Common use of Preliminary Approval Motion Clause in Contracts

Preliminary Approval Motion. A. On such date as directed by the Court, Plaintiffs’ Counsel will file the Preliminary Approval Motion. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of the settlement at the earliest practicable date. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by (A) After the CourtParties’ execution of this Agreement and on or before August 21, Plaintiffs’ 2023, Class Counsel will file the a Motion for Preliminary Settlement Approval (“Preliminary Approval Motion. In connection ”) with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a) and 23(b)(3)Court. The Preliminary Approval Motion also will seek seek: (i) preliminary approval of this Agreement; (ii) the setting of date(s) for individuals to opt out of this Actionsubmit Claim Forms, Opt-Out Statements or provide objections to this Agreement, which period shall begin upon date will be sixty (60) days from the initial mailing of the Notice to the Class Members Members; (iii) the appointment of the Claims Administrator to administer the settlement; (iv) the appointment of Plaintiff’s Counsel as counsel for the NYLL Class and conclude thirty FLSA Class; and (30v) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting scheduling of a Fairness Hearing for Final Approval of the settlement before the Court at the earliest practicable date. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named . Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide Defendant with a draft copy of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to at least five (5) days before filing so that the Parties can jointly file the Preliminary Approval Motionit. In the event Defendants do Defendant will not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to provided it is consistent with the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motionterms of this Settlement Agreement. C. (B) If the Court denies the Preliminary Approval Motion, unless the Parties parties jointly agree to seek reconsideration of the ruling ruling, to appeal the ruling, or to seek Court approval of a renegotiated settlement, the Action Litigation will resume continue as if no settlement had been attempted, and this Agreement shall be null and void. Defendant retains the right to contest whether the Litigation should be maintained as a class action and to contest the merits of the claims being asserted in the Litigation, including without limitation, contesting whether the Litigation is appropriate to proceed as a class and/or collective action. D. (C) The Parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by the CourtUpon complete execution of this Agreement, Plaintiffs’ Class Counsel will shall file the a Motion for Preliminary Settlement Approval (“Preliminary Approval Motion”). In connection with the Preliminary Approval Motion, Plaintiffs’ Class Counsel will submit to the Court an executed copy of this Agreement; Court: (1) the proposed Allocation Plan; a proposed Notice; a (2) the proposed Claim Form; (3) the proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a(4) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out an executed version of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of the settlement at the earliest practicable date. B. In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will shall inform the Court of the intended process to obtain a “Final Approval Order” in accordance with the Court-approved schedule, so that willat the completion of the Fairness Hearing, inter aliathe Court may, among other things: (1) approve the proposed settlement, including the Allocation Plan, settlement as fair, adequate and reasonable; (2) incorporate the terms of the Releasereleases, as described hereinset forth in Section 3.7 hereof; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel Class Counsel’s Costs and Fees, including, but not limited to, the Settlement Claims Administrator’s professional fees and costs; and , (5) award a the Service Award Award; and (6) authorize distribution and payment to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel Authorized Claimants. C. Plaintiffs will provide a draft “Microsoft Word” version of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not including the Memorandum of Law and Declaration in Support, to oppose Defendants’ Counsel reasonably in advance of any deadline to file the relief sought in same for review and comment and upon completion of such review, file the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and motion as “unopposed.” Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motionoppose such application, however, if it is inconsistent with the terms and conditions of this Agreement. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by the Court, Plaintiffs’ Counsel (A) Plaintiffs will file the Preliminary Approval Motion. The Preliminary Approval Motion will be provided to Defendant for review and approval at least seven (7) days prior to filing with the Court, and Plaintiffs will consider and discuss Defendant’s reasonable comments. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel Plaintiffs will submit to the Court an executed copy of this Agreement; Stipulation with all exhibits, including the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a. (B) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt opt-out of this ActionAgreement, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of for a Fairness Hearing for Final Approval of the settlement Settlement before the Court at the earliest practicable date. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will inform the Court of the intended process to obtain a “Final Approval Order” and a “Judgment of Dismissal” that will, inter aliaamong other things: (1) approve the proposed settlement, including the Allocation Plan, settlement as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action Litigation with prejudice; (4) award Plaintiffs’ Class Counsel fees and costs; and (5) award a Service Award Awards to the Named Plaintiff and Opt-In Plaintiffs as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so Provided that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do terms of this Stipulation are adhered to, and Defendant’s reasonable changes are incorporated, Defendant will not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. (D) The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final final Judgment and Dismissaldismissal.

Preliminary Approval Motion. A. On such date As soon as directed by practical after the execution of this Agreement, Class Plaintiff shall promptly submit for the Court, Plaintiffs’ Counsel will file ’s consideration a motion for preliminary approval of the Settlement seeking entry of the Preliminary Approval MotionOrder. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel The motion will submit be subject to review by Defendant. Pursuant to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order motion for preliminary approval, Class Plaintiff will request that that: i. the Rule 23 Court conditionally certify the Settlement Class be certified for settlement purposes only and will include appoint Class Counsel for the findings required by Settlement Class; ii. the Court preliminarily approve this Agreement and the Settlement reflected herein as fair, adequate and reasonable to the Settlement Class; iii. the Court approve the form of Class Notice and find that the notice program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement Class and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23(a) 23 and 23(b)(3)due process; iv. The Preliminary Approval Motion also will seek the setting of date(s) for individuals Court direct that notice be provided to opt out of this Actionthe Settlement Class, or provide objections to in accordance with this Agreement, which period shall begin upon the initial mailing within 21 calendar days following entry of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek Order (the setting “Notice Deadline”); v. the Court establish a procedure for any class members to object to the Settlement or exclude themselves from the Settlement Class; vi. the Court set a deadline 60 calendar days after the Notice Deadline, after which no one shall be allowed to object to the Settlement or exclude himself or herself from the Settlement (the “Opt-Out and Objection Deadline”); vii. the Court set a deadline 60 calendar days after the Notice Deadline for all claims to be received or post marked and approve the claims process described herein for the Settlement Class; viii. the Court set a deadline for filing applications for attorneys’ fees, costs, and expenses and a service payment; ix. the Court set all other deadlines for filing motions, responding to objections or any other actions required by the Parties, Class Counsel, or the Settlement Class; x. the Court, pending determination of whether the Settlement should be finally approved, bar and enjoin all persons in the Settlement Class, individually, and on a Fairness Hearing for representative basis or other capacity, from commencing or prosecuting against the Released Parties in any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims unless they timely opt-out; xi. the Court, pending final determination of whether the Settlement should be approved, stay all proceedings as set forth herein except those related to effectuating the Settlement; and xii. the Court shall schedule a hearing to consider Final Approval of the settlement at the earliest practicable date. B. In Settlement, which shall be scheduled no earlier than 110 after entry of the Preliminary Approval Motion, Plaintiffs’ Counsel will inform Order. In the event that the Court of does not enter the intended process Preliminary Approval Order in a form substantially the same as in the attached Exhibit 5 and without material change, the Parties shall have the right to obtain a Final Approval that will, inter alia: (1) approve terminate this Agreement and the proposed settlement, including the Allocation Plan, Settlement as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. PlaintiffsWhile materiality remains subject to the Parties’ Counsel will provide a draft of determination in their reasonable discretion, material changes shall not include any changes to the legal reasoning or format used by the Court to justify the substantive relief sought by the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval MotionOrder. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date (A) Upon execution of this Agreement, Defendants’ Counsel shall execute a stipulation reflecting the Parties’ agreement that the Amended Complaint, as directed by annexed as Exhibit F, shall be used as the operative complaint for the purposes of Settlement. Upon execution of this Agreement, Plaintiffs shall file the Amended Complaint. To the extent that any application to the Court needs to be made to further amend the complaint during the course of Settlement, Defendants shall work cooperatively with Plaintiffs to achieve the filing. Once the Amended Complaint is filed with the Court, Plaintiffs’ Counsel the Parties will make all applications, correspondence, requests, and motions utilizing the caption of the Amended Complaint. (B) Plaintiffs shall file a Motion for an Order Preliminarily Approving the Class and Collective Action Settlement and Conditionally Certifying the FLSA Class for Settlement Purposes Only (“the Preliminary Approval Motion”). The Preliminary Approval Motion will be provided to Defendants for review and approval at least ten (10) days prior to filing with the Court, and Plaintiffs will review and may accept Defendants’ proposed changes. Defendants shall provide proposed changes within five (5) days of receipt. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel Plaintiff will submit to the Court an executed copy of this Agreement; , including all exhibits such as the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(aattached here as Exhibit D. (C) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Actionopt-out, elect to participate, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of for a Fairness Hearing for Final Approval of before the settlement Court at the earliest practicable date. B. (D) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will inform the Court of the intended process to obtain a “Final Approval Order” and a “Judgment of Dismissal” that will, inter aliaamong other things: (1) approve the proposed settlement, including the Allocation Plan, settlement as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action Litigation with prejudice; (4) award Plaintiffs’ Class Counsel fees and costs; and (5) award a Service Award Awards to the Named Plaintiff Plaintiffs as more fully set forth herein. Plaintiffs’ Counsel will provide a draft Provided that the terms of the Preliminary Approval Motion to this Agreement are adhered to, and Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file reasonable changes are incorporated into the Preliminary Approval Motion, Defendants agree may not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. (E) The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and of Dismissal.

Preliminary Approval Motion. A. On such date As soon as directed practical after the execution of this Agreement by all Parties, Class Plaintiff will move the Court, Plaintiffs’ Counsel will file Court for entry of the Preliminary Approval MotionOrder in substantially the same form attached as Exhibit 3. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit Pursuant to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order motion for preliminary approval, Class Plaintiff will request that (and Defendant will not oppose): (A) The Court conditionally certify the Rule 23 Settlement Class be certified for settlement purposes only and will include appoint Class Counsel for the findings required by Class; (B) The Court preliminarily approve this Agreement and the Settlement reflected herein as fair, adequate and reasonable to the Settlement Class; (C) The Court approve the form of Class Notice and find that the notice program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement Class and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23(a23; (D) and 23(b)(3). The Preliminary Approval Motion also will seek Court direct that notice be provided to the setting of date(s) for individuals to opt out of this ActionSettlement Class, or provide objections to in accordance with this Agreement, which period shall begin upon the initial mailing within forty-five (45) days following entry of the Preliminary Approval Order (the “Notice Deadline”); (E) The Court establish a procedure for any class members to object to the Settlement or exclude themselves from the Settlement Class Members and conclude thirty in accordance with this Agreement; (30F) The Court set a deadline sixty (60) days before after the Fairness Hearing. Notice Deadline, after which no one will be permitted to object to the Settlement or exclude himself or herself or seek to intervene (the “Opt-Out and Objection Deadline”); (G) The Preliminary Approval Motion will also seek Court approve the setting Claim Form and the claims process described herein for the Settlement Class; (H) The Court set the Claim Period for the submission of Claims to end sixty (I) The Court, pending determination of whether the Settlement should be finally approved, bar and enjoin all persons in the Settlement Class, individually, and on a Fairness Hearing for representative basis or other capacity, from commencing or prosecuting against any of the Released Parties any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims unless they timely opt-out, except that members of the Settlement Class may participate in any regulatory or government proceeding or investigation; (J) The Court, pending final determination of whether the Settlement should be approved, stay all proceedings except those related to effectuating the Settlement; and (K) The Court schedule a hearing to consider Final Approval of the settlement at Settlement, which, subject to Court approval, should be scheduled no earlier than forty- five (45) days after the earliest practicable dateOpt-Out and Objection Deadline. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by (A) Within thirty (30) days following the CourtParties’ execution of this Agreement, Plaintiffs’ Class Counsel will file in the United States District Court for the Eastern District of New York, a Motion for Preliminary Settlement Approval, memorandum of law in support thereof, proposed Notice to Class Members, Claim Form, and Proposed Order (“Preliminary Approval Motion. In connection ”), which is consistent with the Agreement. Class Counsel will provide Defendants’ Counsel the opportunity to review the memorandum of law five (5) days prior to filing. The Preliminary Approval Motion, Plaintiffs’ Counsel Motion will submit seek a settlement class pursuant to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a(“Rule”) 23(e) and 23(b)(323(b)(2) and (b)(3). , with an opt out right. (B) The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, Agreement or provide objections to this Agreement, which period shall begin upon date will be forty-five (45) days from the initial mailing delivery of the Notice to the Class Members Members, and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of for a Fairness Hearing for Final Approval final approval of the settlement Settlement before the Court at the earliest practicable date. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will seek to certify a Rule 23(b)(3) settlement class, with an opt out right, and inform the Court of the intended process to obtain a Final Approval Order that will, inter aliaamong other things, seek to: (1) approve the proposed settlement, including the Allocation Plan, Settlement as fair, adequate adequate, and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action Litigation with prejudice; (4) award Plaintiffs’ Class Counsel their fees and costs; and (5) award pay a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval MotionPlaintiff. C. (D) If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree will work together in good faith to revise the Agreement to address the Court’s concerns, seek reconsideration of reconsideration, and/or appeal the ruling Court’s decision. If these efforts are ultimately unsuccessful or to seek Court approval of a renegotiated settlementsettlement class is not certified, the Action Litigation will resume as if no settlement had been attempted, and this Settlement will be null and void, with no force and effect. D. (E) The Parties will work together, diligently and in good faith, regarding all aspects of the settlement approval process, including to expeditiously obtain expeditiously a Preliminary Approval Order, Order and Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date As soon as directed by practical after the Courtexecution of this Agreement, Plaintiffs’ Counsel will file the Parties shall move the District Court for entry of the Preliminary Approval MotionOrder substantially in the form attached as Exhibit 4. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit Pursuant to the Court an executed copy of this Agreement; motion for preliminary approval, the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order Parties will request that: (A) The District Court preliminarily approve this Agreement and the Settlement reflected herein as fair, adequate, and reasonable to the Class; (B) The District Court approve the form of Class Notice and find that the Rule 23 notice program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Class be certified for settlement purposes and will include fully satisfies the findings required by requirements of due process and Federal Rule of Civil Procedure 23(a23; (C) and 23(b)(3). The Preliminary Approval Motion also will seek District Court direct that notice be provided to the setting of date(s) for individuals to opt out of this ActionClass, or provide objections to in accordance with this Agreement, which period shall begin upon the initial mailing within twenty-one (21) days following entry of the Preliminary Approval Order (the “Notice Deadline”); (D) The District Court shall establish a procedure for any class members to Class Members and conclude thirty opt-out or object to the Settlement; (30E) The District Court shall set a deadline sixty (60) days before after the Fairness Hearing. Notice Deadline, after which no one shall be allowed to submit claims, object to the Settlement, or exclude himself or herself, or seek to intervene (the “Opt-Out and Objection Deadline”); (F) The Preliminary Approval Motion will also seek District Court shall approve the setting claims process described herein for the Class; (G) The District Court shall, pending determination of whether the Settlement should be finally approved, bar and enjoin all persons in the Class, individually, and on a Fairness Hearing for representative basis or other capacity, from commencing or prosecuting against any of the Released Parties in any action, arbitration, or proceeding in any court, arbitration forum, or tribunal asserting any of the Released Claims unless they timely opt-out, except, however, no Class Member is precluded from (H) The District Court shall, pending final determination of whether the Settlement should be finally approved, stay all proceedings between the Parties except those related to effectuating the Settlement; and (I) The District Court shall schedule a hearing to consider Final Approval of the settlement at Settlement, which shall be scheduled no earlier than sixty (60) days after the earliest practicable dateOpt-Out and Objection Deadline. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by Plaintiff will move the Court, Plaintiffs’ Counsel will file Court for entry of the Preliminary Approval Motion. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a) and 23(b)(3). The Preliminary Approval Motion also will seek Order shall specifically include provisions that: (a) preliminarily approve the setting Settlement reflected herein as fair, adequate, and reasonable to the Settlement Class, and within the reasonable range for possible final approval; (b) conditionally certify the Settlement Class for settlement purposes only and appoint Class Counsel as counsel for the Settlement Class for settlement purposes only; (c) approve the forms of date(sNotice and find that the Notice Program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement Class, and fully satisfies the requirements of due process and Mass. Gen. Laws ch. 93A § 9; (d) for individuals direct that Notice be provided to opt out of this Actionthe Settlement Class, or provide objections to in accordance with this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude within thirty (30) days before following entry of the Fairness Hearing. The Preliminary Approval Motion will also seek Order (the setting “Notice Deadline”); (e) establish a procedure for persons in the Settlement Class to object to the Settlement, and set a date sixty (60) days after the Notice Deadline, after which no one shall be allowed to object to the Settlement (i.e., the Objection Deadline); (f) pending final determination of whether the Settlement should be approved, bar and enjoin, in accordance with applicable law, persons in the Settlement Class, directly, on a Fairness Hearing for representative basis, or in any other capacity, from commencing or prosecuting against any of the Released Parties any action, arbitration, or proceeding in any court, arbitration forum, or tribunal asserting any of the Released Claims; (g) pending final determination of whether the Settlement should be approved, stay all proceedings in the Action except those related to effectuation of the Settlement; and (h) schedule a hearing on Final Approval of the settlement at Settlement, which shall be scheduled no earlier than thirty (30) days after the earliest practicable dateObjection Deadline. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by (A) Within ten (10) days following the CourtParties’ execution of this Agreement, Plaintiffs’ Class Counsel will file with the Court a Motion for Preliminary Settlement Approval (“Preliminary Approval Motion. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit to the Court an executed copy of this Agreement; ”) which shall include (1) the proposed Allocation PlanNotices and Claim Forms, attached hereto as Exhibits A and B, respectively; a proposed Notice; (2) a proposed Preliminary Approval Order; (3) an executed version of this Agreement; and (4) necessary documents, memoranda, affidavits, and exhibits for purposes of certification of a proposed Claim Form. The proposed Preliminary Approval Order will request that the Class under Federal Rule 23 Class be certified of Procedure 23(b)(2) and (b)(3) for settlement purposes only, and will include preliminarily approving the findings required by Federal Rule of Civil Procedure 23(aSettlement. (B) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) the Bar Date for individuals Class Members to opt out of this Action, or provide objections to this Agreementsubmit a Claim Form, which period shall begin upon date will be sixty (60) days from the initial mailing of Notice and Claim Forms to Class Members, or, for Class Members for whom the Notice to Class Members and conclude Claim Form was re-mailed, thirty (30) days before the Fairness Hearingfrom re-mailing. The Preliminary Approval Motion will also seek the setting of a date for Class Members to opt out, or provide objections to this Agreement, which date will be forty-five (45) days from the mailing of the Notice and Claim Forms to Class Members, or, for Class Members for whom a Notice and Claim Form was re-mailed, thirty (30) days from re- mailing, and for a Fairness Hearing for Final Approval of the settlement Settlement before the Court at the earliest practicable date. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will seek to certify a Rule 23(b)(2) and 23(b)(3) class, and inform the Court of the intended process to obtain a Final Approval Order that will, inter aliaamong other things, seek to: (1) approve the proposed settlement, including the Allocation Plan, Settlement as fair, adequate adequate, and reasonable; (2) incorporate the terms of the FCRA and CHRIA Release, as described set forth herein; (3) dismiss the Action Litigation with prejudice; (4) award PlaintiffsClass Counsel attorneys’ Counsel fees and costs; and (5) award a Service Award Awards to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. (D) If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree will work together in good faith to revise the Agreement to address the Court’s concerns, seek reconsideration of reconsideration, and/or appeal the ruling Court’s decision. If these efforts are ultimately unsuccessful or to seek Court approval of a renegotiated settlementClass is not certified, the Action Litigation will resume as if no settlement had been attempted, and this Settlement will be null and void, with no force and effect. D. (E) The Parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissalall other aspects of the settlement approval process.

Preliminary Approval Motion. A. (A) On such date as directed by or before August 12, 2020, the Court, Plaintiffs’ Counsel will file Parties shall move for Preliminary Approval of this Agreement for purposes of resolving this matter according to the terms of the Agreement (the “Preliminary Approval Motion. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a”). (B) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals approval as to opt out of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing form and content of the proposed Notice to Class Members of settlement of the Litigation, attached here as Exhibit A; and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a date for a Fairness Hearing for Final Approval final approval of the settlement at before the earliest practicable dateCourt. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1C) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree shall in good faith mutually work cooperatively to seek reconsideration of provide a supplement or amendment to the ruling or Court in due haste. If the Parties’ attempt to seek secure Court approval of a renegotiated settlementsettlement is denied, the Action Litigation will resume proceed as if no settlement had has been attempted. D. The , and the Parties will work togetheragree that neither this Agreement, diligently and nor any ancillary documents, actions, statements, or filings in good faithfurtherance of settlement shall be admissible or offered or useable in the Litigation or any other action or proceeding for any purpose whatsoever. Additionally, in that event, Defendant retains all rights, including but not limited to the rights to contest whether this case should be maintained as a class or collective action, to obtain expeditiously a Preliminary Approval Order, Final Approval Ordercontest the merits of the claims being asserted against it in the Litigation, and Final Judgment to assert its defenses. Plaintiff likewise retains all rights, including but not limited to the right to seek certification of a class action, and Dismissalthe Parties shall have the opportunity to engage in further class and expert discovery in accordance with applicable law.

Preliminary Approval Motion. A. On such date as directed by Promptly after the CourtExecution Date, Plaintiffs’ Counsel will the Receiver shall file in the Receivership Court the Preliminary Approval Motion. In connection with Motion in substantially the Preliminary Approval Motionform attached hereto as Exhibit “C,” requesting, Plaintiffs’ Counsel will submit to inter alia, the Court an executed copy entry of the Scheduling Order substantially in the form attached hereto as Exhibit “D,” granting, inter alia, the following relief: (a) preliminarily approving the Settlement and this Agreement; (b) approving the proposed Allocation Plan; a proposed content and plan for dissemination of the Notice and publication of Short Form Notice; a proposed Preliminary Approval Order(c) setting the date by which any objection to the Settlement or this Agreement must be filed; (d) setting the date by which any opposition to any filed objection must be filed; and (e) scheduling a proposed Claim Form. The proposed Preliminary Final Approval Order will request that Hearing to address final approval of the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this ActionSettlement, or provide objections to this Agreement, which period shall begin upon the initial mailing Receiver's proposed Distribution Plan, the Receiver's request for approval of the Notice to Class Members professional fees and conclude thirty (30) days before expenses of the Fairness HearingReceiver's general counsel, Xxxxxx, and special counsel, Xxxxxxxxx Xxxxxx, and the entry of the Bar Order and Judgment. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of the settlement at the earliest practicable date. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft form of the Preliminary Approval Motion and the form of Scheduling Order as exhibited hereto are approved for filing. The entry of the Bar Order and Judgment by the Receivership Court and its becoming Final are conditions precedent to Defendants’ Counsel for review the effectiveness of this Agreement and comment the Settlement. If the Receivership Court declines to enter the Bar Order and Judgment or if the Bar Order and Judgment does not become Final, this Agreement shall be null and void ab initio and the Parties shall be returned to the status quo as it existed prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motionany of them having executed this Agreement. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date As soon as directed practical after the execution of this Agreement by all Parties, Class Plaintiff will move the Court, Plaintiffs’ Counsel will file Court for entry of the Preliminary Approval MotionOrder in substantially the same form attached as Exhibit 4. In connection with the Preliminary Approval Motion, Plaintiffs’ Counsel will submit Pursuant to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order motion for preliminary approval, Class Plaintiff will request that (and Defendant will not oppose): (A) The Court conditionally certify the Rule 23 Settlement Class be certified for settlement purposes only and will include appoint Class Counsel for the findings required by Federal Rule of Civil Procedure 23(aSettlement Class; (B) The Court preliminarily approve this Agreement and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of the settlement at the earliest practicable date. B. In the Preliminary Approval Motion, Plaintiffs’ Counsel will inform the Court of the intended process to obtain a Final Approval that will, inter alia: (1) approve the proposed settlement, including the Allocation Plan, Settlement as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award reasonable to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft Settlement Class; (C) The Court approve the form of Class Notice and find that the notice program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement (D) The Court direct that notice be provided to the Settlement Class, in accordance with this Agreement, within forty-five (45) days following entry of the Preliminary Approval Motion Order (the “Notice Deadline”); (E) The Court establish a procedure for any Settlement Class Members to Defendants’ Counsel object to the Settlement or exclude themselves from the Settlement Class in accordance with this Agreement; (F) The Court set a deadline sixty (60) days after the Notice Deadline, after which no one will be permitted to object to the Settlement or exclude himself or herself or seek to intervene (the “Opt-Out and Objection Deadline”); (G) The Court approve the Claim Form and the claims process described in this Agreement for review the Settlement Class; (H) The Court set the Claim Period for the submission of Claims to end sixty (60) days after the Notice Deadline; (I) The Court, pending determination of whether the Settlement should be finally approved, bar and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought enjoin all persons in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filedSettlement Class, individually, and Defendants reserve the right to submit their own Preliminary Approval Motion on a representative basis or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motionother capacity, unless the Parties jointly agree to seek reconsideration from commencing or prosecuting against any of the ruling Released Parties any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims unless they timely opt- out, except that members of the Settlement Class may participate in any regulatory or government proceeding or investigation; (J) The Court, pending final determination of whether the Settlement should be approved, stay all proceedings except those related to seek effectuating the Settlement; and (K) The Court approval of schedule a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, hearing to obtain expeditiously a Preliminary Approval Order, consider Final Approval Orderof the Settlement, which, subject to Court approval, should be scheduled no earlier than forty-five (45) days after the Opt-Out and Final Judgment and DismissalObjection Deadline.

Preliminary Approval Motion. A. On such date as directed by Promptly following execution of this Settlement Agreement, and no later than May 20, 2019, Plaintiff will move the Court, Plaintiffs’ Counsel will file Court for entry of the Preliminary Approval Motion. In connection with Order, which shall specifically include provisions that: (1) preliminarily approve the Preliminary Approval Motionsettlement reflected herein as fair, Plaintiffs’ Counsel will submit to adequate, reasonable, and within the Court an executed copy reasonable range of this Agreementpossible final approval; (2) conditionally certify the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Settlement Class be certified for settlement purposes only and will include appoint Class Counsel as counsel for the findings required by Settlement Class and Plaintiff as Class Representative; (3) approve the form of Class Notice and find that the notice program set forth herein constitutes the best notice reasonable and practicable under the circumstances, is due and sufficient notice to the Settlement Class, and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23(a23; (4) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) establish a procedure for individuals to opt out of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Settlement Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of to object to the settlement at or exclude themselves from the earliest practicable date. B. In Settlement Class, and set a date following entry of the Preliminary Approval MotionOrder, Plaintiffs’ Counsel will inform after which no one shall be allowed to object to the Court of settlement or opt-out/exclude himself or herself from the intended process Settlement Class or seek to obtain a Final Approval that will, inter alia: intervene in the Action; (15) approve the proposed settlement, including Claim Form and the Allocation Plan, as fair, adequate and reasonableclaims submission process described herein; (26) incorporate finally certify the Settlement Class; (7) pending final determination of whether the settlement should be approved, bar all persons in the Settlement Class, directly, on a representative basis, or in any other capacity from commencing or prosecuting against any of the Released Parties any action, arbitration, or proceeding in any court, arbitration forum, or tribunal asserting any of the Released Claims; (8) authorize the Parties, without further approval from the Court, to agree to and adopt such conforming amendments, modifications, and expansions of the Settlement Agreement and its implementing documents (including all exhibits to this Settlement Agreement) so long as they are consistent in all material respects with the terms of the Release, as described hereinFinal Approval Order and Judgment; (39) dismiss pending final determination of whether the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award settlement should be approved, stay all proceedings in the Action, except those related to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft effectuation of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, the Action will resume as if no settlement had been attempted. D. The Parties will work together, diligently and in good faith, to obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.; and

Preliminary Approval Motion. A. On such date as directed by the Court(A) The Parties will agree upon a form for written Notice of this Settlement Agreement to Settlement Class Members, Plaintiffs’ subject to Court approval. (B) Class Counsel will file in Court on a date mutually agreed upon by the Parties, a Motion for Preliminary Settlement Approval and Incorporated Memorandum of Law, proposed Notice to Settlement Class Members, and Proposed Order (“Preliminary Approval Motion. In connection ”), which is consistent with the Agreement. The Preliminary Approval MotionMotion will seek to certify a settlement class, Plaintiffs’ Counsel will submit to solely for the Court an executed copy purposes of this Settlement Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a. (C) and 23(b)(3). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, Agreement or provide objections to this Agreement, which period shall begin upon will be forty-five (45) days from the initial mailing delivery of the Notice to the Settlement Class Members Members, and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of for a Fairness Hearing for Final Approval of the settlement Settlement before the Court at the earliest practicable date, but at least 30 days after the close of the Acceptance Period. B. (D) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will seek to certify, solely for the purposes of this Settlement Agreement, a settlement class, with an opt- out right, and inform the Court of the intended process to obtain a Final Approval Order that will, inter aliaamong other things, seek to: (1) approve the proposed settlement, including the Allocation Plan, Settlement as fair, adequate adequate, and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action matter with prejudice; and (4) award Plaintiffs’ Class Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree will work together in good faith to seek reconsideration address the Court’s concerns. (E) In the Preliminary Approval Motion, Class Counsel shall petition the Court for an order, pending a Final Approval Order, preliminarily enjoining each Settlement Class Member, including any members who make an irrevocable election to exclude themselves from the monetary relief provisions of the Settlement, from commencing, prosecuting, or maintaining in any court other than this Court any claim, action, or other proceeding that challenges or seeks review of or relief from any order, judgment, act, decision, or ruling in this matter in connection with this Settlement Agreement. Class Counsel shall further petition the Court for an order effective as of the date specified for Settlement Class Members to opt out of the Settlement, further enjoining any Settlement Class Member who has not made an irrevocable election to exclude themselves from the monetary relief provisions of the Settlement from commencing, prosecuting, or to seek Court approval of a renegotiated settlementmaintaining, either directly, representatively, or in any other capacity, claims that would or could have been alleged in the Action will resume as if no settlement had been attemptedAction, including race and/or color discrimination, harassment, or retaliation claims. D. (F) The Parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissalall other aspects of the settlement approval process.

Preliminary Approval Motion. A. On such date as directed by (A) Following the CourtParties’ execution of this Agreement, Plaintiffs’ Class Counsel will file with the Court a Motion for Preliminary Settlement Approval, memorandum of law in support thereof, proposed Notice to Class Members, Claim Form, and Proposed Order (together the “Preliminary Approval Motion. In connection ”), that is consistent with the Agreement. The Preliminary Approval Motion, Plaintiffs’ Counsel Motion will submit seek a settlement class pursuant to the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a23(e) and 23(b)(3). , with an opt out right. (B) The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, Agreement or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty date will be ninety (3090) days before from the Fairness Hearing. The Preliminary Approval Motion will also seek date Notice is transmitted to the setting of Class Members, and for a Fairness Hearing for Final Approval of the settlement Settlement before the Court at the earliest practicable date. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will seek to certify a Fed. R. Civ. Proc. 23(b)(3) settlement class, with an opt out right, and inform the Court of the intended process to obtain a Final Approval Order that will, inter aliaamong other things: (1) approve the proposed settlement, including the Allocation Plan, Settlement as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action Litigation with prejudice; (4) award Plaintiffs’ Class Counsel fees and costs; and (5) award a Service Award Awards to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. (D) If the Court denies the Preliminary Approval Motion, unless the Parties jointly agree will work together in good faith to revise the Agreement to address the Court’s concerns, seek reconsideration of reconsideration, and/or appeal the ruling Court’s decision. Any disputes between the Parties will be submitted to the Mediator. If these efforts are ultimately unsuccessful or to seek Court approval of a renegotiated settlementsettlement class is not certified, the Action Litigation will resume as if no settlement had been attempted, and this Agreement will be null and void, with no force and effect. D. (E) The Parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissalall other aspects of the settlement approval process.

Preliminary Approval Motion. A. On such date as directed by the Court(A) Following execution of this Agreement, Plaintiffs’ Class Counsel will file the submit to Defendant’s Counsel a draft Motion for Preliminary Approval Motion. In connection and allow Defendant’s Counsel an opportunity to review and comment on the Motion to ensure it is consistent with this Agreement. (B) With the Preliminary Approval Motion, Plaintiffs’ Class Counsel will submit to the Court an executed copy Court, among other things: (1) a Notice of this AgreementProposed Settlement of Class Action Lawsuit and Fairness Hearing (in the form attached as Exhibit B); the proposed Allocation Plan; (2) a proposed NoticeOrder granting preliminary approval to the settlement (in the form attached as Exhibit D); a proposed Preliminary Approval Order(3) an Opt- Out Statement (in the form attached as Exhibit C); and a (4) proposed Claim FormIndividual Releases for Named Plaintiff and Additional Plaintiff’s claims (in the form attached as Exhibit A). The proposed Preliminary Approval Order Plaintiffs will request that seek, and Defendant will not oppose, for purposes of the settlement, conditional certification of the Class under Rule 23 Class be certified for settlement purposes and will include 23(b)(3) of the findings required by Federal Rule Rules of Civil Procedure 23(a) and 23(b)(329 U.S.C. §216(b). The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt out of this Action, or provide objections to this Agreement, which period shall begin upon the initial mailing of the Notice to Class Members and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of a Fairness Hearing for Final Approval of the settlement at the earliest practicable date. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will inform the Court of the intended process to obtain a “Final Approval that will, inter alia: Order” and a “Final Judgment.” (1D) approve If the proposed settlement, including the Allocation Plan, as fair, adequate and reasonable; (2) incorporate the terms of the Release, as described herein; (3) dismiss the Action with prejudice; (4) award Plaintiffs’ Counsel fees and costs; and (5) award a Service Award to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will provide a draft of Court does not grant the Preliminary Approval Motion to Defendants’ Counsel for review and comment prior to filing so that the Parties can jointly file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought enter an order in the Preliminary Approval Motion to form attached as Exhibit D hereto, the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. If the Court denies the Preliminary Approval Motion, unless the Parties parties jointly agree to negotiate in good faith over an alternative settlement and to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlementagreement or appeal of the ruling. In the event such efforts are unsuccessful, the Action Litigation will resume as if no settlement had been attempted. Defendant retains the right to contest whether the Litigation should be maintained as a class action and/or collective action and to contest the merits of the claims being asserted in the Litigation. D. (E) The Parties parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.

Preliminary Approval Motion. A. On such date as directed by (A) Following the CourtParties’ execution of this Agreement, Plaintiffs’ counsel will submit to Defendants’ Counsel will file a draft Motion for Preliminary Settlement Approval (the Preliminary Approval “Motion”) memorandum of law, and allow Defendants a reasonable opportunity to review the terms of the Motion to ensure that it is consistent with this Agreement. In connection with Plaintiff’s Counsel shall also draft and provide to Defendants’ counsel: (1) a Notice of Proposed Settlement of Class and Collective Action Lawsuit and Fairness Hearing; and (2) a proposed Order conditionally certifying for purposes of settlement the Rule 23 Class under Fed. R. Civ. P. 23 and preliminarily approving the settlement. Defendants shall have a reasonable period before the filing deadline to review and provide comments on these papers. (B) Once the parties have commented on and finalized the Preliminary Approval Motion, Plaintiffs’ Class Counsel will submit to file same with the Court an executed copy of this Agreement; the proposed Allocation Plan; a proposed Notice; a proposed Preliminary Approval Order; and a proposed Claim Form. The proposed Preliminary Approval Order will request that the Rule 23 Class be certified for settlement purposes and will include the findings required by Federal Rule of Civil Procedure 23(a) and 23(b)(3)Court. The Preliminary Approval Motion also will seek the setting of date(s) for individuals to opt opt-out of this Action, Agreement or provide objections to this Agreement, which period date shall begin upon be sixty (60) days from the initial mailing of the Notice to the Class Members Members, and conclude thirty (30) days before the Fairness Hearing. The Preliminary Approval Motion will also seek the setting of for a Fairness Hearing for Final Approval of the settlement at before the earliest practicable dateCourt. B. (C) In the Preliminary Approval Motion, Plaintiffs’ Class Counsel will inform the Court of the intended process to obtain a “Final Approval Order” and a “Judgment of Dismissal” that will, inter aliaamong other things, seek to: (1) approve the proposed settlement, including the Allocation Plan, settlement as fair, adequate and reasonable; (2) incorporate the terms of the Mutual Release, as described herein; (3) dismiss the Action Litigation, including all Counterclaims asserted by Defendants, with prejudice; (4) award Plaintiffs’ Class Counsel fees and costs; and (5) award a Service Award Awards to the Named Plaintiff as more fully set forth herein. Plaintiffs’ Counsel will ; and (6) provide a draft for continuing jurisdiction to enforce the terms of this Agreement until final payment has been made and all of the Settlement Amounts have been distributed. (D) The Parties expect that the Preliminary Approval Motion will not be opposed, but Defendants may respond to Defendants’ Counsel for review and comment prior the Preliminary Motion to filing so ensure that it is consistent with the Parties can jointly terms of this Agreement. Any responsive papers will be due seven (7) days after Plaintiffs file the Preliminary Approval Motion. In the event Defendants do not agree to jointly file the Preliminary Approval Motion, Defendants agree not to oppose the relief sought in the Preliminary Approval Motion to the extent that it seeks the relief set forth in B.(1)-(5) above once filed, and Defendants reserve the right to submit their own Preliminary Approval Motion or otherwise respond to Plaintiffs’ Preliminary Approval Motion. C. (E) If the Court denies the Preliminary Approval Motion, and unless the Parties parties jointly agree to seek reconsideration of the ruling or to seek Court approval of a renegotiated settlement, or unless an appeal is filed, the Action Litigation will resume as if no settlement had been attempted. Defendants retain the right to contest whether the Litigation should be maintained as a class action or collective action and to contest the merits of the claims being asserted in the Litigation if the Preliminary Approval Motion is denied. D. (F) The Parties parties will work together, diligently and in good faith, to expeditiously obtain expeditiously a Preliminary Approval Order, Final Approval Order, and Final Judgment and Dismissal.