Common use of Termination of Settlement Clause in Contracts

Termination of Settlement. A. Within fifteen (15) Days after the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen 6.1 Subject to this Section and paragraphs 9.1-9.2 below, Defendant or the Class Representative on behalf of the Settlement Class, shall have the right to terminate this Agreement by providing written notice of the election to do so (15“Termination Notice”) Days after the occurrence to all other Parties hereto within twenty-one (21) days of any of the following events and events: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant Final Approval of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon written notice which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Court of Appeals or the Supreme Court; or (v) the date upon which an Alternate Judgment, as defined 6.2 If, prior to counsel for all Partiesthe filing of the Final Approval Motion, a Party shall Persons who otherwise would be members of the Settlement Class have the right to withdraw timely requested exclusion from the Settlement Class in accordance with the provisions of the Notice, and such Persons in the aggregate constitute more than one-half of a percent (.5%) of the Settlement Class, Defendant shall have, in its sole and absolute discretion, the option to terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered settlement by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted paragraph 6.1 above. 6.3 If Defendant seeks to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from terminate the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis of Section 6.2, the Parties agree that any dispute as to whether Defendant may invoke Section 6.2 to terminate the Agreement that they cannot resolve amongst themselves after reasonable efforts will be resolved through the alternative dispute resolution process set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) 5.3 of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking , notwithstanding that they the Agreement will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with and preliminarily approved by the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen 6.1. Subject to Paragraphs 6.2-6.4 below, Defendant or the Class Representative on behalf of the Settlement Class, shall have the right to terminate this Agreement by providing written notice of the election to do so (15“Termination Notice”) Days after the occurrence to all other Parties hereto within twenty-one (21) days of any of the following events and events: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is modified or reversed in any material respect by the Court of Appeals or the Supreme Court; or (v) the date upon which an Alternative Judgment, as defined in Paragraph 9.1.4 of this Agreement is modified or reversed in any material respect by the Court of Appeals or the Supreme Court. 6.2. Subject to Paragraphs 6.3 below, Defendant shall have the right, but not the obligation, in its sole discretion, to terminate this Agreement by providing written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any Class Counsel within twenty-five (25) days of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number following events: (i) more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification 100 individuals of the Settlement Class shall be vacated without prejudice in total have timely and validly opted out of and/or objected to the Parties’ position on Agreement; or (ii) the issue of class certification; Class Representative and his agents, or any other individuals operating at his direction or in coordination with him, or Class Counsel, file or threaten to file any arbitrations or additional lawsuits against Defendant related to the Parties shall be restored Released Claims at any time prior to their litigation position existing immediately before Final Approval. 6.3. If Defendant seeks to terminate the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis of 6.2 above, the Parties agree that any dispute as to whether Defendant may invoke section 6.2 to terminate the Agreement 6.4. The Parties agree that the Court’s failure to approve, in whole or in part, the attorneys’ fees payment to Class Counsel and/or the incentive award set forth in this Section XX(B)Paragraph 8 below shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination. The procedures for any application for approval of attorneys’ fees, expenses, or Incentive Awards are to be considered by the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days Court separately from the Court’s consideration of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such rightfairness, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns reasonableness and adequacy of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)Settlement. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen 16.1 The Parties’ willingness to enter into this Agreement and to agree to the certification of a conditional settlement class is dependent upon achieving finality in this Action and avoiding the uncertainties, risks, costs, and delays associated with this Action. Accordingly, the Parties shall each have the unilateral right to terminate this Agreement, declare it null and void, and have no further obligations under this Agreement by providing written notice to the Court and all other Parties hereto within twenty (1520) Days after the occurrence days of any Parties’ actual notice of any of the following events events: a. the Court rejects, materially modifies, materially amends or changes, or declines to issue a Preliminary Approval Order or a Final Approval Order and upon written notice Judgment with respect to counsel for all Partiesthe Settlement; b. an appellate court reverses the Final Approval Order and Judgment, a Party shall have the right to withdraw from and the Settlement and terminate this Agreement: 1. If is not reinstated without material change by the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a)Court on remand; 2. If c. the Effective Date of the settlement does not occur for any reason; d. any other ground for termination provided elsewhere in this Agreement occurs. 16.2 The failure of the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, award as described in Section XII(C)(1)16 of this Agreement shall not be grounds for Plaintiff, the Settlement Class, Settlement Class Members, Class Counsel, or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant other Person to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of terminate this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and 16.3 To terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Partiesa Party, Cruise Defendants’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B)Counsel, the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement or Class Counsel shall have sixty (60) Days provide written notice of termination to all other Parties, including such Parties’ respective counsel, and file such written notice with the Court. 16.4 If the Settlement or such longer period as agreed to by this Agreement is terminated or the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion Effective Date does not occur for Preliminary Approvalany reason whatsoever: a. This Agreement, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no eventSettlement, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared documents, and statements made or prepared in connection herewith therewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members any Party and shall not be deemed or construed to be an admission or confession in any way by of any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the whatsoever; b. The Parties to this Litigation shall stand in the same position procedural posture as if this Agreement had not been negotiated, made made, or filed with the Court; 3. c. The Parties class-certification of this Agreement shall request the Court to vacate have no further force and effect and shall not be offered in evidence or used in this Action or in any order certifying the Settlement Classother proceedings for any reason whatsoever; and 4d. Class Counsel and Cruise Defendants’ Counsel may seek to have any orders, filing, or other entries reflected on the Court’s docket in any way based upon, arising out of, relating to, or otherwise in connection with this Agreement set aside, withdrawn, vacated, and/or stricken from 16.5 Revert to Status Quo if Plaintiff or Cruise Defendants’ Terminate. Any monies in It is the Medical Monitoring Fund, together with express intent of the Parties that should any accrued interest, shall be promptly refunded Party terminate this Agreement pursuant to Section 16 of the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice whatsoever, the Agreement will be of Opt-Outs no force and effect and the Parties’ respective rights and defenses will be restored, without prejudice, as if this Agreement had never been executed, and any orders entered by the Court in connection with this Agreement will be set aside, withdrawn, vacated, and/or stricken from the record. However, any payments made to the Settlement Administrator for services rendered through the date of termination will not be refunded to the Cruise Defendants if the Cruise Defendants terminate the Agreement. If Plaintiff terminates the Agreement, Plaintiff shall reimburse the Cruise Defendants for any payments made to the Settlement Administrator for services rendered through the date of termination. It is the express intent of the Parties that should this Agreement not be approved in full by the Court, any Party may terminate the Agreement and revert to the status quo ante prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingSettlement.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Paragraphs 9.1-9.2 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the proposed settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Congress Plaza to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Class Representative incentive award), at the sole discretion of the adversely affected party, the terms contained in this Agreement and the Class Action Settlement Term Sheet, and any other than settlement documents may be terminated. The Party or Parties with the Attorneys’ Fees and Expensesright to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other Parties hereto within ten (10) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment, as defined in Paragraph 1.2 of this Agreement is vacated, modified or 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe notice given pursuant thereto, as described and such Persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than five percent (5%) of the claims asserted Settlement Class, Congress Plaza shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion settlement by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Section 9 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Xxxxxxx Auto to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award which shall be deducted from the Settlement Fund), at the sole discretion of the adversely affected party, the terms contained in this Agreement and the Class Action Settlement Term Sheet, and any other than settlement documents may be terminated. The Party or Parties with the Attorneys’ Fees and Expensesright to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other Parties hereto within ten (10) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; or(iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. DocuSign Envelope ID: F957AB94-7A05-4349-8263-42D5FD3904CD 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe Notice given pursuant thereto, as described and such Persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than five percent (5%) of the claims asserted Settlement Class, Xxxxxxx Auto shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Section 9 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Nuestro Queso to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), at the sole discretion of the adversely affected party, the terms contained in this Agreement, the Class Action Settlement Term Sheet, and any other settlement documents may be terminated. The Party or Parties with the right to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other than Parties hereto within ten (10) days of any event triggering the Attorneys’ Fees and Expensesright to terminate (as described above), including, but not limited to: (i) the Court’s refusal to enter a Preliminary Approval Order of this Agreement in any material respect; or(ii) the Court’s refusal to enter Final Approval Order of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Approval Order in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be Settlement Class Members have timely requested exclusion from the Settlement Class in accordance with the provisions of this Agreement, the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal Notice given pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentthereto, and such Persons in the Parties aggregate constitute more than five Persons, Nuestro Queso shall be restored have, in its sole and absolute discretion, the option to their litigation position existing immediately before the execution of terminate this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after This Preliminary Approval Order shall become null and void and shall be without prejudice to the occurrence of any rights of the following events and upon written notice to counsel for all Parties, a Party all of whom shall have be restored to their respective positions existing before the right to withdraw from Court entered this Preliminary Approval Order and before they entered the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If , if: (a) the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the does not enter this Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), ; (b) Settlement is not entered finally approved by the Court or is reversed or modified terminated in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from accordance with the Settlement and Agreement; (c) WPAS exercises its right to terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification Settlement if 5% or more of the Settlement Class shall be vacated without prejudice to Members validly opt-out of the Parties’ position on Settlement; or (d) the issue of class certification; Final Order and Judgment does not become Final because a higher court reverses final approval by the Parties shall be restored to their litigation position existing immediately before the execution of this AgreementCourt. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the this Settlement Class under Section III(A) of this AgreementAgreement and all orders entered in connection therewith shall DocuSign Envelope ID: EC01DBF8-B3E8-430E-B0BE-C81D735AA71D be rendered null and void; (ii) the terms and provisions of the Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Lawsuit or in any manner other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) WPAS shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be deemed to this Litigation shall stand have reverted to their respective positions and status in the same position Lawsuit as if of the date this Settlement Agreement had not been negotiated, made or filed with was executed and shall jointly request that a new case schedule be entered by the Court; 3. The Parties ; and (v) WPAS shall request the Court to vacate have no payment, reimbursement, or other financial obligation of any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under kind as a result of this Settlement Agreement, other than as stated in the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingAgreement.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Section 9 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Cicero & 147th to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), at the sole discretion of the adversely affected party, the terms contained in this Agreement, the Class Action Settlement Term Sheet, and any other settlement documents may be terminated. The Party or Parties with the right to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other than Parties hereto within ten (10) days of any event triggering the Attorneys’ Fees and Expensesright to terminate (as described above), including: (i) the Court’s refusal to enter a Preliminary Approval Order of this Agreement in any material respect; or(ii) the Court’s refusal to enter Final Approval Order of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Approval Order in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of this Agreement, the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe Notice given pursuant thereto, as described and such Persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than ten percent (10%) of the claims asserted Settlement Class, Cicero & 147th shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties2.12.1. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period this Stipulation is not approved in its entirety as agreed to is by the Court, excluding modifications that Defendant determine in their reasonable and good faith judgment to not be material modifications, or in the event that the Settlement set forth in this Stipulation is terminated, cancelled, declared void, or fails to become effective in accordance with its terms, or if the Judgment does not become a Final Judgment, or if the Effective Date does not occur, no payments shall be made by Defendant to anyone in accordance with the terms of this Stipulation, and the Settling Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes will each bear their own costs and remains fewer than the number of Settlement Class Members submitted fees with regard to the efforts to obtain Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreementapproval. In no such event, howeverthis Stipulation (except for those provisions relating to non-admissibility and non-admission of liability set forth in Sections VI, shall 2.13.4 and 2.13.5, and those provisions relating to the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes return of this Section, Opt-Outs shall not include: (idocuments and discovery set forth in Section 2.14 and the provision regarding the payment of Administrative Costs set forth in Section 1.1) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be deemed null and void, its terms and provisions shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Settling Parties and shall not be used in the Settled Lawsuits or in any manner other proceeding for any purpose, and any Judgment or order entered by the Parties to this Litigation shall stand Court in the same position as if this Agreement had not been negotiated, made or filed accordance with the terms of this Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding any other provision of this Stipulation, no order of the Court; 3. The Parties shall request the Court to vacate , or modification or reversal on appeal of any order certifying of the Settlement Class; and 4. Any monies in Court, reducing the Medical Monitoring Fundamount of any attorneys’ fees or costs to be paid to Plaintiffs’ Counsel, together with or reducing the amount of any accrued interestEnhancement Awards paid to the Plaintiffs, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without constitute grounds for cancellation or termination of this Stipulation or grounds for limiting any other rights under this Settlement Agreementprovision of the Judgment. 2.12.2. In addition to the terms set forth in Sections 2.5 and 2.12.1, the NCAA will Defendant shall have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election absolute discretionary right to terminate this Settlement Agreement to Class Counsel and the Court terms set forth in this Stipulation prior to the Fairness Hearingentry of the Court’s Order of Final Approval in the event that any of the following conditions occur in 2.12.2.1 through 0.00.0.0: 2.12.2.1. In the event that this Stipulation is construed in such a fashion that would require Defendant to pay: (i) more than the Maximum Settlement Amount and Administrative Costs set forth in Section 1.1; and/or (ii) any amount(s) not expressly provided for in this Stipulation; 2.12.2.2. In the event that the Court does not certify, for settlement purposes only, a class consistent with Section 2.2.1, or otherwise makes an order materially inconsistent with any of the terms of this Stipulation or the Settlement Documents prepared to effectuate the Settlement; 2.12.2.3. In the event that any court, whether on a conditional basis or not, certifies a class or collective action that involves any claim, whether based on statute, regulation, contract, common law, or otherwise, included in the Released FLSA Claims or Released Non- FLSA Claims, as those terms are defined in Sections 1.34 and 1.35 herein and Exhibit 4. The Settling Parties agree to cooperate to oppose any attempted effort by any individual to obtain conditional or class certification covering any of the Class Members who are the subject of this Stipulation; or 2.12.2.4. In the event that any Plaintiff or Plaintiffs’ Counsel breaches this Stipulation. 2.12.3. To the extent Defendant chooses to exercise the right to terminate this Stipulation established in Section 2.12.2 and its subsections, it must do so through written notice to Plaintiffs’ Counsel prior to entry of the Order of Final Approval and within fourteen (14) calendar days of Defendant learning of the occurrence of the operative condition warranting termination. 2.12.4. In the event that the Settlement set forth in this Stipulation is terminated, cancelled, declared void, or fails to become effective in accordance with its terms, or if the Judgment does not become a Final Judgment, or if the Effective Date does not occur, notwithstanding any of the provisions of this Section 2.12.4 and all its subsections, the Xxxxxxx and Hautur actions may proceed without prejudice as if this settlement had not been entered. Further, each Settled Lawsuit shall return to the status it had as of February 18, 2016, including that, if the class action described in Section 2.2 has been certified, the Settling Parties will take whatever steps necessary, if any, as soon as practicable, to decertify without prejudice any class certified for purposes of this Settlement, and if the Hautur action has been transferred to the District of New Jersey as described in Section 2.1, the Settling Parties will cooperate in having the Hautur action transferred back to the Western District of New York as soon as practicable. Should litigation of the Xxxxxxx and Hautur actions recommence, Defendant expressly reserves the right to move to decertify any previously conditionally certified actions in accordance with applicable law, and to oppose class certification. Plaintiffs reserve the right to move for final certification of any previously conditionally certified actions in accordance with applicable law.

Termination of Settlement. A. Within fifteen 1. Co-Lead Class Counsel, acting on behalf of Plaintiffs, and Defendants shall each have the respective independent and discretionary right to terminate this Settlement by providing written notice to the other of an election to do so (15“Termination Notice”) Days after the occurrence of within 30 days following any of the following events events: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and upon written notice Order of Dismissal in any material respect; or (iv) the Final Judgment and Order of Dismissal is modified in any material respect or reversed by a court of appeal or any higher court. 2. Within ten (10) business days after the end of the period to counsel request exclusion from the Class, Co-Lead Class Counsel will cause copies of timely requests for exclusion from the Class to be provided to Defendants’ Counsel. At any time within five (5) business days after being provided by Co-Lead Class Counsel with all Partiestimely requests for exclusion, Defendants collectively and acting as a Party group, but not individually, shall have the option and right to withdraw terminate this Agreement if the members of the Class who have requested exclusion from the Settlement and terminate Class have aggregate purchases of Dental Supplies from Defendants (by dollar volume) during the Class Period equal to or exceeding 10% of the total purchases (by dollar volume) of Dental Supplies from Defendants during the Class Period by all Class Members (as reflected in transaction data produced in this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(acase); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified;. 3. If Except as otherwise provided herein, in the Court materially alters any event the Settlement is terminated in accordance herewith, then, other than with respect to scheduling matters, the Parties to this Agreement shall be deemed to have reverted to their respective status in the Action as of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentExecution Date, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth proceed in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position respects as if this Agreement and any related orders had not been negotiatedentered. Within five business days following any notice of termination being delivered to the Escrow Agent, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies Fund shall be returned in the Medical Monitoring Fund, together with its entirety to Defendants (including any accrued interestinterest thereon), less any Taxes due and expenditures made of notice and administrative costs pursuant to Sections VIII and IX, if any. At Defendants’ request, the Escrow Agent or Court-appointed claims administrator shall be promptly refunded apply for any tax overpaid by Escrow Agent with respect to the NCAA by Settlement Fund and pay the Medical Monitoring Program Administratorproceeds of any such refund to Defendants. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen 1. Lead Class Counsel, acting on behalf of Plaintiffs, and the Zaappaaz Defendants shall each have the respective independent and discretionary right to terminate this Settlement by providing written notice to the other of an election to do so (15“Termination Notice”) Days after the occurrence of within 30 days following any of the following events events: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments Order of Dismissal as to the NCAA Zaappaaz Defendants in any material respect; or (iv) the Final Judgment and Order of Dismissal as specified to the Zaappaaz Defendants is modified in Section IV(A)(1)(a);any material respect or reversed by a court of appeal or any higher court. 2. If Except as otherwise provided herein, in the Court fails event the Settlement is terminated in accordance with the provisions of Paragraph X.1., then, other than with respect to approve scheduling matters, the Parties to this Agreement shall be deemed to have reverted to their respective status in the Action as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentExecution Date, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth proceed in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position respects as if this Agreement and any related orders had not been negotiatedentered. Within five business days following any notice of termination being delivered to the Escrow Agent, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies Fund shall be returned in its entirety to the Medical Monitoring Fund, together with Zaappaaz Defendants (including any accrued interestinterest thereon), less any pro rata Taxes due and pro rata expenditures made of notice and administrative costs pursuant to Sections VIII and IX, if any. At the Zaappaaz Defendants’ request, the Escrow Agent or Court- appointed claims administrator shall be promptly refunded apply for any tax overpaid by Escrow Agent with respect to the NCAA by Settlement Fund and pay the Medical Monitoring Program Administrator. 5. Without limiting proceeds of any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior such refund to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingZaappaaz Defendants.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Paragraphs 9.1-9.3 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the proposed settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Euro USA, Inc. to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Class Representative incentive award), at the sole discretion of the adversely affected party, the terms contained in this Agreement and the Class Action Settlement Term Sheet, and any other than settlement documents may be terminated. The Party or Parties with the Attorneys’ Fees right to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other Parties hereto within ten (10) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment, as defined in Paragraph 1.2 and Expenses; ordescribed in Paragraph 9.1(d) of this Agreement is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 4. 6.2 If prior to the Final Approval Hearing, persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of this Agreement, the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe Notice given pursuant thereto, as described and such persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than ten percent (10%) of the claims asserted Settlement Class, Euro USA, Inc. shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion settlement by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number paragraph 6.1. 6.3 If 10% or more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification Class Members opt out of the Settlement Class Class, Defendant shall be vacated without prejudice have the right, but not the obligation, to terminate the Settlement Agreement. If Defendant opts to terminate the settlement agreement, the Parties shall return to their respective positions immediately prior to entering into the Settlement Agreement and the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and settlement negotiations shall not be offered in evidence or used admissible in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed legal proceeding or construed to be as an admission of liability by Defendant or confession a concession by Plaintiffs in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administratormanner. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such rightCourt does not approve this Settlement Agreement in its entirety, excluding modifications that the Settling Defendant determines in its reasonable and good faith judgment not to be material modifications, or in the event that the Settlement Class Counsel Agreement is terminated, cancelled, declared void, or fails to become effective in accordance with its terms, or if the Judgment does not become a Final Judgment, or if the Effective Date does not occur, no payments shall have sixty (60) Days or such longer period as agreed to be made by the Settling Defendant to anyone in accordance with the terms of this Settlement Agreement, and the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes will each bear their own costs and remains fewer than the number of Settlement Class Members submitted fees with regard to the efforts to obtain Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreementapproval. In no such event, however, shall the NCAA have any further obligation under this Settlement Agreement (except for this provision and those provisions relating to any Optnon-Out unless he or she withdraws his/her request for exclusion. For purposes admissibility and non-admission of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreementliability set forth in Sections II.C.; (ii) Settlement Class Members who elect to withdraw their request for exclusionII.H.; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this AgreementIV.F.; and (ivVI.D.) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be deemed null and void, its terms and provisions shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Action or in any manner other proceeding for any purpose. In such event, the Settling Defendant does not waive, but rather expressly reserves, all rights to challenge any and all claims and allegations asserted by the Named Plaintiff in the Action upon all procedural and substantive grounds, including the ability to assert any and all other potential defenses or privileges on any grounds and to appeal the Court’s class certification of this matter. The Named Plaintiff and Class Counsel agree that the Settling Defendant retains and reserves these rights and agree not to take a position to the contrary. The Named Plaintiff and Class Counsel do not waive, but rather expressly reserve, all rights to assert any claims and allegations and to challenge any and all defenses thereto, upon all procedural and substantive grounds, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3seek class action treatment of any and all of their claims. The Parties shall request Settling Defendant agrees that the Court Named Plaintiff and Class Counsel retain and reserve these rights and agrees not to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded take a position to the NCAA by the Medical Monitoring Program Administrator. 5contrary. Without limiting Notwithstanding any other rights under provision of this Settlement Agreement, no order of the NCAA will have Court, or modification or reversal on appeal of any order of the unconditional rightCourt, in its sole good faith discretiondenying fees or reducing the amount of any attorneys’ fees or costs to be paid to Class Counsel and/or Plaintiffs’ Counsel, or reducing the amount of the Service Award to unilaterally terminate and render null and void be paid to the Named Plaintiff, shall constitute grounds for cancellation or termination of this Settlement Agreement or grounds for limiting any reason whatsoever following notice other provision of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingJudgment.

Termination of Settlement. A. Within fifteen (15) Days after In the occurrence of any of event that this Settlement Agreement is not approved in its entirety as is by the following events Court, excluding modifications that Defendant determines in its reasonable and upon written notice good faith judgment not to counsel for all Partiesbe material modifications, a Party shall have or in the right to withdraw from event that the Settlement and terminate set forth in this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement Agreement is terminated, cancelled, declared void, or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written become effective in accordance with its terms, or if on appeal the Court’s approval is reversed Judgment does not become a Final Judgment, or modified; 3. If if the Court materially alters any of Effective Date does not occur, no payments shall be made by Defendant to anyone in accordance with the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentAgreement, and the Parties shall be restored will each bear their own costs and fees with regard to their litigation position existing immediately before the execution efforts to obtain Court approval. In such event, this Settlement Agreement (except for this provision and those provisions relating to non-admissibility and non- admission of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as liability set forth in Section XIII(D)(1Sections II(K), thereby becoming Opt-Outs II(L) and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class IV(f)(4)) shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be deemed null and void, its terms and provisions shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Action or in any manner other proceeding for any purpose. In such event, Defendant does not waive, but rather expressly reserves, all rights to challenge any and all claims and allegations asserted by the Named Plaintiffs in the Action upon all procedural and substantive grounds, including without limitation the ability to challenge class action treatment on any grounds and to assert any and all other potential defenses or privileges. The Named Plaintiffs and Class Counsel agree that Defendant retains and reserves these rights, and they agree not to take a position to the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3contrary. The Parties shall request the Court Named Plaintiffs and Class Counsel do not waive, but rather expressly reserve, all rights to vacate assert any order certifying the Settlement Class; and 4claims and allegations and to challenge any and all defenses thereto, upon all procedural and substantive grounds, and to seek class action treatment of any and all of their claims. Any monies in the Medical Monitoring FundDefendant agrees that Named Plaintiffs and Class Counsel retain and reserve these rights, together with any accrued interest, shall be promptly refunded and it agrees not to take a position to the NCAA by the Medical Monitoring Program Administrator. 5contrary. Without limiting Notwithstanding any other rights under provision of this Settlement Agreement, no order of the NCAA will have Court, or modification or reversal on appeal of any order of the unconditional rightCourt, in its sole good faith discretionreducing the amount of any attorneys’ fees or costs to be paid to Class Counsel, or reducing the amount of any Service Awards to unilaterally terminate and render null and void be paid to any Named Plaintiff, shall constitute grounds for cancellation or termination of this Settlement Agreement or grounds for limiting any reason whatsoever following notice other provision of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingJudgment.

Termination of Settlement. A. Within fifteen (15) Days after This Preliminary Approval Order shall become null and void and shall be without prejudice to the occurrence of any rights of the following events and upon written notice to counsel for all Parties, a Party all of whom shall have be restored to their respective positions existing before the right to withdraw from Court entered this Preliminary Approval Order and before they entered the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If , if: (a) the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the does not enter this Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), ; (b) Settlement is not entered finally approved by the Court or is reversed terminated in accordance with the Settlement Agreement; (c) there is no Effective Date; or modified in any respect on appeal, or (d) otherwise fails for any reasonconsistent with the terms of the Settlement Agreement. In the event of a withdrawal pursuant to this Sectionsuch event, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and (i) the Parties shall be restored to their litigation position existing immediately before respective positions in the execution of this Agreement. B. If Settlement Class Members properly Litigation and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to shall jointly request that all scheduled Litigation deadlines be reasonably extended by the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease so as to be of any force and effect; the certification of the Settlement Class shall be vacated without avoid prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days any Party or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this AgreementParty’s counsel; (ii) the terms and provisions of the Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Litigation or in any manner other proceeding for any purpose, and (iii) any judgment or order entered by the Parties to this Litigation shall stand Court in the same position as if this Agreement had not been negotiated, made or filed accordance with the Court; 3. The Parties shall request the Court to vacate any order certifying terms of the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, Agreement shall be promptly refunded to treated as vacated, nunc pro tunc. If Defendants void the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for according to its terms, Defendants will be obligated to pay all settlement expenses already incurred, excluding any reason whatsoever following notice attorneys’ fees, costs, and expenses of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior shall not, at any time, seek recovery of same from any other party to the Fairness HearingLitigation or from counsel to any other party to the Litigation.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Section 9 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class, or to require Elgin Die to pay any amounts in excess of the Settlement Fund, or to eliminate the reversion rights in Section 2.1(c) and (e) (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), at the sole discretion of the adversely affected party, the terms contained in this Agreement and the Class Action Settlement Term Sheet, and any other than settlement documents may be terminated. The Party or Parties with the Attorneys’ Fees and Expensesright to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other Parties hereto within ten (10) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; or(iii) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe Notice given pursuant thereto, as described and such Persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than five percent (5%) of the claims asserted Settlement Class, Elgin Die shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen 9.1 In the event that (15i) Days after this Settlement Agreement is not approved in its entirety by the occurrence of any of Court, excluding Court-ordered modifications that Defendants determine in their reasonable and good-faith judgment not to be material modifications; (ii) the following events and upon written notice to counsel for all Parties, a Party shall have the right Defendants exercise their option to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree this Settlement Agreement is terminated, cancelled, declared void, or fails to sign an undertaking that they will not pursue an individual claim, class claim become effective in accordance with its terms; or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement Judgment does not become a Final Judgment, then no payments shall be made by Defendants to anyone in accordance with the terms of this Settlement Agreement, and the parties will each bear their own costs and fees with regard to the Action, the Settlement, and efforts to obtain Court approval. In such events, this Settlement Agreement (except for this Section and those provisions relating to No Admission, No Determination, and Confidentiality, set forth in Sections 8, 10) shall be deemed null and void, its terms and provisions shall have no further force and effect with respect to the Parties, and any Party judgment or orders entered by the Court in accordance with the terms of this Litigation and Settlement Agreement shall be treated as vacated, nunc pro tunc. No party shall be deemed to have waived any procedural or substantive claims, objections, rights, defenses, legal arguments, or legal positions, including, but not be offered in evidence limited to, claims or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims objections to class treatment; 2. This Agreement certification and all negotiations, proceedings, documents prepared claims and statements made in connection herewith shall be without prejudice to defenses on the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3merits. The Parties shall request the Court to vacate agree that they retain these rights and will not take any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded positions to the NCAA by the Medical Monitoring Program Administrator. 5contrary. Without limiting any other rights under Neither this Settlement Agreement, nor the NCAA Court’s Preliminary Approval Order or Final Approval Order shall be admissible in this Action or in any other judicial, arbitral, administrative, investigative, or other proceeding regarding the propriety of class certification or regarding any other issue or subject (except for the purpose of enforcing this Settlement Agreement). This Settlement Agreement will have not be considered an admission of liability by Defendants. 9.2 No order of the unconditional right, in its sole good faith discretion, Court reducing the amount of any attorneys’ fees or costs to unilaterally terminate and render null and void be paid to Class Counsel shall constitute grounds for cancellation or termination of this Settlement Agreement or grounds for limiting any reason whatsoever following notice other provision of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingJudgment.

Termination of Settlement. A. Within fifteen 1. Lead Class Counsel, acting on behalf of Plaintiffs, and the Netbrands Defendants shall each have the respective independent and discretionary right to terminate this Settlement by providing written notice to the other of an election to do so (15“Termination Notice”) Days after the occurrence of within 30 days following any of the following events events: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments Order of Dismissal as to the NCAA Netbrands Defendants in any material respect; or (iv) the Final Judgment and Order of Dismissal as specified to the Netbrands Defendants is modified in Section IV(A)(1)(a);any material respect or reversed by a court of appeal or any higher court. 2. If Except as otherwise provided herein, in the Court fails event the Settlement is terminated in accordance with the provisions of Paragraph X.1., then, other than with respect to approve scheduling matters, the Parties to this Agreement shall be deemed to have reverted to their respective status in the Action as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentExecution Date, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth proceed in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position respects as if this Agreement and any related orders had not been negotiatedentered. Within five business days following any notice of termination being delivered to the Escrow Agent, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies Fund shall be returned in its entirety to the Medical Monitoring Fund, together with Netbrands Defendants (including any accrued interestinterest thereon), less any Taxes due and expenditures made of notice and administrative costs pursuant to Sections VIII and IX, if any. At the Netbrands Defendants’ request, the Escrow Agent or Court-appointed claims administrator shall be promptly refunded apply for any tax overpaid by Escrow Agent with respect to the NCAA by Settlement Fund and pay the Medical Monitoring Program Administrator. 5. Without limiting proceeds of any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior such refund to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingNetbrands Defendants.

Termination of Settlement. A. Within fifteen (15) Days after In the occurrence event of any of the following events events, this Agreement shall be cancelled and upon written notice terminated unless Class Counsel and Defendant’s Counsel mutually agree in writing to counsel for all Parties, a Party shall have proceed with the right Agreement: (i) Class Counsel and SDAIHC agree to withdraw from termination before the Settlement and terminate Effective Date; (ii) the Court refuses to grant Preliminary Approval of this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If ; (iii) the Court fails refuses to approve grant Final Approval of this Agreement; (iv) any appellate court modifies the Final Judgment or reverses it; or (v) the Effective Date does not occur. B. In the event that the (i) Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If not approved by the Court materially alters any of and one or both parties decide not to revise the terms of the Agreement other than to address the Attorneys’ Fees Court’s concerns and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1)seek approval of a revised agreement, or (ii) the Final Order and JudgmentAgreement is terminated in accordance with its terms, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and then (a) the Parties shall be restored to their litigation position existing immediately before respective positions in the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion Action as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than if the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that eventAgreement had never been entered into, all of the obligations under this Agreement shall cease to Settling Parties’ respective pre-Settlement claims and defenses will be of preserved, any force and effect; the certification of remaining funds in the Settlement Class Fund shall immediately be vacated without prejudice returned to the Parties’ position on the issue of class certification; SDAIHC within seven business days, and the Parties shall jointly request that all scheduled litigation deadlines be restored reasonably extended by the Court so as to their litigation position existing immediately before avoid prejudice to any party or its counsel, and (b) the execution terms and provisions of this Agreement. In order to elect to withdraw from the Settlement Agreement and terminate this Agreement on the basis set forth statements made in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days connection with seeking approval of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Action or in any manner other proceeding for any purpose, and any judgment or order entered by the Parties to this Litigation Court in accordance with the terms of the Agreement shall stand be treated as vacated, nunc pro tunc. Notwithstanding any statement in the same position as if this Agreement had not been negotiatedto the contrary, made or filed with the Court; 3. The Parties shall request no order of the Court to vacate or modification or reversal on appeal of any order certifying reducing the amount of attorneys’ fees, costs, expenses, and/or service awards shall constitute grounds for cancellation or termination of the Agreement. C. The Settling Parties agree, for purposes of this Agreement only, to the certification of the Settlement Class; and 4. Any monies in If the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded Agreement is terminated or cancelled pursuant to the NCAA terms of this Agreement and the certification of the Settlement Class provided for herein, will be vacated and the Action shall proceed as though the Settlement Class had never been certified, without prejudice to any person’s or Settling Parties’ position on the issue of class certification or any other issue. The Settling Parties’ agreement to the certification of the Settlement Class is also without prejudice to any position asserted by the Medical Monitoring Program Administrator. 5. Without limiting Settling Parties in any other proceeding, case, or action, as to which all of their rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearingare specifically preserved.

Termination of Settlement. A. Within fifteen (15) Days after 6.1 Subject to Section 9 below, in the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If event that the Court fails makes any material modification to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Settlement, including, but not limited to any modification which operates to change the scope of the Settlement Class or to require Bell Flavors and Fragrances to pay any amounts in excess of the Settlement Fund (and with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), at the sole discretion of the adversely affected party, the terms contained in this Agreement, the Class Action Settlement Term Sheet, and any other settlement documents may be terminated. The Party or Parties with the right to terminate this Agreement may do so by providing written notice of the election to do so (“Termination Notice”) to all other than Parties hereto within ten (10) days of any event triggering the Attorneys’ Fees and Expensesright to terminate (as described above), including: (i) the Court’s refusal to enter a Preliminary Approval Order of this Agreement in any material respect; or(ii) the Court’s refusal to enter Final Approval Order of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final Approval Order in this Action in any material respect; (iv) the date upon which the Final Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 4. 6.2 If prior to the Final Approval Hearing, Persons who otherwise would be members of the Settlement Class have timely requested exclusion from the Settlement Class in accordance with the provisions of this Agreement, the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgmentthe Notice given pursuant thereto, as described and such Persons in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability aggregate constitute more than five percent (5%) of the claims asserted Settlement Class, Bell Flavors and Fragrances shall have, in its sole and absolute discretion, the option to terminate this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion by giving notice as set forth in Section XIII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2)paragraph 6.1. C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.

Termination of Settlement. A. Within fifteen (15) Days after In the occurrence of any of event that this Settlement Agreement is not approved in its entirety by the following events Court, excluding modifications that the Defendant determines in their reasonable and upon written notice good faith judgment not to counsel for all Partiesbe material modifications, a Party shall have or in the right to withdraw from event that the terms set forth in this Settlement and terminate this Agreement: 1. If the NCAA’s insurers Agreement are terminated, cancelled, declared void, or fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified become effective in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written accordance with its terms, or if on appeal the Court’s approval is reversed Judgment does not become a Final Judgment, or modified; 3. If if the Court materially alters any of Effective Date does not occur, no payments shall be made by the Defendant to anyone in accordance with the terms of the this Settlement Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1), or the Final Order and Judgment, as described in Section XV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant Claims Administration Costs to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatmentthat point, and the Parties shall be restored will each bear their own costs and fees with regard to their litigation position existing immediately before the execution efforts to obtain Court approval. In such event, this Settlement Agreement (except for this provision and those provisions relating to non- admissibility and non-admission of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as liability set forth in Section XIII(D)(1)Sections II.J., thereby becoming Opt-Outs II.K., and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class VII.D.) shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XX: 1. This Agreement shall be deemed null and void, void and its terms and provisions shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law Parties and shall not be used in the Action or in any manner other proceeding for any purpose. In such event, the Defendant does not waive, but rather expressly reserves, all rights to challenge any and all claims and allegations asserted by Named Plaintiff in the Action upon all procedural and substantive grounds, including without limitation the ability to challenge class action treatment on any grounds and to assert any and all other potential defenses or privileges. Named Plaintiff and Class Counsel agree that the Defendant retains and reserves these rights, and they agree not to take a position to the Parties contrary. Named Plaintiff and Class Counsel do not waive, but rather expressly reserve, all rights to this Litigation shall stand in the same position as if this Agreement had not been negotiatedassert any claims and allegations and to challenge any and all defenses thereto, made or filed with the Court; 3upon all procedural and substantive grounds, and to seek class action treatment of any and all of their claims. The Parties shall request the Court Defendant agrees that Named Plaintiff and Class Counsel retain and reserve these rights, and it agrees not to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, shall be promptly refunded take a position to the NCAA by the Medical Monitoring Program Administrator. 5contrary. Without limiting Notwithstanding any other rights under provision of this Settlement Agreement, no order of the NCAA will have Court, or modification or reversal on appeal of any order of the unconditional rightCourt, in its sole good faith discretionreducing the amount of any attorneys’ fees or costs to be paid to Class Counsel, or reducing the amount of the Service Award to unilaterally terminate and render null and void be paid to Named Plaintiff, shall constitute grounds for cancellation or termination of this Settlement Agreement or grounds for limiting any reason whatsoever following notice other provision of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness HearingJudgment.

Termination of Settlement. A. Within fifteen (15) Days after the occurrence of any of the following events and upon written notice to counsel for all Parties, a Party shall have the right to withdraw from the Settlement and terminate this Agreement: 1. If the NCAA’s insurers fail to fund the Settlement or otherwise breach their commitments to the NCAA as specified in Section IV(A)(1)(a); 2. If the Court fails to approve the Agreement as written or if on appeal the Court’s approval is reversed or modified; 3. If the Court materially alters any of the terms of the Agreement other than the Attorneys’ Fees and Expenses; or 4. If the Preliminary Approval Order, as described in Section XII(C)(1XI(C)(1), or the Final Order and Judgment, as described in Section XV(AXIV(A), is not entered by the Court or is reversed or modified in any respect on appeal, or otherwise fails for any reason. In the event of a withdrawal pursuant to this Section, any certification of a Settlement Class will be vacated, without prejudice to any Party’s position on the issue of class certification and the amenability of the claims asserted in this Litigation to class treatment, and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. B. If Settlement Class Members properly and timely submit requests for exclusion as set forth in Section XIII(D)(1XII(D)(1), thereby becoming Opt-Outs and are in a number more than the confidential number submitted to the Court by the Parties at the time of filing the Renewed Motion for Preliminary Approval, then the NCAA may withdraw from the Settlement and terminate this Agreement. In that event, all of the obligations under this Agreement shall cease to be of any force and effect; the certification of the Settlement Class shall be vacated without prejudice to the Parties’ position on the issue of class certification; and the Parties shall be restored to their litigation position existing immediately before the execution of this Agreement. In order to elect to withdraw from the Settlement and terminate this Agreement on the basis set forth in this Section XX(BXIX(B), the NCAA must notify Settlement Class Counsel in writing of its election to do so within fourteen (14) Days of the Medical Monitoring Program Administrator serving the Opt-Opt- Out List on the Parties. In the event that the NCAA exercises such right, Settlement Class Counsel shall have sixty (60) Days or such longer period as agreed to by the Parties to address the concerns of the Opt-Outs. If through such efforts the total number of members of the Opt-Opt- Out List subsequently becomes and remains fewer than the number of Settlement Class Members submitted to the Court at the time of filing the Renewed Motion for Preliminary Approval, the NCAA shall withdraw its election to withdraw from the Settlement and terminate the Agreement. In no event, however, shall the NCAA have any further obligation under this Agreement to any Opt-Opt- Out unless he or she withdraws his/her request for exclusion. For purposes of this Section, Opt-Opt- Outs shall not include: (i) Persons who are specifically excluded from the Settlement Class under Section III(A) of this Agreement; (ii) Settlement Class Members who elect to withdraw their request for exclusion; and (iii) Opt-Outs who agree to sign an undertaking that they will not pursue an individual claim, class claim or any other claim that would otherwise be a Released Claim as defined in this Agreement; and (iv) Persons who opt-out under Section XIII(D)(2). C. In the event of withdrawal or termination under Section XXXIX: 1. This Agreement shall be null and void, shall have no further force and effect with respect to any Party in this Litigation and shall not be offered in evidence or used in any litigation for any purpose, including the existence, certification or maintenance of any proposed or existing class or the amenability of these or similar claims to class treatment; 2. This Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the NCAA, the Class Representatives and the Settlement Class Members and shall not be deemed or construed to be an admission or confession in any way by any Party of any fact, matter or proposition of law and shall not be used in any manner for any purpose, and the Parties to this Litigation shall stand in the same position as if this Agreement had not been negotiated, made or filed with the Court; 3. The Parties shall request the Court to vacate any order certifying the Settlement Class; and 4. Any monies in the Medical Monitoring Fund, together with any accrued interest, if any, shall be promptly refunded to the NCAA by the Medical Monitoring Program Administrator. 5. Without limiting any other rights under this Settlement Agreement, the NCAA will have the unconditional right, in its sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement for any reason whatsoever following notice of Opt-Outs and prior to the Fairness Hearing. The NCAA must provide written election to terminate this Settlement Agreement to Class Counsel and the Court prior to the Fairness Hearing.