Common use of REQUIRED EVENTS Clause in Contracts

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final Judgment. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and shall promptly perform their respective obligations set forth herein. Any disputes regarding the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. A. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms attached hereto as Exhibits D and C, respectively. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F, attached heretoD, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement Agreement, including the certification of the Class for purposes of this Settlement Agreement, as within the range of fair, reasonable, reasonable and adequate Settlement settlements for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan; (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment (in substantially the same form as Exhibit C) approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive awards Incentive Award application by of the Class RepresentativesRepresentative, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Defendant’s Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's ’s Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court; provided, however, that in no event shall Defendant be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to such Defendant. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. Any disputes regarding the Parties' ’ obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his the Court, which decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms attached hereto as Exhibits D and C, respectively. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F, attached heretoD, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement, including the certification of the Settlement Class for purposes of this Settlement Agreement only, as within the range of fair, reasonable, reasonable and adequate Settlement for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan; (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment (in substantially the same form as Exhibit C) approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's Defendants’ Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court; provided, however, that in no event shall Defendants be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to the Defendants. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. Any disputes regarding the Parties' ’ obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx or his her designated representative and his her decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. A. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts take all reasonable and necessary steps to cause the Court to enter obtain entry of the Preliminary Approval Order and obtain entry of the Final Judgment. 2Approval Order. The Parties to Class Counsel, with AHM’s pre-filing review and approval, shall prepare and file all documents in connection with the this Settlement Agreement shall jointly move Motion for entry of a Preliminary Approval order in substantially and the same form as Exhibit FMotion for Final Approval. Among other things, attached heretothe Parties agree that Plaintiffs will file with their motion for preliminary approval, which by its terms shall: (a) Preliminarily approve the terms or will have filed prior to issuance of the Settlement Agreement as within Preliminary Approval Order, a Second Amended Complaint, that defines the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, class consistent with the terms of this Settlement Agreement. The Parties further agree that AHM need not file a response to the Second Amended Complaint unless the Settlement does not receive final approval. The Parties further agree that in not responding to the Second Amended Complaint as set forth herein, AHM will not be deemed to promptly obtain have waived any defense, admitted any fact, or have otherwise defaulted or effected a Final Judgmentwaiver in any manner. 4. B. In the event that the court Court fails to issue the Preliminary Approval Order Order, or fails to issue the Final JudgmentApproval Order, Class Counsel and Defendant's Counsel the Parties agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect defect(s) identified by the Court. If, despite their best efforts, the Parties cannot cure said defects, the Settlement Agreement is voidable with each party returning to their respective pre-settlement posture and without prejudice or waiver to any party’s pre-settlement position on any legal or factual issue. 5. C. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth herein. Any disputes regarding hereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part terms of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 transactions contemplated hereby. D. Upon Entry of the Federal Rules Final Approval Order, this Action shall be dismissed, on its merits and with prejudice, subject to the continuing jurisdiction of Evidence the Court. The Final Approval Order also will apply enjoin the prosecution of any litigation or class action by Plaintiffs or any Class Member related to it and all negotiations surrounding it. No admission or arising out of law or factthe Pistons, Piston Rings, Piston Repair, Eligible Repair, or combination thereof, will be found to exist as oil consumption in a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementVehicle. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after A. After execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Counsel respective counsel shall use their best efforts take all necessary steps to cause the Court to enter obtain entry of the Preliminary Approval Order and the Final JudgmentApproval Order. 2. The Parties to the this Settlement Agreement Plaintiffs shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached heretoOrder, which by its terms shall, inter alia: (a) a. Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing noticethe Class Notice; (b) b. Certify the proposed Settlement Class, including making any findings necessary to support the certification of said Settlement Class; c. Approve the contents of the Class Notice and Methods in the Notice Plan;publication of the same; and (c) d. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application applications for acceptance an award of attorneys' Class Counsel fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checksApproval Order. 3. Class Counsel and Defendants’ Counsel will The Parties shall use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final JudgmentApproval Order. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final JudgmentApproval Order, Class Counsel and Defendant's Counsel the Parties agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect defect(s) identified by the Court. If said defects cannot be cured in order to secure Preliminary and/or Final Approval by the Court, then the Settlement Agreement is void and all parties are restored to their former positions pre-settlement. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth herein. Any disputes regarding hereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part terms of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementtransactions contemplated hereby. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. A. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts take all reasonable and necessary steps to cause the Court to enter obtain entry of the Preliminary Approval Order substantially as provided in the Proposed Order Granting Preliminary Approval attached to this Agreement as Exhibit 2 and obtain entry of the Final Approval Order. Class Counsel, with Rady’s pre-filing review, shall prepare and file all documents in connection with the Motion for Preliminary Approval and the Motion for Final JudgmentApproval. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. B. In the event that the court Court fails to issue the Preliminary Approval Order Order, or fails to issue the Final JudgmentApproval Order, Class Counsel and Defendant's Counsel the Parties agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect defect(s) identified by the Court. If, despite their best efforts, the Parties cannot cure said defects, the Settlement Agreement is voidable at the election of Plaintiffs or Defendant with each party returning to their respective pre-settlement posture and without prejudice or waiver to any party’s pre-settlement position on any legal or factual issue. 5. C. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth herein. Any disputes regarding hereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part terms of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval the transactions contemplated hereby. D. Upon Entry of that modified settlement. In the event the Settlement Agreement shall become null and void for any reasonFinal Approval Order, the provisions of Rule 408 of Court shall enter Judgment in accordance with the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result terms of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated , substantially as provided in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves the Proposed Order Granting Final Approval and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense Entering Judgment attached to this case in accordance with Agreement as Exhibit 3. The Judgment shall enjoin the rulings, circumstances, prosecution of any litigation or class action by Plaintiffs or any Class Member related to or arising out of the Complaint and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementAction.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. A. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts take all reasonable and necessary steps to cause the Court to enter obtain entry of the Preliminary Approval Order and obtain entry of the Final JudgmentApproval Order. Class Counsel, with FMC’s pre-filing review and approval, shall prepare and file all documents in connection with the Motion for Preliminary Approval and the Motion for Final Approval. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. B. In the event that the court Court fails to issue the Preliminary Approval Order Order, or fails to issue the Final JudgmentApproval Order, Class Counsel and Defendant's Counsel the Parties agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect defect(s) identified by the Court. If, despite their best efforts, the Parties cannot cure said defects, the Settlement Agreement is voidable at the election of Plaintiffs or Defendant with each party returning to their respective pre-settlement posture and without prejudice or waiver to any party’s pre-settlement position on any legal or factual issue. 5. C. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth herein. Any disputes regarding hereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part terms of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval the transactions contemplated hereby. D. Upon Entry of that modified settlement. In the event the Settlement Agreement shall become null and void for any reasonFinal Approval Order, the provisions of Rule 408 of Court shall enter Judgment in accordance with the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result terms of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated , substantially as provided in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves the [Proposed] Final Order and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense Judgment attached to this case in accordance with Agreement as Exhibit 3. The Final Order and Judgment shall enjoin the rulings, circumstances, prosecution of any litigation or class action by Plaintiffs or any Class Member related to or arising out of the Complaint and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementAction.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. 4.1 Class Counsel and Defendants’ Defendant's Counsel shall use their best efforts to cause the Superior Court to enter the Preliminary set an Approval Order Hearing and the Final render Judgment. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. 4.2 Class Counsel and Defendants’ Defendant's Counsel will use their best efforts, consistent with the terms of this Settlement AgreementSettlement, to promptly obtain a Final Judgmentfinal Judgment from the Superior Court approving the Settlement and granting the authorization to institute the Gaiam Québec Action for Settlement purposes only. 4. In the event that the court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, 4.3 Class Counsel and DefendantXxxxxxxxx's Counsel agree to use their best efforts, consistent with this Settlement AgreementSettlement, to cure any defect identified by the CourtSuperior Court during the course of the Approval Hearing to obtain Judgment. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and shall promptly perform their respective obligations set forth herein. 4.4 Any disputes regarding the Parties' obligations under this paragraph Settlement shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision the Superior Court, which shall be binding on the Parties. 6. 4.5 Neither this Settlement Agreement nor any negotiations action or conduct by a Party pursuant to its terms, nor any negotiations, shall be construed, offered, received as, or deemed to be, be evidence of an admission or concession by Plaintiffs or the Class of lack of meritmerit with respect to any claims asserted in the Gaiam Québec Action, or by Defendants Defendant of any liability or wrongdoingwrongdoing whatsoever, whether as alleged in the Gaiam Québec Action or otherwise. Defendant specifically denies that the conduct alleged in the Gaiam Québec Action gives rise to any such liability and specifically denies that any class relating to such allegations properly could be certified as a class for litigation purposes. 7. 4.6 In the event that the Superior Court does not approve any part of this Settlement Agreement and settlementSettlement, then this entire Settlement Agreement and settlement shall become null and void except that PlaintiffsPlaintiff, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the that this Settlement Agreement shall become null and void for any reasonreason and all conduct pursuant to its terms, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding itit will remain confidential and on a without prejudice basis. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement AgreementSettlement, its terms, or the Parties' conduct pursuant to them. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs Plaintiff shall be entitled to continue this action Gaiam Québec Action on behalf of themselves himself and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which PlaintiffsPlaintiff, Class Counsel, and Defendants Defendant agreed to the terms of this settlementSettlement. (b) Defendants Defendant shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which PlaintiffsPlaintiff, Class Counsel, and Defendants Defendant agreed to the terms of this settlementSettlement.

REQUIRED EVENTS. Promptly after the execution of this Settlement Agreement by all Partiesof the undersigned: A. Class Counsel and Defense Counsel shall notify the Court that Plaintiffs and Defendants have reached a settlement. B. Class Counsel and Defense Counsel shall take all necessary steps to obtain approval of the Settlement Agreement and having done so, shall take all necessary steps consistent with this Settlement Agreement to obtain judicial approval of the Settlement and the dismissal with prejudice of the Action. C. Class Counsel shall submit the Settlement Agreement to the Court for Preliminary Approval and shall move this Court to: 1. Class Counsel and Defendants’ Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final Judgment. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the this Settlement Agreement as within sufficiently fair and reasonable to warrant sending notice to the range of fair, reasonable, and adequate Settlement Class preliminarily certified for purposes of issuing noticesettlement purposes; (b) Approve 2. Determine or approve the contents Notice to be given to the Class Members advising them of the Class Notice Settlement and Methods in of the Fairness Hearing and finding that the Notice Plan: is reasonable and the best practicable notice under the circumstances; is reasonably calculated to apprise Class Members of the pendency of the Action and of their right to object to the Proposed Settlement; constitutes due, adequate, and sufficient notice to all persons entitled to receive notice; and meets the requirements of Louisiana law and requirements of due process under the Louisiana and United States Constitutions; 3. Require that any Class Member who does not submit a timely, written request for exclusion in accordance Notice will be bound by all proceedings, orders, and judgments in the Action; and 4. Require that each Class Member who has objections to the proposed settlement file an objection with the Court in accordance with section VII., infra; 5. Approve the Claims Administrator and Court Appointed Disbursing Agent; 6. Direct the Claims Administrator to: a. devise a plan for establishing appropriate reserves to be deducted from the settlement funds in order to establish the amount available from the settlement funds for distribution to Class Members; b. establish appropriate criteria for evaluation of claims of Class Members; c. review and evaluate claims of Class Members; d. establish proposed allocations for each Class Member in accordance with these criteria and evaluations; e. prepare the Allocation Plan for distribution of the proposed allocations; f. submit to the Court a report(s) on the above, along with recommendations for the Court’s’ consideration in proceeding with the allocation and distribution process following the Effective Date; g. engage such staff, deputies, and experts as reasonably necessary and conduct such hearings as may be necessary and appropriate to carry out this assignment, the Class Member disbursement, the distribution of class counsel fees, and other responsibilities necessitated to effectuate this Settlement; and h. perform such other acts and functions as may be necessary or appropriate to fulfill the duties and responsibilities as set forth herein, assist the Court in further settlement negotiations, or as the Court may direct. 7. Direct the Court Appointed Disbursing Agent to: a. be responsible for maintaining records pertaining to receipts and disbursements; maintaining an accounting of all claims, fees, costs, and expenses and the computerized generation and preparation of all data regarding evaluation of claims; maintaining an accounting of the eventual disbursement of the Settlement funds; and the administration of the Settlement Fund account, with the Settlement Fund Deposit Holder, subject in all respects to the further orders and direction of the Court; b. apply for a taxpayer identification number to establish a Qualified Settlement Fund as defined by 26 U.S. Code § 468B and the regulations promulgated thereunder for the Class Action Settlement; c. to establish a bank account (cor accounts) with Settlement Fund Deposit Holder, said account(s) operated to meet requirements of a qualified settlement fund, to the extent permitted by applicable law, be treated for tax purposes as a qualified settlement fund as defined by 26 U.S. Code § 468B and the regulations promulgated thereunder. Except as otherwise provided in the Settlement Agreement, the Settlement Fund account shall be maintained and managed with interest under the supervision and orders of the Court. 8. Schedule a Final Approval Fairness Hearing to review comments regarding the proposed Class objections to this Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class this Settlement and the application for acceptance an award of attorneys' fees and reimbursement of litigation costs and expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checksthis Settlement Agreement. 3. D. Class Counsel and Defendants’ Defense Counsel will use their best efforts, consistent with cooperate to undertake all reasonable actions in order to accomplish the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4above. In the event that the court Court fails to issue the grant Preliminary Approval Order or fails to issue the a Final Judgment, Class Counsel and Defendant's Defense Counsel agree to use their best all reasonable efforts, consistent with this the Settlement Agreement, Agreement to cure any defect identified by the Court. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and shall promptly perform their respective obligations set forth herein. Any disputes regarding the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. A. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts take all reasonable and necessary steps to cause the Court to enter obtain entry of the Preliminary Approval Order and obtain entry of the Final JudgmentApproval Order. Class Counsel, with Sunbeam’s pre-filing review and approval, shall prepare and file all documents in connection with the Motion for Preliminary Approval and the Motion for Final Approval. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached hereto, which by its terms shall: (a) Preliminarily approve the terms of the Settlement Agreement as within the range of fair, reasonable, and adequate Settlement for purposes of issuing notice; (b) Approve the contents of the Class Notice and Methods in the Notice Plan; (c) Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expenses, granting the incentive awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. B. In the event that the court Court fails to issue the Preliminary Approval Order Order, or fails to issue the Final JudgmentApproval Order, Class Counsel and Defendant's Counsel the Parties agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect defect(s) identified by the Court. If, despite their best efforts, the Parties cannot cure said defects, the Settlement Agreement is voidable with each party returning to their respective pre-settlement posture and without prejudice or waiver to any party’s pre-settlement position on any legal or factual issue. 5. C. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth herein. Any disputes regarding hereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the Parties' obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part terms of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 transactions contemplated hereby. D. Upon Entry of the Federal Rules Final Approval Order, Judgment shall be entered in this Action on its merits and with prejudice, subject to the continuing jurisdiction of Evidence the Court. The Final Approval Order also will apply enjoin the prosecution of any litigation or class action related to it claims of defect in the Product on the basis of facts alleged or that could have been alleged in the Complaint. i. $25.00 Cash Refund with Return of Cut Power Cord from Product: Sunbeam will pay a cash refund of $25.00 to any Class Member who submits a timely Claim Form and all negotiations surrounding itboth (1) cuts and returns the Product’s power cord; and (2) provides a photograph of the Product from which the power cord was cut. No admission additional proof of law or factpurchase is necessary if Claimant purchased the Product from Costco. Otherwise, or combination thereof, a proof of purchase (receipt) is required and must also be provided for a valid Claim. The Claims Administrator will provide a prepaid shipping label and return envelope to Class Members who elect the benefit in this paragraph. Approved Claims under this paragraph will be found to exist as paid by the Approved Claim Payment Date. ii. $12.50 Cash Refund or $17.50 Purchase Credit Without Return of Cut of the Product may, at their election, make a result of this Settlement AgreementClaim for either $12.50 Cash Refund or $17.50 credit for use against new purchases from xxx.xxxxxxxxxxxxxx.xxx. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: The credit is valid for one hundred and eighty (a180) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, days from the date on which Plaintiffsof issuance. No additional proof of purchase is necessary if Claimant’s purchase of the Product is verified by Costco. Otherwise, Class Counsel, a proof of purchase (receipt) is required and Defendants agreed to the terms of this settlementmust also be provided for a valid Claim. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. A. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms attached hereto as Exhibits D and C, respectively. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F, attached heretoD, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement Agreement, including the certification of the Class for purposes of this Settlement Agreement, as within the range of fair, reasonable, reasonable and adequate Settlement settlements for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan; (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment (in substantially the same form as Exhibit C) approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive awards Incentive Award application by of the Class RepresentativesRepresentative, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Defendant’s Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's ’s Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court; provided, however, that in no event shall Defendant be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to such Defendant. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. Any disputes regarding the Parties' ’ obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative the Mediator and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms agreed to by the Parties. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F, attached heretoC, which by its terms shallshall seek that the Court: (a) a. Preliminarily approve the terms of the Settlement Agreement Agreement, including the certification of the Settlement Class for purposes of this Settlement only, as within the range of fair, reasonable, reasonable and adequate Settlement for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan;; and, (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive service awards application by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Defendant’s Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's ’s Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court; provided, however, that in no event shall Defendant be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to the Defendant. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. Any disputes regarding the Parties' ’ obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx X. Xxxx or his her designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Settlement Class of lack of merit, or by Defendants Defendant of any liability or wrongdoingwrongdoing whatsoever, whether as alleged in the Complaint or otherwise. Defendant specifically denies that the conduct alleged in the Complaint gives rise to any such liability and that any class relating to such allegations properly could be certified as a class for litigation purposes. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except void; however, that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the that this Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) a. Plaintiffs shall be entitled to continue this action on behalf of themselves and the Settlement Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30April 22, 2016, the date on which Plaintiffs, Class Counsel, and Defendants Defendant agreed in principle to the terms of this settlement. (b) Defendants b. Defendant shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30April 22, 2016, the date on which Plaintiffs, Class Counsel, and Defendants Defendant agreed in principle to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all the Parties: 1. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms attached to the Motion for Preliminary Approval. 2. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order in substantially the same form as Exhibit F, attached heretoOrder, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement, including the certification of the Class for purposes of this Settlement Agreement only, as within the range of fair, reasonable, and adequate Settlement settlements for purposes of issuing noticenotices; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan; (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive awards application Service Award request by the Class Representatives, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Defendant’s Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's ’s Counsel agree to use their best efforts, consistent with this Settlement Agreement, efforts to cure any defect identified by the Court; provided that, in no even shall Defendant be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to Defendant. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. Any disputes regarding the Parties' ’ obligations under this paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative and his decision shall be binding on the Parties. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementCourt. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 154. Class Counsel and Defendants’ Defendant's Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final Judgment. 255. The Parties to the this Settlement Agreement shall jointly move for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F4, attached hereto, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement, including the certification of the Classes for purposes of this Settlement Agreement only, as within the range of fair, reasonable, reasonable and adequate Settlement for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods in the Notice PlanProgram; (c) c. Approve the procedures set forth herein for Class Members to opt-out from the Classes or to object to the Settlement; and d. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance of attorneys' fees and reimbursement of expenses’ fees, and to consider whether the Court should issue a Final Judgment approving the Class Settlement, granting Class Counsel's request for fees and expensesfees, granting the incentive awards Service Awards application by the Class Representatives, and dismissing the Litigation Actions with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 356. Class Counsel and Defendants’ Defendant's Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 457. In the event that If the court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the CourtCourt provided, however, that in no event shall Defendant be required to agree to any such cure that would increase the cost or burden of this Settlement Agreement to the Defendant. 558. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and shall promptly perform their respective obligations set forth herein. Any disputes regarding the Parties' obligations under this paragraph Paragraph shall be submitted for decision by Judge Xxxxxxx Xxxxx or his designated representative the Court, and his such decision shall be binding on the Parties. 659. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants Defendant of any liability or wrongdoingwrongdoing whatsoever, whether as alleged in the Complaint or otherwise, with Defendant denying any liability or wrongdoing to the Plaintiffs and the Class for any claims alleged in the Complaint or otherwise. 760. In the event that If the Court does not approve any part of this Settlement Agreement and settlementAgreement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant Defendant's Counsel may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the If this Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) a. Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30January 18, 20162023, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.Actions were stayed; and (b) Defendants b. Defendant shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30January 18, 20162023, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlementActions were stayed.

REQUIRED EVENTS. Promptly after execution of this Settlement Agreement by all Parties: 1. Class Counsel and Defendants’ Defendant’s Counsel shall use their best efforts to cause the Court to enter the Preliminary Approval Order and the Final JudgmentJudgment in substantially the forms attached hereto as Exhibits D and C, respectively. 2. The Parties to the this Settlement Agreement shall jointly move by November 30, 2021 for entry of a Preliminary Approval order Order in substantially the same form as Exhibit F, attached heretoD, which by its terms shall: (a) a. Preliminarily approve the terms of the Settlement Agreement, including the certification of the Settlement Class for purposes of this Settlement Agreement only, as within the range of fair, reasonable, reasonable and adequate Settlement for purposes of issuing notice; (b) b. Approve the contents of the Class Notice and Methods methods in the Notice Plan; (c) c. Schedule a Final Approval Hearing to review comments regarding the proposed Class Settlement and to consider the fairness, reasonableness, and adequacy of the proposed Class Settlement and the application for acceptance an award of attorneys' ’ fees and reimbursement of expenses, and to consider whether the Court should issue a Final Judgment (in substantially the same form as Exhibit C) approving the Class Settlement, granting Class Counsel's request ’s application for fees and expenses, granting the incentive awards award application by the Class RepresentativesRepresentative, and dismissing the Litigation with prejudice; and (d) Make the proper distribution to all Class members by means of delivering payment in the form of checks. 3. Class Counsel and Defendants’ Defendant’s Counsel will use their best efforts, consistent with the terms of this Settlement Agreement, to promptly obtain a Final Judgment. 4. In the event that the court Court fails to issue the Preliminary Approval Order or fails to issue the Final Judgment, Class Counsel and Defendant's ’s Counsel agree to use their best efforts, consistent with this Settlement Agreement, to cure any defect identified by the Court; provided, however, that in no event shall Defendant be required to agree to any such cure that would increase the cost or burden of the Settlement Agreement to the Defendant. 5. The Parties acknowledge that prompt approval, consummation, and implementation of the Settlement set forth in this Settlement Agreement are essential. The Parties shall cooperate with each other in good faith to carry out the purposes of and effectuate this Settlement Agreement and Agreement, shall promptly perform their respective obligations set forth hereinhereunder, and shall promptly take any and all actions and execute and deliver any and all additional documents and all other materials and/or information reasonably necessary or appropriate to carry out the terms of this Settlement Agreement and the transactions contemplated hereby. 6. Any disputes regarding the Parties' ’ obligations under this paragraph shall be first submitted to the Court for decision by Judge Xxxxxxx a referral for mediation to mediator Xxxxx X. Xxx or his designated representative and his other agreed upon mediator. If such dispute cannot be resolved via mediation, the Court shall decide such dispute. The Court’s decision shall be binding on the Partiesfinal and binding. 6. Neither this Settlement Agreement nor any negotiations shall be construed, offered, received as, or deemed to be, evidence of an admission or concession by Plaintiffs or the Class of lack of merit, or by Defendants of any liability or wrongdoing. 7. In the event that the Court does not approve any part of this Settlement Agreement and settlement, then this entire Settlement Agreement and settlement shall become null and void except that Plaintiffs, Class Counsel, and Defendant may agree in writing to proceed with a modified settlement and apply for Court approval of that modified settlement. In the event the Settlement Agreement shall become null and void for any reason, the provisions of Rule 408 of the Federal Rules of Evidence will apply to it and all negotiations surrounding it. No admission of law or fact, or combination thereof, will be found to exist as a result of this Settlement Agreement. If this Settlement Agreement fails to be approved or otherwise fails to be consummated in accordance with its terms: (a) Plaintiffs shall be entitled to continue this action on behalf of themselves and the Class in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement. (b) Defendants shall retain all rights to continue its defense to this case in accordance with the rulings, circumstances, and procedural posture that existed in this case on December 30, 2016, the date on which Plaintiffs, Class Counsel, and Defendants agreed to the terms of this settlement.