Common use of Settlement Amount Clause in Contracts

Settlement Amount. (A) Defendant agrees to pay a total Gross Settlement Amount of Five Million Dollars ($5,000,000.00), which shall fully and finally resolve and satisfy any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. 3.1 Contingent on the approval of the Settlement Agreement by the B.C. Court (A) Defendant agrees and/or the Quebec Court, as necessary), the Settling Defendants have agreed to pay a total Gross the settlement amount of CDN $2,750,000 all inclusive (the “Settlement Amount”) on behalf of the Settling Defendants, without any admission of liability, in accordance with this Settlement Agreement. 3.2 The Parties acknowledge that funds will be required to pay for the Notice to class members prior to the issuance of the Settlement Approval Order, defined hereinbelow at section 11. These amounts will be remitted by the Settling Defendants to the Settlement Administrator to effect the Notice of the Settlement Approval Hearing described in section 11.1 and will be deducted from the Settlement Amount. The remainder of the Settlement Amount will be remitted to Settlement Administrator in trust within thirty (30) business days of Five Million Dollars the Effective Date, unless otherwise ordered by the B.C. Court. 3.3 The Settlement Amount shall be provided in full satisfaction of the Released Claims against the Releasees. 3.4 The Settlement Amount shall be all inclusive of all administration costs ($5,000,000.00including notice ), which shall fully and finally resolve and satisfy any and all amounts to be paid toClass Counsel Fees, or on behalf ofinterest, Settlement Class Memberscosts, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amounttaxes, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees other expense whatsoever, though excluding translation costs, which will be borne by the Defendants. 3.5 The Settling Defendants shall have no obligation to pay to the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and Plaintiffs or the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and Members or any other party any amount in addition to the Gross Settlement Amount. Other than , for any reason, pursuant to or in furtherance of this Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess Agreement or the Proceedings. 3.6 Upon payment of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days the Settlement Administrator after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will shall distribute the money Settlement Amount as follows, subject to the approval of the B.C. Court: (a) As set out in section 5, to Class Counsel on account of Class Counsel Fees inclusive of all disbursements and applicable taxes, as approved by the QSF B.C. Court; (b) As set out in section 6, to Class Counsel on account of any Honourarium awarded individually to the Plaintiff Xxxxxxxx, as approved by making the following paymentsB.C. Court; (c) As set out in section 10 and Schedule A, to pay the costs of the Settlement Administrator under the Distribution Protocol, as approved by the B.C. Court; (d) As set out in section 10, to Class Members under the Distribution Protocol, as approved by the B.C. Court; (e) Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any undistributed funds remaining will be distributed, as a cy près donation, with 50% of undistributed amounts going to the Law Foundation of British Columbia and the other 50% to one or more charitable organizations, agreed by the Parties, that may reasonably be expected to benefit Class Members. (f) To the extent that section 9.2 is engaged, then subsections 3.6(a) to (d) will be modified as follows: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2The Quebec Class’s share of the Settlement Amount shall be 23%; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by will ask the Quebec Court as described in Section 3.2to approve fees on 23% of the Settlement Amount; (iii) Paying Named Plaintiff his Service Payment in The Regulation respecting the amount described in Section 3.3, or in the amount otherwise approved percentage withheld by the Court; andFonds d’aide aux actions collectives will apply on any remaining balance of the 23% share of the Settlement Amount attributable to the Quebec Class ; (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4The Distribution Protocol will be administered jointly for the Class and the Quebec Class; (Dv) Plaintiffs Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any funds remaining attributable to the Quebec Class’s 23% share of the Settlement Amount will be informed distributed as a cy près donation to one or more charitable organizations whose mission relates to promoting the wellbeing of those who consume video games and the Quebec Class, as agreed by the Parties, and subject to the approval of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance PeriodCourt. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. a. BancTec and Executive mutually agree that (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) Defendant agrees when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a total Gross Settlement Amount pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of Five Million Dollars ($5,000,000.00)days in such year until and including the Separation Date divided by 365, which shall fully and finally resolve and satisfy any and all amounts multiplied by Executive’s target bonus, to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) within 14 calendar days following the Settlement Effective Separation Date; provided, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3however, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have that if this Agreement has not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after become irrevocable before the expiration of the Acceptance Period such 14 day period, then it will be redistributed among Plaintiffs who have timely cashed their checks or, paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the amount remaining is small enough that 60 day period following the Separation Date begins in one taxable year and ends in a redistribution is not sensible second taxable year, payment shall be made on the first regularly scheduled payroll date in the discretion second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Class CounselSeparation Date (the “Benefit Continuation Period”), the unclaimed funds will Executive shall be donated entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Charity under the cy pres doctrine.Executive’s timely election of such coverage; provided, that, an amount shall be includible in the

Settlement Amount. (A) Defendant 5.1. In consideration for the terms and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to pay deposit into the QSF a total Gross Settlement Amount maximum settlement amount of Thirty-Five Million Dollars ($5,000,000.0035,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall fully be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and finally resolve Opt-In Plaintiffs; Court-approved attorneys’ fees and satisfy costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any and all correctible errors or omissions in determining the settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, or on behalf ofand shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Class Members, any Court-approved Service Payment to Amount less all of the Named Plaintiff following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses finally approved by the Court, the Employer; (ii) Class Counsel’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s attorneys’ fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses finally approved by the Court as described in Section 3.2; Court; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. (A) Defendant agrees to pay a total Gross Settlement Amount On the Closing Date of Five Million Dollars ($5,000,000.00), which shall fully and finally resolve and satisfy any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Courtthis Agreement, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant Company agrees to pay the Reinsurer an amount, in cash or securities mutually agreeable to Reinsurer and the Company, equal to the Settlement Administrator’s fees Amount, which shall be remitted by the Company to the Reinsurer by wire transfer of immediately available funds to an account designated by the Reinsurer. The Reinsurer shall provide the Company by book-entry transfer or with wire transfer instructions and costs up bank routing numbers for the payment of the Settlement Amount at least forty-eight (48) hours prior to Fifty Thousand Dollars the Closing Date. In addition to the Settlement Amount, the Company shall transfer to the Reinsurer all rights, title and interest in any ($50,000i) due and deferred premiums on the Policies as of the Coinsurance Effective Date, (ii) policy loans outstanding on the Policies as of the Coinsurance Effective Date, net of any unearned policy loan interest on those policy loans, and (iii) pre-paid reinsurance premiums for other reinsurance on the Policies, as set forth on SCHEDULE 3.1. The parties agree to make adjustments to the Settlement Amount following Closing, based upon net Statutory Reserves and Liabilities for any Policies or claims improperly or inadvertently omitted or miscalculated in determining the Settlement Amount or which are reinstated after the Coinsurance Effective Date and omitted in the calculation of the Settlement Amount as of the Closing Date (the "Final Settlement Amount"). The Final Settlement Amount will be calculated by the Company and the Reinsurer in the manner set forth on SCHEDULE 3.1 prior to December 31, 2004, and the Employer’s Share of Taxes payable with respect to amounts payable to difference between the Final Settlement Class Members, the Named Plaintiff, Amount and the Service Payment in excess Settlement Amount (the "Reconciliation Amount") shall be paid by the Company to the Reinsurer, or refunded by the Reinsurer to the Company, as the case may be, with interest thereon at the rate of twenty four percent (204.00%) per annum from the Closing COINSURANCE REINSURANCE AGREEMENT Date to the date the Reconciliation Amount is paid within ten (10) days the calculation of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Final Settlement Amount will revert to Defendantis completed (the "Final Settlement Date"). (B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. (A) Defendant agrees to pay a total Gross Settlement Amount On the Closing Date of Five Million Dollars ($5,000,000.00), which shall fully and finally resolve and satisfy any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Courtthis Agreement, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant Company agrees to pay the Reinsurer an amount, in cash or securities mutually agreeable to Reinsurer and the Company, equal to the Settlement Administrator’s fees Amount, which shall be remitted by the Company to the Reinsurer by wire transfer of immediately available funds to an account designated by the Reinsurer. The Reinsurer shall provide the Company by book-entry transfer or with wire transfer instructions and costs up bank routing numbers for the payment of the Settlement Amount at least forty-eight (48) hours prior to Fifty Thousand Dollars the Closing Date. In addition to the Settlement Amount, the Company shall transfer to the Reinsurer all rights, title and interest in any ($50,000i) due and deferred premiums on the Policies as of the Coinsurance Effective Date, (ii) policy loans outstanding on the Policies as of the Coinsurance Effective Date, net of any unearned policy loan interest on those policy loans, and (iii) pre-paid reinsurance premiums for other reinsurance on the Policies, as set forth on SCHEDULE 3.1. The parties agree to make adjustments to the Settlement Amount following Closing, based upon net Statutory Reserves and Liabilities for any Policies or claims improperly or inadvertently omitted or miscalculated in determining the Settlement Amount or which are reinstated after the Coinsurance Effective Date and omitted in the calculation of the Settlement Amount as of the Closing Date (the "Final Settlement Amount"). The Final Settlement Amount will be calculated by the Company and the Reinsurer in the manner set forth on SCHEDULE 3.1 prior to December 31, 2004, and the Employer’s Share of Taxes payable with respect to amounts payable to difference between the Final Settlement Class Members, the Named Plaintiff, Amount and the Service Payment in excess Settlement Amount (the "Reconciliation Amount") shall be COINSURANCE REINSURANCE AGREEMENT paid by the Company to the Reinsurer, or refunded by the Reinsurer to the Company, as the case may be, with interest thereon at the rate of twenty four percent (204.00%) per annum from the Closing Date to the date the Reconciliation Amount is paid within ten (10) days the calculation of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Final Settlement Amount will revert to Defendantis completed (the "Final Settlement Date"). (B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. (A) Defendant agrees Defendants agree to pay a total Gross Settlement Amount of Five up to One Million Four Hundred Fifty Thousand Dollars and Zero Cents ($5,000,000.001,450,000.00), which shall fully and finally resolve and satisfy any claim for attorneys’ fees and costs approved by the Court, any and all amounts to be paid to, or on behalf of, Settlement to Class Members, any Court-approved Service Payment Awards to the Named Plaintiff as more fully set forth hereinPlaintiffs, any claim for Attorneys’ Fees fees and Litigation Expenses approved by costs associated with investing and liquidating the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Qualified Settlement Class Members, the Named PlaintiffFund, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Claims Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000)costs. Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant Defendants will not be required to pay more than the gross total of Five One Million Four Hundred Fifty Thousand Dollars and Zero Cents ($5,000,000.001,450,000.00) under the terms of this Agreement. No portion of , except that Defendants’ obligation to pay employer taxes arising from the Gross wage payments provided for herein is not included in the Settlement Amount will revert to DefendantAmount. (B) By no later than twenty Defendants shall cause the First Installment of the Settlement Amount, equal to Seven Hundred Twenty-Five Thousand Dollars and Zero Cents (20$725,000.00) days to be paid to the Settlement Claims Administrator after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make , and upon expiration of the 30-day period for any relation-back election available with respect party to appeal the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause final Order of the fund to be treated as a QSF for federal income tax purposes as early in time as is possibleCourt. (C) Within thirty (30) calendar days following The Settlement Claims Administrator shall deposit the First Installment of the Qualified Settlement Fund entirely into FDIC insured interest bearing accounts and interest from such interest bearing accounts will become part of the Net Settlement Fund and be held by the Settlement Effective Date, the Settlement Claims Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4;escrow. (D) Plaintiffs will be informed Defendants shall cause the Second Installment of the Acceptance Period in Settlement Amount, equal to Seven Hundred Twenty-Five Thousand Dollars and Zero Cents ($725,000.00), to be paid to the Notices and Settlement Claims Administrator on the Settlement Checks. Plaintiffs must cash their Settlement Checks by earlier of: (i) six months after Defendants cause the end First Installment of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks Amount to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.paid;

Settlement Amount. a. BancTec and Executive mutually agree that February 11, 2011 (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have resigned for Good Reason from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $325,000) and Executive’s target bonus (which the parties agree is an additional $325,000) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that Executive’s target bonus amount shall be paid on or about the earlier of (A) Defendant agrees when bonuses under the then-current 2011 Bonus Plan are generally paid to pay the executive staff, or (B) June 30, 2012; ii. Executive shall have the right to participate at BancTec’s expense, for a total Gross Settlement Amount period of Five Million Dollars 18 months after the Separation Date, in BancTec’s Employee Benefits ($5,000,000.00)other than vacation rights) for which the Executive is eligible; provided however, which that this right shall fully terminate upon Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits; and iii. Executive is also entitled to certain accrued rights as follows: A. Any accrued but unpaid salary for any period of time worked prior to (and finally resolve including) the Separation Date and satisfy any and all other amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment which the Executive otherwise is entitled hereunder prior to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) date of the Net Settlement Amount, and Executive’s termination of employment; B. Any bonus compensation earned but not paid that relates to any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition calendar year ended prior to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes date of termination of employment, in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under accordance with the terms of this Agreement. No portion of the Gross Settlement Amount Bonus Plan, which, if any, will revert be paid on or about the same date as other payments under such prior year Bonus Plan are made; C. Accrued and unused vacation pay, equivalent to Defendant.$4,806.25; (B) By no later than twenty (20) days after D. Reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with BancTec policy prior to the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. Executive’s termination; E. The Settlement Administrator will act Employee Benefits as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect which to the QSF Executive (or his dependents or beneficiaries, as applicable) are entitled under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, employee benefit plans of BancTec or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated its affiliates pursuant to the Charity under terms of such plans, for the cy pres doctrinetimeframe specified in 1.c.

Settlement Amount. (A) Defendant agrees In consideration of Claimant’s promises, releases and other agreements as set forth in this Confidential Release, Claimant and Claimant’s Counsel shall be paid a minimum of , based on the proof submitted by the Claimant to pay a total Gross the Special Settlement Masters. The Ultimate Settlement Amount will be determined by the Special Settlement Masters through the claims administration process based on the materials submitted by the Claimant and their counsel and as ultimately evaluated and determined by the Special Settlement Masters, provided that such amount will not be less than the amount specified above. The Special Settlement Masters are hereby authorized to hold back sums from the Settlement Amount, pursuant to written protocols developed by the Special Settlement Masters and the Participating Law Firms, for the satisfaction of Five Million Dollars ($5,000,000.00)any liens, which shall assignments or third party claims as set forth in Paragraph 6 below of this Confidential Release. Through the procedures, protocols and Claims Form established by the Special Settlement Masters, Claimant has elected and agreed to a) submit his/her claim to the claims administration process; b) to fully and finally resolve accept the Settlement Agreement Amount to be determined by the Special Settlement Masters; and satisfy c) to waive any right to challenge or dispute the Special Settlement Masters’ final award, except as provided in Paragraph 15 below. Copies of the Claimant’s Claim Form reflecting such election and agreement, as well as the final award determination made by the Special Settlement Master, are incorporated herein as though set forth in full. Payment of the Settlement Amount shall be made to the Claimant and Claimant’s Counsel from the Settlement Fund established by the Master Settlement Agreement. Payment shall be made only after Lilly receives from Claimant a fully executed original of this Confidential Release and after the Special Masters certify that liens, assignments or other third party claims, if any, set forth in Paragraph 6 of the Confidential Agreement have been or will be satisfied by the Claimant or an appropriate hold-back order issued pursuant to protocols established by the Special Settlement Masters. Claimant agrees that payment of the Settlement Amount constitutes full compensation and settlement for any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees claims identified and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) released under the terms of this AgreementParagraph 3 below. No portion Claimant Table of Contents agrees not to seek anything further from Lilly or any other person or entity, including any other payment, in regard to such claims. Lilly accepts no responsibility or liability for an allocation or division of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days after Amount. Further, neither Lilly, their counsel nor Claimant’s counsel accepts responsibility for any tax liability or adverse effect on third party benefits received by the date Claimant, if any, arising out of Preliminary Approval Orderthe receipt of these settlement proceeds, Defendant shall deposit and the Gross Settlement Amount into Claimant acknowledges that neither Lilly, their counsel or Claimant’s counsel has made representations regarding the QSF. The Settlement Administrator will act as escrow agent and will have taxability or non-taxability or the authority to release the Gross Settlement Amount from escrow immediately for purposes effect on Claimant’s receipt of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated third party benefits as a QSF for federal income tax purposes as early in time as is possibleresult of Claimant’s receipt of these settlement proceeds. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. (A) Defendant agrees Defendants agree to pay a total maximum Gross Settlement Amount of Five One Million Three Hundred Forty One Thousand Seven Hundred Fifty Two Dollars ($5,000,000.001,341,752.00) (subject to their right to terminate this Agreement as set forth in Section 5.1), which shall fully and finally resolve and satisfy any claim for attorneys’ fees and costs approved by the Court, any and all amounts to be paid to, or on behalf of, Settlement to Class Members, any Court-approved Service Payment Awards to the Named Plaintiff as more fully set forth hereinPlaintiffs, all Employer Payroll Taxes, any claim payments for Attorneys’ Fees PAGA penalties, and Litigation Expenses approved by the Courtall other applicable taxes, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiffinterest, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Claims Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000)costs. Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant Defendants will not be required to pay more than the gross total of Five One-Million Three-Hundred-Forty- One-Thousand Seven-Hundred-Fifty-Two Dollars ($5,000,000.001,341,752.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no No later than twenty (20) days after the date of Preliminary Approval OrderEffective Date, Defendant Defendants shall fund and deposit the Gross Settlement Amount Amount, which will be an amount sufficient to cover all Participating Claimants’ Settlement Checks, the Reserve Fund, the Court approved attorneys’ fees and costs, the Settlement Claims Administrator’s fees and costs including those associated with Notice, any payments for PAGA penalties and Service Awards, into the QSF. The Settlement Administrator will act as escrow agent and will have Any settlement share amounts not claimed by Class Members because they did not submit a Claim Form to be a Participating Plaintiff, any portion of the authority to release the Gross Settlement Amount attributable to attorneys’ fees and costs, settlement administration fees and costs and/or Service Awards not awarded by the Court, and any other amount remaining after the terms of this Agreement are fully carried out shall be retained by Defendants. Any interest accrued from escrow the QSF shall immediately for purposes be added to and become part of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possibleAmount. (C) Within thirty (30) calendar The Settlement Claims Administrator shall notify Class Counsel within 90 days following after the transmission of Settlement Checks as to the names of any Participating Claimant that has yet to cash his/her Settlement Check. Settlement Checks not cashed within the Check Cashing Period will be void and a stop-payment directive shall be placed by the Settlement Effective Date, Claims Administrator with the Settlement Administrator will distribute the money applicable bank. The amounts in the QSF attributable to the void and uncashed Settlement Checks will revert to Defendants. Participating Claimants who do not redeem their Settlement Checks shall remain bound by making this Settlement and the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described Releases in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by 4.1. Within 90 days of the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in end of the amount described in Section 3.3Check Cashing Period, the amounts of uncashed Settlement Checks shall be returned to Defendants. This Agreement and the Judgment of Dismissal do not and will not create any unpaid residue or in unpaid residual with respect to the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4;amounts of uncashed checks, and no distribution of such shall be required. The provisions of any unclaimed property statute or law do not apply to this action or this Agreement. (D) Plaintiffs The Parties agree that the QSF is intended to be a “Qualified Settlement Fund” under Section 468B of the Code and Treas. Reg. §1.468B-1, 26 CFR § 1.468B-1, et seq., and will be informed administered by the Settlement Claims Administrator as such. With respect to the QSF, the Settlement Claims Administrator shall: (1) calculate, withhold, remit and report each Class Member’s share of applicable payroll taxes (including, without limitation, federal, state and local income tax withholding, FICA, Medicare and any state or local employment taxes), and indemnify Defendants for any penalty arising out of any error or incorrect calculation and/or interest with respect to any late deposit of the Acceptance Period same; (2) calculate and remit the Employer Payroll Taxes; (3) satisfy all federal, state and local and income and other tax reporting, return and filing requirements with respect to the QSF; and (4) satisfy out of the QSF all (i) taxes (including any estimated taxes, interest or penalties) with respect to the interest or other income earned by the QSF, and (ii) fees, expenses and costs incurred in connection with the opening and administration of the QSF and the performance of its duties and functions as described in this Stipulation. The aforementioned taxes, fees, costs and expenses shall be treated as and included in the Notices costs of administering the QSF. The Parties and the Settlement Claims Administrator shall elect to treat the Settlement Fund as coming into existence as a Qualified Settlement Fund on the earliest date set forth in 26 CFR §1.468B-1(j)(2)(i), and that such election statement shall be attached to the appropriate returns as required by 26 CFR §1.468B-1(j)(2)(ii). The Parties agree to cooperate with the Settlement ChecksClaims Administrator and one another to the extent reasonably necessary to carry out the provisions of this Section. Plaintiffs must cash their The parties will require the Settlement Checks by Claims Administrator to indemnify and hold harmless the end Parties for and against any claims or liabilities resulting from errors or omissions in its administration of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance PeriodQSF. (E) Ninety The Settlement Claims Administrator shall set aside $10,000.00 of the QSF as a Reserve Fund (90the “Reserve Fund”) to resolve any errors or omissions in the Class List or for any late claims that the Parties have agreed, or that Judge Xxxx determines, should be paid. Any individual wishing to collect from the Reserve Fund shall submit a sworn, notarized statement along with a fully executed Claim Form and Release and a W-9 Tax Form and all Authorization Documents to Class Counsel or the Settlement Claims Administrator. Class Counsel or the Settlement Claims Administrator shall promptly email all supporting documents from any such individual to Defendants’ Counsel and Class Counsel, and in no event later than 75 days after the Settlement Checks are distributed to the Participating Claimants. Fifteen (15) days after such supporting documents are made available to the Parties, the Parties shall endeavor to resolve all errors, omissions, or late claims. For those alleging that they should have been included in the Class, and for any other claimed error or dispute, it will be presumed that Defendants’ records and/or the records of the post office and/or the Settlement Claims Administrator (the “Settlement Records”), are accurate unless the Class Member provides competent evidence otherwise. If the Class Member does not provide documentary evidence that contradicts the Settlement Records, Judge Xxxx shall decide the dispute against the individual based on the Settlement Records following a conference with counsel for the Parties. If the Class Member provides competent evidence contradicting the Settlement Records, the parties shall confer in good faith and attempt to resolve the dispute. If such dispute regarding participation or allocation based on contradictory evidence cannot be resolved, such dispute shall be decided by Judge Xxxx., whose decision will be final and binding. Defendants have no obligation to make any payment if the Reserve Fund is exhausted. Any individual who is accepted as a Participating Claimant in accordance with this Section within fourteen (14) or more days prior to the distribution of the Settlement Checks shall be paid from the Net Settlement Fund. Any individual who is accepted as a Participating Claimant in accordance with this Section after the date that is fourteen (14) days prior to the distribution of the Settlement Checks but no later than 180 days after the end of the Check Cashing Period, shall be paid from the Reserve Fund. If an individual is accepted as a Participating Claimant after the date that is fourteen (14) days prior to distribution of the Settlement Checks, but no later than 180 days after the end of the Check Cashing Period, and the Reserve Fund is exhausted, Defendants have no obligation to make a payment to that Participating Class Member. One-Hundred-Eighty (180) days after the start Check Cashing Period, no further claims shall be accepted for any reason. Any amount remaining in the Reserve Fund 180 days after the end of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks Check Cashing Period will be returned to remind Settlement Class Members to cash their Settlement ChecksDefendants. (F) Any All payments including Settlement Checks to Participating Claimants made pursuant to this Agreement shall be deemed to be paid to such Participating Claimants solely in the year in which such payments actually are received by the Participating Claimant. It is expressly understood and agreed that any amount remaining twenty paid to any Participating Claimant shall not create any credit or otherwise affect the calculation of benefits provided under any pension, retirement, retirement savings, excess or supplemental retirement or retirement savings, any deferred compensation, bonus, equity, incentive, severance, displacement, supplemental unemployment, health, life, or disability plan, or any benefit, pension, or other compensation or benefit plan, policy, program, or arrangement (20collectively, the “Lions Gate Benefit Plans”) days after the expiration of the Acceptance Period provided by Defendants or any Releasee. Similarly, no payment made pursuant to this Settlement is or will be redistributed among Plaintiffs who have timely cashed their checks orconsidered as “Compensation,” “Earnings,” “Salary,” or any similar definition under any Lions Gate Benefit Plans, if the amount remaining no payment is small enough that a redistribution is not sensible in the discretion of the Class Counselor may be considered eligible compensation for Lions Gate Benefit Plans, the unclaimed funds or for Lions Gate’s 401(k) Savings and Retirement Plans, or for any other benefit purposes, and no payment will be donated to the Charity require any contribution or award under the cy pres doctrineany Lions Gate Benefit Plan, or otherwise modify benefits, contributions or coverage under any Lions Gate Benefit Plan.

Settlement Amount. (A) Defendant agrees to pay a total Gross 3.1 Contingent on the approval of the Settlement Amount of Five Million Dollars ($5,000,000.00), which shall fully and finally resolve and satisfy any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved Agreement by the Court, the Employer’s Share Defendants have agreed to pay the settlement amount of Taxes payable CDN $2,000,000 (two million dollars) (the “Settlement Amount”) plus costs reimbursement of CDN $26,629 (twenty-six thousand six-hundred and twenty-nine dollars) (the “Cost Reimbursement Amount”) on behalf of the Defendants, without any admission of liability, in accordance with respect to amounts payable to this Settlement Class MembersAgreement. 3.2 Within 60 (sixty) days of the Effective Date, Defence Counsel shall pay the Named Plaintiff, Settlement Amount and the Service Payment up Cost Reimbursement Amount to an aggregate of twenty percent (20%) Xxxxxx Vecchio LLP in trust, unless otherwise ordered by the Court. 3.3 The Settlement Amount and the Cost Reimbursement Amount shall be provided in full satisfaction of the Net Released Claims against the Releasees. 3.4 The Settlement AmountAmount and the Cost Reimbursement Amount shall be all inclusive of all administration costs (including notice and translation), Class Counsel Fees, interest, costs, and any Settlement Administrator’s fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees other expense. 3.5 The Defendants shall have no obligation to pay to the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and Plaintiff or the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and Members any amount in addition to the Gross Settlement Amount and the Cost Reimbursement Amount. Other than , for any reason, pursuant to or in furtherance of this Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess Agreement or the Proceedings. 3.6 Upon payment of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty (20) days Class Counsel after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, Class Counsel intends to distribute the Settlement Administrator will distribute Amount as follows, subject to the money in approval of the QSF by making the following paymentsCourt: (ia) Paying As set out in section 5, to Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing on account of Class Counsel for Fees inclusive of all Litigation Expenses approved by the Court disbursements and applicable taxes, as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (Db) Plaintiffs As set out in section 6, to Class Counsel on account of any Honourarium awarded individually to the Plaintiffs, as approved by the Court; (c) The funds remaining will be informed of distributed as a cy près donation in accordance with the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.Distribution Protocol at Schedule E.

Settlement Amount. (A) Defendant Notwithstanding the terms and conditions of the Note, Borrower covenants and agrees to pay a total Gross Settlement Amount of Five Million Dollars to Lender $265,000.00 plus accrued interest thereon ($5,000,000.00), which shall fully and finally resolve and satisfy any and all amounts to be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net “Settlement Amount, and any Settlement Administrator’s fees and costs ”) in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable accordance with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms and conditions of this Agreement. No portion of the Gross The Settlement Amount will revert be due and payable to Defendant. Lender in fourteen (B14) By no later than twenty payments (20) days after the date of Preliminary Approval Ordereach such payment, Defendant shall deposit the Gross Settlement Amount into the QSFan “Amortization Payment”). The first thirteen (13) Amortization Payments will be in the amount of $20,000.00 each and the fourteenth (14th) Amortization Payment will be in the amount of the unpaid balance of the Settlement Administrator Amount. The first Amortization Payment is due and payable to Lender on or before October 21, 2016, and each successive Amortization Payment is due and payable to Lender on or before the fifth (5th) day of each month thereafter until November 5, 2017 (each such date, a “Payment Date”). The first thirteen (13) Amortization Payments shall be made as follows: (i) $10,000.00 in cash, and (ii) if elected by Lender in its sole discretion, up to $10,000.00 in shares of Borrower’s Common Stock (“Payment Shares”); provided that any portion of any Amortization Payment that is paid via Payment Shares (the “Conversion Amount”) shall be subject to the following conditions: (a) the number of Payment Shares deliverable with respect to any portion of any Amortization Payment made in Common Stock shall be equal to the Conversion Amount divided by the Market Price (as defined below); (b) all Payment Shares must be delivered in the manner set forth in Section 9 of the Note; and (c) the applicable Payment Shares must have been received by Lender or its broker, as applicable, and become Free Trading within three (3) Trading Days of the delivery of the Conversion Notice (as defined below) for such Amortization Payment to be deemed to have been timely made. The fourteenth (14th) and final Amortization Payment shall be made in cash. If Lender elects to receive a particular Conversion Amount via Payment Shares, then in such event Lender will act as escrow agent deliver a conversion notice (a “Conversion Notice”) to Borrower setting forth the number of Payment Shares deliverable with respect to such Conversion Amount. Any Payment Shares delivered pursuant to this Section 2 shall be subject to a true-up in accordance with the terms and will have provisions of Section 11 of the authority Note. In addition, if any Conversion Amount in any month is less than $10,000.00, then in the following month or months Lender shall be allowed to release convert an amount equal to the Gross Settlement difference between the amounts Lender was allowed to convert and the amounts Lender actually converted. For illustration purposes only, if Lender’s aggregate Conversion Amounts during the first two (2) months following the Effective Date were $15,000.00, then Lender would be entitled to convert a Conversion Amount of up to $15,000.00 in the next month (the $10,000 available for conversion during such third month, plus the $5,000.00 carryover from escrow immediately the first two (2) months). If Lender’s aggregate Conversion Amounts during the third month following the Effective Date were $12,000.00 for purposes of administering this example, then Lender would be entitled to convert a Conversion Amount of up to $13,000.00 during the Settlement reflected in this Agreement immediately following month. For purposes hereof the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to term “Market Price” shall mean 60% multiplied by the QSF under Treasury Regulation § 1.468B-1(j)(2)(iiaverage of the three (3) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, the Settlement Administrator will distribute the money lowest Closing Bid Prices in the QSF by making ten (10) Trading Days immediately preceding the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service applicable Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance PeriodDate. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. (A) Defendant agrees Pursuant to pay a total Gross the terms of this Settlement Amount of Five Million Dollars ($5,000,000.00)Agreement, which shall fully and finally resolve and satisfy any and all amounts the settlement amount to be paid toby Defendant, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s fees and costs in excess of Fifty shall be Two Million Three Hundred Thousand Dollars ($50,000). Defendant agrees to pay 2,300,000.00) (the “Gross Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000Fund”), and all to be paid within 5 business days of the EmployerCourt’s Share entry of Taxes payable with respect final approval of the Settlement. Subject to amounts payable to Settlement Class Members, the Named PlaintiffCourt approval, and following receipt in the Service Payment in excess of twenty percent (20%) of the Net Qualified Settlement AmountFund, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees Fund shall be distributed, as shown on Schedule 1, attached hereto, and costs up as follows: (a) the sum of $7,500 to Fifty Thousand Dollars the Class Representative ($50,000the “General Release Payment”); (b) and Employer’s payroll taxes in excess of the amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the gross total of Five Million Dollars ($5,000,000.00) under the terms of this Agreement. No portion one-third of the Gross Settlement Amount will revert Fund, net of the one-time General Release Payment, shall be paid to Defendant. Class Counsel as Class Counsel’s fees (B) By no later than twenty (20) days after the date of Preliminary Approval Order“Class Counsel’s Fees”). In addition, Defendant shall deposit Class Counsel is entitled to be paid from the Gross Settlement Amount into Fund for their litigation expenses (including the QSF. The Class Representative’s share of the Mediator’s fee; the production and mailing of the Class Notice and the fees and expenses of the Settlement Administrator will act as escrow agent and will have Administrator) (“Class Counsel’s Expenses”)1; (c) the authority to release balance of the Gross Settlement Amount from escrow immediately for purposes Fund shall be allocated as shown on Schedule 2, which reflects each Class member’s share of administering the Gross Settlement reflected Fund, after the deduction of the General Release Payment, Class Counsel’s Fees and Class Counsel’s Expenses (the “Pre-tax Net Amounts”). Class Counsel represents that they have determined, in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the fund to be treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Dategood faith, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel CourtPre-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel Tax Net Amounts for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion each of the Class 1 Class Counsel’s Expenses are estimated to be approximately $92,000. members. For avoidance of doubt, the unclaimed funds will be donated to the Charity this is a “claims paid” settlement, meaning that, following Final Approval and consummation of Defendant’s obligations under the cy pres doctrineSettlement Agreement, all Class members who do not opt-out will automatically be issued a check to their last known address without having to take any action. Defendant agrees not to oppose Class Counsel’s Fees, Class Counsel’s Expenses and the General Release Payment, in the amounts described herein.