Common use of Preliminary Approval Order Clause in Contracts

Preliminary Approval Order. The Parties agree to petition the Court after execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”). A copy of the order agreed to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.

Preliminary Approval Order. Plaintiff will seek the Court’s approval of this Agreement by filing an appropriate Motion for Preliminary Approval and then entry of the Preliminary Approval Order in this action. The Parties agree shall cooperate in presenting such papers to petition the Court after execution as may be necessary to effectuate the intent and purposes of this Settlement Agreement Agreement. Among other things, the Preliminary Approval Order shall specifically include the following: (a) A determination that, for a preliminary order approving settlement purposes only, this action may be maintained as class actions on behalf of the Settlement Agreement Class pursuant to Federal Rule of Civil Procedure 23(b)(2); (b) A finding that the “Preliminary Approval Order”). A copy of Class Notice as described in Section 7.2 above is the order agreed only notice to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length Class that is required, and that such notice satisfies the requirements of Due Process, the Federal Rules of Civil Procedure, and any other applicable laws; (c) A preliminary finding that the Settlement is preliminarily determined to be fair, reasonable, and adequate for the Settlement Class and within the range of possible approval; (d) A preliminary finding that Plaintiff fairly and adequately represent the interests of the Settlement Class; (e) A preliminary appointment of Class Counsel finding that Class Counsel are adequate to act as counsel for the Settlement Class; (f) A date for the Final Fairness Hearing, to determine whether there exists any reasonable basis why the Settlement should not be approved as being fair, reasonable, and adequate, and in the best interests of the Settlement Class, and why Rule 23(b)(2) Judgment should not be entered thereon; b. the Notice Program and Class Notice fully comply with the requirements (g) Establishment of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the a procedure for Settlement Class defined herein be certified, Members to object to the proposed Settlement and that the setting a deadline after which no Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations Member shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court allowed to determine whether object to the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the CourtSettlement; and e. in aid (h) Entry of a preliminary injunction as to Plaintiff, the Settlement Class, and any person or entity allegedly acting on behalf of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13Class, either directly, representatively, derivatively, or in any other capacity, whether by a complaintenjoining them from commencing or prosecuting against the Released Parties, counterclaim, defense, any action or otherwise, proceeding in any local, state, court or federal court, or in tribunal asserting any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.Released Claims; and

Preliminary Approval Order. The Parties agree to petition the Court after execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”)1 13. A copy of the order agreed to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final approval hearing on the settlement proposed in this Settlement Agreement shall be held before this Court on 2 , 2016 at in Department 311 of the Los Angeles County Superior Court to 3 determine all necessary matters concerning the Settlement, including: whether the proposed 4 settlement of the Litigation on the terms and conditions provided for in the Agreement is fair, reasonable, 5 adequate and adequate, reasonable and whether it should be finally approved by the Court; and e. whether an Order Granting 7 Agreement should be approved as fair, adequate and reasonable to the Class Members; and to 8 finally approve Class Counsel’s fees and litigation costs, Plaintiffs’ service awards, and the claims 9 administration expenses. All papers in aid support of the Court’s jurisdiction to implement motion for final approval and enforce the proposed settlementmotion for 10 attorneys’ fees, Plaintiffs costs and all Settlement Class Members service awards shall be preliminarily enjoined filed with the Court and barred from commencing or prosecuting served on all counsel no 11 later than sixteen (16) court days before the hearing. 12 14. Neither the Settlement nor any action asserting any of the Released Claims as defined above in paragraphs 12 and 13exhibit, either directly, representatively, derivativelydocument, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph instrument delivered 13 thereunder shall be construed as a concession or admission by Defendant in any way, and shall not 14 be used as evidence of, or used against Defendant as, an admission or indication in any way, 15 including with respect to prevent a Settlement Class Member from presenting objections any claim of any liability, wrongdoing, fault or omission by Defendant or 16 with respect to this Court regarding the truth of any allegation asserted by any person. Whether or not the Settlement Agreement is 17 finally approved, neither the Settlement, nor any exhibit, document, statement, proceeding or 18 conduct related to the Settlement, nor any reports or accounts thereof, shall in any event be 19 construed as, offered or admitted in evidence as, received as or deemed to be evidence for any 20 purpose adverse to the Defendant, including, but not limited to, evidence of a presumption, 21 concession, indication or admission by Defendant of any liability, fault, wrongdoing, omission, 22 concession or damage. 23 15. In the event the Settlement does not become effective in accordance with paragraph 22the terms 24 of the Agreement, or the Settlement is not finally approved, or is terminated, canceled or fails to 25 become effective for any reason, this Order shall be rendered null and void and shall be vacated, 26 and the Parties shall revert to their respective positions as of before entering into the Agreement.

Preliminary Approval Order. The Parties agree to petition As set forth in the Court after execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”, the Class Representatives will seek the Court’s approval of this Agreement by filing an appropriate Motion for Preliminary Approval and seeking entry of the Preliminary Approval Order in Xxxxx Action (as defined in the Preliminary Approval Order) upon conditional consolidation of the Xxxxx Action and the Xxxxxxxx Action (as defined in the Preliminary Approval Order). The Parties shall cooperate in presenting such papers to the Court as may be necessary to effectuate the intent and purposes of this Agreement. Among other things, the Preliminary Approval Order shall specifically include the following: (a) A copy determination that, for settlement purposes only, the Xxxxx Action and the Xxxxxxxx Action, as conditionally consolidated only for purposes of effectuating the Settlement, may be maintained as a class action on behalf of the order agreed Settlement Class pursuant to by Federal Rule of Civil Procedure 23(b)(2); (b) An appointment of the Parties Notice Administrator and a finding that the Class Notice as described in Section 7.2 above is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in only notice to the Settlement Agreement has been negotiated at arms-length Class that is required, and that such notice satisfies the requirements of Due Process, the Federal Rules of Civil Procedure and any other applicable laws; (c) A preliminary finding that the Settlement is preliminarily determined to be fair, reasonablereasonable and adequate for the Settlement Class and within the range of possible approval; (d) A preliminary finding that the Class Representatives fairly and adequately represent the interests of the Settlement Class; (e) A preliminary appointment of Class Counsel finding that Class Counsel are adequate to act as counsel for the Settlement Class; (f) Set a date for the Final Fairness Hearing, to determine whether there exists any reasonable basis why the Settlement should not be approved as being fair, reasonable and adequate, and in the best interests of the Settlement ClassClass and why Judgment should not be entered thereon; b. (g) Establishment of a procedure for Settlement Class Members to object to the Notice Program proposed Settlement and setting a deadline after which no Settlement Class Notice fully comply with Member shall be allowed to object to the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuitproposed Settlement; c. (h) Entry of a preliminary injunction as to Plaintiffs, the Settlement Class defined herein be certified, and that any person or entity allegedly acting on behalf of the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13Class, either directly, representatively, derivatively, representatively or in any other capacity, whether by a complaintenjoining them from commencing or prosecuting against the Released Parties, counterclaim, defense, any action or otherwise, proceeding in any local, state, court or federal court, or in tribunal asserting any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing Released Claims; and (i) Staying all proceedings in this paragraph shall the Actions except as may be construed necessary to prevent a Settlement Class Member from presenting objections to this Court regarding implement the Settlement Agreement in accordance or comply with paragraph 22the terms of the Agreement.

Preliminary Approval Order. The Parties agree to petition Class Counsel, on behalf of the Class, will move the Court after execution of this Settlement Agreement for a preliminary order approving to enter the Settlement Agreement Preliminary Approval Order (the “Preliminary Approval OrderMotion”). A copy The Preliminary Approval Motion will seek an Order in a form agreed upon by the Settling Parties which will propose among other things: (a) Certification of the order agreed to by claims in this under Rule 23(b)(2) on behalf of the Parties is attached Class, including appointing Plaintiff as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequateClass Representative, and in the best interests appointing Class Counsel pursuant to Rule 23(g); (b) Preliminary Approval of the Settlement Classas set forth in this Settlement Agreement, subject to further hearing and determination under Fed. R. Civ. P. 23(e); b. (c) Approval of the Notice Program form of Class Notice, substantially in the form agreed-upon by the Parties, and Class Notice fully comply the manner of distribution and publication which is consistent with this Agreement, Fed. R. Civ. P. Rule 23, and the requirements of Rule 23 due process; (d) Authorization of the Federal Rules payment of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice Settlement Administration expenses out of the settlement of this lawsuitSettlement Fund; c. (e) Preliminary Approval of the Plan of Allocation; (f) Appointment of the Settlement Class defined herein Administrator; (g) Deadlines by which all objections to the Settlement must be made (and if a Rule 23(b)(3) class is certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein a deadline for requests for exclusion to be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Partiesfiled); d. (h) Provide that any objections or requests for exclusion (if any claim is certified under Rule 23(b)(3)) that are not filed with the Court will be submitted to the Court ; (i) A schedule for a final hearing on the settlement proposed in this Settlement Agreement shall be held before date for the Court to determine whether the proposed settlement is Settlement Agreement should be finally approved as fair, reasonable, and adequate, and whether it an Order finally approving the Settlement Agreement should be approved entered (“Final Approval Hearing”); (j) That no objection to the Settlement Agreement will be heard and no papers submitted in support of said objection will be received and considered by the CourtCourt at the Final Approval Hearing unless the objection and reasons therefore, along with copies of any supporting papers, are filed with the Clerk of the Court and served on the Parties within forty-five (45) days of the publication and/or distribution of the Class Notice; (k) Deadlines for filing a Final Approval Motion, Class Counsel’s application for a Fee and Expense Award, and Plaintiff’s application for a Service Award; (l) That the Final Approval Hearing may be continued from time to time by Order of the Court if necessary, and without further notice to the Class; and e. in aid (m) Requiring Defendant to produce the Class Data required pursuant to this Agreement to the extent that such data is reasonably available and within their possession, custody or control. (n) To the extent requested by Defendants, approval of the Court’s jurisdiction to implement and enforce form of notice by Defendants under the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any Action Fairness Act of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 222005 (“CAFA”).

Preliminary Approval Order. The Parties agree to Plaintiff has filed her petition with the Court after execution of this Settlement Agreement for seeking a preliminary order approving the this Settlement Agreement (the “Preliminary Approval Order”). ) A copy of the order proposed Preliminary Approval Order agreed to by the Parties is attached hereto as Exhibit E. 6. That order shall provide, inter alia, Preliminary Approval Order provides that: a. the settlement proposed in (a) The Parties negotiated the Settlement Agreement has been negotiated at arms-length arm’s length, and that the Court preliminarily determines that the Settlement is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. (b) The Settlement Notice and the Notice Program of Settlement attached hereto as Exhibits 1 and Class Notice 2 fully comply with the requirements of due process and the New Mexico Rule 23 of the Federal Rules of Civil Procedure governing class notice, (NMRA 1-023(c)(2). Exhibits 1 and due process, constitutes 2 constitute the best notice practicable under the circumstances, and is due and constitute sufficient notice to all persons entitled to notice of the settlement of this lawsuitthe Lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a (c) A final hearing on the settlement Settlement proposed in this Settlement Agreement (the “Final Approval Hearing”) shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it the Court should be approved by approve it, and what amounts the CourtCourt should approve for the Settlement Fund Account, the reimbursable Expenses of Class Counsel, and the class representative’s incentive award; and e. in (d) In further aid of the Court’s jurisdiction to implement and enforce the proposed settlementSettlement, Plaintiffs Plaintiff and all Settlement Class Members shall be preliminarily enjoined and barred enjoined, during the period from the entry of the Preliminary Approval Order to the date of the final hearing, from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13Claims, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such the injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or Xxxxxxx incurs as a result of the violation. Nothing in this paragraph . (e) If the Court enters the Preliminary Approval Order, the final hearing for approval of the Settlement shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding held at the Settlement Agreement in accordance with paragraph 22first available hearing date that is at least forty- five (45 days after the entry of the Preliminary Approval Order.

Preliminary Approval Order. Promptly following the execution of this Agreement, Class Counsel shall submit this Agreement together with all exhibits referenced herein to the Court, and shall apply to the Court, and Defendant’s Counsel shall file a notice joining such application or otherwise not opposing such application, for entry of the Preliminary Approval Order in the form of Exhibit 5 hereto. The proposed Preliminary Approval Order shall, among other things: a. preliminarily approve this Settlement Agreement (subject to the Final Approval Hearing) as fair and reasonable; b. appoint Plaintiff’s undersigned counsel as Class Counsel; c. appoint Plaintiff as the Class Representative; d. appoint Epiq as the Settlement Administrator; e. set a schedule for proceedings concerning final approval of this Settlement, including, but not limited to, scheduling a Final Approval Hearing date, which shall be scheduled no earlier than one hundred and twenty (120) days after entry of the Preliminary Approval Order; f. approve the manner and form of Class Notice and authorize same for dissemination in accordance with this Agreement; g. approve the manner in which and deadline by which persons in the Settlement Class may submit a Request for Exclusion; h. schedule a Final Approval Hearing; i. provide, pending entry of a Final Approval Order and Judgment, that the Parties agree shall cooperate in seeking orders that no person in the Settlement Class shall commence or continue any action, in any capacity, against Defendant or any other Released Parties asserting any of the Released Claims; j. issue a stay in the Action, other than such proceedings as are related to petition this Settlement Agreement; and k. provide Defendant has made no admissions of liability or fault in relation to the Court after negotiation or execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “or any document based upon, arising out of, related to, or otherwise in connection therewith. The Preliminary Approval Order”). A copy of Order shall further authorize the order agreed to by the Parties is attached as Exhibit E. That order shall provideParties, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by without further approval from the Court, any appellate courtto agree to and adopt such amendments, or any modifications, and expansions of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether and its implementing documents, including, but not limited to, all exhibits hereto, so long as such amendments, modifications, and expansions are consistent in all material respects with the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid terms of the Court’s jurisdiction to implement Final Approval Order and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims Judgment as defined above set forth in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections Exhibit 2 to this Court regarding the Settlement Agreement in accordance with paragraph 22Agreement.

Preliminary Approval Order. The Parties agree to petition Class Counsel, on behalf of the Class, will move the Court after execution to enter the Preliminary Approval Order (“Preliminary Approval Motion”). The Preliminary Approval Motion will seek an Order in a form agreed upon by the Settling Parties which will provide for or set forth, among other things: (a) Modification of the definition of the Class to propose a date of December 31, 2020, whichever is earlier. (b) Preliminary Approval of the Settlement as set forth in this Settlement Agreement, subject to further hearing and determination under Fed. R. Civ. P. 23(e); (c) Approval of the form of Class Notice, substantially in the form agreed-upon by the Parties, and the manner of distribution and publication which is consistent with this Agreement, Fed. R. Civ. P. Rule 23, and the requirements of due process; (d) Appointment of the Settlement Administrator; (e) Set deadlines by which Defendants must provide affidavits regarding their compliance with the Anti-Indemnification provisions of this Settlement Agreement and to provide a revised SPD to Class Counsel. (f) Deadlines by which all objections to the Settlement must be made or any submissions to the Settlement Administrator regarding their ESOP account data must be made; (g) A schedule for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”). A copy of the order agreed to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before date for the Court to determine whether the proposed settlement is Settlement Agreement should be finally approved as fair, reasonable, and adequate, and whether it an Order finally approving the Settlement Agreement should be approved entered (“Final Approval Hearing”); (h) That no objection to the Settlement Agreement will be heard and no papers submitted in support of said objection will be received and considered by the CourtCourt at the Final Approval Hearing unless the objection and reasons therefore, along with copies of any supporting papers, are filed with the Clerk of the Court and served on the Parties within forty-five (45) days of the publication and/or distribution of the Class Notice; (i) That the Final Approval Hearing may be continued from time to time by Order of the Court if necessary, and without further notice to the Class; (j) A deadline for filing of a Final Approval Motion and for Class Counsel’s application for Fee Award, Service Awards, and Expense Award; (k) A requirement for Defendants to produce the Class Data required pursuant to this Agreement; and e. in aid (l) To the extent requested by Defendants, approval of the Court’s jurisdiction to implement and enforce form of notice by Defendants under the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any Action Fairness Act of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 222005 (“CAFA”).

Preliminary Approval Order. The Parties agree to petition the Court Within 30 days after execution of the Agreement, Plaintiffs and InfoSpace shall submit this Settlement Agreement Agreement, together with its Exhibits, to the Court and shall apply for a preliminary entry of an order approving the Settlement Agreement (the “Preliminary Approval Order”). , substantially in the form of Exhibit A copy of hereto, establishing the order agreed to by procedure for and requesting the Parties is attached as Exhibit E. That order shall provide, inter alia, thatfollowing: a. the settlement proposed in 1. preliminary approval of the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be as fair, reasonable, adequateand adequate to InfoSpace and its shareholders; 2. approval as to form and content of the proposed Current Report on Form 8-K, and including the attachment thereto (the “Form 8-K”), substantially in the best interests form of Exhibit B hereto, which shall, in part, describe the terms of the Settlement Classset forth in the Agreement, provide the date of the Fairness Hearing, and inform InfoSpace shareholders how to obtain further information on the Settlement; b. 3. approval as to form and content of the Notice Program and Class Notice fully comply proposed press release (the “Press Release”), substantially in the form of Exhibit C hereto, which shall generally advise InfoSpace shareholders of the Form 8-K; 4. a finding that the filing of the Form 8-K with the requirements of Rule 23 Securities and Exchange Commission and the issuance of the Federal Rules of Civil Procedure and due process, Press Release constitutes the best notice practicable under the circumstances, circumstances and is due and sufficient notice of the matters set forth in the Form 8-K, the Press Release and this Agreement to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, InfoSpace shareholders and interested parties and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on same fully satisfies the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any requirements of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Courtdue process; and e. in aid 5. the setting of a time and date for a Fairness Hearing. Within ten (10) days of (a) the Court’s jurisdiction to implement and enforce date the proposed settlement, Plaintiffs and all Settlement Class Members shall be Preliminary Approval Order is entered or (b) the date that the Court preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and approves Plaintiffs’ Counsel attorneys’ fees incurred by and reimbursement of expenses, whichever is later, InfoSpace shall file the Parties and/or Notice as a result Current Report on Form 8-K with the Securities and Exchange Commission (“Form 8-K”). InfoSpace shall also issue the Press Release which shall generally advise InfoSpace shareholders of the violation. Nothing in this paragraph Form 8-K. InfoSpace shall be construed file with the Court and serve upon all Counsel no later than seven (7) days prior to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement Hearing an affidavit or declaration stating that the Form 8-K has been filed and the Press Release has been issued in accordance with paragraph 22.the terms of this Order. SETTLEMENT AGREEMENT 10 CASE NO. 08-2-43209-2 SEA

Preliminary Approval Order. The Parties agree to petition 3.1 As soon as practicable after the Court after execution of the Settlement Agreement, Class Counsel and counsel for DCA shall jointly submit this Settlement Agreement to the Court, and Class Counsel will file a motion for preliminary approval of the settlement with the Court requesting entry of a Preliminary Approval Order in the form attached hereto as Exhibit D, or an order substantially similar to such form in both terms and cost, requesting, among other things: a) certification of the Settlement Class and Subclass for settlement purposes only; b) preliminary order approving approval of the Settlement Agreement as set forth herein; c) appointment of Xxxxxx & Xxxxxx Complex Litigation Group and Xxxxx Xxxxx & Xxxxxxx LLP as Class Counsel; d) appointment of Plaintiffs as Class Representatives; e) approval of a customary form of Short Notice to be sent by U.S. mail and/or electronic mail to Settlement Class Members in a form substantially similar to Exhibit A-1 (for Settlement Class Members who are not Settlement Subclass Members) and Exhibit A-2 (for Settlement Subclass Members), attached hereto. f) approval of the “Long Notice to be posted on the Settlement Website in a form substantially similar to Exhibit B, attached hereto, which, together with the Short Notices, shall include a fair summary of the Settling Parties’ respective litigation positions, the general terms of the settlement set forth in the Settlement Agreement, instructions for how to object to or opt-out of the settlement, the process and instructions for making claims to the extent contemplated herein, the requested attorneys’ fees, and the date, time and place of the Final Fairness Hearing; g) approval of the Claim Form to be available on the Settlement Website for submitting claims and available, upon request, in a form substantially similar to Exhibit C, attached hereto; h) approval of the digital media notification plan described in ¶ 3.2 below; and i) appointment of KCC as the Claims Administrator. 3.2 DCA shall pay, or cause to be paid, the costs for providing notice to the Settlement Class in accordance with the Preliminary Approval Order”). A copy of the order agreed to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests costs of the Settlement Class; b. the Notice Program and Class Notice fully comply such notice, together with the requirements costs of Rule 23 of the Federal Rules of Civil Procedure and due processClaims Administration. Any attorneys’ fees, constitutes the best notice practicable under the circumstancescosts, and is due and sufficient notice to all persons entitled to notice expenses of the settlement of this lawsuit; c. the Settlement Class defined herein be certifiedCounsel, and that service awards to the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part approved by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court paid by DCA or on its behalf as set forth in ¶ 7 below. Notice shall be provided to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or Claims Administrator as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.follows:

Preliminary Approval Order. The Parties agree to petition the Court after execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”). A copy of the form of order agreed to by the Parties is attached as Exhibit E. B hereto. That order shall provide, inter alia, that: a. the settlement proposed in There is probable cause to believe that the Settlement Agreement has been negotiated at arms-arm’s length and is preliminarily determined to be fair, reasonable, adequate, adequate and in the best interests of the Settlement ClassClass for settlement purposes; b. Subject to the Court’s consideration of additional evidence regarding Notice at the fairness hearing, and based on the documents submitted to the Court in connection with preliminary approval, the Notice Program and Class Notice the proposed plan for giving notice fully comply complies with the requirements of Rule 23 of the Federal Rules of Civil Procedure 735 ILCS 5/2-803 and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuitSettlement; c. the The Settlement Class defined herein be is conditionally certified, with Plaintiff serving as class representative and that the Settlement Class Representatives, Settlement attorneys and law firms identified in paragraph 1(b) serving as Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the PartiesParties pursuant to paragraph 21; d. a A final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and; e. in In further aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs Plaintiff and all members of the Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13Claims, either directly, representatively, derivatively, derivatively or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who that knowingly violates such injunction shall pay the costs and attorneys’ fees and costs incurred by the Parties and/or CorVel or any other Released Party as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.

Preliminary Approval Order. Class Counsel, on behalf of the Class, will move the Court to enter the Preliminary Approval Order (“Preliminary Approval Motion”). The Preliminary Approval Motion will seek an Order in a form agreed upon by the Settling Parties agree which will propose among other things: (a) Preliminary Approval of the Settlement as set forth in this Settlement Agreement, subject to petition further hearing and determination under Fed. R. Civ. P. 23(e); (b) Approval of the form of Class Notice, substantially in the form agreed-upon by the Parties, and the manner of distribution and publication which is consistent with this Agreement, Fed. R. Civ. P. Rule 23, and the requirements of due process; (c) Preliminary Approval of the Plan of Allocation; (d) Appointment of the Settlement Administrator to the extent that one of the Parties request appointment of a Settlement Administrator; (e) Deadlines by which all objections to the Settlement must be made or any submissions to the Settlement Administrator regarding their Plan account data must be made (and if a Rule 23(b)(3) class is certified, a deadline for requests for exclusion to be filed); (f) A deadline by which any requests for exclusion must be submitted (if any claim is certified under Rule 23(b)(3)) and provide that any requests for exclusion will be submitted to the Settlement Administrator and/or Class Counsel and Defense Counsel (but will not be disclosed to the Parties until filed with the Court after execution of this Settlement Agreement the deadline for exclusion has passed); (g) A schedule for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”). A copy of the order agreed to by the Parties is attached as Exhibit E. That order shall provide, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before date for the Court to determine whether the proposed settlement is Settlement Agreement should be finally approved as fair, reasonable, and adequate, and whether it an Order finally approving the Settlement Agreement should be approved entered (“Final Approval Hearing”); (h) That no objection to the Settlement Agreement will be heard and no papers submitted in support of said objection will be received and considered by the CourtCourt at the Final Approval Hearing unless the objection and reasons therefore, along with copies of any supporting papers, are filed with the Clerk of the Court and served on the Parties within forty-five (45) days of the publication and/or distribution of the Class Notice; (i) A deadline for filing a Final Approval Motion and for Class Counsel’s application for Fee Award, and Expense Award; (j) A deadline for filing any motion or brief in support of any additional findings requested to be made by the Court on Final Approval; (k) That the Final Approval Hearing may be continued from time to time by Order of the Court if necessary, and without further notice to the Class; (l) Require Defendants to produce the Class Data required pursuant to this Agreement to the extent that such data is reasonably available and within their possession, custody or control; and e. in aid (m) If requested by Defendants, approval of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22CAFA Notice.

Preliminary Approval Order. The Parties agree to petition the Court As soon as practicable after execution of this Settlement Agreement Agreement, Plaintiffs will move the Court for a entry of an Order of preliminary order approving approval of the Settlement Agreement pursuant to CR 23.05 (the “Preliminary Approval Order”). A copy As part of their motion, Plaintiffs will apply for an Order, substantially in the order agreed to by the Parties is form attached hereto as Exhibit E. That order shall provideF, inter alia, thatwhich will: a. the settlement proposed in 1. Preliminarily approve the Settlement Agreement has been negotiated at arms-length Agreement; 2. Appoint Plaintiffs’ Counsel as counsel for the Settlement Class; 3. Appoint Xxxxx Xxxxxx and is preliminarily determined to be fair, reasonable, adequate, and in Xxxxxx Xxxxxxxx as the best interests representatives of the Settlement Class; b. 4. Approve the Notice Program form and Class Notice fully comply with the requirements of Rule 23 manner of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuitClass Action Settlement Notice; c. 5. Establish the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed procedures described in this Settlement Agreement shall be held before by which Settlement Class Members can assert Objections to the Court certification of the Settlement Class and to determine the terms of the Settlement Agreement; 6. Establish the procedures described in this Agreement by which Settlement Class Members can exclude themselves from the Settlement Class; 7. Set a date and time for the Fairness Hearing; and 8. Provide that, pending the Court’s final determination of whether the proposed settlement is fair, reasonableSettlement Agreement will be approved, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlementjurisdiction, Plaintiffs and all Settlement Class Members shall be preliminarily and anyone acting on their behalf (including, but not limited to, attorneys, representatives, and agents of any Settlement Class Member), are barred and enjoined and barred from commencing instituting, commencing, or prosecuting any action asserting any of the Released Claims continuing to prosecute, directly or indirectly, as defined above in paragraphs 12 and 13, either directlyan individual or collectively, representatively, derivatively, or in any other capacitycapacity of any kind whatsoever, whether by a complaintany action in the Court, counterclaim, defense, or otherwise, in any local, state, or federal court, any other state court, or in any agency or other authority tribunal or forum wherever located. Any of any kind, against Defendant or any of the Released Parties that asserts any of the Settled Claims, which will be released and discharged upon Final Approval of the Settlement Agreement (except (a) as the Court may further order upon application of a Settlement Class Member and notice to all Parties or (b) as necessary to enforce the terms of this Settlement Agreement); and provide that any person or entity who knowingly violates such injunction shall will pay the costs and attorneys’ fees incurred by the Parties and/or any person or entity as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.

Preliminary Approval Order. The Parties agree to petition Plaintiff will file the Court after execution of this Settlement Agreement for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”)Motion. A copy of the order The Preliminary Approval Motion will seek an Order in a form agreed to upon by the Settling Parties is attached as Exhibit E. That order shall providewhich will provide for, inter alia, thatamong other things: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests (a) Preliminary Approval of the Settlement Classas set forth in this Settlement Agreement, subject to further hearing and determination under Fed. R. Civ. P. 23(e); b. (b) Approval of the Notice Program form of Class Notice, substantially in the form agreed-upon by the parties, and Class Notice fully comply the manner of distribution and publication which is consistent with this Agreement, Rule 23 and the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuit; c. (c) Appoint the Settlement Class defined herein be certified, and that Administrator; (d) Set deadlines by which all objections to the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein must be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate courtmade, or any of submissions to the PartiesSettlement Administrator regarding Class Members’ membership in the Class or challenges regarding information about their ESOP account contained in the Class Data must be made; d. (e) Schedule a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court date to determine whether the proposed settlement is Settlement Agreement should be finally approved as fair, reasonable, reasonable and adequate, and whether it an Order finally approving the Settlement Agreement should be approved entered (“Final Approval Hearing”) and request that such date be set at least 100 days after the date the Preliminary Approval Motion is filed to the extent consistent with the Class Action Fairness Act of 2005 (“CAFA”) and the requirements of due process or, if such date is not so consistent, the earliest possible date; (f) Provide that no objection to the Settlement Agreement will be heard and no papers submitted in support of said objection will be received and considered by the CourtCourt at the Final Approval Hearing unless the objection and reasons therefore, along with copies of any supporting papers, are filed with the Clerk of the Court and served on the Parties within forty-five (45) days of the publication and/or distribution of the Class Notice; (g) Provide that the Final Approval Hearing may be continued from time to time by Order of the Court if necessary, and without further notice to the Class; (h) Provide a deadline for filing of a Final Approval Motion and for Class Counsel’s application for Fee Award, Service Award, and Expense Award; (i) Require Raydon Defendants to produce the Class Data required pursuant to Section II.7 of this Agreement; and e. in aid (j) To the extent requested by Defendants, approve the form of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22notice under CAFA.

Preliminary Approval Order. The Parties agree to petition the Court after Within seven (7) business days of execution of this Settlement Agreement, Plaintiff will seek the Court’s approval of this Agreement by filing an appropriate Motion for a preliminary order approving the Settlement Agreement (the “Preliminary Approval Order”). A copy and seeking entry of a Preliminary Approval Order substantially in the order agreed to by the Parties is form attached hereto as Exhibit E. That order A. The Parties shall providecooperate in presenting such papers to the Court as may be necessary to effectuate the intent and purposes of this Agreement and Defendants shall approve such papers in advance of filing. Among other things, inter alia, thatthe Motion and Preliminary Approval Order shall specifically include the following: a. A determination that, for settlement purposes only, the settlement proposed in Lawsuit may be maintained as a class action on behalf of the Settlement Class; b. A finding that the Notice as described in Section 8.3 above is the only notice to the Settlement Class that is required, and that such Notice satisfies the requirements of Due Process, the Arkansas Rules of Civil Procedure, and any other applicable laws; c. A preliminary finding that this Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and within the range of possible approval; d. A discussion of Defendants’ defenses as approved by the Defendants that fairly present the risks of the Plaintiff continuing with the Litigation. e. A preliminary finding that Plaintiff fairly and adequately represents the interests of the Settlement Class; f. A preliminary appointment of Class Counsel finding that Class Counsel are adequate to act as counsel for the Settlement Class; g. A scheduled date for the Final Fairness Hearing, which the Parties shall request be approximately ninety (90) days after entry of the Preliminary Approval Order, to determine whether there exists any reasonable basis why the Settlement should not be finally approved as being fair, reasonable and adequate, and in the best interests of the Settlement Class and why Judgment should not be entered thereon; h. Establishment of a procedure for filing claims and setting a deadline to file claims that is no later than sixty (60) days after the Settlement Administrator sends the Fax Notice; i. Establishment of a procedure for Settlement Class Members to opt-out of the proposed Settlement and setting a postmark deadline of sixty (60) days after the Settlement Administrator sends the Fax Notice, after which no Settlement Class Member shall be allowed to opt-out of the Settlement Class; b. j. Establishment of a procedure for Settlement Class Members to object to the Notice Program proposed Settlement and setting a postmark deadline of sixty (60) days after the Settlement Administrator sends the Fax Notice, after which no Settlement Class Notice fully comply with Member shall be allowed to object to the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of the settlement of this lawsuitproposed Settlement; c. the Settlement Class defined herein be certifiedk. Entry of a preliminary injunction as to Plaintiff, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing any person or prosecuting any action asserting any entity allegedly acting on behalf of the Released Claims as defined above in paragraphs 12 and 13Settlement Class Members, either directly, representatively, derivatively, representatively or in any other capacity, whether by a complaintenjoining them from commencing or prosecuting against the Released Parties, counterclaim, defense, any action or otherwise, proceeding in any local, state, court or federal court, or in tribunal asserting any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing Released Claims; and l. Entry of a stay of all proceedings in this paragraph shall the Lawsuit except as may be construed necessary to prevent a Settlement Class Member from presenting objections to this Court regarding implement the Settlement Agreement in accordance or comply with paragraph 22the terms of the Agreement.

Preliminary Approval Order. The Parties agree parties have applied, pursuant to petition the Court after execution of this Settlement Agreement Rule 23(e), Fed. R. Civ. P., for a preliminary an order approving settlement of the claims alleged in the Lawsuit, in accordance with a Class Action Settlement Agreement (the “Preliminary Approval OrderAgreement”). A copy , which, together with the exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the order agreed to by claims against Defendants and for dismissal of the Parties is attached as Exhibit E. That order shall provideLawsuit against Defendants upon the terms and conditions set forth therein, inter alia, thatand the Court has read and considered the Agreement and the exhibits annexed thereto. IT IS HEREBY ORDERED: a. 1. The Court hereby preliminarily approves the settlement proposed set forth in the Agreement as being fair, reasonable and adequate, and in the best interest of Plaintiff and those persons that are identified on Exhibits A and B to the Agreement (the “Collective Members” and “Class Members,” respectively and collectively, the “Settlement Class”). 2. The Final Approval Hearing shall be held before this Court at .m. on the Lawsuit on the terms and conditions provided for in the Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests interest of the Settlement Class;, and should be approved by the Court; whether an Order and Final Judgment of Dismissal, should be entered. b. 3. The Court approves, as to form and content, the Notice Program and Class Notice that is attached to the Agreement as it complies fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due processProcedure, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice Constitution of the settlement United States and any other applicable laws. 4. With regard to distribution of this lawsuit;the Class Notice, Class Counsel and Defendants are hereby directed and authorized to effectuate notice as called for in the Agreement. c. 5. Any Class Member wishing to oppose or contest the approval of the Agreement, the judgment to be entered thereon if the same is approved must comply with the procedures set forth in the Class Notice and Settlement Agreement. Any Class Member who has served and filed an Objection as set forth therein may appear at the Settlement Class defined herein be certified, Hearing and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by show cause to the Court, any appellate courtif he or she has any, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether why the proposed settlement is of the Lawsuit should or should not be approved as fair, reasonable, and adequate, or why a judgment should or should not be entered thereon. Any Class Member who does not make an objection in the manner provided herein shall be deemed to have waived such objection and whether it should shall be approved by foreclosed from making any objection to the Court; and e. in aid fairness, adequacy, or reasonableness of the Court’s jurisdiction proposed settlement or the application for attorneys’ fees, costs and expenses to implement and enforce the proposed settlementClass Counsel. IT IS SO ORDERED this day of , Plaintiffs 0000 XXXXXX XXXXXX MAGISTRATE JUDGE XXXXX XXXXXXXXXX, on behalf of ) himself and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13other plaintiffs similarly ) situated, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22.)

Preliminary Approval Order. The Parties agree to petition As soon as practicable after the Court after execution of the Settlement Agreement, the Parties shall jointly submit this Settlement Agreement to the Court, and Plaintiff will file a motion for preliminary approval of the settlement, requesting entry of a preliminary order approving approval order, which: A. Preliminarily approves the Settlement Agreement Agreement; B. Certifies the Settlement Class for settlement purposes only pursuant to Paragraph 2; C. Finds that the proposed Settlement is sufficiently fair, reasonable, and adequate to warrant providing notice to the Settlement Class Members; D. Appoints the Claims Administrator in accordance with Paragraph 8(A); E. Approves the notice program (as described in Paragraphs 8(A) and 13 of the “Preliminary Settlement Agreement) and directs the Claims Administrator and Defendant to provide notice to Settlement Class Members in accordance with said notice program; F. Approves the Short Form Notice to be mailed to Settlement Class Members and the Long Form Notice; G. Approves the Settlement Class Claim Form and Subclass Claim Form and directs the Claims Administrator to conduct Settlement Administration in accordance with the provisions of the Settlement Agreement; H. Approves the Exclusion, e.g., opt-out, and Objection procedures outlined in the Settlement Agreement; I. Schedules a Final Approval Order”)Hearing to consider the fairness, reasonableness, and adequacy of the proposed Settlement and whether it should be finally approved by the Court; J. Appoints Plaintiff as the Settlement Class Representative; K. Appoints Xxxx X. Xxxxxxx of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx, PLLC as Settlement Class Counsel; and L. Contains any additional provisions agreeable to the Parties that might be necessary or advisable to implement the terms of the Settlement Agreement. A copy of the order agreed to by the Parties proposed Preliminary Approval Order is attached as Exhibit E. That order shall provideD. Should the Court decline to preliminarily approve any aspect of the Settlement Agreement, inter alia, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length will be null and is preliminarily determined to be fairvoid, reasonable, adequatethe Parties will have no further obligations under it, and the Parties will revert to their prior positions in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of Lawsuit as if the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22had not occurred.

Preliminary Approval Order. The Parties agree to petition As soon as practicable after the Court after execution of the Settlement Agreement, the Parties shall jointly submit this Settlement Agreement to the Court, and Plaintiffs will file a motion for preliminary approval of the settlement, requesting entry of a preliminary order approving approval order, which: A. Preliminarily approves the Settlement Agreement Agreement; B. Certifies the Settlement Class for settlement purposes pursuant to Paragraph 2; C. Finds that the proposed Settlement is sufficiently fair, reasonable, and adequate to warrant providing notice to the Settlement Class Members; D. Appoints the Claims Administrator in accordance with Paragraph 13; E. Approves the notice program (as described supra) and directs the “Preliminary Claims Administrator and Defendant to provide notice to Settlement Class Members in accordance with said notice program; F. Approves the Short Form Notice to be mailed to Settlement Class Members and the Long Form Notice; G. Approves the Claim Form and directs the Claims Administrator to conduct settlement administration in accordance with the provisions of the Settlement Agreement; H. Approves the Exclusion, e.g., opt-out, and Objection procedures outlined in the Settlement Agreement; I. Schedules a Final Approval Order”)Hearing to consider the fairness, reasonableness, and adequacy of the proposed Settlement and whether it should be finally approved by the Court; J. Appoints Plaintiffs as the Settlement Class Representatives; K. Appoints Xxxxxxxx X. Xxxxxxx of Xxxxx Xxxxxxxxx, LLP and Xxxxx Xxxxxxxxx of Xxxxxxxxx Law LLC as Class Counsel for settlement purposes; and L. Contains any additional provisions agreeable to the Parties that might be necessary or advisable to implement the terms of the Settlement Agreement. A copy of the order agreed to by the Parties proposed Preliminary Approval Order is attached as Exhibit E. That order shall provideD. Should the Court decline to preliminarily approve any aspect of the Settlement Agreement, inter aliawith the exception of payment of Class Counsel fees or Plaintiffs’ Service Awards, that: a. the settlement proposed in the Settlement Agreement has been negotiated at arms-length will be null and is preliminarily determined to be fairvoid, reasonable, adequatethe Parties will have no further obligations under it, and the Parties will revert to their prior positions in the best interests of the Settlement Class; b. the Notice Program and Class Notice fully comply with the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to all persons entitled to notice of Lawsuit as if the settlement of this lawsuit; c. the Settlement Class defined herein be certified, and that the Settlement Class Representatives, Settlement Class Counsel, Co-Lead Class Counsel as defined herein be appointed on the condition that the certification and designations shall be automatically vacated if the Settlement Agreement is terminated or is disapproved in whole or in part by the Court, any appellate court, or any of the Parties; d. a final hearing on the settlement proposed in this Settlement Agreement shall be held before the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be approved by the Court; and e. in aid of the Court’s jurisdiction to implement and enforce the proposed settlement, Plaintiffs and all Settlement Class Members shall be preliminarily enjoined and barred from commencing or prosecuting any action asserting any of the Released Claims as defined above in paragraphs 12 and 13, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located. Any person or entity who knowingly violates such injunction shall pay the costs and attorneys’ fees incurred by the Parties and/or as a result of the violation. Nothing in this paragraph shall be construed to prevent a Settlement Class Member from presenting objections to this Court regarding the Settlement Agreement in accordance with paragraph 22had not occurred.