Common use of Settlement Fund Clause in Contracts

Settlement Fund. The Settlement Fund shall be used for the payment of the costs of Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; the costs incurred by the Escrow Agent and Settlement Administrator; the costs of delivering notice to the Class; and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned on the Settlement Fund while in the control of the Escrow Agent, such interest shall be included in the Net Settlement Fund and disbursed as part of the Settlement or, if the Final Settlement Date does not occur, returned to Facebook as provided below. (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled by the Escrow Agent that portion of the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxes, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent 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 such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Court. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.

Settlement Fund. In exchange for the dismissal of the Action and the releases it will receive (discussed further below), Columbia will pay a total of $1,500,000.00 into a settlement fund (the “Settlement payment of the remaining $500,000.00 by June 1, 2025 through monthly installment payments of $50,000 per month beginning on September 1, 2024. Columbia may elect to pay more than the minimum amount for any monthly installment payment, in which case any additional amount paid over the minimum monthly payment amount will be credited to future monthly installment payments, with the understanding that Columbia remains obligated to pay a total of $1,000,000.00 to the Settlement Fund by August 1, 2024 and to pay the remaining $500,000.00 to the Settlement Fund by June 1, 2025, for an aggregate amount of $1,500,000.00 by June 1, 2025. The Settlement Fund shall will be used for the payment of the costs of Taxes; Tax Expenses; Class Counsel’s Fees paid into and Costs; Plaintiffs’ Incentive Awards; the costs incurred held in an interest-bearing Escrow Account administered by Simpluris as the Escrow Agent and Settlement Administrator; Administrator in accordance with the costs terms of delivering notice to the Class; Settlement and as provided in the claims of Authorized ClaimantsSettlement Agreement. Specifically, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned on the Settlement Fund while will be used to disburse refunds in equal amounts to the control members of the Settlement Class who have not opted out. In addition, all expenses, fees, taxes, and other costs associated with providing notice and administering the Settlement Fund, as well as reasonable actual attorneys’ fees and costs not to exceed twenty percent of the Settlement Funds, shall be paid out of the Settlement Fund (together with any interest accrued thereon). Once Columbia has satisfied its payment obligations with respect to the Settlement Fund, Columbia shall not have any liability or responsibility whatsoever with respect to the Settlement Fund, including with respect to any costs, fees, expenses, taxes incurred or imposed thereon, or the actions of the Escrow Agent, such interest shall be included /Settlement Administrator in the Net Settlement Fund and disbursed as part administration, management, allocation, and/or disbursement of the Settlement orFund. The Plaintiff Parties, if the Final including all Settlement Date does Class Members who do not occur, returned to Facebook as provided below. (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled by the Escrow Agent that portion Opt Out of the Settlement Fund projected to be adequate to pay for (the costs of delivering notice to the Class (as described in Section 3.3 below“Releasing Parties”), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible in exchange for delivering notice. For the sake of clarity, this Columbia’s payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for Fund, will release Columbia Utilities Power, LLC and Columbia Utilities, LLC and any of their former, present, and future assigns, predecessors, successors, affiliates, parent companies, subsidiaries, controller companies, employees, officers, directors, principals, and agents (collectively, the purposes “Released Parties”) from any and all claims, including any and all claims, rights, and liabilities of paying any additional costs nature, including, but not limited to, actions, claims, demands, causes of delivering notice action, obligations, damages, debts, charges, attorneys’ fees, costs, arbitrations, forfeitures, judgments, indebtedness, liens and losses of any kind, source or character whether arising out of federal or state law, whether known, suspected to exist or unknown, whether asserted or unasserted, whether asserted by any Releasing Party either on its own behalf or on behalf of any other Person, whether in contract, express or implied, tort, at law or in equity or arising under or by virtue of any statute or regulation, by reason of, arising out of, that are related to any of the facts, acts, events, transactions, occurrences, courses of conduct, business practice or relationship, representations, omissions, circumstances or other matters related in any way to the ClassAction, addressed in this Agreement, and/or that could have been brought in the Action against any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxes, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the CourtReleased Parties, and shall remain subject including any claims related to the jurisdiction of Released Parties’ conduct in connection with the CourtCCA Program (the “Released Claims”), until such time as such funds shall be distributed pursuant excluding only claims the Releasing Parties could assert to enforce the Settlement under the Settlement Agreement. The PSC will also agree and acknowledge that (i) the Settlement resolves all investigative and other regulatory enforcement actions related to Columbia’s participating in and conduct relating to the CCA Program; and (ii) upon satisfying its payment obligations with respect to the Settlement Agreement Fund, nothing related to this Action shall prohibit Columbia from being eligible to supply electricity and/or natural gas to customers using the transmission or distribution system of a utility as an ESCO in New York State. The PSC will further order(s) agree and acknowledge that the PSC will not challenge Columbia’s ability to re-enter the NYISO-administered market as an ESCO based on any conduct or allegations relating to the Action. In addition to the releases they will receive, the Releasing Parties (as defined above), will fully, finally, and forever release, relinquish, and discharge any and all claims against the Releasing Parties and any of their former, present, and future assigns, predecessors, successors, affiliates, parent companies, subsidiaries, controller companies, employees, officers, directors, principals, and agents, from any and all claims arising out of or relating to their filing, prosecution, and settlement of the Court. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself Action and the Settlement Administrator their costs reasonably and actually incurred in their roles as Released Claims, again, similarly excluding only claims the Releasing Parties could assert to enforce the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereofAgreement.

Settlement Fund. 1. The Defendant Releasees shall have no liability or responsibility for disbursements from, or administration of, the Settlement Fund. The Defendant Releasees shall not be liable for any costs or attorneys’ fees of Plaintiff or the Indirect Purchaser Class Members, including but not limited to costs or expenses of Plaintiff’s counsel, experts, consultants, agents or representatives, except as provided for herein. Such costs and attorneys’ fees as approved by the Court shall be paid out of the Settlement Fund. Defendant Releasees further shall not be liable for any of the expenses of notice to the Indirect Purchaser Class or administration of the Settlement Fund, except that all such expenses properly and reasonably incurred shall be paid out of the Settlement Fund as set forth herein. 2. Class Counsel shall seek approval from the Court for payment of not more than thirty percent (30%) of the Settlement Fund for attorneys’ fees, plus litigation costs and expenses, and an additional amount to Plaintiff not exceeding $2,500. Defendants agree that such sums are reasonable, and will not oppose the Court’s awarding of such sums. The award by the Court of any particular amount of attorneys’ fees, costs and expenses or payments to Plaintiff shall not affect the binding nature of the Settlement and this Agreement by the Parties. 3. Subject to Court approval, Plaintiff and Class Counsel shall be used reimbursed and paid solely out of the Settlement Fund for all reasonable expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund within 10 days after the Final Order and Judgment, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom any collateral attack on the settlement or any part thereof, subject to Class Counsel’s joint and several obligation to make appropriate refunds or repayments to the Settlement Fund, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or cost award is reduced or reversed. Defendants shall not be liable for any costs, fees, or expenses of any of Plaintiff’s respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court may be paid out of the Settlement Fund. In the event that attorneys’ fees or costs are paid out of the Settlement Fund, and the Effective Date does not take place Class Counsel shall reimburse all withdrawn attorneys’ fees and costs, except for the reasonable costs of notice and administration, to the Settlement Fund prior to the return of the Settlement Fund to Defendants. 4. Any escrow fees or charges shall be deducted from the Settlement Fund. Defendants will not be responsible for any escrow fees or charges incurred beyond its payment of the costs of Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; the costs incurred by the Escrow Agent and Settlement Administrator; the costs of delivering notice to the Class; and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4Amount. If any All interest or other investment income is earned on the Settlement Fund while in the control of the Escrow Agent, such interest shall be included in the Net Settlement Fund become and disbursed as remain part of the Settlement or, if Fund. In the Final Settlement event that the Effective Date does not occurtake place or in the event that the Agreement is rescinded, returned the Settlement Fund, including any and all interest that has accrued, shall be immediately returned, in its entirety, to Facebook Defendants proportionally to the Defendants’ respective payments, except as provided below. for in Section H.1 of this Agreement (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled by the Escrow Agent that portion of the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 belowDisbursements), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxes, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent 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 such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Court. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.

Settlement Fund. (a) Subject to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), and in full, complete and final settlement of the Class Action, within twenty (20) business days after (1) receipt by Defendants of fully-executed copies of this Settlement Agreement and the Escrow Agreement and (2) entry by the Court of the Preliminary Approval Order without material change, Defendants shall deposit the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) held and administered by UBS AG, New York Branch (the “Escrow Agent”). The Settlement Fund Amount shall be an amount equal to the sum of One Hundred Ninety Million and no/100 Dollars ($190,000,000.00) (the “Settlement Amount”) plus the total amount of interest on the Settlement Amount at a rate of one percent (1%) per annum from March 14, 2014 to the date such amount is deposited in the Escrow Account (the “Interest Amount”). The Settlement Fund Amount deposited by Defendants into the Escrow Account shall be referred to as the “Settlement Fund.” (b) The Escrow Account shall be established and administered pursuant to the Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly permitted by paragraph 3(d)(4) of the Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall be for the benefit of the Class, less any tax imposed on such interest. The Settlement Fund shall be used available for the payment distributions to members of the Class upon the Settlement becoming final pursuant to paragraph 4 of this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs of Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; the costs incurred expenses approved by the Escrow Agent Court (and Settlement Administrator; the costs of delivering notice to the Class; and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned awarded thereon); (2) any Court-approved incentive award to Plaintiffs in the Class Action; (3) taxes payable on the Settlement Fund while in Fund; and (4) any and all administrative and notice expenses associated with this litigation or the control of the Escrow Agent, such interest Settlement. The total consideration that Defendants will pay for this Settlement shall be included in the Net Settlement Fund Amount, which includes, without limitation, any amount payable as attorneys’ fees, expenses and disbursed as part costs of Plaintiffs and the Class, any Court-approved incentive award to Plaintiffs, any taxes payable on the Settlement orFund, if the Final Settlement Date does not occur, returned to Facebook as provided below. (a) Within twenty-one (21) calendar days after entry and payment of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated any and controlled by the Escrow Agent that all administrative and notice expenses associated with this litigation or Settlement. No portion of the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxesconsideration shall constitute, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent shall be deemed and considered to be construed as constituting, a payment in custodia legis lieu of the Courttreble damages, and shall remain subject to the jurisdiction of the Courtfines, until such time as such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Courtpenalties, punitive damages or forfeitures. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.

Settlement Fund. (a) Subject to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), within fifteen (15) business days after entry by the Court of the Preliminary Approval Order with no material change, provided that Indivior has been in receipt from Plaintiffs’ Counsel of wiring instructions for at least three (3) business days as set forth in the Escrow Agreement, Defendant shall deposit the Settlement Fund Amount (as defined below) into an escrow account (the “Escrow Account”) held and administered by First State Trust Company (the “Escrow Agent”). Subject to Paragraph 3, the Settlement Fund Amount shall be Three Hundred Eighty-Five Million Dollars and no/100 in cash ($385,000,000.00). The Settlement Fund Amount deposited by Defendant into the Escrow Account and any accrued interest after deposit shall become part of and shall be referred to as the “Settlement Fund.” Once the settlement becomes final pursuant to Paragraph 6, Defendant and the Released Parties shall have no further monetary obligations of any kind to the Plaintiffs, Direct Purchaser Class, or Plaintiffs’ Counsel under the terms and conditions of the Settlement Agreement other than the Settlement Fund Amount. Defendant and the Released Parties shall have no responsibility for, and have no liability with respect to, the investment decisions or the actions of the Escrow Agent. (b) The Escrow Account shall be established and administered pursuant to the Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly permitted by paragraph 3(d)(4) of the Escrow Agreement, the Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Fund, less any taxes imposed on such interest. Defendant and the Released Parties shall have no responsibility for, and have no liability with respect to, the filing or payment of any taxes, interest, penalties, costs, allocations, distributions, or expenses connected to the Settlement Fund. (c) The Settlement Fund shall be used available for the payment distributions to Plaintiffs and members of the Direct Purchaser Class only upon the Settlement becoming final pursuant to paragraph 6 of this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs of Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; the costs incurred expenses approved by the Escrow Agent Court (and Settlement Administratorany interest awarded thereon); the costs of delivering notice (2) any Court- approved incentive awards to the Classnamed Plaintiffs in this Direct Purchaser Class Action; and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned (3) taxes payable on the Settlement Fund while in Fund; and (4) any and all administrative and notice expenses associated with this litigation or the control of the Escrow Agent, such interest Settlement. The total consideration that Defendant will pay for this Settlement shall be included in the Net Settlement Fund and disbursed as part of the Settlement or, if the Final Settlement Date does not occur, returned to Facebook as provided below. (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled by the Escrow Agent that Amount only. No portion of the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxesconsideration shall constitute, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent shall be deemed and considered to be construed as constituting, a payment in custodia legis lieu of the Courttreble damages, and shall remain subject to the jurisdiction of the Courtfines, until such time as such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Courtpenalties, punitive damages or forfeitures. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.

Settlement Fund. The (a) Subject to the terms and conditions of this Settlement Fund shall be used for Agreement and the payment Escrow Agreement, and in full, complete, and final settlement of the costs of Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; Action, sixty (60) calendar days after the costs incurred by the Escrow Agent and Settlement Administrator; the costs of delivering notice Court grants preliminary approval to the Class; Settlement, provided that Class Counsel notifies Allergan of the establishment and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned on the Settlement Fund while in the control identity of the Escrow Agent, such interest shall be included in the Net Settlement Fund and disbursed as part of the Settlement or, if the Final Settlement Date does not occur, returned to Facebook as provided below. (a) Within Account within twenty-one (21) calendar days after entry execution of the Preliminary Approval OrderSettlement Agreement, Facebook Allergan shall cause to be paid deposit Thirteen Million Four-Hundred Fifty Thousand Dollars and no/100 ($13,450,000.00) (the “Settlement Amount”) into an interest-bearing account designated the Escrow Account held and controlled administered by the Escrow Agent Agent. The Settlement Amount deposited by Allergan into the Escrow Account plus interest earned after deposit thereon shall be referred to as the “Settlement Fund.” Allergan shall not pay any additional amount at any time, whether for wire transfer fees or bank fees of any kind associated with the wire transfer of funds, interest, notice, administration, costs, attorneys’ fees, or otherwise into the Escrow Account. The total consideration that portion Defendant will pay for this Settlement shall be the Settlement Amount only. If the Settlement becomes final, pursuant to paragraph 4 hereto, then no part of the Settlement Fund projected Amount shall revert to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4Allergan. (b) ThereafterBefore the Court issues the Final Judgment and Order, Facebook maydisbursements for expenses associated with providing notice of the settlement to the Class, at its discretionexpenses associated with administering the Settlement, cause and any payments and expenses incurred in connection with taxation matters relating to the settlement and this Settlement Agreement (“Administrative Expenses”) may be paid into made from the escrow account additional portions Settlement Fund, and such amounts shall be refundable to Allergan in the event the settlement is disapproved, terminated, or otherwise fails to become effective, to the extent and subject to the terms of paragraph 17 hereto. Court approval shall not be required for disbursements or distribution of Administrative Expenses for amounts (in the aggregate) of less than $75,000. Otherwise, no disbursement from or distribution of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxes, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent 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 such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) made without prior approval of the Court. (ec) Upon five If this Settlement becomes final, pursuant to paragraph 4 hereto, all interest earned less Administrative Expenses will inure to the benefit of the Class. (5d) business days notice The Escrow Account shall be established and administered pursuant to Class Counsel the Escrow Agreement in a form to be agreed upon between the Plaintiffs, Allergan, and Facebook’s Counselthe proposed Escrow Agent and approved by the Court at the time of preliminary approval. It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly permitted by the terms of the Escrow Agreement, the Escrow Agent may shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any order of the Court. Class Counsel shall be solely responsible for directing the Escrow Agent to file all informational and other tax returns necessary to report any taxable and/or net taxable income earned by the Settlement Fund. Allergan shall have no responsibility to make any tax filings relating to this Settlement Agreement or the Settlement Fund, and shall have no responsibility to pay itself taxes on any income earned by the Settlement Fund, or to pay any taxes with respect thereto unless the settlement is not consummated and the Settlement Administrator their costs reasonably and actually incurred in their roles as Fund is returned to Allergan. Allergan shall have no responsibility for the payment of taxes or tax-related expenses. If, for any reason, for any period of time, Allergan is required to pay taxes on income earned by the Settlement Administrator Fund, the Escrow Agent shall, upon written instructions from Allergan with notice to Class Counsel, timely pay to Allergan sufficient monies from the Settlement Fund to enable Allergan to pay all taxes (state, federal, or other) on income earned by the Settlement Fund. (e) The Settlement Fund shall be available for distributions to Plaintiffs and Escrow Agentmembers of the Class upon the settlement becoming final pursuant to paragraph 4 hereto, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs, and expenses approved by the Court (and any interest awarded thereon); and (2) any and all Administrative Expenses. (f) The Settlement Fund is After making the total amount that Facebook will pay under this Settlement payment described in paragraph 5(a) above, Allergan shall have no responsibility whatsoever for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees the allocation and Costs, Incentive Awards, the costs distribution of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund and shall not be responsible for settlement and satisfaction against Facebook any disputes relating to the amount, allocation, or distribution of all Released Claimsany fees, costs, or awards. Except as expressly provided by order of Further, after making the Courtpayment described in paragraph 5(a) above, no Allergan shall not be liable for any additional payments to the Class Member (including Minor Subclass Member) shall have any interest in the or Class Counsel pursuant to this Settlement Fund or any portion thereofAgreement.

Settlement Fund. The “Settlement Fund Amount” shall be thirty-five million dollars and no/100 ($35,000,000.00). Subject to the terms and conditions of this Settlement Agreement and an escrow agreement to be entered into by Class Counsel, within twenty (20) business days after the District Court grants preliminary approval to the Settlement, and provided that Co-Lead Counsel notifies Pfizer of the establishment and identity of the Escrow Account within fourteen (14) calendar days before said payment is due, Pfizer shall deposit the Settlement Fund Amount into the Escrow Account held and administered by The Huntington National Bank (the “Escrow Agent”). Should Co-Lead Counsel fail to notify Pfizer of the establishment and identity of the Escrow Account within fourteen (14) calendar days before said payment is due, Pfizer shall deposit the Settlement Fund Amount into the Escrow Account within fourteen (14) calendar days of receiving such notification. The Settlement Fund Amount deposited by Pfizer into the Escrow Account and any accrued interest or earnings after deposit shall become part of and shall be referred to as the “Settlement Fund.” Except as provided for in Paragraphs 10 and 11, no disbursements shall be made to End-Payor Plaintiffs or members of the End-Payor Classes until the Effective Date. The Settlement Fund shall be used solely for the payment benefit of the costs End-Payor Classes, which does not include those who opt out of Taxes; Tax Expenses; Class Counsel’s Fees those Classes. Once the above payments are made, as well as any payments under Paragraph 18 below, Pfizer and Costs; the Released Parties (as defined in Paragraph 12) shall have no further monetary obligations of any kind to End-Payor Plaintiffs’ Incentive Awards; , members of the costs incurred by End-Payor Classes, or Co-Lead Counsel under the Escrow Agent terms and Settlement Administrator; conditions of the costs of delivering notice Settlement. Pfizer and the Released Parties shall have no responsibility for, interest in, or any liability with respect to the Class; and investment decisions or the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. If any interest or other investment income is earned on the Settlement Fund while in the control actions of the Escrow Agent, such interest shall be included in the Net Settlement Fund and disbursed as part of the Settlement or, if the Final Settlement Date does not occur, returned to Facebook as provided below. (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled or any transactions executed by the Escrow Agent. Pfizer and the Released Parties shall have no responsibility for, interest in, or liability whatsoever for any aspect of the Allocation Plan or the implementation of that Plan. The Escrow Agent that portion of shall not distribute the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (except as described provided in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of TaxesAgreement, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent 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 such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) an order of the Court. (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agent. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.

Settlement Fund. 53. Within ten (10) business days of the entry of the Preliminary Approval Order, Defendant will deposit the Settlement Amount into the Escrow Account maintained by Class Counsel to fund the Settlement. 54. Upon establishment of the Escrow Account, the Escrow Agent shall cause the Settlement Funds in the Escrow Account to be invested, in whole or in part, in interest –bearing short-term instruments or accounts that are backed by the full faith and credit of the United States Government or that are fully insured by the United States Government or an agency thereof (the “Instruments”). The Escrow Agent may thereafter reinvest the interest proceeds and the principal as they mature in similar Instruments, bearing in mind the liquidity requirements of the Escrow Account to ensure that it contains sufficient cash available to pay all invoices, taxes, fees, costs, expenses, and other required disbursements, in a timely manner. Notwithstanding the foregoing, that portion of the Settlement Fund that the Settlement Administrator reasonably estimates needs to be available on a liquid basis to pay on-going costs of settlement administration, as provided in this Agreement, may be placed in one or more insured accounts that may be noninterest-bearing. Except as otherwise specified herein, the Instruments at all times will remain in the Escrow Account and under the control of the Escrow Agent. All costs or fees incurred in connection with administration and/or investment of the Settlement Fund in the Instruments shall be paid out of the investment proceeds or the Settlement Fund. 55. The Settlement Fund at all times shall be deemed a “qualified settlement fund” within the meaning of United States Treasury Reg. § 1.46B-1. All taxes (including any estimated taxes, and any interest or penalties relating to them) arising with respect to the income earned by the Settlement Fund or otherwise, including any taxes or tax detriments that may be imposed upon Defendant or its counsel, or Plaintiff or Class Counsel, with respect to income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a “qualified settlement fund” for the purpose of federal or state income taxes or otherwise (collectively, “Taxes”), shall be paid out of the Settlement Fund. Plaintiff and Class Counsel, and Defendant and Defendant’s counsel shall have no liability or responsibility for any of the Taxes. The Settlement Fund shall indemnify and hold Plaintiff and Class Counsel, and Defendant and its counsel harmless for all Taxes (including, without limitation, Taxes payable by reason of any such indemnification). 56. The Settlement Fund shall be used for the payment following purposes, to the extent such purposed purposes are approved by the Court: a. Distribution of payments to Eligible Class Members pursuant to Section X hereof; b. Payment of the Court-ordered award of Class Counsel’s attorneys’ fees, costs, and expenses pursuant to Section III and XIII hereof; c. Payment of the Court-ordered Service Award to the Class Representative pursuant to Section III and XIII hereof; d. Payment of the costs of notice and administration; e. Payment of all Taxes; Tax Expenses; Class Counsel’s Fees and Costs; Plaintiffs’ Incentive Awards; the costs incurred by , including, without limitation, taxes owed as a result of accrued interest on the Escrow Agent Account; and f. Payment of other appropriate fees, costs, and Settlement Administrator; the costs of delivering notice to the Class; and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described expenses not specifically enumerated in Section 2.3 and Section 2.4. If any interest or other investment income is earned on the Settlement Fund while in the control of the Escrow Agent, such interest shall be included in the Net Settlement Fund and disbursed as part of the Settlement or, if the Final Settlement Date does not occur, returned to Facebook as provided below. subparagraphs (a) Within twenty-one (21) calendar days after entry of the Preliminary Approval Order, Facebook shall cause to be paid into an interest-bearing account designated and controlled by the Escrow Agent that portion of the Settlement Fund projected to be adequate to pay for the costs of delivering notice to the Class (as described in Section 3.3 below), based on reasonable estimates provided by the Settlement Administrator and/or any third-party vendor contemplated to be responsible for delivering notice. For the sake of clarity, this payment into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ Incentive Awards, and the claims of Authorized Claimants, and/or the distributions to Cy Pres Recipients described in Section 2.3 and Section 2.4. (b) Thereafter, Facebook may, at its discretion, cause to be paid into the escrow account additional portions of the Settlement Fund for the purposes of paying any additional costs of delivering notice to the Class, any costs incurred by the Escrow Agent and Settlement Administrator, any costs of Taxes, or any Tax Expenses. For the sake of clarity, these payments into the escrow account will exclude any amounts for payment of Class Counsel’s Fees and Costs, Plaintiffs’ (c) Within five (5) business days after the Final Settlement Date, Facebook shall cause to be paid into the escrow account the remaining portion of the Settlement Fund that has not previously been paid into the escrow account. (d) All funds held by the Escrow Agent 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 such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of the Court. through (e) Upon five (5) business days notice to Class Counsel and Facebook’s Counsel, the Escrow Agent may pay itself and the Settlement Administrator their costs reasonably and actually incurred in their roles as the Settlement Administrator and Escrow Agentof this paragraph. (f) The Settlement Fund is the total amount that Facebook will pay under this Settlement for any purpose, including without limitation, to satisfy claims by Class Members (including Minor Subclass Members), Class Counsel’s Fees and Costs, Incentive Awards, the costs of delivering notice to the Class, and the costs incurred by the Settlement Administrator and Escrow Agent. Class Members (including Minor Subclass Members) shall look solely to the Settlement Fund for settlement and satisfaction against Facebook of all Released Claims. Except as expressly provided by order of the Court, no Class Member (including Minor Subclass Member) shall have any interest in the Settlement Fund or any portion thereof.