Common use of Settlement Fund Administration Clause in Contracts

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co- 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fund. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury Regulation 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlement. Co-Co- Lead Counsel may, without prior order of the Court, withdraw from the Settlement Fund up to 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and the such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee Fee and expense awardExpense Award, the Class Notice and administrative costs Administrative Costs (including payment of any applicable fees to Escrow Agent), any service awards Service Awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Fund. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court, and in the event of any such order of the Court, any such additional payments or disbursements shall be refundable to Settling Defendant in the event that the Settlement Agreement is terminated or rescinded pursuant to Section II(E)(10). 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling DefendantsDefendant, any other Released Party, nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsXxxxx Farms, and Settling DefendantsXxxxx Farms’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Xxxxx Farms, nor Xxxxx Farms’ Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Xxxxx Farms shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court.for Preliminary and 4. Under no circumstances will Settling Defendants Xxxxx Farms or the Xxxxx Farms Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. Any cash portion All risks related to the investment of the Settlement Fund not invested in instruments of accordance with the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.investment guidelines set 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Class Counsel and administered by an Escrow Agent designated by Co-Lead Class Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class, Class nor Co-Lead Counsel, Settling Defendant, and Settling Defendants’ Counsel shall have any no responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or Class, obtaining approval of the Settlement settlement, or administering the Settlementsettlement. Co-Such fees, costs and expenses shall be paid solely from the Settlement Fund, subject to any necessary Court approval. 3. If there are other settlements at Class Counsel may request an order from the time of, or within a reasonable amount of time after, Court authorizing Class Counsel to withdraw from the preliminary approval Settlement Fund up to $200,000 to pay the costs for notice and administration of this settlement, provided however that no funds shall be advanced from the Settlement AgreementFund prior to the date the Court approves a plan of notice and distribution. In the event that Court-ordered notice and administration costs exceed $200,000, Co-Lead Plaintiffs and Class Counsel shall endeavor may apply to ensure that Class Notice the Court to pay such additional notice and claims administration costs from the Settlement Fund. Up to $200,000 of notice and administration costs shall be paid from nonrefundable in the event that, for any reason, the settlement funds contemplated in this Settlement Agreement is not finally approved. The costs for notice and such administration of the settlement will be pro-rated with other settlement agreements proportionate settlements to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Courtextent possible. 4. Under no circumstances will Settling Defendants Defendant or the Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Fund. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(E)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1II(B)(1), neither the Settling DefendantsDefendant, any other Released Party, nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Class Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. The Settling Defendant, other Released Parties, and the Settling Defendant’s Counsel shall have no liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co-Co- Lead Counsel may, without prior order of the Court, withdraw from the Settlement Fund up to 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Fund. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.agency 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury Regulation 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.Class

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Class Counsel and administered by an Escrow Agent designated by Co-Lead Class Counsel. Co-Lead Class Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Co-Lead Class Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or Class, obtaining approval of the Settlement Settlement, or administering the Settlement. Co-Class Counsel may request an order from the Court authorizing Class Counsel to withdraw from the Settlement Fund up to $300,000 to pay the costs for notice and administration of this Settlement, provided however the Parties agree that no funds shall be advanced from the Settlement Fund prior to the date the Court approves a plan of notice and distribution. In the event that Court-ordered notice and administration costs exceed $300,000, Plaintiffs and Class Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. Such costs of notice shall be nonrefundable in the event that, for any reason, the Settlement is not finally approved. 3. If there are other settlements at the time of, or within a reasonable amount of time after, the motion for preliminary approval of this Settlement AgreementSettlement, Co-Lead Class Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants be required to pay more or less than the Settlement Amount pursuant to this Agreement and the Settlement Agreementset forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fund.notice and 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(E)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1II(B)(1), neither the Settling Defendants, any other Released Party, Defendants nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Class Counsel and administered by an Escrow Agent designated by Co-Lead Class Counsel. Co-Lead Class Counsel, Settling DefendantsDefendant, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement.Settling 2. Except as provided herein, neither Neither the Settlement Class nor Co-Lead Class Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or Class, obtaining approval of the Settlement Settlement, or administering the Settlement. Co-Class Counsel may request an order from the Court authorizing Class Counsel to withdraw from the Settlement Fund up to $300,000 to pay the costs for notice and administration of this Settlement, provided however the Parties agree that no funds shall be advanced from the Settlement Fund prior to the date the Court approves a plan of notice and distribution. In the event that Court-ordered notice and administration costs exceed $300,000, Plaintiffs and Class Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. Such costs of notice shall be nonrefundable in the event that, for any reason, the Settlement is not finally approved. 3. If there are other settlements at the time of, or within a reasonable amount of time after, the motion for preliminary approval of this Settlement AgreementSettlement, Co-Lead Class Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Agreement and the Settlement Agreementset forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(E)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1II(B)(1), neither the Settling Defendants, any other Released Party, Defendant nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Class Counsel shall 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided hereinUpon the Court’s Preliminary Approval Order, neither the Settlement Class nor Co-Lead Counsel shall have any responsibilitymay, financial obligationwithout prior order of the Court, or liability withdraw from the Settlement Fund up to $250,000 to pay for any feesexpenses associated with providing notice of the settlement to the Class, expenses for maintaining and administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters. For purposes of clarification, such costs, or fees and expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co- 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid exclusively from the Settlement Fund. Any expenses associated with providing notice of the settlement funds in this and such other settlement agreements proportionate to the amount of Class, expenses for maintaining and administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters paid or incurred shall be nonrefundable if, for any such settlementsreason, consistent with any such other settlement agreements and the approval of the CourtSettlement Agreement is not finally approved, is terminated, or otherwise fails to become effective. 43. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, Agreement and the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fundsettlement set forth herein. 54. No other funds shall be paid paid, or disbursements made made, from the Settlement Fund without an order of the Court. 65. The All payments into the Escrow Agent Account shall, to at the extent practicabledirection of Co-Lead Counsel, invest the funds deposited be invested in the Settlement Fund in discrete and identifiable instruments or accounts backed by the full faith and credit of the United States Government, Government or fully insured by the United States Government or any an agency thereof, and shall reinvest including U.S. Treasury Bills, U.S. Treasury Money Market Funds or a bank account insured by the proceeds of these instruments as they mature in similar instruments at their then-current market ratesFederal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any cash portion interest earned on any of the foregoing shall become part of the Settlement Fund not invested Fund. Golden Peanut shall have no responsibility for, or liability in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agentconnection with, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or Escrow Account, including, without limitation, the Net Settlement Fundinvestment, administration, maintenance, or distribution thereof. 76. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither the Settling Defendant nor the Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes (as defined below) with respect to the Escrow Account. 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributeddistributed or returned to Settling Defendants, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated agreed to by Co-Lead Settlement Class Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel, which agreement shall not be unreasonably withheld. Counsel for the Parties agree to cooperate in good faith to prepare form an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided hereinNeither the Plaintiffs, neither the nor Settlement Class nor Co-Lead Counsel Counsel, shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement, or administering the Settlement. Co-. 3. If there are The costs of providing Class Notice to Settlement Class Members shall be paid by the Escrow Agent from the Settlement Fund. With the object of reducing the costs of notice, Settlement Class Counsel will use their reasonable efforts to coordinate the provision of Class Notice with the provision of notice for any other settlements at that have been or may be reached. Settlement Class Counsel may, without prior order of the time ofCourt, or within a reasonable amount of time after, withdraw from the Settlement Fund up to $250,000 to pay the costs for notice and for preliminary and final approval of this Settlement AgreementSettlement, Coand including for the services of experts on class publication or other issues relating to notice, preliminary approval, or final approval. In the event that Court-Lead Counsel shall endeavor to ensure that Class Notice ordered notice and claims administration costs exceed $250,000, Plaintiffs and Settlement Class Counsel may apply to the Court to pay such notice and administration costs from the Settlement Fund. Such costs of notice shall be paid from non-refundable in the settlement funds in this and such other settlement agreements proportionate to event that, for any reason, the amount of any such settlements, consistent with any such other settlement agreements and the approval of the CourtSettlement is not finally approved. 4. Under no circumstances will Settling Defendants be required to pay more or less Other than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarificationmonies referenced in Section II(C)(3) above, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fund. 5. No other funds no monies shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) Paragraph shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Defendants nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsXxxxxxxxx Farms, and Settling DefendantsXxxxxxxxx Farms’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Xxxxxxxxx Farms, nor Xxxxxxxxx Farms’ Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Xxxxxxxxx Farms shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Xxxxxxxxx Farms settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co- Lead Counsel. 4. Under no circumstances will Settling Defendants xxxx Xxxxxxxxx Farms or the Xxxxxxxxx Farms Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(12), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Xxxxxxxxx Farms nor Settling DefendantsXxxxxxxxx Farms’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Xxxxxxxxx Farms nor Xxxxxxxxx Farms’ Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided hereinUpon the Court’s Preliminary Approval Order, neither the Settlement Class nor Co-Lead Counsel shall have any responsibilitymay, financial obligationwithout prior order of the Court, or liability withdraw from the Settlement Fund up to $250,000 to pay for any feesexpenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters. For purposes of clarification, such costs, or fees and expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co- 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid exclusively from the settlement funds Settlement Fund. Plaintiffs will make reasonable efforts to notice multiple settlements with multiple Defendants in this and such other settlement agreements proportionate a single notice to the amount of any such settlements, consistent extent possible. Any expenses associated with any such other settlement agreements and the approval providing notice of the Courtsettlement to the Settlement Class, expenses for maintaining and administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters paid or incurred shall be nonrefundable if, for any reason, the Settlement Agreement is not finally approved, or is rescinded or otherwise fails to become effective. 43. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, Agreement and the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fundsettlement set forth herein. 54. No other funds shall be paid paid, or disbursements made from the Settlement Fund without an order of the Court. 65. The All payments into the Escrow Agent Account shall, to at the extent practicabledirection of Settlement Class Counsel, invest the funds deposited be invested in the Settlement Fund in discrete and identifiable instruments or accounts backed by the full faith and credit of the United States Government, Government or fully insured by the United States Government or any an agency thereof, and shall reinvest including U.S. Treasury Bills, U.S. Treasury Money Market Funds or a bank account insured by the proceeds of these instruments as they mature in similar instruments at their then-current market ratesFederal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any cash portion interest earned on any of the foregoing shall become part of the Settlement Fund not invested Fund. Olam shall have no responsibility for, or liability in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agentconnection with, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or Escrow Account, including without limitation, the Net Settlement Fundinvestment, administration, maintenance, or distribution thereof. 76. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury Regulationare 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying 98. After the Date of Final Approvalthe Settlement Becomes Final, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Settlement Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from the Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co-the 3. If there are other settlements at the time of, or within a reasonable amount of time after, the motion for preliminary approval of this Settlement AgreementSettlement, Co-Lead Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants be required to pay more or less than the Settlement Amount pursuant to this Agreement and the Settlement Agreementset forth herein. For purposes of clarification, the payment of any fee Fee and expense awardExpense Award, the Class Notice and administrative costs Administrative Costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.similar 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither the Settling Defendants nor the Settling Defendants’ Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank bank, in each case, designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsPeco, and Settling Defendants’ Xxxx’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Peco, nor Peco’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount expenses shall be paid solely from the Settlement Fund, subject to any necessary Court approval. Peco shall not object to Interim Co- Lead Counsel withdrawing from the Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and for Preliminary and Final Approval of time after, the preliminary approval of this Settlement Agreement, . Any costs of notice that Interim Co-Lead Counsel shall endeavor are permitted to ensure that Class Notice and claims administration costs shall be paid withdraw from the settlement funds in this and such other settlement agreements proportionate Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Plaintiffs may combine the notice of the Peco settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 43. Under no circumstances will Settling Defendants Peco or the Peco Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 54. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Peco nor Settling Defendants’ Peco’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. 8§ 1. 468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Peco nor Peco’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 7. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 98. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsCase, and Settling Defendants’ Case’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Case, nor Case’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Case shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court. 4, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Case settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co- Lead Counsel. Under no circumstances will Settling Defendants Case or the Case Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice award (including but not limited to attorneys’ fees) and notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Amount and from the Settlement Fund. 54. No Except as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Case nor Settling Defendants’ Case’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. 8§ 1. 468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.468B- 1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Case nor Case’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes as defined in Section II(D)(8) below with respect to the Escrow Account. 7. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 98. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement, or administering the Settlement. Co-Co-Lead Counsel may, without prior order of the Court, withdraw from the Settlement Fund up to $500,000 to pay the costs for notice and for preliminary and final approval of this Settlement. In the event that Court-ordered notice and administration costs exceed $500,000, Plaintiffs and Co-Lead Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement 3. If there are other settlements at the time of, or within a reasonable amount of time after, the motion for preliminary approval of this Settlement AgreementSettlement, Co-Lead Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Agreement and the Settlement Agreementset forth herein. For purposes of clarification, the payment of any fee Fee and expense awardExpense Award, the Class Notice and administrative costs Administrative Costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.to 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither the Settling Defendant nor the Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Settling Defendant, nor Settling Defendant’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Settling Defendant shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Settling Defendant’s settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 4. Under no circumstances will Settling Defendants Defendant or the Settling Defendant’s Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Defendant nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688- 1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Settling Defendant nor Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. (a) Within 10 days of the date the Preliminary Approval Motion is filed, Class Counsel and Counsel for the Defendant will file a motion with the Court seeking (1) the approval of the proposed Escrow Agreement, (2) the authorization that the Settlement Fund escrow account established pursuant to the Escrow Agreement be established as a qualified settlement fund within the meaning of § 1.468B-1 of the Treasury Regulations promulgated under Section 468B of the IRC, and (3) the appointment of the Claims Administrator as the administrator of the Settlement Fund within the meaning of § 1.468B-2(k)(3) of the Treasury Regulations. (b) Class Counsel and Counsel for the Defendant will jointly recommend Citibank, N.A. acting through its Citi Private Bank business unit, as the Escrow Agent, subject to the approval of the Court. The Escrow Agent may be replaced by joint motion made by Class Counsel and Counsel for the Defendant, and granted by the Court. If the Escrow Agent resigns, or is otherwise unable to continue employment in that position, Class Counsel and Counsel for the Defendant will agree to and jointly recommend a new proposed Escrow Agent for appointment by the Court. If the Parties cannot agree on a new proposed Escrow Agent for recommendation to the Court, the Settlement Administrator shall make such a recommendation to the Court. The Settlement Administrator may, but is not required to, take into account the respective positions of the Parties in making its recommendation where the Parties could not agree on a new proposed Escrow Agent. (c) Upon Court approval of the proposed Escrow Agreement and authorization that the Settlement Fund established pursuant to the Escrow Agreement be established as a qualified settlement fund under § 1.468B-1 of the Treasury Regulations promulgated under IRC Section 468B, Class Counsel, the Defendant, the Escrow Agent, and the Settlement Administrator will execute the Escrow Agreement approved by the Court, thereby creating the Settlement Fund. The Settlement Fund will be structured and operated in a manner such that it qualifies as a “qualified settlement fund” under § 1.468B-1 of the Treasury Regulations promulgated under IRC Section 468B from the earliest date possible, and the Claims Administrator, the Defendant, and all other relevant parties shall file any relation-back election required to treat the Settlement Fund as a qualified settlement fund from the earliest date possible. The “taxable year” of the Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds “calendar year” as such terms are defined in the Settlement Fund are fully distributed, as follows: 1IRC Section 441. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate use the accrual method of accounting as defined in good faith to prepare an appropriate escrow agreement in conformance with this Settlement AgreementIRC Section 446(c). 2. Except (d) The Defendant will make payments as provided herein, neither required by the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement or administering the Settlement. Co- 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from Agreement into the Settlement Fund. 5. No other funds shall be paid or disbursements made from Subject to Section 3.5 and Section 23.2(d), the Settlement Fund without an order of shall be used solely to fund the CourtFunded Class Benefits, Additional Permitted Fund Uses, and Class Counsel Attorneys’ Fees as set forth in Article III. 6. (e) The Settlement Fund will be managed by the Escrow Agent shall, as provided in the Escrow Agreement (except to the extent practicable, invest the funds deposited as otherwise provided in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereofSection 15.1(f)), and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that both the Settlement Fund and the Net Escrow Agent will be subject to the continuing jurisdiction and supervision of the Court. The Settlement Fund are each intended will be maintained in a bank account at a federally insured depository institution approved by Class Counsel and Counsel for the Defendant. The Escrow Agent will have the authority to make disbursements from the Settlement Fund at the direction of authorized representatives of the Settlement Administrator, authorized representatives of Class Counsel and/or authorized representatives of the Defendant, consistent with the terms of the Settlement Agreement and the Escrow Agreement. (f) The Claims Administrator shall be authorized to take any action that it determines necessary to maintain status of the Settlement Fund as a “Qualified Settlement Fundqualified settlement fund” within the meaning of § 1.468B-1 of the Treasury Regulation 8. All: Regulations promulgated under IRC Section 468B. The Claims Administrator shall (i) taxes on obtain a taxpayer identification number for the income Settlement Fund, which shall be titled “Monsanto Class Action Settlement Fund,” (ii) prepare and file, or cause to be prepared and filed, U.S. federal, state, local, and foreign tax returns (as applicable) for the Settlement Fund, consistent with Treasury Regulations § 1.468B-2(k) and corresponding or similar provisions of state and local law, and in accordance with the Settlement Agreement and the Escrow Agreement, (iii) prepare and file, or cause to be prepared and filed, any other statement, return, or disclosure relating to the Settlement Fund that is required by any governmental unit, including but not limited to information reporting as described in Treasury Regulations § 1.468B-2(l) (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation or corresponding or similar provision of the Settlement Fund (includingstate, without limitationlocal, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.or foreign law),

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsCargill, and Settling Defendants’ Xxxxxxx’x Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Cargill, nor Xxxxxxx’x Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Cargill shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Cargill settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 4. Under no circumstances will Settling Defendants Cargill or the Cargill Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Cargill nor Settling Defendants’ Xxxxxxx’x Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Cargill nor Xxxxxxx’x Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsXxxxxxx, and Settling Defendants’ Xxxxxxx’x Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Cargill, nor Xxxxxxx’x Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Cargill shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Xxxxxxx settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 4. Under no circumstances will Settling Defendants Xxxxxxx or the Xxxxxxx Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Xxxxxxx nor Settling Defendants’ Xxxxxxx’x Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Xxxxxxx nor Xxxxxxx’x Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank bank, in each case, designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsXxxxxx’s, and Settling Defendants’ Xxxxxx’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Xxxxxx’s, nor Xxxxxx’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Xxxxxx’s shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Plaintiffs may combine the notice of the Xxxxxx’s settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 43. Under no circumstances will Settling Defendants Xxxxxx’s or the Xxxxxx’s Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 54. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Xxxxxx’s nor Settling Defendants’ Xxxxxx’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. 8§ 1. 468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Xxxxxx’s nor Xxxxxx’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 7. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 98. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Class Counsel and administered by an Escrow Agent designated by Co-Lead Class Counsel. Co-Lead Class Counsel, Settling DefendantsXxxxx, and Settling Defendants’ Xxxxx’x Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided hereinNone of Xxxxx, neither the Settlement Class nor Co-Lead or Class Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or Class, obtaining approval of the Settlement Settlement, or administering the Settlementsettlement. Co-Class Counsel may request an order from the Court authorizing Class Counsel to withdraw from the Settlement Fund up to $400,000 to pay the costs for notice and administration of this settlement, provided however the Parties agree that no funds shall be advanced from the Settlement Fund prior to the date the Court approves a plan of notice and distribution. In the event that Court-ordered notice and administration costs exceed $400,000, EUCPs and Class Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. Such costs of notice shall be nonrefundable in the event that, for any reason, the settlement is not finally approved. The costs for notice and administration of the settlement will be pro-rated with other settlements to the extent possible. 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Xxxxx be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 54. Except for as provided in Section II(G)(10) or Section II(G)(11), No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(E)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1II(B)(1), neither the Settling Defendants, any other Released Party, Xxxxx nor Settling Defendants’ Xxxxx’x Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling Defendants, and Settling Defendants’ Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class nor Class, Co-Lead Counsel Counsel, Mar- Jac, and the Released Parties shall have any responsibility, no financial obligation, obligation or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co-Such fees, costs, or expenses shall be paid solely from the Settlement Fund, subject to any necessary Court approval. 3. Co-Lead Counsel, after obtaining an order of Preliminary Approval, may withdraw from the Settlement Fund up to $500,000 to pay the costs for Class Notice and administration and for Preliminary Approval and Final Approval. 4. Co-Lead Counsel shall use best efforts to send out notice to the Settlement Class as soon as is reasonably practicable after Preliminary Approval. In the event that Court- ordered notice and administration costs exceed $500,000, Plaintiffs and Co-Lead Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. 5. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 46. Under no circumstances will Settling Defendants Mar-Jac or the Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards Service Awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Fund. 57. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court, and in the event of any such order of the Court authorizing payments or disbursements above $500,000, any such additional payments or disbursements shall be refunded to Mar-Jac in the event that the Settlement Agreement is terminated or rescinded pursuant to Section II(G)(10). 68. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.instruments 79. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “are 10. The Escrow Agent, as administrator of the Qualified Settlement Fund” Fund within the meaning of Treasury RegulationRegulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither Mar-Jac, any other Released Party, nor the Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes or expenses with respect to the Qualified Settlement Fund. 811. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to this Agreement. 912. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties and shall not be entitled to any other payment or relief from the Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank bank, in each case, designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsPilgrim’s, and Settling Defendants’ Xxxxxxx’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Pilgrim’s, nor Pilgrim’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Pilgrim’s shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $1,500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court., shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Plaintiffs may combine the notice of the Pilgrim’s settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement 43. Under no circumstances will Settling Defendants Pilgrim’s or the Pilgrim’s Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 54. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Xxxxxxx’s nor Settling Defendants’ Pilgrim’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither the Settlement Class nor Co-Lead Counsel shall have any responsibilitymay, financial obligationwithout prior order of the Court, or liability for any fees, costs, or expenses related to providing notice to withdraw from the Settlement Fund up to $300,000 to pay the costs for Class or obtaining Notice and for preliminary and final approval of the Settlement or administering the this Settlement. Co-In the event that Court-ordered notice and administration costs exceed 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and the such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Agreement and the Settlement Agreementset forth herein. For purposes of clarification, the payment of any fee Fee and expense awardExpense Award, the Class Notice and administrative costs Administrative Costs (including payment of any applicable fees to Escrow Agent), any service awards Service Awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement Fund. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court, and in the event of any such order of the Court, any such additional payments or disbursements shall be refundable to Settling Defendant in the event that the Settlement Agreement is terminated or rescinded pursuant to Section II(E)(10). 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, nor Settling Defendants’ Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund.agency 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither the Settling Defendant, any other Released Party, nor the Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.Class

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Interim Co-Lead Counsel. Interim Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement Escrow Agreement in conformance with this Settlement Agreement. 2. Except All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as provided herein, neither such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. 3. Neither the Settlement Class nor Class, Interim Co-Lead Counsel, Settling Defendant, nor Settling Defendant’s Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement or administering the Settlementsettlement. Co- 3. If there are other settlements at the time ofSuch fees, costs, or within a reasonable amount of time afterexpenses shall be paid solely from the Settlement Fund, the preliminary approval of this Settlement Agreement, subject to any necessary Court approval. Settling Defendant shall not object to Interim Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid withdrawing from the settlement funds in this Settlement Fund, subject to any necessary Court approval, up to $500,000 to pay the costs for notice and such other settlement agreements proportionate for Preliminary and Final Approval of the Settlement Agreement. Any costs of notice that Interim Co-Lead Counsel are permitted to withdraw from the Settlement Fund, either pursuant to the amount of any such settlements, consistent with any such other settlement agreements and the approval Settling Parties’ Settlement Agreement or order of the Court, shall be nonrefundable if, for any reason, the Settlement Agreement is terminated according to its terms. At their discretion, Class Plaintiffs may combine the notice of the Settling Defendant’s settlement with the notice for any other Defendant in the action. The timing of the filing of a motion to approve notice of the Settlement Agreement to the Settlement Class, and the timing proposed to the Court for the actual distribution of that notice to the Settlement Class, shall be at the sole discretion of Interim Co-Lead Counsel. 4. Under no circumstances will Settling Defendants Defendant or the Settling Defendant’s Released Parties be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 5. No Except for as provided in Section II(F)(11), no other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(D)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Defendant nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Settling Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Settling Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing all necessary information and tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. In addition, Interim Co-Lead Counsel shall timely make, or cause to be made, such elections as necessary or advisable to carry out the provisions of this paragraph, including the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of Interim Co-Lead Counsel to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Settlement Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treas. Reg. § 1.4688-1. Interim Co-Lead Counsel shall timely and properly file, or cause to be filed through the Escrow Agent, all information and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such returns shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund. Neither Settling Defendant nor Settling Defendant’s Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any Taxes with respect to the Escrow Account. 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Settlement Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Interim Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Class Counsel and administered by an Escrow Agent designated by Co-Lead Class Counsel. Co-Lead Class Counsel, Settling DefendantsTyson, and Settling Defendants’ Xxxxx’x Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided hereinNone of Tyson, neither the Settlement Class nor Co-Lead or Class Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or Class, obtaining approval of the Settlement Settlement, or administering the Settlementsettlement. Co-Class Counsel may request an order from the Court authorizing Class Counsel to withdraw from the Settlement Fund up to $400,000 to pay the costs for notice and administration of this settlement, provided however the Parties agree that no funds shall be advanced from the Settlement Fund prior to the date the Court approves a plan of notice and distribution. In the event that Court-ordered notice and administration costs exceed $400,000, EUCPs and Class Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. Such costs of notice shall be nonrefundable in the event that, for any reason, the settlement is not finally approved. The costs for notice and administration of the settlement will be pro-rated with other settlements to the extent possible. 3. If there are other settlements at the time of, or within a reasonable amount of time after, the preliminary approval of this Settlement Agreement, Co-Lead Counsel shall endeavor to ensure that Class Notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Tyson be required to pay more or less than the Settlement Amount pursuant to this Settlement AgreementAgreement and the settlement set forth herein. For purposes of clarification, the payment of any fee and expense award, the Class Notice notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members ) and any other fees and costs associated with the implementation of this Settlement Agreement) Agreement shall be exclusively paid from the Settlement FundAmount. 54. Except for as provided in Section II(G)(10) or Section II(G)(11), No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 65. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, including a United States Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation; or (ii) secured by instruments backed by the full faith and shall reinvest credit of the United States Government. The proceeds of these instruments as they mature accounts shall be reinvested in similar instruments at their then-current market ratesrates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(E)(5) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1II(B)(1), neither the Settling Defendants, any other Released Party, Tyson nor Settling Defendants’ Xxxxx’x Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 76. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1, and to that end, the Parties shall cooperate with each other and shall not take a position in any filing or before any tax authority that is inconsistent with such treatment. In addition, the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax 87. All: (i) taxes on the income of the Settlement Fund (“Taxes”) and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including), without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible for 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.and

Settlement Fund Administration. The Settlement Fund shall be administered pursuant to the provisions of this Settlement Agreement and subject to the Court’s continuing supervision and control, until the funds in the Settlement Fund are fully distributed, as follows: 1. The Settlement Fund shall be established within an Escrow Account and administered by an Escrow Agent at a bank designated by Co-Lead Counsel and administered by an Escrow Agent designated by Co-Lead Counsel. Co-Lead Counsel, Settling DefendantsDefendant, and Settling Defendants’ Defendant’s Counsel agree to cooperate in good faith to prepare an appropriate escrow agreement in conformance with this Settlement Agreement. 2. Except as provided herein, neither Neither the Settlement Class nor Co-Lead Counsel shall have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or obtaining approval of the Settlement settlement, or administering the Settlement. Co-Co-Lead Counsel may, without prior order of the Court, withdraw from the Settlement Fund up to $500,000 to pay the costs for notice and for preliminary and final approval of this Settlement. In the event that Court-ordered notice and administration costs exceed $500,000, Plaintiffs and Co-Lead Counsel may apply to the Court to pay such additional notice and administration costs from the Settlement Fund. Such costs of notice shall be nonrefundable in the event that, for any reason, the Settlement is not finally approved. 3. If there are other settlements at the time of, or within a reasonable amount of time after, the motion for preliminary approval of this Settlement AgreementSettlement, Co-Lead Counsel shall endeavor to ensure that Class Notice notice and claims administration costs shall be paid from the settlement funds in this and such other settlement agreements proportionate to the amount of any such settlements, consistent with any such other settlement agreements and the approval of the Court. 4. Under no circumstances will Settling Defendants Defendant be required to pay more or less than the Settlement Amount pursuant to this Settlement Agreement. For purposes of clarification, the payment of any fee Agreement and expense award, the Class Notice and administrative costs (including payment of any applicable fees to Escrow Agent), any service awards to Plaintiffs, payments to Class Members and any other fees and costs associated with the implementation of this Settlement Agreement) shall be exclusively paid from the Settlement Fundset forth herein. 5. No other funds shall be paid or disbursements made from the Settlement Fund without an order of the Court. 6. The Escrow Agent shall, to the extent practicable, invest the funds deposited in the Settlement Fund in discrete and identifiable instruments backed by the full faith and credit of the United States Government, or fully insured by the United States Government or any agency thereof, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. Any cash portion of the Settlement Fund not invested in instruments of the type described in the first sentence of this Section[II(C)(6Section II(C)(6) shall be maintained by the Escrow Agent, and not commingled with any other funds or monies, in a federally insured bank account. Subsequent to payment into the Settlement Fund pursuant to Section II(A)(1), neither the Settling Defendants, any other Released Party, Defendant nor Settling Defendants’ Defendant’s Counsel shall bear any responsibility or risk related to the Settlement Fund or the Net Settlement Fund. 7. The Parties agree that the Settlement Fund and the Net Settlement Fund are each intended to be a “Qualified Settlement Fund” within the meaning of Treasury RegulationRegulation § 1.468B-1 and that the Escrow Agent, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes, as defined below, owed with respect to the Escrow Account. Neither the Settling Defendant nor the Settling Defendant’s 8. All: (i) taxes on the income of the Settlement Fund (“Taxes”) ), and (ii) expenses and costs incurred in connection with the taxation of the Settlement Fund (including, without limitation, reasonable expenses of tax attorneys and accountants) shall timely be paid by the Escrow Agent out of the Settlement Fund. The Class Members shall be solely responsible forfor paying any and all federal, state, and local income taxes due on any distribution made to them pursuant to the Settlement provided herein. 9. After the Date of Final Approval, the Net Settlement Fund shall be disbursed in accordance with a plan of distribution to be approved by the Court. The Class Members shall look solely to the Net Settlement Fund for settlement and satisfaction of any and all Released Claims from Released Parties. The timing of a motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement shall be in the discretion of Co-Lead Counsel, and may be combined with a plan to distribute proceeds from other settlements in this Action.