Common use of SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF Clause in Contracts

SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF. Subject to Court approval, in consideration for the Releases set forth in Section 10 as well as other provisions of this Agreement, Allstate will fund a non-reversionary common fund (“Settlement Fund”) of three million, three hundred thousand dollars ($3,300,000.00), from which all Settlement Relief, Attorneys’ Fees and Costs, Notice and Administrative Costs, and any Service Award will be deducted. The Settlement Fund represents the limit and total extent of Allstate’s monetary obligations under this Agreement and the Settlement. In no event shall Allstate’s total financial liability with respect to this Agreement and the Settlement exceed three million, three hundred thousand dollars ($3,300,000.00). Allstate will fund the Settlement Fund as follows: within forty-five (45) days following entry of the Preliminary Approval Order, Allstate will transfer five hundred thousand dollars ($500,000.00) to the Administrator (via wire instructions provided by the Administrator to Allstate) to an interest-bearing escrow account to be used to pay for the Notice Program and administration of the Settlement by the Settlement Administrator. The Administrator will hold those amounts until such time as the Administrator is authorized to use or pay those funds, including for any authorized up- front Notice and Administrative Costs, pursuant to the Agreement, the Preliminary Approval Order, and the Final Approval Order. Within fourteen (14) days of the Effective Date, Allstate shall transfer to the Settlement Administrator two million, eight hundred thousand dollars ($2,800,000.00), the remaining amount of the Settlement Fund. The Court may retain continuing jurisdiction over the Settlement Fund sufficient to satisfy the requirements of 26 C.F.R. § 1.468B-1. The Administrator shall at all times seek to have the Settlement Fund treated as a “qualified settlement fund” as that term is defined in 26 C.F.R. § 1.468B-1. The Administrator shall cause any taxes imposed on the earnings of the Settlement Fund, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Settlement Fund under applicable tax laws. The Administrator shall be the “administrator” of the Settlement Fund pursuant to 26 C.F.R. § 1.468B-2(k)(3). Each Claimant shall be entitled to receive Settlement Relief upon certification that he or she was called on a cellular telephone by Allstate once or more during the Class Period and did not consent to have one or more of those calls audio recorded, and upon confirmation by the Administrator that the phone number provided by the Claimant on the Claim Form is listed on the list of numbers provided by Allstate to the Administrator in accordance with Section 7.1(c) below. The amount of Settlement Relief shall be equal to Settlement Fund, less the Attorney’s Fees and Costs, Notice and Administration Costs, and any Service Award, divided by the total number of calls received that are included in valid and timely Claims. Thus, Settlement Class Members will receive compensation based on the number of calls each Class Member received. No interest shall be included as an element of, or be payable or paid on, any claimed amount. All payments issued to Claimants via check will state on the face of the check that the check will expire and become null and void unless cashed within one hundred and eighty (180) Days after the date of issuance. No amount of the Settlement Fund shall revert to Defendant. If, after payments to Claimants have been made and the deadline for cashing Claimants’ checks has passed, funds remain in the Settlement Fund sufficient to make it feasible to make a second payment to Claimants (e.g., payment of $1.00 or more, after administrative expenses for issuing and mailing that check), a second distribution shall be made to Claimants who cashed their checks in the prior round of payments. Such redistributions shall be made until administratively infeasible. Any remaining funds after the second distribution will be disbursed to an appropriate consumer advocacy organization to be agreed upon by the Parties. If for any reason the Final Approval Order does not become Final within the meaning of Section 2.17, all money in the Settlement Fund, including the interest accumulated, shall be returned to Allstate within five (5) Days after the occurrence of the condition or event that prevents the Final Approval Order from becoming Final.

SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF. Subject to Court approval, in 4.1. In consideration for the Releases set forth in Section 10 as well as other provisions of this Agreement10, Allstate Intermex will fund a non-non- reversionary common fund (“Settlement Fund”) Fund of three million, three hundred thousand dollars ($3,300,000.00)3,250,000, from which all Settlement Relief, Attorneys’ Fees and Costs, Notice and Administrative Costs, and any Service Award an Incentive Award, if any, will be deducted. 4.1.1. The Settlement Fund represents the limit and total extent of Allstate’s monetary obligations under this Agreement and the Settlement. In no event shall Allstate’s total financial liability with respect to this Agreement and the Settlement exceed three million, three hundred thousand dollars ($3,300,000.00). Allstate Intermex will fund the Settlement Fund as follows: within forty-five (45) days following entry of the Preliminary Approval OrderOn or before March 27, Allstate 2020, Intermex will transfer five hundred thousand dollars ($500,000.00) 325,000 to the Settlement Administrator (via wire instructions provided by the Settlement Administrator to AllstateIntermex) to an interest-bearing escrow account to be used to pay for the Notice Program and administration of the Settlement by the Settlement Administratoraccount. The Settlement Administrator will hold those amounts until such time as the Settlement Administrator is authorized to use or pay those funds, including for any authorized up- up-front Notice and Administrative Costs, pursuant to the Settlement Agreement, the Preliminary Approval Order, and the Final Approval Order, or the Judgment. Within No later than fourteen (14) days of Days after the Effective DateFinal Approval Order becomes final and non-appealable, Allstate Intermex shall transfer to fund the Settlement Administrator two million, eight hundred thousand dollars ($2,800,000.00), the remaining amount remainder of the Settlement Fund. 4.1.2. The Court may shall retain continuing jurisdiction over the Settlement Fund sufficient to satisfy the requirements of 26 C.F.R. § 1.468B-1. The Settlement Administrator shall at all times seek to have the Settlement Fund treated as a “qualified settlement fund” as that term is defined in 26 C.F.R. § 1.468B-1. The Settlement Administrator shall cause any taxes imposed on the earnings of the Settlement Fund, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Settlement Fund under applicable tax laws. The Settlement Administrator shall be the “administrator” of the Settlement Fund pursuant to 26 C.F.R. § 1.468B-2(k)(3). 4.1.3. Each Claimant Claimant, upon certification that he is or was the user or subscriber of the cell phone number, shall be entitled to receive Settlement Relief upon certification that he or she was called on a cellular telephone by Allstate once or more during the Class Period and did not consent to have one or more of those calls audio recorded, and upon confirmation by the Administrator that the phone number provided by the Claimant on the Claim Form is listed on the list of numbers provided by Allstate to the Administrator in accordance with Section 7.1(c) belowRelief. The amount of Settlement Relief shall be equal to the Settlement Fund, less Class Recovery divided by the total number of Approved Claims after accounting for Attorney’s Fees and Costs, Notice and Administration Costs, costs and any Service Incentive Award, divided by the total number of calls received that are included in valid and timely Claims. Thus, Settlement Class Members will receive compensation based on the number of calls each Class Member received. No interest shall be included as an element of, or be payable or paid on, any claimed amount. 4.1.4. All payments issued to Claimants via check will state on the face of the check that the check will expire and become null and void unless cashed within one hundred and eighty (180) Days after the date of issuance. 4.1.5. No amount of the Settlement Fund shall revert to DefendantIntermex. If, after payments to Claimants have been made and the deadline for cashing Claimants’ checks has passed, funds remain in the Settlement Fund sufficient to make it feasible to make a second payment to Claimants (e.g., payment of $1.00 or more, after administrative expenses for issuing and mailing that check), a second distribution shall be made to Claimants who cashed their checks in the prior round of paymentsmade. Such redistributions shall be made until administratively infeasible. Any remaining unclaimed funds after the second distribution will be disbursed to an appropriate consumer advocacy organization organization. Intermex understands that Plaintiff will ask that the Court distribute unclaimed funds to be agreed upon by the PartiesPublic Justice Foundation and National Consumer Law Center. 4.1.6. If for any reason the Final Approval Order and/or the Judgment does not become Final within the meaning of Section 2.172.13, all money in the Settlement Fund, including the interest accumulated, shall be returned to Allstate Intermex within five (5) Days after the occurrence of the condition or event that prevents the Final Approval Order and/or the Judgment from becoming Final.

SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF. Subject to Court approval, 4.1. In full and final settlement of the claims asserted in the Action against ECA and in consideration for the Releases set forth in Section 10 as well as other provisions of this Agreement10, Allstate ECA will provide the following benefits. 4.2. ECA will fund a non-reversionary common fund (“Settlement Fund”) Fund of three million, three hundred thousand dollars ($3,300,000.00)990,000, from which all Settlement Relief, Attorneys’ Fees and CostsExpenses, Notice and Administrative Costs, and any Service Award Incentive Awards will be deductedpaid. The Settlement Fund represents the limit and total extent of AllstateECA’s monetary obligations under this Agreement and the Settlement. In no event shall AllstateECA’s total financial liability with respect to this Agreement and the Settlement exceed three million, three hundred thousand dollars $990,000. ECA shall pay the Nine Hundred and Ninety Thousand Dollars ($3,300,000.00). Allstate will fund the Settlement Fund as follows: within forty-five (45) days following entry of the Preliminary Approval Order, Allstate will transfer five hundred thousand dollars ($500,000.00990,000.00) to establish the Administrator (via wire instructions provided by the Administrator to Allstate) to an interest-bearing escrow account to be used to pay for the Notice Program and administration of the Settlement by the Settlement Administrator. The Administrator will hold those amounts until such time as the Administrator is authorized to use or pay those funds, including for any authorized up- front Notice and Administrative Costs, pursuant to the Agreement, the Preliminary Approval Order, and the Final Approval Order. Within fourteen (14) days of the Effective Date, Allstate shall transfer Common Fund to the Settlement Administrator two million, eight hundred thousand dollars to place into the account set up to hold the Common Fund within thirty ($2,800,000.00), the remaining amount 30) calendar days of the Settlement Court issuing an order granting preliminary approval of the Settlement. If the Effective Date occurs, ECA shall have no reversionary interest in any portion of the Common Fund, and any unclaimed portion of the Common Fund, as well as any sums allocated to settlement checks that have not been cashed, shall be paid to one or more cy pres recipients. 4.2.1. The Court may shall retain continuing jurisdiction over the Settlement Fund sufficient to satisfy the requirements of 26 C.F.R. § 1.468B-1. The Settlement Administrator shall at all times seek to have the Settlement Fund treated as a “qualified settlement fund” as that term is defined in 26 C.F.R. § 1.468B-1. The Settlement Administrator shall cause any taxes imposed on the earnings of the Settlement FundFund (“Taxes”), including any Taxes or tax detriments that may be imposed upon the Released Persons or their counsel with respect to any income earned by the Settlement Fund for any period after the deposit of the Settlement Amount during which the Settlement Fund does not qualify as a “qualified settlement fund” for federal or state income tax purposes, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Settlement Fund under applicable tax laws. The Settlement Administrator shall be the “administrator” of the Settlement Fund pursuant to 26 C.F.R. § 1.468B-2(k)(3). 4.2.2. Before making the pro rata calculation below, subject to approval by the Parties, the Settlement Administrator shall provide an estimate of all costs expected to be reasonably incurred by the Settlement Administrator through the completion of the Settlement (the “Administrative Costs Reserve”). 4.2.3. Subject to the limitations of 4.2.1, the Settlement Class Recovery shall be equal to $990,000, minus all amounts paid for Class Notice and administrative costs, minus the Administrative Costs Reserve, minus any taxes paid, minus any amounts awarded by the Court to Class Counsel for Attorneys’ Fees and Expenses, and minus the amount of any Incentive Awards to Plaintiff. Each Claimant Settlement Class Member who has not successfully requested exclusion from the Settlement and who has submitted an Approved Claim shall be entitled to receive a Distribution Amount from the Settlement Relief Fund equal to the Settlement Class Recovery divided by the total number of Approved Claims. After calculation, all fractional Distribution Amounts shall be rounded down to the nearest cent. 4.2.4. Each Claimant, upon certification certifying that he or she was called on a cellular telephone by Allstate once or more during falls within the Class Period and did not consent definition of the Settlement Class, shall be entitled to have one or more of those calls audio recorded, and upon confirmation by the Administrator that the phone number provided by the Claimant on the Claim Form is listed on the list of numbers provided by Allstate to the Administrator in accordance with Section 7.1(c) belowSettlement Relief. The amount of Settlement Relief shall be equal to the Settlement Fund, less Class Recovery divided by the Attorney’s total number of Approved Claims after accounting for Attorneys’ Fees and Costs, Notice and Administration Costs, costs and any Service Award, divided by the total number of calls received that are included in valid and timely Claims. Thus, Settlement Class Members will receive compensation based on the number of calls each Class Member receivedIncentive Awards. No interest shall be included as an element of, or be payable or paid on, any claimed amount. 4.2.5. All payments issued After receiving approval from counsel to Claimants via the Parties, the Settlement Administrator shall mail to each Settlement Class Member who submitted an Approved Claim a check will state on in the face amount of the check such Settlement Class Member’s Distribution Amount. Settlement Class Members shall be advised that the check will expire and become null and void unless cashed checks must be negotiated within one hundred and eighty (180) Days after days. On the date 30th and 90th Day following mailing of issuanceall Settlement Payments, the Settlement Administrator may mail Settlement Class Members, or e-mail to Settlement Class Members with a valid e-mail address, a reminder to cash the check. 4.2.6. No amount After the 180-day period for check cashing has run, the Parties and the Settlement Administrator shall confer regarding the disposition of uncashed settlement payments, any funds created by rounding down the Distribution Amounts, and any unused portion of the Administrative Payment. Specifically, the Parties and the Settlement Administrator shall determine whether there are any cost-effective methods to deliver more settlement proceeds to Settlement Class Members, such as making a second distribution to Settlement Class Members who already cashed their checks, or using e-mail, regular mail, or telephone calls to encourage Settlement Class Members to negotiate uncashed checks. If it is determined by the Parties and the Settlement Administrator to be reasonable and feasible, the Settlement Administrator shall take such further actions. Once the remainder of the Settlement Fund shall revert Amount is determined to Defendant. Ifbe too small for additional distribution efforts to be reasonable and feasible, after payments to Claimants have been made and the deadline for cashing Claimants’ checks has passed, funds remain in the Settlement Fund sufficient Administrator shall stop payment on all outstanding checks and pay the amount of uncashed checks and any other remaining balance of the Settlement Amount to make it feasible a cy pres recipient. The Parties recommend that Public Law Center be approved as the contingent cy pres beneficiary, subject to make a second payment to Claimants (e.g., payment of $1.00 or more, after administrative expenses for issuing and mailing that check), a second distribution shall be made to Claimants who cashed their checks in the prior round of payments. Such redistributions shall be made until administratively infeasible. Any remaining funds after the second distribution will be disbursed to an appropriate consumer advocacy organization to be agreed upon by the PartiesCourt approval. 4.2.7. If for any reason the Final Approval Order and/or the Judgment does not become Final within the meaning of Section 2.172.14, all money in the Settlement Fund, including the interest accumulated, if any, shall be returned to Allstate ECA within five seven (57) Days after the occurrence of the condition or event that prevents the Final Approval Order and/or the Judgment from becoming Final.

SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF. Subject to Court approval, in 4.1. In consideration for the Releases set forth in Section 10 as well as other provisions of this Agreement10, Allstate DBNTC will fund a non-non- reversionary common fund (“Settlement Fund”) Fund of three million, three hundred thousand dollars ($3,300,000.00)2,541,390, from which all Settlement Relief, Attorneys’ Fees and Costs, Notice and Administrative Costs, and any Service Award an Incentive Award, if any, will be deducted. 4.1.1. The Settlement Fund represents the limit and total extent of Allstate’s monetary obligations under this Agreement and the Settlement. In no event shall Allstate’s total financial liability with respect to this Agreement and the Settlement exceed three million, three hundred thousand dollars ($3,300,000.00). Allstate DBNTC will fund the Settlement Fund as follows: within forty-five (45a) days following entry of the Preliminary Approval Orderon or before December 3, Allstate 2019, DBNTC will transfer five hundred thousand dollars (at least $500,000.00) 750,000 to the Settlement Administrator (via wire instructions provided by the Settlement Administrator to AllstateDBNTC) to an interest-bearing escrow account to be used to pay for and (b) on or before February 28, 2020, DBNTC will transfer the Notice Program and administration remainder of the Settlement by Fund to the Settlement Administratorsame interest-bearing escrow account. The Settlement Administrator will hold those amounts until such time as the Settlement Administrator is authorized to use or pay those funds, including for any authorized up- up-front Notice and Administrative Costs, pursuant to the this Settlement Agreement, the Preliminary Approval Order, and the Final Approval Order. Within fourteen (14) days of , or the Effective Date, Allstate shall transfer to the Settlement Administrator two million, eight hundred thousand dollars ($2,800,000.00), the remaining amount of the Settlement FundJudgment. 4.1.2. The Court may shall retain continuing jurisdiction over the Settlement Fund sufficient to satisfy the requirements of 26 C.F.R. § 1.468B-1. The Settlement Administrator shall at all times seek to have the Settlement Fund treated as a “qualified settlement fund” as that term is defined in 26 C.F.R. § 1.468B-1. The Settlement Administrator shall cause any taxes imposed on the earnings of the Settlement Fund, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Settlement Fund under applicable tax laws. The Settlement Administrator shall be the “administrator” of the Settlement Fund pursuant to 26 C.F.R. § 1.468B-2(k)(3). 4.1.3. Each Claimant Claimant, upon certification that he is or was the user or subscriber of the cell phone number, shall be entitled to receive Settlement Relief upon certification that he or she was called on a cellular telephone by Allstate once or more during the Class Period and did not consent to have one or more of those calls audio recorded, and upon confirmation by the Administrator that the phone number provided by the Claimant on the Claim Form is listed on the list of numbers provided by Allstate to the Administrator in accordance with Section 7.1(c) belowRelief. The amount of Settlement Relief shall be equal to the Settlement Fund, less Class Recovery divided by the total number of Approved Claims after accounting for Attorney’s Fees and Costs, Notice and Administration Costs, costs and any Service an Incentive Award, divided by the total number of calls received that are included in valid and timely Claims. Thus, Settlement Class Members will receive compensation based on the number of calls each Class Member received. No interest shall be included as an element of, or be payable or paid on, any claimed amount. 4.1.4. All payments issued to Claimants via check will state on the face of the check that the check will expire and become null and void unless cashed within one hundred and eighty (180) Days after the date of issuance. 4.1.5. No amount of the Settlement Fund shall revert to DefendantDBNTC. If, after payments to Claimants have been made and the deadline for cashing Claimants’ checks has passed, funds remain in the Settlement Fund sufficient to make it feasible to make a second payment to Claimants (e.g., payment of $1.00 or more, after administrative expenses for issuing and mailing that check), a second distribution shall be made to Claimants who cashed their checks in the prior round of payments. Such redistributions shall be made until administratively infeasiblemade. Any remaining unclaimed funds after the second distribution will be disbursed to an appropriate consumer advocacy organization to be agreed upon approved by the PartiesCourt. DBNTC understands that Plaintiff will ask that the Court distribute unclaimed funds to the Public Justice Foundation. 4.1.6. If for any reason the Final Approval Order and/or the Judgment does not become Final within the meaning of Section 2.172.15, all money in the Settlement Fund, including the interest accumulated, shall be returned to Allstate DBNTC within five (5) Days after the occurrence of the condition or event that prevents the Final Approval Order and/or the Judgment from becoming Final.