Common use of No Admission of Wrongdoing Clause in Contracts

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 (a) shall be offered against any of the Defendants’ Releasees as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releasees, in any civil, criminal, or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of this

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (10.1 The Settlement Agreement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; nor any proceedings taken 12 pursuant to it, is for settlement purposes only and entered into solely for the purpose of avoiding possible future expenses, burdens, or distractions of litigation, and Defendants and the Released Parties deny any and all wrongdoing. Defendants and the Released Parties deny all liability to the Plaintiffs and Class Members, deny all of the claims made in the Action and Consolidated Actions, deny all allegations of wrongdoing made in any of the complaints in this Action and the Consolidated Actions, and deny that the Plaintiffs, the Class Members, the Plan, or any of the Plan’s current or former participants suffered any losses. Defendants and the Released Parties further maintain that they acted prudently and loyally at all times when acting in any fiduciary capacity with respect to the Plan. This Settlement Agreement, and the discussions between the Parties preceding it, shall in no event be construed as, or be deemed to be evidence of, an admission or concession on Defendants’ or the Released Parties’ part of any fault or liability whatsoever. 10.2 The Settlement Agreement, whether or not consummated, and any negotiations, proceedings, or agreements relating to the Settlement Agreement, and any matters arising in connection with the Term Sheetsettlement negotiations, this Stipulationproceedings, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 or agreements: (a) shall not be offered or received against Defendants or any of the Defendants’ Releasees Released Parties as 15 evidence of, or be construed as, as or deemed to be evidence of of, any presumption, 16 concession, or admission by any Defendants or a Released Party of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs or the validity of any claim that was has been or could 18 have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing on the part of any kind of Defendants or any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminalReleased Parties, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions appropriateness of this Stipulation; 4 certifying a non-settlement class; (b) shall not be offered or received against Defendants or any of the Plaintiffs’ Releasees, Released Parties as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by Defendants or any of the Released Parties; (c) shall not be offered or received against Defendants or any of the Released Parties as evidence of a presumption, concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against Defendants or any of the 11 Plaintiffs’ ReleaseesReleased Parties, in any other civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement Agreement; provided, however, that if this Settlement Agreement is approved by the Court, Defendants or the Released Parties may refer to it to effectuate the liability protection granted them hereunder; and (d) shall not be construed against Defendants or any of the Released Parties as an admission or concession that the consideration to be given hereunder represents the amount which could or would have been recovered after trial of the Action.

No Admission of Wrongdoing. Neither 8.1 The Settling Parties agree that the Term Sheet; Settlement, this Stipulation (whether or not consummated), 9 including the exhibits Exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the negotiations leading 11 to the execution of this Stipulation and the Term Sheet and this Stipulation; Settlement, nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 ), nor any communication relating thereto, is evidence, or an admission or concession by any Settling Party or its counsel, of any fault, liability or wrongdoing whatsoever, as to any facts or claims alleged or asserted in the Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or defenses alleged or asserted in any such action or proceeding. 8.2 Throughout the course of the Action, the Defendants have denied and continue to deny liability and maintain that they have meritorious defenses. Nonetheless, Defendants have determined that it is desirable that the Action fully and finally be settled in the manner and upon the terms and conditions set forth in this Stipulation in order to avoid the cost and burden of litigation. 8.3 Neither the Settlement, this Stipulation (whether or not consummated), including the Exhibits hereto and the Plan of Allocation contained therein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of this Stipulation and the Settlement, nor any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including any arguments proffered in connection therewith): (a) shall be offered or received against any Defendant as evidence of the Defendants’ Releasees as 15 evidence of, or construed as, as or deemed to be evidence of any presumption, 16 concession, or admission by any Defendant of the Defendants’ Releasees with respect to the 17 truth of any fact alleged allegations by Plaintiffs Plaintiff or any Member of the Class or the validity of any claim that was has been or could 18 have been asserted in the Litigation, or the deficiency of any defense that has been or could have been 19 asserted in this Action the Litigation or in any other litigation, including, but not limited to, litigation of the Released Claims, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees Defendants or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 ; (b) shall be offered or received against any of the Plaintiffs’ Releasees, Defendant as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, or admission by of any of the Plaintiffs’ Releasees that any of their claims 7 are without meritfault, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amountmisrepresentations, or omission with respect to any statement or written document approved or made by any Defendant, or against Plaintiff or any Member of the Class as evidence of any infirmity in the claims of Plaintiff and the Class; (c) shall be offered or received against any Defendant as evidence of a presumption, concession, or admission of any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releaseesparties to this Stipulation, in any other civil, criminal, or administrative action or proceeding; provided, 12 other than such proceedings as however, that if this Stipulation is approved by the Court, Defendants and their Related Parties may be necessary refer to it to effectuate the provisions release granted them hereunder; or (d) shall be construed against Defendants, Plaintiff, or the Class as evidence of thisa presumption, concession or admission that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial or in any proceeding other than this Settlement. 8.4 The Defendants and/or their respective Related Parties may file this Stipulation and/or Judgment from this Action in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any theory or claim preclusion or issue preclusion or similar defense or counterclaim.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the Supplemental Agreement, the negotiations leading 11 to the execution of this Stipulation or the Term Sheet and this Stipulation; Supplemental Agreement, nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Stipulation and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 (a) shall be offered against any of the Defendants’ Defendant Releasees as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Defendant Releasees with respect to the 17 truth of any fact alleged by Lead Plaintiffs or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Defendant Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Defendant Releasees, in any 2 civil, criminal, criminal or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Plaintiff Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, concession or admission by any of the Plaintiffs’ Plaintiff Releasees that any of their claims 7 are is without merit, that any of the Defendants’ Defendant Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, Amount or with respect to any liability, negligence, fault, fault or wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Plaintiff Releasees, in any civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Stipulation; or (c) shall be construed against any of the Releasees as an admission, concession, or presumption that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial; provided, however, that if this Stipulation is approved by the Court, the Parties and the Releasees and their respective counsel may refer to it to effectuate the protections from liability granted hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. Neither the Term Sheet; this This Stipulation (and Settlement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (any negotiations, proceedings or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 agreements relating to the execution of Stipulation or the Term Sheet Settlement, and this Stipulation; nor any proceedings taken 12 pursuant to or matters arising in connection with the Term Sheetsuch settlement negotiations, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 proceedings or agreements: (a) shall not be described as, construed as, offered or received against Homestore or any of the Defendants’ Releasees Released Homestore Parties as 15 evidence of, or of and/or construed as, as or deemed to be evidence of any presumption, 16 concession, concession or admission by any Homestore of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs or in the Action, of the validity of any claim that was or could 18 have been asserted in the Action or any other litigation, or of the deficiency of any defense that has been was or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 fault or other wrongdoing on the part of any kind of Homestore or any of the Defendants’ Releasees Released Homestore Parties, or against the Lead Plaintiff or any members of the Class as evidence of any infirmity in the claims asserted in the Action; (b) shall not be described as, construed as, offered or received against Homestore or any of the Released Homestore Parties as evidence of a presumption, concession or admission of any liability, negligence, fault or wrongdoing, or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releaseesparties to this Stipulation, in any 2 other civil, criminal, criminal or administrative action or proceeding, other than such proceedings 3 as may be provided however that (i) if it is necessary to refer to this Stipulation to effectuate the provisions of the Stipulation, it may be referred to in such proceedings; and (ii) if this Stipulation; 4 (b) shall be offered against Stipulation is approved by the Court, Homestore or any of the Plaintiffs’ Releasees, as 5 evidence of, Released Homestore Parties may refer to it to effectuate the liability protection granted them hereunder; (c) shall not be described or construed against Homestore or Lead Plaintiff or any member of the Class as an admission or concession that the consideration to be given hereunder represents the amount that could be or would have been awarded to Lead Plaintiff or the Class after trial; (d) shall not be described as, construed as or deemed to be received in evidence of as an admission, concession or presumption against Lead Plaintiff or any presumption, 6 concession, or admission by any member of the Plaintiffs’ Releasees Class that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 merit or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releasees, in any civil, criminal, or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thissettlement amount.

No Admission of Wrongdoing. 13 38. Neither the Term Sheet; this Stipulation (whether or not consummated), 9 including the exhibits 14 hereto and the Plan of Allocation contained therein herein (or any 10 other plan of allocation that may be 15 approved by the Court); , nor the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; , nor any 16 proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Stipulation and/or approval 13 of the 17 Settlement (including any arguments proffered in connection therewith): 14 (): 18 a) shall be offered against any of the Defendants’ Releasees Released Parties as 15 evidence 19 of, or construed as, as or deemed to be evidence of of, any presumption, 16 concession, or admission by 20 any of the Defendants’ Releasees Released Parties with respect to the 17 truth of any fact alleged by Plaintiffs Lead 21 Plaintiff or any other of Plaintiffs’ Released Parties, or the validity of any claim that was or could 18 22 have been asserted against any of the Defendants’ Released Parties, or the deficiency of any 23 defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any 24 liability, negligence, fault, or other wrongdoing 10 of any kindkind with respect to any of the Defendants’ 25 Released Parties, or in any way referred to for any other reason as against any of the 11 PlaintiffsDefendants’ Releasees26 Released Parties, in any civil, criminal, or administrative action or proceeding, 12 other than such 27 proceedings as may be necessary to effectuate the provisions of this Stipulation; 1 b) shall be offered against any of the Plaintiffs’ Released Parties, as evidence 2 of, or construed as, or deemed to be evidence of any presumption, concession, or admission by 3 any of the Plaintiffs’ Released Parties that any of their claims are without merit, that any of the 4 Defendants’ Released Parties had meritorious defenses, or that damages recoverable under the 5 Complaint would not have exceeded the Settlement Amount or with respect to any liability, 6 negligence, fault, or wrongdoing of any kind, or in any way referred to for any other reason as 7 against any of the Plaintiffs’ Released Parties, in any civil, criminal, or administrative action or 8 proceeding, other than such proceedings as may be necessary to effectuate the provisions of thisthis 9 Stipulation; or 10 c) shall be construed against any of the Released Parties as an admission, 11 concession, or presumption that the consideration to be given hereunder represents the amount 12 which could be or would have been recovered after trial; 13 provided, however, that if this Stipulation is approved by the Court, the Parties and the Released 14 Parties and their respective counsel may refer to it to effectuate the protections from liability 15 granted hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. 8.1 Defendants have denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action. Neither the Term Sheet; Memorandum of Understanding, this Stipulation (whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the negotiations Settling Parties’ mediation and subsequent Settlement, the communications and/or discussions leading 11 to the execution of the Term Sheet Memorandum of Understanding and this Stipulation; , nor any proceedings taken 12 pursuant to or in connection with the Term SheetMemorandum of Understanding, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 ), nor any other act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement, shall be: (a) shall be offered against any of the Defendants’ Releasees Released Persons as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees Released Persons with respect to the 17 truth of any fact alleged by Plaintiffs Lead Plaintiff or the validity or infirmity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or Released Persons; (b) in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ ReleaseesReleased Persons, in any 2 arbitration proceeding or other civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 ; (bc) shall be offered against any of the Plaintiffs’ Releasees, Released Persons as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or Released Persons with respect to any liability, negligence, faultmisrepresentation or omission with respect to any statement or written document approved or made by any Released Persons, or wrongdoing 10 of against Lead Plaintiff or any kind, Class Member as an admission or in evidence that any way referred to for claims asserted by Lead Plaintiff or any other reason as against any of Class Member were not valid or that the 11 Plaintiffs’ Releaseesamount recoverable was not greater than the Settlement Amount, in any civil, criminal, or administrative action proceeding in any court, administrative agency, or proceedingother tribunal; or (d) construed against any Released Persons, 12 other than such proceedings Lead Plaintiff or the Class as may an admission, concession, or presumption that the consideration to be necessary to effectuate given hereunder represents the provisions of thisamount which could be or would have been recovered after trial.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (whether Whether or not consummated)the Settlement, 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be as embodied in this Agreement, is approved by the Court); , and whether or not this Settlement is consummated, the negotiations leading 11 to fact and terms of this Settlement, including the execution of exhibits and appendices attached hereto, the Term Sheet settlement embodied within it, all negotiations, discussions, drafts, and this Stipulation; nor any proceedings taken 12 pursuant to or in connection with the Term SheetSettlement, this Stipulation, and/or approval 13 of the Settlement (including and any arguments proffered act performed or document signed in connection therewith): 14 (a) : 1. shall not be offered or received against any of Defendants or the Defendants’ Releasees Released Parties as 15 evidence of, or construed as, or be deemed to be evidence of of, any presumption, 16 concession, or admission by any of Defendants or the Defendants’ Releasees Released Parties with respect to the 17 truth of any fact alleged by Plaintiffs or the validity validity, or lack thereof, of any claim that was or could 18 have been asserted or the deficiency of any defense Claim that has been or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing on the part of any kind of any of Defendants or the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) Released Parties; 2. shall not be offered or received against any of Defendants or the Plaintiffs’ Releasees, Released Parties as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releaseesforegoing parties, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement; provided, however, that if the Settlement is approved by the Court, Defendants and the Released Parties may refer to this Settlement to effectuate the protection from liability granted to them hereunder; 3. shall not be construed against Defendants or the Released Parties as an admission or concession that the claims asserted could be pursued on a class, collective, or any other representative basis; 4. shall not be construed against Defendants or the Released Parties as an admission or concession that the consideration provided hereunder represents what could be or would have been recovered after trial; and 5. shall not be construed as or received in evidence as an admission, concession, or presumption against Plaintiffs or the other Settlement Class Members that any of their claims are without merit or that relief recoverable under the Complaint would not have exceeded the consideration provided by this Agreement.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (This Settlement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 it: (a) shall Shall not be offered or received against any Defendants as evidence of the Defendants’ Releasees as 15 evidence of, or construed as, as or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees Defendants with respect to the 17 truth of any fact alleged by Plaintiffs or the validity of any claim that was has been or could 18 have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 ; (b) shall Shall not be offered or received against any of the Plaintiffs’ Releasees, Defendants as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendants; (c) Shall not be offered or received against Defendants as evidence of the Plaintiffs’ Releasees that any of their claims 7 are without merita presumption, that any of the Defendants’ Releasees had meritorious defenses, 8 concession or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or admission with respect to any liability, negligence, fault, fault or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ ReleaseesDefendants, in any other civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement; provided, however, that if this Settlement is approved by the Court, Defendants may refer to it to effectuate the liability protection granted them hereunder; (d) Shall not be given issue preclusive or “collateral estoppel” effect so as to establish that any claim or fact alleged in the Complaint was actually litigated or necessarily determined in this Action; (e) Shall not be offered or received against Defendants as evidence of a presumption, concession or admission that the Class is appropriately certified for trial; (f) Shall not be construed against Defendants as an admission or concession that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial; and (g) Shall not be construed as or received in evidence as an admission, concession or presumption against Plaintiffs or any of the Class Members that any of their claims are without merit, or that any defense asserted by Defendants has any merit, or that damages recoverable under the Complaint would not have exceeded the Settlement Consideration (as defined in Appendix 1) or operate as release, estoppel or waiver of any claims other than the Settled Class Claims. This Settlement Agreement shall in no event be construed or deemed to be evidence of or an admission or concession on the part of Defendants with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have asserted. The Parties to this Settlement Agreement recognize that the Action is being voluntarily settled after advice of counsel, and that the terms of the Settlement are fair, adequate and reasonable. This Settlement Agreement shall not be construed or deemed to be a concession by Plaintiffs of any infirmity in the claims asserted in the Action.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (12.1 This Agreement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 it: (a) shall not be offered or received against any Defendant as evidence of the Defendants’ Releasees as 15 evidence of, or construed as, as or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees Defendant with respect to the 17 truth of any fact alleged by Plaintiffs any Plaintiff or the validity of any claim that was has been or could 18 have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 breach of duty, or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 Defendant; (b) shall not be offered or received against any of the Plaintiffs’ Releasees, Defendant as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendant; (c) shall not be offered or received against any Defendant as evidence of the Plaintiffs’ Releasees that any of their claims 7 are without merita presumption, that any of the Defendants’ Releasees had meritorious defenses, 8 concession or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or admission with respect to any liability, negligence, fault, breach of duty, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ ReleaseesDefendant, in any other civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Agreement; provided, however, that if this Agreement is approved by the Court, the Parties may refer to it to effectuate the liability protection granted them hereunder; (d) shall not be construed against any Defendant as an admission or concession that the consideration to be given hereunder represents the amount that could be or would have been recovered after trial; and (e) shall not be construed as or received in evidence as an admission, concession or presumption against any Class Representative or any member of the Class that any of their claims are without merit, or that any defenses asserted by any Defendants have any merit, or that damages recoverable under the Action would not have exceeded the Gross Settlement Fund.

No Admission of Wrongdoing. 26 37. Neither the Term Sheet; Sheet nor this Stipulation (whether or not consummated), 9 including 27 the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that 28 may be approved by the Court); , the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; , nor any 1 proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Stipulation and/or approval 13 of the 2 Settlement (including any arguments proffered in connection therewith): 14 (): 3 a) shall be offered against any of the Defendants’ Defendant’s Releasees as 15 evidence of, or 4 construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ 5 Defendant’s Releasees with respect to the 17 truth of any fact alleged by Plaintiffs Lead Plaintiff or the validity 6 of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or 7 could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, 8 fault, 20 or other wrongdoing of any kind of any of the Defendants’ Defendant’s Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred 9 to for any other reason as against any of the Defendants’ Defendant’s Releasees, in any 2 civil, criminal, criminal or 10 administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate 11 the provisions of this Stipulation; 4 (; 12 b) shall be offered against any of the Plaintiffs’ Plaintiff’s Releasees, as 5 evidence of, or 13 construed as, or deemed to be evidence of any presumption, 6 concession, concession or admission by any of the Plaintiffs’ 14 Plaintiff’s Releasees that any of their claims 7 are without merit, that any of the Defendants’ Defendant’s Releasees 15 had meritorious defenses, 8 or that damages recoverable under the Complaint would not have 16 exceeded the 9 Settlement Amount, Amount or with respect to any liability, negligence, fault, fault or wrongdoing 10 of 17 any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Plaintiff’s Releasees, 18 in any civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be 19 necessary to effectuate the provisions of thisthis Stipulation; or 20 c) shall be construed against any of the Releasees as an admission, concession, 21 or presumption that the consideration to be given hereunder represents the amount which could be 22 or would have been recovered after trial; 23 provided, however, that if this Stipulation is approved by the Court, the Parties and the Releasees 24 and their respective counsel may refer to it to effectuate the protections from liability granted 25 hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. 10.1 Neither the Term Sheet; Settlement, this Stipulation Settlement Agreement (whether or not consummated), 9 including the exhibits Exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the negotiations leading 11 to the execution of this Settlement Agreement and the Term Sheet and this Stipulation; Settlement, nor any proceedings proceedings, communications, drafts, documents or agreements taken 12 pursuant to or in connection with the Term Sheet, this StipulationSettlement Agreement, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 ): (a) shall be offered or received against or to the prejudice of any Defendant as evidence of the Defendants’ Releasees as 15 evidence of, or construed as, as or deemed to be evidence of any presumption, 16 concession, or admission by any Defendant of the Defendants’ Releasees with respect to the 17 truth of any fact alleged allegations by Plaintiffs or any Settlement Class Members or the validity of any claim that was has been or could 18 have been asserted in the Action, or the deficiency of any defense that has been or could have been 19 asserted in this the Action or in any other litigation, including, but not limited to, litigation of the Released Claims, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees Defendants or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 ; (b) shall be offered or received against any of the Plaintiffs’ Releasees, Defendant as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ ReleaseesParties, in any other civil, criminal, or administrative action or proceeding; provided, 12 other than such proceedings as however, that if this Settlement Agreement is approved by the Court, the Released Parties may be necessary refer to it to effectuate the provisions release granted them hereunder; or (c) shall be construed against Defendants, Plaintiffs, or the Settlement Class as evidence of thisa presumption, concession or admission that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial or in any proceeding other than this Settlement.

No Admission of Wrongdoing. 1. Neither the Term Sheet; this Stipulation Settlement Agreement (whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; Settlement Agreement, nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Settlement Agreement and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 ): (a) shall be offered against any of the Defendants’ Releasees as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Lead Plaintiffs or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, criminal or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 Settlement Agreement; (b) shall be offered against any of the Plaintiffs’ Releasees, Releasees as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, concession or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, Amount or with respect to any liability, negligence, fault, fault or wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releasees, in any civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement Agreement; or (c) shall be construed against any of the Plaintiffs’ Releasees or the Defendants and the other Defendants’ Releasees as an admission, concession, or presumption that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial; provided, however, that if this Settlement Agreement is approved by the Court, the Plaintiffs’ Releasees and the Defendants and the other Defendants’ Releasees and their respective counsel may refer to it to effectuate the protections from liability granted hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (8.1 This Settlement Agreement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the District Court); the negotiations leading 11 to the execution of the Term Sheet , and this Stipulation; nor any proceedings taken 12 pursuant to this Settlement Agreement, any materials created by or in connection with the Term Sheetreceived from another Party that were used in, this Stipulationobtained during, and/or approval 13 of the Settlement (including any arguments proffered or related to settlement discussions, including, but not limited to all negotiations, documents, and statements in connection therewith): 14 (a) , shall not be offered or received against any of the Defendants’ Releasees Parties as 15 evidence of, of or construed as, as or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of (a) any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ ReleaseesParties, in any 2 civil, criminal, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ ReleaseesParties, in any other civil, criminal, or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement Agreement, (c) a presumption, STIPULATION AND AGREEMENT OF SETTLEMENT OF LITIGATION – MASTER FILE NO. C-06-4165 PJH concession, or admission by any of the Individual Defendants or VeriSign with respect to the truth of any fact alleged in the Federal Action, the Santa Xxxxx Action or the State Derivative Action, or the validity of any of the claims or the deficiency of any defense that was or could have been asserted in the respective Actions, (d) a presumption, concession, or admission by the Federal Plaintiffs, the Santa Xxxxx Action Plaintiffs, the State Derivative Action Plaintiff, and VeriSign, of any infirmity in the claims asserted, or (e) an admission or concession that the consideration to be given hereunder represents the consideration which could be or would have been recovered at trial. 8.2 Nothing herein, however, shall prevent any of the Parties from using this Settlement Agreement, or any document or instrument delivered hereunder (a) to effect or obtain District Court approval of this Settlement Agreement, (b) to enforce the terms of this Settlement Agreement, (c) for purposes of defending, on the grounds of res judicata, collateral estoppel, release, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim, any of the Claims asserted in the Federal Action, Santa Xxxxx Action, or State Derivative Action against any of the Parties released pursuant to this Settlement Agreement, or (d) as otherwise required by law.

No Admission of Wrongdoing. 4 36. Neither the Term Sheet; this Stipulation (whether or not consummated), 9 including the exhibits 5 hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be 6 approved by the Court); , the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; , nor any 7 proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Stipulation and/or approval 13 of the 8 Settlement (including any arguments proffered in connection therewith): 14 ): (a) shall be offered against any of the Defendants’ Releasees as 15 evidence of, or 10 construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of 11 the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs or the validity 12 of any claim that was or could 18 have been asserted or the deficiency of any defense that has been 13 or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, 14 fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred 15 to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminal, criminal or 16 administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate 17 the provisions of this Stipulation; 4 18 (b) shall be offered against any of the Plaintiffs’ Releasees, as 5 evidence of, or 19 construed as, or deemed to be evidence of any presumption, 6 concession, concession or admission by any of the 20 Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ 21 Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not 22 have exceeded the 9 Settlement Amount, Amount or with respect to any liability, negligence, fault, fault or 23 wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 24 Plaintiffs’ Releasees, in any civil, criminal, criminal or administrative action or proceeding, 12 other than such 25 proceedings as may be necessary to effectuate the provisions of thisthis Stipulation; or 26 1 (c) shall be construed against any of the Releasees as an admission, concession, 2 or presumption that the consideration to be given hereunder represents the amount which could be 3 or would have been recovered after trial; 4 provided, however, that if this Stipulation is approved by the Court, the Parties and the Releasees 5 and their respective counsel may refer to it to effectuate the protections from liability granted 6 hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (10.1 The Settlement Agreement, whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet and this Stipulation; nor any proceedings taken 12 pursuant to it, is for settlement purposes only and entered into solely for the purpose of avoiding possible future expenses, burdens, or distractions of litigation, and Defendants and the Released Parties deny any and all wrongdoing. Defendants and the Released Parties deny all liability to the Plaintiff and Class Members, deny all of the claims made in the Action, deny all allegations of wrongdoing made in any of the complaints in this Action, and deny that the Plaintiff, the Class Members, the Plan, or any of the Plan’s current or former participants suffered any losses. Defendants and the Released Parties further maintain that they acted prudently and loyally at all times when acting in any fiduciary capacity with respect to the Plan. This Settlement Agreement, and the discussions between the Parties preceding it, shall in no event be construed as, or be deemed to be evidence of, an admission or concession on Defendants’ or the Released Parties’ part of any fault or liability whatsoever. 10.2 The Settlement Agreement, whether or not consummated, and any negotiations, proceedings, or agreements relating to the Settlement Agreement, and any matters arising in connection with the Term Sheetsettlement negotiations, this Stipulationproceedings, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 or agreements: (a) shall not be offered or received against Defendants or any of the Defendants’ Releasees Released Parties as 15 evidence of, or be construed as, as or deemed to be evidence of of, any presumption, 16 concession, or admission by any Defendants or a Released Party of the Defendants’ Releasees with respect to the 17 truth of any fact alleged by Plaintiffs Plaintiff or the validity of any claim that was has been or could 18 have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been 19 asserted in this the Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing on the part of any kind of Defendants or any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminalReleased Parties, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions appropriateness of this Stipulation; 4 certifying a non-settlement class; (b) shall not be offered or received against Defendants or any of the Plaintiffs’ Releasees, Released Parties as 5 evidence of, or construed as, or deemed to be evidence of any a presumption, 6 concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by Defendants or any of the Released Parties; (c) shall not be offered or received against Defendants or any of the Released Parties as evidence of a presumption, concession, or admission by any of the Plaintiffs’ Releasees that any of their claims 7 are without merit, that any of the Defendants’ Releasees had meritorious defenses, 8 or that damages recoverable under the Complaint would not have exceeded the 9 Settlement Amount, or with respect to any liability, negligence, fault, or wrongdoing 10 of any kindwrongdoing, or in any way referred to for any other reason as against Defendants or any of the 11 Plaintiffs’ ReleaseesReleased Parties, in any other civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Settlement Agreement; provided, however, that if this Settlement Agreement is approved by the Court, Defendants or the Released Parties may refer to it to effectuate the liability protection granted them hereunder; and (d) shall not be construed against Defendants or any of the Released Parties as an admission or concession that the consideration to be given hereunder represents the amount which could or would have been recovered after trial of the Action.

No Admission of Wrongdoing. Neither the Term Sheet; this Stipulation (whether or not consummated), 9 including the exhibits hereto and the Plan of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); , the Supplemental Agreement, the negotiations leading 11 to the execution of this Stipulation or the Term Sheet and this Stipulation; Supplemental Agreement, nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this Stipulation, Stipulation and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 (a) shall be offered against any of the Defendants’ Defendant Releasees as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or admission by any of the Defendants’ Defendant Releasees with respect to the 17 truth of any fact alleged by Plaintiffs Lead Plaintiff or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigation, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Defendant Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Defendant Releasees, in any 2 civil, criminal, criminal or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Plaintiff Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, concession or admission by any of the Plaintiffs’ Plaintiff Releasees that any of their claims 7 are is without merit, that any of the Defendants’ Defendant Releasees had meritorious defenses, 8 or that damages recoverable under the Amended Complaint would not have exceeded the 9 Settlement Amount, Amount or with respect to any liability, negligence, fault, fault or wrongdoing 10 of any kind, or in any way referred to for any other reason as against any of the 11 Plaintiffs’ Plaintiff Releasees, in any civil, criminal, criminal or administrative action or proceeding, 12 other than such proceedings as may be necessary to effectuate the provisions of thisthis Stipulation; or (c) shall be construed against any of the Releasees as an admission, concession, or presumption that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial; provided, however, that if this Stipulation is approved by the Court, the Parties and the Releasees and their respective counsel may refer to it to effectuate the protections from liability granted hereunder or otherwise to enforce the terms of the Settlement.

No Admission of Wrongdoing. Neither 10.1 Defendants have denied, and continue to deny, that they have committed any violation of the Term Sheet; federal securities laws or other laws, and have denied and continue to deny all allegations of wrongdoing or liability whatsoever with respect to the Released Claims, including any and all facts or claims alleged in the Action. Defendants state that they are agreeing to this Stipulation (whether or not consummated)settlement solely because it will eliminate the burden, 9 including the exhibits hereto expense, and uncertainties of further litigation and the Plan concomitant distraction of Allocation contained therein (or any 10 other plan of allocation that may be approved by the Court); the negotiations leading 11 to the execution of the Term Sheet resources and this Stipulation; nor any proceedings taken 12 pursuant to or in connection with the Term Sheet, this efforts from their businesses. 10.2 This Stipulation, and/or approval 13 of the Settlement (including any arguments proffered in connection therewith): 14 (a) shall be offered against and any of the Defendants’ Releasees its terms, any agreement or order relating thereto, and any payment or consideration provided for herein, is not and shall not be construed as 15 evidence of, or construed as, or deemed to be evidence of any presumption, 16 concession, or an admission by any of the Defendants’ Releasees with respect to the 17 truth Defendants of any fact alleged by Plaintiffs or the validity of any claim that was or could 18 have been asserted or the deficiency of any defense that has been or could have been 19 asserted in this Action or in any other litigationfault, wrongdoing, or of any liability, negligence, fault, 20 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way 21 Stipulation and Agreement of Settlement 42 1 referred to for any other reason as against any of the Defendants’ Releasees, in any 2 civil, criminalliability whatsoever, or administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of this Stipulation; 4 (b) shall be offered against any of the Plaintiffs’ Releasees, as 5 evidence of, or construed as, or deemed to be evidence of any presumption, 6 concession, or an admission by any of the Plaintiffs’ Releasees that Plaintiffs of any lack of merit of their claims 7 are without meritagainst the Defendants. This Stipulation, that and any of the Defendants’ Releasees had meritorious defensesits terms, 8 and any agreement or that damages recoverable under the Complaint would order relating thereto, shall not have exceeded the 9 Settlement Amountbe deemed to be, or with respect offered by any Settling Party to any liability, negligence, fault, or wrongdoing 10 of any kind, or be received in any way referred to for any other reason as against any of the 11 Plaintiffs’ Releasees, evidence in any civil, criminal, administrative, or administrative action or other proceeding, 12 other than such proceedings or utilized in any manner whatsoever as, a presumption, a concession, or an admission of any fault, wrongdoing, or liability whatsoever on the part of any Defendant; provided, however, that nothing contained in this paragraph shall prevent this Stipulation (or any agreement or order relating thereto) from being used, offered, or received in evidence in any proceeding to approve, enforce, or otherwise effectuate the settlement (or any agreement or order relating thereto) or the Final Judgment, or in which the reasonableness, fairness, or good faith of the Parties in participating in the settlement (or any agreement or order relating thereto) is in issue, or to enforce or effectuate provisions of this settlement, the Final Judgment, or the Proofs of Claim and Release as may be necessary to effectuate the Defendants, Lead Plaintiffs, or the Members. The Final Judgment shall contain a finding that, at all times in connection with the institution, prosecution, defense and/or resolution of the Action, no Party violated the provisions of thisRule 11 of the Federal Rules of Civil Procedure. While retaining their right to deny liability, Defendants state their belief that, based upon the publicly available information at the time, the action filed was not filed in bad faith and was not frivolous.