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) 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 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.

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) Defendant This is an un-capped claims-made settlement in which Levy agrees to pay a total Gross Settlement Amount of Five Million Class Members pursuant to the following Allocation Formula: Two Hundred and Fifty Dollars and No/100 Cents ($5,000,000.00250.00) to each Tier One Class Member, and for individuals who submit Claim Forms, One Thousand Nine Hundred and Fifty Dollars and No/100 Cents ($1,950.00) to each Tier Two Class Member, and Two Thousand Three Hundred and Fifty Dollars and No/100 Cents ($2,350.00) to each Tier Three Class Member. The total amount owed to Settlement Class Members will be transferred to the Settlement Administrator as escrow agent, within fourteen (14) days of the Effective Date. (B) Levy agrees to transfer Five Thousand Dollars and No/100 Cents ($5,000.00) to the Settlement Administrator, within fourteen (14) days of the Effective Date of this Settlement. This amount shall be paid to Named Plaintiff as part of any Court- approved Service Award as soon as practicable thereafter, but in any event no later than ten (10) days after Defendants’ transfer the Service Award to the Settlement Administrator. (C) Class Counsel will seek Court approval of an award of One Hundred Sixty-Five Thousand Dollars and No/100 Cents ($165,000.00), for the payment of attorneys’ fees and costs. Levy agrees to transfer One Hundred Sixty-Five Thousand Dollars and No/100 Cents ($165,000.00) to the Settlement Administrator, within fourteen (14) days of the Effective Date of this Settlement, which shall fully and finally resolve and satisfy any and all amounts be wired to be paid toPlaintiff’s Counsel as soon as practicable thereafter, 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 Employerbut no later than ten (10) days after Levy’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%) transfer of the Net Settlement Amount, and any Settlement Administrator’s attorneys’ fees and costs in excess to the Settlement Administrator. (D) The entire cost of Fifty Thousand Dollars implementing the injunctive/programmatic relief provisions of this Agreement shall be paid by Levy. This commitment includes, but is not limited to, the funding of the work of the Consultant, her staff, and other experts and consultants as reasonably required. ($50,000). Defendant agrees to E) Levy shall pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars costs. ($50,000), and F) Levy shall pay 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 full fees and costs up for services rendered by Hunter X. Xxxxxx related to Fifty Thousand Dollars the April 23, 2018 mediation, as well as any future costs and fees related to the provision of Hunter X. Xxxxxx’ ($50,000or a mutually agreed upon replacement’s) and Employer’s payroll taxes services as Arbitrator as defined 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 Settlement Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (BG) By no later than twenty (20) days after Any uncashed checks shall be used to cover 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 costs of the Acceptance Period in the Notices and on the Settlement Checkssettlement administration. 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 PeriodIf Excess Funds exist, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks distribute the Excess Funds to remind Settlement Class Members Getting Out and Staying Out (GOSO). Notwithstanding this provision, Levy shall pay $5,000 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 orGetting Out and Staying Out, only if the amount remaining is small enough Excess Funds are less than 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 doctrineamount.

Settlement Amount. (A) Defendant agrees to pay a total the Gross Settlement Amount of Five Million Dollars ($5,000,000.00)Fund, which shall fully and finally resolve and satisfy any and all claims that were or could have been asserted in this Litigation, including without limitation, for (i) attorneys’ fees, expenses, and costs; (ii) fees to the Claims Administrator; (iii) all amounts to be paid to, or on behalf of, Settlement to all Participating Class Members, any Court-approved Service Payment to the Named Plaintiff Members for releasing claims as more fully set forth herein, ; and (iv) any claim for Attorneys’ Fees and Litigation Expenses approved by Service Awards; but excluding 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 employer-side payroll taxes in excess of the amount allocated set forth in Section 3.4(B4.1(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 Other than twenty (20) days after any employer-side payroll taxes such as FICA, FUTA, and the date of Preliminary Approval Orderlike, the maximum total payment by Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator will act as escrow agent under this Agreement, including all attorneys’ fees, subject to Court approval, and will have the authority to release the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in past, present, and future costs, liquidated damages, penalties, interest, and any other payments provided by this Agreement immediately following or recoverable in 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 Litigation is possible$4,135,000.00. (C) Defendant shall fund the Escrow Account established by the Claims Administrator within 10 days after the Effective Date. (D) Within thirty (30) calendar 20 days following of the Settlement Effective Date, the Settlement Claims Administrator will distribute set aside 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 Error Fund to cover any correctable errors or omissions related to Defendant’s data and/or mistakes made during administration which are of no fault by the Court as described in Section 3.2; (iiiClass Member(s) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, and satisfy any claims for relief allowed pursuant to Federal Rule of Civil Procedure 60(b)(1) 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 Period60(d). (E) Ninety (90) Within 21 days after the start of the Acceptance PeriodEffective Date, the Settlement Claims Administrator shall contact any Settlement will make each distribution in the follower order. (1) Paying the Claims Administrator’s total fees. (2) Paying Class Counsel’s Court-approved costs. (3) Paying Class Counsel's Court-approved attorneys’ fees. (4) Paying Court-approved Service Awards. (5) Paying Participating Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement ChecksPro Rata Shares. (F) Class Members will have 90 days from the date of mailing to endorse and cash their Initial Settlement Distribution Checks. (G) Any amount remaining twenty (20) days of the Net Settlement Fund attributable to Class Members who timely filed an Opt-out Statement and any uncashed Initial Settlement Distribution Checks or Service Awards sent to Participating Class Members shall revert to Defendant after the expiration of 90 days from the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks ordate of mailing the Initial Settlement Distribution Checks. (H) Within 180 days of the Effective Date, if the amount remaining is small enough that a redistribution is not sensible any funds remain in the discretion Error Fund, the Claims Administrator will make a subsequent distribution to each Participating Class Member using the allocation method set forth in Section 4.5 of this Agreement, and issue Subsequent Settlement Distribution Checks accordingly. (I) Class Members will have 90 days from the date of mailing to endorse and cash their Subsequent Settlement Distribution Checks. (J) Any amount of the Class Counsel, Net Settlement Fund attributable to uncashed Subsequent Settlement Distribution Checks shall revert to Defendant after the unclaimed funds will expiration of 90 days from the date of mailing. (K) All amounts remaining in the Gross Settlement Fund and Net Settlement Fund 100 days after the mailing of the Subsequent Settlement Distribution Checks (or 100 days after the Claims Administrator determines that no Subsequent Settlement Distribution Checks are to be donated paid) shall revert to the Charity under the cy pres doctrineDefendant.

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. (Ai) In consideration for the settlement and a release of all claims of the Settlement Class against Defendant, Defendant agrees to pay a total Gross Settlement Amount of Five Million Dollars ($5,000,000.00)to each Class Member, 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 through the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the CourtAdministrator, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class MembersPayout Amounts, 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;Exhibit A, from the maximum $404,000 payment described in paragraph 23 above. Confidential individual notices will be mailed to each Class Member by the Administrator selected by Class Counsel. Class Counsel shall be responsible for the cost of hiring the Administrator, as well as any costs associated with supervising the administration of the Settlement Fund. Defendant is not responsible in any respect for any costs of settlement administration. (ii) Reimbursing Within seven (7) days of receiving from Defendant the maximum $404,000 payment described in paragraph 23 above, the Administrator will issue a settlement check to each Class Member who has not excluded himself/herself pursuant to paragraph 30 below. (a) Class Members will be solely responsible for the payment of any and all taxes of any kind that may be due and payable in connection with the payments made to them under this Agreement. Class Members shall indemnify and hold harmless Defendant and any other entities affiliated, in whole or in part with or by Defendant, and its past, present and future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the part of the Internal Revenue Service or any other taxation authority in connection with any payments made under this Settlement Agreement. (b) Class Counsel will be solely responsible for the payment of any and all Litigation Expenses approved taxes of any kind, if any, that may be due and payable in connection with payments made to Class Counsel. Class Counsel agrees to indemnify and hold harmless Defendant and any other entities affiliated, in whole or in part with or by Defendant, and its past, present and future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the Court as described part of the Internal Revenue Service or any other taxation authority in Section 3.2;connection with any payments made to Class Counsel under this Settlement Agreement, including the $10,000 in enhancement payments that Class Counsel will forward to Plaintiff and the Opt-In Plaintiffs.. (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; andThe Administrator shall provide each Participating Class Member with a Form W-2 for his/her payment. (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed Any amounts which accrue due to the failure of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must a Participating Class Member to 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 his/her settlement check within ninety (90) days after the start of the Acceptance Perioddate of the check shall revert to Defendant, consistent with the Parties’ intent that any unused portion of the maximum $404,000 payment described in paragraph 23 above is and shall remain the property of Defendant. Within 120 days of the date of the settlement checks, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks issue to remind Settlement Class Members to cash their Settlement ChecksDefendant a check representing the total amount of all uncashed 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 the Gross Settlement Amount of Five Million Two Hundred Ninety- Seven Thousand and No/100ths Dollars ($5,000,000.00297,000.00), 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 Award to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by all amounts to be paid to the Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named PlaintiffLWDA, 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). 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 Amountcosts. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s the employer payroll taxes in excess of the amount allocated described in Section 3.4(B) below3.5(C), Defendant Defendants will not be required to pay more than the gross total of Five Million Two Hundred Ninety-Seven Thousand and No/100ths Dollars ($5,000,000.00297,000.00) under the terms of this Agreement. No portion of the Gross Settlement Amount will revert to Defendant. (B) By no later than twenty March 16, 2017, Defendants shall deposit One Hundred Twenty- Five Thousand and No/100ths Dollars (20$125,000.00) days after into an interest-bearing escrow account established by the date Settlement Claims Administrator, with any interest (at market rates) accruing becoming part of Preliminary Approval Orderthe Settlement Amount to be distributed to Settlement Class Members. By no later than March 16, Defendant 2018, Defendants shall deposit an additional Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the account. By no later than March 16, 2019, Defendants shall deposit the Gross Settlement Amount final Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the QSFaccount. (C) If Defendants fail to make any payment set forth in Section 3.1(B) above in a timely manner, Class Counsel shall provide a seven (7) day written warning and Notice of Default to Defendants’ Counsel. If, after sending this Notice of Default, payment of the outstanding amount or amounts in full has not been made, Plaintiffs may take the steps necessary to enforce the Judgment. If Plaintiffs receive payment of the outstanding amount or amounts in full prior to the actual filing of pleadings and/or motions designed to enforce the Judgment, Plaintiffs shall cease in their efforts to enforce the Judgment and cooperate in withdrawing the pleadings and/or motions to enforce the Judgment. (D) The Settlement Claims 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 settlement in accordance with the terms set forth 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. (CE) Within thirty (30) calendar Class Members will have 90 days following from 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 date of each mailing to cash their Settlement Awards as described in Section 3.4; Checks (D) Plaintiffs the “Acceptance Period”). Class Members will be informed of the Acceptance Period in the Notices Notice and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Claims Administrator shall notify the Parties in writing of the beginning of the each 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 correctable errors or omissions identified prior to the expiration of the Acceptance Period will Second Distribution shall be redistributed among Plaintiffs who have timely cashed their checks or, if resolved by deducting the amount necessary to correct the error or omission on a pro rata basis from the remaining is small enough that Settlement Checks to Class Members and attorneys’ fees. (G) If a redistribution is Class Member does not sensible timely cash his Settlement Check issued in connection with the discretion of First Distribution within the Class Counselapplicable Acceptance Period, the unclaimed funds will be donated Settlement Award or portion thereof attributable to the Charity under the cy pres doctrine.claims pursuant to Section