its terms and consummation of the Settlement Agreementconditions; b. Determining Finding that the notice given to the Settlement Class Notice constituted constitutes the best notice practicable under the circumstances of this Settlement Agreement and complies in all respects with the Fairness Hearingdue, and constituted due adequate, and sufficient notice for all other purposes to all Persons entitled to receive noticerequirements of Federal Rule of Civil Procedure 23, and meets the requirements of due process; c. Dismissing Directing that, as to the Actions Settling Defendants, the Action and all claims therein be dismissed with prejudice and, except as to Seaboard provided for in all class action complaints asserted by DPPs or the Certified Classthis Settlement Agreement, without costs; d. Discharging and releasing Seaboard Released Parties the Releasees from all the Released Claims; e. Requiring Co-Lead Permanently barring and enjoining the institution and prosecution, by any Settlement Class Counsel to file with Member, of any other action against the Court a list of potential Certified Class members that timely excluded themselves from Releasees based on the Certified ClassReleased Claims; f. Reserving continuing and exclusive jurisdiction over the settlement and this Settlement Agreement Agreement, including all future proceedings concerning the administration, interpretation, consummation, and enforcement of this settlement, to the United States District Court for all purposes; andthe Southern District of Ohio; g. Determining Finding under Fed. R. Civ. P. Rule 54(b) of the Federal Rules of Civil Procedure that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the Settling Defendants shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps ; and h. Requiring Plaintiffs’ Counsel to obtain Final Approval file with the Clerk of the Court under seal a record with the names and addresses of individuals who timely opt out of the Settlement AgreementClass and to provide a copy of the record to Settling Defendants’ Counsel. No later than five (5) business days after the Court fully and finally approves this Settlement Agreement and its terms, Plaintiffs shall seek entry of Final Judgment as to the Settling Defendants.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves this Settlement Agreement, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Plaintiffs shall submit to – and Defendants shall support – a motion for final approval by the Court a separate motion for Final Approval of this Settlement Agreement by (“Final Approval Motion”) after notice has been disseminated to the Class pursuant to the Preliminary Approval Order. The Final Approval Motion shall be submitted to the Court within twenty-one (21) days after the Court. A reasonable time in advance -ordered deadline by which members of submission the Class may exclude themselves from the Class or object to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class CounselSettlement, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and final judgment (“Final Judgment:Approval Order”): a. Finally approving the (a) finding this Settlement Agreement as being and its terms to be a fair, reasonable, reasonable and adequate settlement for as to Plaintiffs and the Certified Direct Purchaser Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing its consummation pursuant to its terms; (b) finding that all Class Members shall be bound by this Agreement, including the implementation, performance, release provisions and consummation of the Settlement covenant not to xxx set forth in this Agreement; b. Determining (c) finding that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearinggiven constitutes due, and constituted due adequate and sufficient notice for all other purposes to all Persons entitled to receive noticeand meets the requirements of due process and the Federal Rules of Civil Procedure; c. Dismissing (d) incorporating the Actions release set forth in Paragraphs 11 and 12 of this Agreement, and forever barring the Releasors from asserting any claims or liabilities related to the Action or any Released Claims against any of the Releasees as defined below; (e) providing for the payment of reasonable attorneys’ fees and reimbursement of expenses from the Settlement Fund as described herein, based upon a motion seeking such fees filed sufficiently in advance of the Court-ordered deadline before which members of the Class may exclude themselves from the Class or object to the Settlement; (f) providing for service awards from the Settlement Fund in the amount of $50,000 each to Meijer, RDC, and ASC (the “Named Plaintiffs”) in addition to whatever monies each may receive from the Settlement Fund pursuant to a Court-approved Plan of Allocation; (g) directing that the Direct Purchaser Class Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassDefendants and, except as provided for herein, without costs; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list (h) determining that under Federal Rule of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under Fed. R. Civ. P. Civil Procedure 54(b) that there is no just reason for delay and directing that the judgment of dismissal with prejudice as to Seaboard Defendants shall be final final; (i) retaining exclusive jurisdiction over the Settlement and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement, including the administration and consummation of the Settlement; and (j) directing that, for a period of five years, the Clerk of the Court shall maintain the record of those members of the Class who have timely excluded themselves from the Direct Purchaser Class (“Opt-Outs”) and that a certified copy of such records shall be provided to Defendants.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and certifies the Settlement Class, then DPPs, through Interim Co-Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard JBS for its their review. To the extent that Seaboard JBS objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Federal Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the this Settlement Agreement; b. Determining that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard JBS in all class action complaints asserted by DPPs or the Certified Settlement Class; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. f. Determining under Fed. R. Civ. P. Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard JBS shall be final and appealable and entered forthwith. The Parties shall act in good faith to support and take all reasonable steps necessary to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvaland the Settlement Class shall submit, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s and Settling Defendant shall assent to and assist as Preliminary Approval – shall submit to the Court a separate motion for Order. The Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and Final Judgmentfinal ttling Defendant shall have the opportunity to review and approve before it is submitted to the Court: a. Finally approving the Finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Settling Plaintiffs and the Certified Settlement Class within the meaning of Rule Fed. R. Civ. P. 23 and directing its consummation pursuant to its terms; b. Finding that Notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation ; c. Finding that all members of the Settlement Class who have not executed timely and valid or otherwise Court-approved requests for exclusion shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining that d. Incorporating the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement releases set forth in Paragraphs 12 and the Fairness Hearing13, below, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing forever barring the Actions with prejudice Releasors (as to Seaboard defined in all class action complaints asserted by DPPs or Paragraph 12) from asserting any Released Claims (as defined in Paragraph 12) against any of the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released ClaimsReleasees as defined below; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and Retaining exclusive jurisdiction over the Settlement Agreement and this Settlement Agreement, including the administration and consummation of this Settlement; f. Directing that all claims by and on behalf of the Settling Plaintiffs and the Settlement Class be dismissed with prejudice as to Releasees only and, except as provided for all purposes; herein, with prejudice and without and g. Determining under pursuant to Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal Final Approval Order in the Action as to Seaboard Releasees shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementimmediately appealable.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty- five (35) days prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved, then DPPsPlaintiffs shall submit, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – and Hitachi Chemical shall submit to the Court not object to, a separate motion Motion for Final Approval of the Settlement by the Court, seeking the following: a. Certifying the Settlement Class, pursuant to Federal Rule of Civil Procedure 23, solely for purposes of settlement; b. Fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for as to the Certified Settlement Class Members within the meaning of Rule 23 23(e) of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation according to its terms and consummation of the Settlement Agreementconditions; b. Determining c. Finding that the notice given to Settlement Class Notice constituted Members constitutes the best notice practicable under the circumstances of this Settlement Agreement and complies in all due respects with the Fairness Hearingdue, and constituted due adequate and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing requirements of Federal Rule of Civil Procedure 23, and meets the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Classrequirements of due process; d. Directing that, as to Hitachi Chemical, the Action be dismissed with prejudice and, except as provided for in this Settlement Agreement, without costs; e. Discharging and releasing Seaboard Released Parties the Releasees from all the Released Claims; e. Requiring Co-Lead f. Permanently barring and enjoining the institution and prosecution, by Direct Purchaser Plaintiffs and Settlement Class Counsel to file with Members, of any other action against the Court a list of potential Certified Class members that timely excluded themselves from Releasees based on the Certified ClassReleased Claims; f. g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for and this Settlement Agreement, including all purposesfuture proceedings concerning the administration, interpretation, consummation, and enforcement of this settlement, to the District Court; and g. Determining h. Finding under Fed. R. Civ. P. Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Hitachi Chemical shall be final and appealable and entered forthwith. The Parties In conjunction with or promptly after the Court fully and finally approves this Settlement Agreement and its terms, Plaintiffs shall take all reasonable steps seek entry of Final Judgment as to obtain Final Approval of the Settlement AgreementHitachi Chemical.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and preliminarily certifies the Settlement Class, then DPPs, through Interim Co-Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard Xxxxxxxx for its review. To the extent that Seaboard Xxxxxxxx objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Federal Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Action with prejudice as to Seaboard Xxxxxxxx in all class action complaints asserted by DPPs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard Xxxxxxxx Released Parties from all Released Claims; e. Requiring Co-Lead Enjoining DPPs and members of the Settlement Class Counsel to file with from suing any of the Court a list Xxxxxxxx Released Parties for any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Confirming that Xxxxxxxx has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. §§ 1711, et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Xxxxxxxx shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps actions as may be necessary to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If (A) After Class Notice is issued, and at least thirty-five (35) calendar days prior to the Court grants Preliminary ApprovalFairness Hearing, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit make a motion to the Court a separate motion for the final approval of the Settlement and seeking entry of the Final Approval Order and Judgment on substantially the following terms: (i) finally certifying, solely for settlement purposes, the Settlement Class as defined in Section 2 herein; (ii) finding that the Class Notice constituted the best notice practicable under the circumstances and complied in all respects with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process; (iii) fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for of the Certified Class within the meaning of Settlement Class’s claims under Rule 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreementconditions; b. Determining (iv) directing that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement Action be dismissed in its entirety and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or Settling Defendants and the Certified ClassReleasees, without costs; d. Discharging (v) discharging and releasing Seaboard the Released Parties from all Claims as to the Releasees; (vi) permanently barring and enjoining the institution and prosecution by Exchange-Based Plaintiffs, Releasors, and any Settlement Class Member of any lawsuit, arbitration, or other proceeding against the Releasees in any jurisdiction asserting any of the Released Claims; e. Requiring Co-Lead Class Counsel to file with (vii) barring claims by any Person against the Court Releasees for contribution, indemnification, or similar claims (however denominated) for all or a list portion of potential Certified Class members that timely excluded themselves from any amounts paid or awarded in the Certified ClassAction by way of settlement, judgment, or otherwise; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under Fed. R. Civ. P. (viii) determining pursuant to Federal Rule 54(b) that there is no just reason for delay and directing that entry of a final Judgment dismissing with prejudice all claims in the judgment of dismissal Action as to Seaboard shall be final Settling Defendants; (ix) reserving the Court’s continuing and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of exclusive jurisdiction over the Settlement Agreement, including all future proceedings concerning the administration, consummation, and enforcement of this Agreement; and (x) containing such other and further provisions consistent with the terms of this Agreement to which Settling Defendants and Exchange-Based Plaintiffs expressly consent in writing. (B) At least thirty-five (35) calendar days prior to the Fairness Hearing, as provided in Section 4(D), Exchange-Based Plaintiffs’ Counsel will timely request by separate motion that the Court approve its Fee and Expense Application. The Fee and Expense Application (as defined in Section 1(Q)) and the Distribution Plan (as defined in Section 1(J)) are matters separate and apart from the Settlement Agreement between the Parties. If the Fee and Expense Application, any application for service awards to any Exchange-Based Plaintiff, or the Distribution Plan are not approved, in whole or in part, such disapproval will have no effect on the finality of the Judgment.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, preliminarily certifies the Settlement Class, and approves the form and manner of Settlement Class Notice, then DPPsPlaintiffs, through Interim Co-Lead Class Counsel – shall, in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval, submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard Xxxx for its review. To the extent that Seaboard Xxxx objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties Parties shall meet and confer to resolve any such objectionobjection in good faith. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeAgreement; c. Dismissing the Actions Action with prejudice as to Seaboard Xxxx in all class action complaints asserted by DPPs Plaintiffs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard Xxxx Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with Enjoining the Court a list Releasing Parties from asserting, directly or indirectly, any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims against any of the Xxxx Released Parties in any forum; f. Confirming that Xxxx has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. § 1711 et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Xxxx shall be final and appealable and entered forthwith. The Parties shall take use all reasonable steps best efforts to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard Hormel Foods for its review. To the extent that Seaboard Hormel Foods objects to any aspect of the motion, it shall communicate such objection to Co- Co-Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement Agreement; b. Determining that the Class Settlement Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Action with prejudice as to Seaboard Hormel Foods in all class action complaints asserted by DPPs or the Certified Class; d. Discharging and releasing Seaboard Hormel Foods Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. f. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Hormel Foods shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If Prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval final approval of this the Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval The Settling Parties shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall jointly seek entry of an order the Final Approval Order and Final Judgment: a. Finally (a) certifying the Settlement Class, as defined in this Settlement Agreement, pursuant to Federal Rule of Civil Procedure 23, solely for purposes of this Settlement; (b) fully and finally approving the Settlement contemplated by this Settlement Agreement and its terms as being a fair, reasonable, reasonable and adequate settlement for the Certified Class within the meaning of Federal Rule 23 of the Federal Rules of Civil Procedure, Procedure 23 and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreement;conditions. b. Determining (c) finding that the notice given to the Class Notice Members constituted the best notice practicable under the circumstances and complies in all respects with the requirements of this Settlement Agreement Federal Rule of Civil Procedure 23 and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeprocess; c. Dismissing (d) directing that the Actions Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassShinyei and, except as provided for herein, without costs; d. Discharging (e) discharging and releasing Seaboard Released Parties the Releasees from all Released Claims; e. Requiring Co-Lead (f) permanently barring and enjoining the institution and prosecution, by Indirect Purchaser Plaintiffs and Class Counsel Members, of any other action against the Releasees in any court asserting any claims related in any way to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Reserving (g) reserving continuing and exclusive jurisdiction over the Settlement, including all future proceedings concerning the administration, consummation and enforcement of this Settlement Agreement for all purposesAgreement; andLAW OFFICES COTCHETT, XXXXX & g. Determining under Fed. R. Civ. P. (h) determining pursuant to Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the entry of a final judgment of dismissal as to Seaboard shall be final Xxxxxxx; and (i) containing such other and appealable and entered forthwith. The Parties shall take all reasonable steps further provisions consistent with the terms of this Settlement Agreement to obtain Final Approval of which the Settlement Agreementparties expressly consent in writing.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, then DPPs, through Co-Lead Class Counsel – in accordance with preliminarily approves this Settlement (the schedule set forth in the Court’s “Preliminary Approval – Order”), Settling Plaintiffs and the Settlement Class shall submit submit, and Settling Defendants shall assent to the Court and assist as necessary, a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission Court (the “Final Approval Motion”), after Notice has been disseminated to the Court, Settlement Class pursuant to the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final JudgmentApproval Order”), which Settling Defendants shall have the opportunity to review and approve before it is submitted to the Court: a. Finally approving the Finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Settling Plaintiffs and the Certified Settlement Class within the meaning of Rule Fed. R. Civ. P. 23 and directing its consummation pursuant to its terms; b. Finding that Notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation ; c. Finding that all members of the Settlement Class who have not executed timely and valid or otherwise Court-approved requests for exclusion shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining that d. Incorporating the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement releases set forth in Paragraphs 12 and the Fairness Hearing13, below, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing forever barring the Actions with prejudice Releasors (as to Seaboard defined in all class action complaints asserted by DPPs or Paragraph 12) from asserting any Released Claims (as defined in Paragraph 12) against any of the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released ClaimsReleasees as defined below; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and Retaining exclusive jurisdiction over the Settlement Agreement and this Settlement Agreement, including the administration and consummation of this Settlement; f. Directing that all claims by and on behalf of the Settling Plaintiffs and the Settlement Class be dismissed with prejudice as to Releasees only and, except as provided for all purposesherein, with prejudice and without costs or attorney’s fees recoverable under 15 U.S.C. § 15(a); and g. Determining under pursuant to Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal Final Approval Order in the Action as to Seaboard Releasees shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementimmediately appealable.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, preliminarily certifies the Settlement Class, and approves the form and manner of Settlement Class Notice, then DPPsPlaintiffs, through Interim Co-Lead Class Counsel – shall, in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval, submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard Xxxxxxxxx for its review. To the extent that Seaboard Xxxxxxxxx objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties Parties shall meet and confer to resolve any such objectionobjection in good faith. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeAgreement; c. Dismissing the Actions Action with prejudice as to Seaboard Xxxxxxxxx in all class action complaints asserted by DPPs Plaintiffs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard Xxxxxxxxx Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with Enjoining the Court a list Releasing Parties from asserting, directly or indirectly, any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims against any of the Xxxxxxxxx Released Parties in any forum; f. Confirming that Xxxxxxxxx has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. § 1711 et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Xxxxxxxxx shall be final and appealable and entered forthwith. The Parties shall take use all reasonable steps best efforts to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalcertifies the Indirect Purchaser Class for purposes of settlement and preliminarily approves the Settlement, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Plaintiffs shall submit to the Court a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission , after appropriate notice to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class CounselIndirect Purchaser Class, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order a Final Judgment and Order substantially in the form attached hereto as Exhibit C, with any additional findings of fact and conclusions of law (the “Final Order and Judgment”), at a final-approval hearing that the Indirect Purchaser Class shall seek to have set for no sooner than the latter of (i) 60 days after the opt out deadline, and (ii) 15 days after the Court resolves any disputes regarding the amount of the total Draw Down: a. Finally approving the finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Plaintiffs and the Certified members of the Indirect Purchaser Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, and its consummation of the Settlement Agreementpursuant to its terms; b. Determining that providing for payment of reasonable attorneys’ fees and reimbursement of the Class Notice constituted costs and expenses from the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeFund (as defined below); c. Dismissing providing for payment solely from the Actions Settlement Fund of incentive awards to the named Plaintiffs in addition to whatever monies they will receive from the Settlement Fund pursuant to a Court-approved plan of allocation; d. directing that the Indirect Purchaser Class Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs Defendants and, except as provided for herein, without attorneys’ fees or the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released Claimscosts recoverable under 15 U.S.C. §15(a) or similar state statutes; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and reserving exclusive jurisdiction over the Settlement Agreement for all purposesand this Settlement Agreement, including the provisions of paragraph 5, the administration and consummation of this Settlement, the award of attorneys’ fees and reimbursement of costs and expenses, and the payment of incentive awards to each of the named Plaintiffs, if allowed by the Court; and g. Determining under f. directing that the judgment of dismissal of all Indirect Purchaser Class claims against Defendants shall be final and appealable pursuant to Fed. R. Civ. P. 54(b) that ), there is being no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementdelay.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and preliminarily certifies the Settlement Class, then DPPsCIIPPs, through Putative Interim Co-Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Putative Interim Co- Lead Class Counsel to Seaboard Tyson for its review. To the extent that Seaboard Tyson objects to any aspect of the motion, it shall communicate such objection to Co- Putative Interim Co-Lead Class Counsel, Counsel and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Action with prejudice as to Seaboard Tyson in all class action complaints asserted by DPPs CIIPPs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard the Tyson Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with Enjoining CIIPPs from suing any of the Court a list Tyson Released Parties for any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Filing a declaration prepared by counsel for Tyson confirming that Tyson has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. §1711 et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Tyson shall be final and appealable and entered forthwith. The Parties shall take use all reasonable steps best efforts to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty- five (35) calendar days before the date set by the Court grants Preliminary Approvalto hold a fairness hearing to consider whether this Settlement should be finally approved, then DPPsPlaintiffs shall submit, through Co-Lead Class Counsel – in accordance consultation with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court Defendants, a separate motion Motion for Final Approval of the Settlement. Defendants shall not object to a Motion for Final Approval of the Settlement by the Court seeking the following: a. Fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for as to the Certified Settlement Class within the meaning of Rule 23 23(e) of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation according to its terms and consummation of the Settlement Agreementconditions; b. Determining Finding that the notice given to the Settlement Class Notice constituted constitutes the best notice practicable under the circumstances of this Settlement Agreement and complies in all respects with the Fairness Hearingdue, and constituted due adequate, and sufficient notice for all other purposes to all Persons entitled to receive noticerequirements of Federal Rule of Civil Procedure 23, and meets the requirements of due process; c. Dismissing Directing that, as to Defendants, the Actions Action and all claims therein be dismissed with prejudice and, except as to Seaboard provided for in all class action complaints asserted by DPPs or the Certified Classthis Settlement Agreement, without costs; d. Discharging and releasing Seaboard Released Parties the Releasees from all the Released Claims; e. Requiring Co-Lead Permanently barring and enjoining the institution and prosecution, by any Settlement Class Counsel to file with Member, of any other action against the Court a list of potential Certified Class members that timely excluded themselves from Releasees based on the Certified ClassReleased Claims; f. Reserving continuing and exclusive jurisdiction over the settlement and this Settlement Agreement Agreement, including all future proceedings concerning the administration, interpretation, consummation, and enforcement of this settlement, to the United States District Court for all purposes; andDistrict of New Jersey; g. Determining Finding under Fed. R. Civ. P. Rule 54(b) of the Federal Rules of Civil Procedure that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Defendants shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.; and

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval of this Agreement and certifies the Indirect Purchaser Settlement Class, then DPPsIndirect Purchaser Class Plaintiffs, through Co-Interim IPP Lead Class Counsel Counsel, shall – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance , the text of submission which shall be proposed by Interim IPP Lead Counsel, subject to the Court, the papers in support agreement of the motion for Final Approval GEO Settling Parties, which agreement shall not be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objectionunreasonably withheld. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Indirect Purchaser Settlement Class within the meaning of Federal Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation execution of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that subject to Paragraph 10, dismissing the Indirect Purchaser Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness HearingAction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassGEO Released Parties; d. Discharging c. subject to Paragraph 10, discharging and releasing Seaboard the GEO Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving x. xxxxxxxxx continuing and exclusive jurisdiction over the Settlement Agreement for all purposespurposes — including its administration and execution and disputes that may arise concerning the GEO Settling Parties’ cooperation (as set forth in Paragraph 9 of this Agreement); and g. Determining e. determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the GEO Released Parties shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementand Final Judgment. Within ten (10) days after the occurrence of Final Judgment, the Direct Action Indirect Purchaser Settlement Class Members and the GEO Settling Parties will file a stipulation of dismissal of the Direct Action Indirect Purchaser Settlement Class Members’ claims against the GEO Released Parties, with prejudice.

Motion for Final Approval and Entry of Final Judgment. If In the event the Court grants Preliminary Approvalenters an order preliminarily approving the Settlement, then DPPsthe Plaintiffs shall draft a motion for final approval of the Settlement and all necessary supporting documents, through Co-Lead Class Counsel – which Emory shall have a right to review and approve (which approval shall not be unreasonably withheld). Emory may suggest revisions, which Plaintiffs agree to consider in accordance with good faith, as long as Emory provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or other such time as the Settling Parties may agree. Plaintiffs will file the motion for final approval pursuant to the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement ordered by the Court. A reasonable time in advance of submission to the Court, the papers in support of the The final approval motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgmenta final approval order, including: a. Finally approving a) finding that notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure; b) finding the Settlement Agreement as being a to be fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule Fed. R. Civ. P. 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement Agreementpursuant to its terms; b. Determining c) finding that all Class Members shall be bound by the Settlement Agreement and all of its terms; d) finding that the Class Notice constituted Releasors shall be bound by the best notice practicable under the circumstances respective releases set forth in Paragraphs 13 and 14 of this Settlement Agreement and the Fairness HearingAgreement, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeshall be forever barred from asserting any claims or liabilities against Emory covered by the respective Released Claims against any of the Releasees; c. Dismissing e) approving expressly the Actions provisions in Paragraph 7(e) of the Settlement Agreement allowing payment of Settlement Class Counsel fees and expenses before the Effective Date pursuant to the terms of that paragraph; f) directing that the Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging Emory and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposeswithout costs; and g. Determining g) determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal with prejudice as to Seaboard shall Emory be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.final;

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and preliminarily certifies the Settlement Class, then DPPs, through Interim Co-Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard Tyson for its review. To the extent that Seaboard Tyson objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Action with prejudice as to Seaboard Tyson in all class action complaints asserted by DPPs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard the Tyson Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with Enjoining DPPs from suing any of the Court a list Tyson Released Parties for any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Filing a declaration prepared by counsel for Tyson confirming that Tyson has provided the appropriate notice pursuant to the Class Action Xxxxxxxx Xxx, 00 X.X.X. §0000 et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Tyson shall be final and appealable and entered forthwith. The Parties shall take use all reasonable steps best efforts to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty-five (35) days prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved pursuant to Federal Rule of Civil Procedure 23(e)(2), then DPPs, through Co-Lead Class Counsel – in accordance with shall submit a motion for final approval (“Final Approval”) of the schedule set forth in Settlement by the Court’s Preliminary Approval – . Class Counsel shall submit to the Court provide Defendant with a separate draft proposed motion for Final Approval of this the Settlement Agreement by the Court. A reasonable time Court (including any accompanying memorandum) seven days in advance of submission to filing, and shall consider in good faith any concerns or suggestions expressed by Defendant. Class Counsel shall also provide Defendant with draft proposed order or orders, seven days in advance of filing. The Settling Parties shall jointly agree on the Court, the papers in support content of the motion for Final Approval proposed Judgment and shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall jointly seek entry of an the final approval order (“Final Approval Order”) and Final Judgment, subject to ¶ 12: a. Finally fully and finally approving the Settlement contemplated by this Agreement and its terms as being a fair, reasonable, reasonable and adequate settlement for the Certified Class within the meaning of Federal Rule 23 of the Federal Rules of Civil Procedure, Procedure 23 and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreementconditions; b. Determining finding that the notice given to the Class Notice Members constituted the best notice practicable under the circumstances and complies in all respects with the requirements of this Settlement Agreement Federal Rule of Civil Procedure 23 and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeprocess; c. Dismissing directing that the Actions Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassDefendant and, except as provided for herein, without costs; d. Discharging discharging and releasing Seaboard Released Parties the Releasees from all Released Claims; e. Requiring Co-Lead permanently barring and enjoining the institution and prosecution, by Plaintiffs and Class Counsel Members, of any other action against the Releasees in any court asserting any claims related in any way to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Reserving x. xxxxxxxxx continuing and exclusive jurisdiction over the Settlement Agreement for Settlement, including all purposes; andfuture proceedings concerning the administration, consummation and enforcement of this Agreement; g. Determining under Fed. R. Civ. P. determining pursuant to Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing entry of a final judgment as to Defendant; and 9 h. containing such other and further provisions consistent with the terms of this Agreement to which the parties expressly consent in writing. Class Counsel also will request that the judgment Court approve the proposed Distribution Plan and application for attorneys’ fees and reimbursement of dismissal expenses and service awards (as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementdescribed below).

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval(A) After Class Notice is issued, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit and prior to the Court a separate motion Fairness Hearing, Lead Counsel, on behalf of the Plaintiff(s), shall move for entry of the Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order Order and Final JudgmentJudgment in this Action: a. Finally approving (i) finally certifying solely for settlement purposes the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement AgreementClass; b. Determining (ii) finding that the Class Notice constituted the best notice practicable under the circumstances and complied in all respects with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process; (iii) finally approving this Settlement Agreement and its terms as being a fair, reasonable and adequate settlement of the Fairness HearingSettlement Class’ claims against Tower under Rule 23 of the Federal Rules of Civil Procedure; (iv) directing that, as to the Released Parties, the Action be dismissed with prejudice and constituted due without costs as against the Settling Class Members; (v) discharging and sufficient notice releasing the Released Claims as to the Released Parties; (vi) xxxxxxx and enjoining claims by any Person against the Released Parties for contribution, indemnification, or similar claims (however denominated) for all other purposes to all Persons entitled to receive noticeor a portion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging (vii) discharging and releasing Seaboard the Released Parties from all Released Claimsany claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common or foreign law (including FED. R. CIV. P. 11) that arise out of or relate in any way to the institution, prosecution, or settlement of the Action as against Tower, except for claims relating to the enforcement of the Settlement; e. Requiring Co-Lead Class Counsel (viii) determining pursuant to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining under FedFED. R. CivCIV. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Final Judgment shall be final and appealable appealable; (ix) reserving the Court’s continuing and entered forthwithexclusive jurisdiction over the Settlement and this Agreement, including the administration and consummation of this Agreement; and (x) containing such other and further provisions consistent with the terms of this Agreement to which Tower and Class Plaintiffs expressly consent in writing. (B) Prior to the Fairness Hearing, as provided in Section 4, Lead Counsel will timely request by separate motion that the Court approve its Fee and Expense Application. The Parties shall take all reasonable steps to obtain Fee and Expense Application and the Distribution Plan are matters separate and apart from the Settlement between the Parties. If the Fee and Expense Application or the Distribution Plan is not approved, in whole or in part, it will have no effect on the finality of the Final Approval of Order approving the Settlement Agreementand the Final Judgment dismissing the Action with prejudice as to the Released Parties.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, preliminarily certifies the Settlement Class, and approves the form and manner of Settlement Class Notice, then DPPsPlaintiffs, through Interim Co-Lead Class Counsel – shall, in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval, submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard Tyson for its review. To the extent that Seaboard Tyson objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties Parties shall meet and confer to resolve any such objectionobjection in good faith. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement AgreementAgreement and its material terms and conditions, without material modification of those terms and conditions; b. Determining that the Settlement Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeAgreement; c. Dismissing the Actions Action with prejudice as to Seaboard Tyson in all class action complaints asserted by DPPs Plaintiffs without further costs or the Certified Classfees; d. Discharging and releasing Seaboard Tyson Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with Enjoining the Court a list Releasing Parties from asserting, directly or indirectly, any of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims against any of the Tyson Released Parties in any forum; f. Confirming that Tyson has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. § 1711 et seq. (“CAFA”); g. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. h. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Tyson shall be final and appealable and entered forthwith. The Parties shall take use all reasonable steps best efforts to obtain Final Approval of the Settlement AgreementAgreement without modification to any of its material terms and conditions.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and certifies the Settlement Class, then DPPsCIIPPs, through Interim Co-Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Interim Co-Lead Class Counsel to Seaboard JBS for its their review. To the extent that Seaboard JBS objects to any aspect of the motion, it shall communicate such objection to Co- Interim Co-Lead Class Counsel, Counsel and the parties Parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement Agreement; b. Determining that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard JBS in all class action complaints asserted by DPPs CIIPPs or the Certified Settlement Class; d. Discharging and releasing Seaboard JBS Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. f. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard JBS shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If In the event the Court grants Preliminary Approvalenters an order preliminarily approving the Settlement, then DPPsthe Plaintiffs shall draft a motion for final approval of the Settlement and all necessary supporting documents, through Co-Lead Class Counsel – which Rice University shall have a right to review and approve (which approval shall not be unreasonably withheld). Rice University may suggest revisions, which Plaintiffs agree to consider in accordance with good faith, as long as Rice University provides its suggested revisions or comments within seven (7) business days of having received any such document or documents from Plaintiffs, or other such time as the Settling Parties may agree. Plaintiffs will file the motion for final approval pursuant to the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement ordered by the Court. A reasonable time in advance of submission to the Court, the papers in support of the The final approval motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgmenta final approval order, including: a. Finally approving a) finding that notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure; b) finding the Settlement Agreement as being a to be fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule Fed. R. Civ. P. 23 of the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation of the Settlement Agreementpursuant to its terms; b. Determining c) finding that all Class Members shall be bound by the Settlement Agreement and all of its terms; d) finding that the Class Notice constituted Releasors shall be bound by the best notice practicable under the circumstances respective releases set forth in Paragraphs 13 and 14 of this Settlement Agreement and the Fairness HearingAgreement, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeshall be forever barred from asserting any claims or liabilities against Rice University covered by the respective Released Claims against any of the Releasees; c. Dismissing e) approving expressly the Actions provisions in Paragraph 7(e) of the Settlement Agreement allowing payment of Settlement Class Counsel fees and expenses before the Effective Date pursuant to the terms of that paragraph; f) directing that the Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging Rice University and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposeswithout costs; and g. Determining g) determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal with prejudice as to Seaboard shall Rice University be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.final;

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalcertifies the End-Payor Classes for purposes of settlement and preliminarily approves the Settlement, then DPPs, through CoEnd-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Payor Plaintiffs shall submit to the Court a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission , after appropriate notice to the Court, the papers in support of the motion for Final Approval shall be provided by CoEnd-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class CounselPayor Classes, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order a “Final Judgment and Final JudgmentOrder” substantially in the form preliminarily approved by the Court, with any necessary additional findings of fact and conclusions of law: a. Finally approving the finding this Settlement Agreement as being a and its terms to be fair, reasonable, and adequate settlement for as to End-Payor Plaintiffs and the Certified Class members of the End-Payor Classes within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing its consummation pursuant to the implementation, performance, and consummation terms of the Settlement Agreement; b. Determining that providing for payment of reasonable attorneys’ fees and, in addition to reasonable attorneys’ fees, reimbursement of the Class Notice constituted costs and expenses from the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeFund (as defined in Paragraph 7); c. Dismissing providing for payment solely from the Actions with prejudice as Settlement Fund of service awards to Seaboard the named End-Payor Plaintiffs (in all class action complaints asserted by DPPs or addition to whatever monies they will receive from the Certified ClassNet Settlement Fund pursuant to a Court-approved Allocation Plan); d. Discharging and releasing Seaboard Released Parties from all Released Claimsdirecting that upon the Effective Date, the End-Payor Class Action be dismissed as to Pfizer with prejudice; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and reserving exclusive jurisdiction over the Settlement Agreement for all purposesand this Settlement Agreement, including the provisions of this Paragraph 5, the administration and consummation of this Settlement, the award of attorneys’ fees and reimbursement of costs and expenses, and the payment of service awards to each of the named End-Payor Plaintiffs, if allowed by the Court; and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and f. directing that the judgment of dismissal as to Seaboard of the End-Payor Class Action against Pfizer shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps pursuant to obtain Final Approval Rule 54(b) of the Settlement AgreementFederal Rules of Civil Procedure, there being no just reason for delay.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty- five (35) days prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved pursuant to Federal Rule of Civil Procedure 23(e)(2), then DPPs, through Co-Lead Class Counsel – in accordance with shall submit a motion for final approval (“Final Approval”) of the schedule set forth in Settlement by the Court’s Preliminary Approval – . Class Counsel shall submit to the Court provide Defendant with a separate draft proposed motion for Final Approval of this the Settlement Agreement by the Court. A reasonable time Court (including any accompanying memorandum of law) in advance of submission to the Court, the papers filing and shall consider in support of the motion for good faith any concerns or suggestions expressed by Defendant. Class Counsel shall also provide Defendant with a draft proposed final approval order (“Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect Order”) and Judgment, seven days in advance of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objectionfiling. The motion for Final Approval Settling Parties shall jointly agree on the content of and shall jointly seek entry of an order the Final Approval Order and Final Judgment: a. Finally fully and finally approving the Settlement contemplated by this Agreement and its terms as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Federal Rule 23 of the Federal Rules of Civil Procedure, Procedure 23 and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreementconditions; b. Determining finding that the notice given to the Class Notice Members constituted the best notice practicable under the circumstances and complies in all respects with the requirements of this Settlement Agreement Federal Rule of Civil Procedure 23 and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeprocess; c. Dismissing directing that the Actions Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassDefendant and, except as provided for herein, without costs; d. Discharging discharging and releasing Seaboard Released Parties the Releasees from all Released Claims; e. Requiring Co-Lead permanently barring and enjoining the institution and prosecution, by End- Payor Plaintiffs and Class Counsel Members, of any other action against the Releasees in any forum asserting any claims related in any way to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Reserving reserving continuing and exclusive jurisdiction over the Settlement Agreement for Settlement, including all purposes; andfuture proceedings concerning the administration, consummation, and enforcement of this Agreement; g. Determining under Fed. R. Civ. P. determining pursuant to Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing entry of a Final Judgment as to Defendant; and h. containing such other and further provisions consistent with the terms of this Agreement to which the Settling Parties expressly consent in writing. Class Counsel also will request that the judgment Court approve the proposed Plan of dismissal Allocation and application for attorneys’ fees and reimbursement of expenses and service awards (as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementdescribed below). C. Releases

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and certifies the Indirect Purchaser Settlement Class, then DPPsIndirect Purchaser Class Plaintiffs, through Co-Interim IPP Lead Class Counsel Counsel, shall – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Interim IPP Lead Class Counsel to Seaboard USALCO for its review, so that USALCO shall have the opportunity to make reasonable comments/revisions before the pleadings are filed with the Court. To the extent that Seaboard USALCO objects to any aspect of the motion, it shall communicate such objection to Co- Interim IPP Lead Class Counsel, Counsel and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally subject to Paragraph 11, finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Indirect Purchaser Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that subject to Paragraph 11, dismissing the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness HearingAction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassUSALCO; d. Discharging c. subject to Paragraph 11, discharging and releasing Seaboard the USALCO Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel d. subject to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving Paragraph 11, reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes, including the administration of the Settlement or its execution; and g. Determining e. subject to Paragraph 11, determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard USALCO shall be final and appealable and entered forthwith. The Settling Parties shall take all reasonable steps to obtain Final Approval Judgment of the Settlement AgreementSettlement.

Motion for Final Approval and Entry of Final Judgment. If Prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court a separate motion for Final Approval final approval of this the Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval The Settling Parties shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall jointly seek entry of an order the Final Approval Order and Final Judgment: a. Finally (a) certifying the Settlement Class, as defined in this Settlement Agreement, pursuant to Federal Rule of Civil Procedure 23, solely for purposes of this Settlement; (b) fully and finally approving the Settlement contemplated by this Settlement Agreement and its terms as being a fair, reasonable, reasonable and adequate settlement for the Certified Class within the meaning of Federal Rule 23 of the Federal Rules of Civil Procedure, Procedure 23 and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreement;conditions. b. Determining (c) finding that the notice given to the Class Notice Members constituted the best notice practicable under the circumstances and complies in all respects with the requirements of this Settlement Agreement Federal Rule of Civil Procedure 23 and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeprocess; c. Dismissing (d) directing that the Actions Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassTaitsu and, except as provided for herein, without costs; d. Discharging (e) discharging and releasing Seaboard Released Parties the Releasees from all Released Claims; e. Requiring Co-Lead (f) permanently barring and enjoining the institution and prosecution, by Indirect Purchaser Plaintiffs and Class Counsel Members, of any other action against the Releasees in any court asserting any claims related in any way to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified ClassReleased Claims; f. Reserving (g) reserving continuing and exclusive jurisdiction over the Settlement, including all future proceedings concerning the administration, consummation and enforcement of this Settlement Agreement for all purposes; andAgreement; g. Determining under Fed. R. Civ. P. (h) determining pursuant to Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the entry of a final judgment of dismissal as to Seaboard shall be final Taitsu; and (i) containing such other and appealable and entered forthwithfurther provisions consistent with the terms of this Settlement Agreement to which the parties expressly consent in writing. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.LAW OFFICES COTCHETT, XXXXX &

Motion for Final Approval and Entry of Final Judgment. If Thirty (30) days prior to the date of the Settlement Hearing set by the Court grants Preliminary Approval, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Order, to the extent permitted by the Court, Exchange-Based Plaintiffs’ Counsel shall submit make a motion to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support final approval of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class CounselSettlement, and the parties Settling Parties shall meet and confer to resolve any such objection. The motion for Final Approval shall jointly seek entry of an order the Final Approval Order and Final JudgmentJudgment on substantially the following terms: a. Finally 7.1. Fully and finally approving the Settlement contemplated by this Agreement as being a fair, reasonable, and adequate settlement for the Certified Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation pursuant to its terms and consummation of the Settlement Agreementconditions; b. Determining 7.2. Finding that the Class Notice constituted the best notice practicable under the circumstances and complied in all respects with the requirements of this Settlement Agreement Rule 23 of the Federal Rules of Civil Procedure and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeprocess; c. Dismissing 7.3. Directing that the Actions Action be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassBarclays and, except as provided for herein, without costs; d. 7.4. Discharging and releasing Seaboard the Released Parties from all Claims as to the Releasees; 7.5. Permanently barring and enjoining the institution and prosecution by Exchange-Based Plaintiffs and any Class Member of any lawsuit, arbitration or other proceeding against the Releasees in any jurisdiction asserting any of the Released Claims; e. Requiring Co-Lead Class Counsel to file with 7.6. Reserving the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving Court’s continuing and exclusive jurisdiction over the Settlement Agreement for Settlement, including all purposes; andfuture proceedings concerning the administration and enforcement of this Agreement; g. 7.7. Determining under Fed. R. Civ. P. pursuant to Rule 54(b) of the Federal Rules of Civil Procedure that there is no just reason for delay and directing that the judgment entry of dismissal a final Judgment as to Seaboard shall be final Barclays; and 7.8. Containing such other and appealable and entered forthwith. The further provisions consistent with the terms of this Agreement to which the Settling Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementexpressly consent in writing.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval and certifies the Settlement Class, then DPPsEUCPs, through Co-Interim Lead Class Counsel – — in accordance with the schedule set forth in the Court’s Preliminary Approval – — shall submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Interim Lead Class Counsel to Seaboard Pilgrim’s for its review. To the extent that Seaboard Xxxxxxx’s objects to any aspect of the motion, it shall communicate such objection to Co- Interim Lead Class Counsel, Counsel and the parties shall meet and confer to resolve about any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation of the Settlement Agreement; b. Determining that the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Action with prejudice as to Seaboard Pilgrim’s in all class action complaints asserted by DPPs or the Certified ClassEUCPs; d. Discharging and releasing Seaboard Xxxxxxx’s Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. f. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Xxxxxxx’s shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval of this Agreement and certifies the Direct Purchaser Settlement Class, then DPPsDirect Purchaser Class Plaintiffs, through Co-Interim DPP Lead Class Counsel – Counsel, shall—in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval—submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance , the text of submission which shall be proposed by Interim DPP Lead Counsel, subject to the Court, the papers in support agreement of the motion for Final Approval Kemira Settling Parties, which agreement shall not be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objectionunreasonably withheld. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Direct Purchaser Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation execution of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that dismissing the Direct Purchaser Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness HearingAction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassKemira Released Parties; d. Discharging c. discharging and releasing Seaboard the Kemira Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving d. reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining e. determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the Kemira Released Parties shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement. Within ten (10) days of Final Judgment, the Direct Purchaser Settlement AgreementClass Members and Kemira will file a stipulation of dismissal of the Direct Purchaser Settlement Class Members’ claims against the Kemira Released Parties, with prejudice.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves this Settlement, then DPPsNamed Plaintiffs shall submit—and Novartis shall not oppose in any court, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to including on appeal—a motion for final approval by the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission (“Final Approval Motion”) after notice has been disseminated to Class Members pursuant to the Court, the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final JudgmentApproval Order”) substantially in the form attached hereto as Exhibit C: a. Finally approving the finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Named Plaintiffs and the Certified Direct Purchaser Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, and its consummation pursuant to its terms; b. finding that all members of the Class (“Class Members”) shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining c. finding that the Class Notice constituted notice given constitutes due, adequate, and sufficient notice and meets the best notice practicable under requirements of due process and the circumstances Federal Rules of Civil Procedure; d. incorporating the release set forth in Paragraph 11 of this Settlement Agreement Agreement, and forever barring the Releasors from asserting any Released Claims against any of the Releasees as defined below; e. providing for the payment of reasonable attorneys’ fees and reimbursement of costs and expenses solely from the Settlement Fund; f. providing for payment solely from the Settlement Fund of service awards in the amount of $100,000 each to the Named Plaintiffs, in addition to whatever monies each may receive from the Settlement Fund pursuant to a Court-approved plan of allocation; g. directing that all claims by and on behalf of Named Plaintiffs and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions Direct Purchaser Class be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs Novartis and, except as provided for herein, without costs or the Certified Classattorney’s fees recoverable under 15 U.S.C. § 15(a); d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and h. retaining exclusive jurisdiction over the Settlement Agreement for all purposesand the Settlement Agreement, including the administration and consummation of the Settlement; and g. Determining under i. directing that the judgment of dismissal with prejudice of all Direct Purchaser Class claims against Novartis shall be final and immediately appealable pursuant to Fed. R. Civ. P. 54(b) that ), there is being no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementdelay.

Motion for Final Approval and Entry of Final Judgment. If Not less than thirty- five (35) calendar days prior to the date set by the Court grants Preliminary Approvalto consider whether this Settlement should be finally approved, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Plaintiffs shall submit to the Court a separate motion Motion for Final Approval of the Settlement by the Court, seeking an order, inter alia: a. Fully and finally approving this Settlement Agreement by the Court. A reasonable time in advance of submission to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for and its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally approving the Settlement Agreement terms as being a fair, reasonable, and adequate settlement for as to the Certified Class within the meaning of Rule 23 23(e) of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, its consummation according to its terms and consummation of the Settlement Agreementconditions; b. Determining Finding that the notice given to the Class Notice constituted constitutes the best notice practicable under the circumstances of this Settlement Agreement and complies in all respects with the Fairness Hearingdue, and constituted due adequate, and sufficient notice for all other purposes to all Persons entitled to receive noticerequirements of Federal Rule of Civil Procedure 23, and meets the requirements of due process; c. Dismissing Finding that the Actions notficiation requirements of the Class Action Fairness Act, 28 U.S.C. § 1715, have been met. d. Providing that any Person who timely submitted a Request for Exclusion shall be excluded from the Settlement Class, shall have no rights with respect to this Settlement Agreement, and shall receive no benefits as provided in this Settlement Agreement; e. Directing that, as to Giftly, the Action be dismissed with prejudice and, except as to Seaboard provided for in all class action complaints asserted by DPPs or the Certified Classthis Settlement Agreement, without costs; d. f. Discharging and releasing Seaboard Released Parties the Releasees from all the Released Claims; e. Requiring Co-Lead g. Permanently barring and enjoining the institution and prosecution, by any member of the Class Counsel to file with that has not previously opted out, of any other action against the Court a list of potential Certified Class members that timely excluded themselves from Releasees based on the Certified Class; f. Reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposesReleased Claims; and g. Determining h. Finding under Fed. R. Civ. P. Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard Giftly shall be final and appealable and entered forthwith. The Parties No later than two (2) business days after the Court fully and finally approves this Settlement Agreement and its terms, Plaintiffs shall take all reasonable steps seek entry of Final Judgment as to obtain Final Approval of the Settlement AgreementGiftly.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approval, then DPPs, through Co-Lead Class Counsel – in accordance with preliminarily approves this Settlement (the schedule set forth in the Court’s “Preliminary Approval – Order”), Settling Plaintiffs and the Settlement Class shall submit submit, and Settling Defendant shall assent to the Court and assist as necessary, a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission Court (the “Final Approval Motion”), after Notice has been disseminated to the Court, Settlement Class pursuant to the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final JudgmentApproval Order”), which Settling Defendant shall have the opportunity to review and approve before it is submitted to the Court: a. Finally approving the Finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Settling Plaintiffs and the Certified Settlement Class within the meaning of Rule Fed. R. Civ. P. 23 and directing its consummation pursuant to its terms; b. Finding that Notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure, and directing the implementation, performance, and consummation ; c. Finding that all members of the Settlement Class who have not executed timely and valid or otherwise Court-approved requests for exclusion shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining that d. Incorporating the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement releases set forth in Paragraphs 12 and the Fairness Hearing13, below, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing forever barring the Actions with prejudice Releasors (as to Seaboard defined in all class action complaints asserted by DPPs or Paragraph 12) from asserting any Released Claims (as defined in Paragraph 12) against any of the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released ClaimsReleasees as defined below; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and Retaining exclusive jurisdiction over the Settlement Agreement and this Settlement Agreement, including the administration and consummation of this Settlement; f. Directing that all claims by and on behalf of the Settling Plaintiffs and the Settlement Class be dismissed with prejudice as to Releasees only and, except as provided for all purposesherein, with prejudice and without costs or attorney’s fees recoverable under 15 U.S.C. § 15(a); and g. Determining under pursuant to Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal Final Approval Order in the Action as to Seaboard Releasees shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementimmediately appealable.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves this Settlement, then DPPs, through Co-Lead Plaintiffs and the Direct Purchaser Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to the Court and Shire shall support a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission Court (the “Final Approval Motion”), after Notice has been disseminated to the Court, Direct Purchaser Class pursuant to the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final Judgment:Approval Order”) substantially in the form of Exhibit C hereto a. Finally approving the Finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Plaintiffs and the Certified Direct Purchaser Class within the meaning of Rule Fed. R. Civ. P. 23 and directing its consummation pursuant to its terms; b. Finding that notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure; c. Finding that the proposed Plan of Allocation, which allocates the Settlement Fund (net of Court-approved attorney fees, expenses, and directing settlement administration costs) pro rata based on the implementation, performance, and consummation number of tablets of brand and/or generic Intuniv purchased during the relevant period (net of returns) by each member of the Direct Purchaser Class, is fair and efficient. d. Finding that all members of the Direct Purchaser Class shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining that e. Incorporating the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement releases set forth in Paragraphs 9 and the Fairness Hearing10, below, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing forever barring the Actions with prejudice Releasors from asserting any Released Claims against any of the Releasees as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Classdefined below; f. Reserving continuing Providing for an award of reasonable attorneys’ fees and reimbursement of expenses solely from the Settlement Fund; g. Retaining exclusive jurisdiction over the Settlement Agreement and this Settlement Agreement, including the administration and consummation of this Settlement; h. Directing that all claims by and on behalf of Plaintiff and the Direct Purchaser Class be dismissed with prejudice as to Shire only and, except as provided for all purposesherein, with prejudice and without costs or attorney’s fees recoverable under 15 U.S.C. § 15(a); and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves this Settlement, then DPPsPlaintiffs and the Direct Purchaser Classes shall submit, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – and Ranbaxy shall submit to the Court support, a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission Court (the “Final Approval Motion”) within sixty (60) days after the Court enters the Preliminary Approval Order, and after notice has been disseminated to the Court, Direct Purchaser Classes pursuant to the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final Judgment:Approval Order”) substantially in the form of Exhibit C hereto— a. Finally approving the a) finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Plaintiffs and the Certified Class Direct Purchaser Classes within the meaning of Federal Rule of Civil Procedure 23 and directing its implementation pursuant to its terms; b) finding that the notice given constitutes due, adequate, and sufficient notice and meets the requirements of due process and the Federal Rules of Civil Procedure; c) finding that the proposed allocation plan, which allocates the Settlement Fund (net of Court-approved attorneys’ fees, expenses, and directing settlement administration costs), is fair and efficient; d) finding that all Class Members shall be bound by this Settlement Agreement, including the implementation, performance, release provisions and consummation of the covenant not to sue set forth in this Settlement Agreement; b. Determining that e) incorporating the Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement releases set forth in Paragraphs 8 and the Fairness Hearing9, below, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive noticeforever barring the Plaintiff Releasors (as defined below) from asserting any Released Claims (as defined below) against any of the Ranbaxy Releasees (as defined below); c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified Class; d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and f) retaining exclusive jurisdiction over the Settlement Agreement and this Settlement Agreement, including the administration and implementation of this Settlement; g) directing that all claims by and on behalf of Plaintiffs and the Direct Purchaser Classes be dismissed with prejudice as to Ranbaxy and, except as provided for all purposesherein, with prejudice and without costs or attorneys’ fees recoverable under 15 U.S.C. § 15(a); and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreement.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves the Settlement, then DPPs, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – Plaintiffs shall submit to the Court a separate motion for Final Approval final approval of this Settlement Agreement by the Court. A reasonable time in advance of submission , after appropriate notice to the Court, the papers in support of the motion for Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class CounselDirect Purchaser Class, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval shall seek entry of an order a Final Judgment and Order substantially in the form attached hereto as Exhibit C, with any additional findings of fact and conclusions of law (the “Final Judgment:Judgment and Order”): a. Finally approving the finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to Plaintiffs and the Certified members of the Direct Purchaser Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, and its consummation of the Settlement Agreementpursuant to its terms; b. Determining finding that all members of the Class Notice constituted the best notice practicable under the circumstances of shall be bound by this Settlement Agreement Agreement, including the release provisions and the Fairness Hearingcovenant not to sue set forth herein; c. finding that notice given constitutes due, and constituted due adequate, and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing and meets the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or requirements of due process and the Certified ClassFederal Rules of Civil Procedure; d. Discharging providing for payment of reasonable attorneys’ fees and releasing Seaboard Released Parties reimbursement of the costs and expenses from all Released Claimsthe Settlement Fund (as defined below); e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves providing for payment, solely from the Certified ClassSettlement Fund, of incentive awards to the named Plaintiffs in addition to whatever monies they will receive from the Settlement Fund pursuant to a Court-approved plan of allocation; f. Reserving continuing and directing that the Direct Purchaser Class Action be dismissed with prejudice and, except as provided for herein, without costs; g. reserving exclusive jurisdiction over the Settlement Agreement for all purposesand this Settlement Agreement, the administration and consummation of this Settlement,the award of attorneys’ fees and reimbursement of costs and expenses, and the payment of incentive awards to each of the named Plaintiffs, if allowed by the Court; h. incorporating the release set forth in Paragraph 13 of this Settlement Agreement, and forever barring the Releasors (as defined in paragraph 13 herein) from asserting any Released Claims (as defined in paragraph 13 herein) against Defendant; and g. Determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and i. directing that the judgment of dismissal as to Seaboard of all Direct Purchaser Class claims against Defendant shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementappealable.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary Approvalpreliminarily approves this Settlement, then DPPsXXXx shall submit—and Novartis shall not oppose in any court, through Co-Lead Class Counsel – in accordance with the schedule set forth in the Court’s Preliminary Approval – shall submit to including on appeal—a motion for final approval by the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance of submission (“Final Approval Motion”) after notice has been disseminated to Class Members pursuant to the Court, the papers in support of the motion for Preliminary Approval Order. The Final Approval shall be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objection. The motion for Final Approval Motion shall seek entry of an order and final judgment (“Final JudgmentApproval Order”) substantially in the form attached hereto as Exhibit C: a. Finally approving the finding this Settlement Agreement as being and its terms to be a fair, reasonable, and adequate settlement for as to XXXx and the Certified End-Payor Class within the meaning of Rule 23 of the Federal Rules of Civil Procedure, Procedure and directing the implementation, performance, and its consummation pursuant to its terms; b. finding that all members of the End-Payor Class (“Class Members”) shall be bound by this Settlement Agreement, including the release provisions and covenant not to sue set forth in this Settlement Agreement; b. Determining c. finding that the Class Notice constituted notice given constitutes due, adequate, and sufficient notice and meets the best notice practicable under requirements of due process and the circumstances Federal Rules of Civil Procedure; d. incorporating the release set forth in Paragraph 11 of this Settlement Agreement Agreement, and forever barring the Releasors from asserting any Released Claims against any of the Releasees as defined below; e. ordering that settlement funds may be disbursed as provided in the Final Approval Order or other order of the Court; f. providing for the payment of reasonable attorneys’ fees and reimbursement of costs and expenses solely from the Settlement Fund; g. providing for payment solely from the Settlement Fund of service awards in the amount of $25,000 each to the XXXx, in addition to whatever monies each may receive from the Settlement Fund pursuant to a Court-approved plan of allocation; h. directing that all claims by and on behalf of XXXx and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions End-Payor Class be dismissed with prejudice as to Seaboard in all class action complaints asserted by DPPs Novartis and, except as provided for herein, without costs or the Certified Classattorney’s fees recoverable under 15 U.S.C. § 15(a); d. Discharging and releasing Seaboard Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving continuing and i. retaining exclusive jurisdiction over the Settlement Agreement for all purposesand the Settlement Agreement, including the administration and consummation of the Settlement; and g. Determining under j. directing that the judgment of dismissal with prejudice of all End-Payor Class claims against Novartis shall be final and immediately appealable pursuant to Fed. R. Civ. P. 54(b) that ), there is being no just reason for delay and directing that the judgment of dismissal as to Seaboard shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement Agreementdelay.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval of this Agreement and certifies the Direct Purchaser Settlement Class, then DPPsDirect Purchaser Class Plaintiffs, through Co-Interim DPP Lead Class Counsel – Counsel, shall—in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval—submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance , the text of submission which shall be proposed by Interim DPP Lead Counsel, subject to the Courtagreement of SII, the papers in support of the motion for Final Approval which agreement shall not be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objectionunreasonably withheld. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Direct Purchaser Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, performance and consummation of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that dismissing the Direct Purchaser Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness HearingAction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassSII Released Parties; d. Discharging c. discharging and releasing Seaboard the SII Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving d. reserving continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining e. determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the SII Released Parties shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement AgreementSettlement.

Motion for Final Approval and Entry of Final Judgment. If the Court grants Preliminary ApprovalApproval of this Agreement and certifies the Direct Purchaser Settlement Class, then DPPsDirect Purchaser Class Plaintiffs, through Co-Interim DPP Lead Class Counsel – Counsel, shall—in accordance with the schedule set forth in the Court’s Preliminary Approval – shall Approval—submit to the Court a separate motion for Final Approval of this Settlement Agreement by the Court. A reasonable time in advance , the text of submission which shall be proposed by Interim DPP Lead Counsel, subject to the Court, the papers in support agreement of the motion for Final Approval C&S Settling Parties, which agreement shall not be provided by Co-Lead Class Counsel to Seaboard for its review. To the extent that Seaboard objects to any aspect of the motion, it shall communicate such objection to Co- Lead Class Counsel, and the parties shall meet and confer to resolve any such objectionunreasonably withheld. The motion for Final Approval shall seek entry of an order and Final Judgment: a. Finally finally approving the Settlement Agreement as being a fair, reasonable, and adequate settlement for the Certified Direct Purchaser Settlement Class within the meaning of Rule 23 of the Federal Rules of Civil ProcedureProcedure 23, and directing the implementation, performance, and consummation execution of the Settlement pursuant to the terms and conditions set forth in this Agreement; b. Determining that dismissing the Direct Purchaser Class Notice constituted the best notice practicable under the circumstances of this Settlement Agreement and the Fairness HearingAction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. Dismissing the Actions with prejudice as to Seaboard in all class action complaints asserted by DPPs or the Certified ClassC&S Released Parties; d. Discharging c. discharging and releasing Seaboard the C&S Released Parties from all Released Claims; e. Requiring Co-Lead Class Counsel to file with the Court a list of potential Certified Class members that timely excluded themselves from the Certified Class; f. Reserving x. xxxxxxxxx continuing and exclusive jurisdiction over the Settlement Agreement for all purposes; and g. Determining e. determining under Fed. R. Civ. P. 54(b) that there is no just reason for delay and directing that the judgment of dismissal as to Seaboard the C&S Released Parties shall be final and appealable and entered forthwith. The Parties shall take all reasonable steps to obtain Final Approval of the Settlement AgreementSettlement.