Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 34. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the Settlement. 37. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 39. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 3439. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 3540. After preliminary approval of the Settlement, Interim Co-Lead Counsel may utilize up to $100,000 from spend the funds in the Notice Fund to provide notice of the Settlement settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants Lafarge in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. If Plaintiffs settle with one (or more) other Defendants in the Action and notice of that settlement is included in the notice of this Settlement, then the cost of such notice will be apportioned equally between (or among) the Lafarge Notice Fund and the other settling Defendant(s)’ settlement funds. If any of the Notice Fund remains after all notice and notice administration costs are paid, that amount will become part of the Settlement Fund. 3641. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the SettlementFund. 3742. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3843. Settling Defendants Lafarge shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 3944. Settling Defendants’ Lafarge’s only payment obligation is to pay the Settlement Amount. Settling Defendants Lafarge shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 40 and 3641, above. 4045. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Interim Co-Lead Counsel and subject to the approval of the District Court. If such approval is not obtained, Interim Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the District Court is obtained. Settling Defendants Lafarge shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 4146. Settling Defendants Lafarge will take no position on any application for fees and reimbursement of expenses made by Interim Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 3428. The Escrow Account Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims is against the Settlement Fund, and Releasors shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations have no other recovery against Fujikura or any other appropriate escrow account as agreed to by the Settling PartiesReleasee. 3529. After preliminary approval this Agreement becomes final within the meaning of the SettlementParagraph 20, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right distributed in accordance with a plan to audit amounts paid from the Settlement Fund prior be submitted to the final Court at the appropriate time by Settlement Class Counsel, subject to approval of by the Settlement. 37Court. The Settlement Fund In no event shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or distribution and administration except as expressly otherwise provided in Paragraph 27 of this Settlement Agreement. 3930. Settling Defendants’ only payment obligation is to pay End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement AmountFund for all expenses and costs, as provided by Court Order. Settling Defendants Fujikura and the other Releasees shall not be liable for any costs, expensesfees, or fees expenses of any of Plaintiffs’ End-Payor Plaintiffs or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives. Payment of , but all such costs, expensesfees, and fees, expenses as approved by the Court, Court shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund. 31. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the settlement fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid) as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Fujikura or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 25(h) or Paragraph 41. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund are not part of this Agreement, and are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of the Settlement, and any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the judgment approving the settlement. (d) Neither Fujikura nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel of any Fee and Expense Award in the Action. (e) Neither Fujikura nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3438. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. United States Treasury Regulations or other appropriate escrow account as agreed to by the Settling PartiesRegulations. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court39. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any, shall be paid from the Notice Fund and the Settlement Fund. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval Final Approval of the Settlement. 3740. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3841. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use use, or administration administration, except as expressly otherwise provided in this Revised Settlement Agreement. 3942. Settling Defendants’ Each Defendant’s only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense AccountFund. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date Final Approval of this Revised Settlement Agreement except as described in Paragraphs 35 33 and 36, above39. 4043. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation Allocation, and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Revised Settlement Agreement. 4144. Settling Defendants will take no position on any application for fees and or reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members Members, or any application for class representatives’ incentive awards service awards, out of the Settlement Fund.

The Settlement Fund. 32. The Total Monetary Settlement Amount (including the contingent payments discussed in Paragraph 31 only if they become due and payable therein) and any interest earned thereon shall be held in the Escrow Account and constitute the “Settlement Fund.” The full and complete cost of the settlement notice, claims administration, Settlement Class Members’ compensation, current and former class representatives’ incentive awards, attorneys’ fees and reimbursement of all actual expenses of the Actions, any other litigation costs of Plaintiffs (all as approved by the Court), and all applicable taxes, if any, assessable on the Settlement Fund or any portion thereof, will be paid out of the Settlement Fund. In no event xxxx Xxxxxxx Xxxxxxx’s monetary liability with respect to the Settlement exceed the Total Monetary Settlement Amount. 33. The Settling Parties and their counsel will not have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or administering the settlement except in Paragraph 34. The Escrow Account Such fees, costs, or expenses shall be established paid solely from the Settlement Fund with Court approval. The balance of the Settlement Fund shall be disbursed to Settlement Class Members as provided in a “qualified settlement fund” Plan of Allocation (as defined in Section 1.468B-1(abelow) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to approved by the Court. The Settling PartiesParties shall have the right to audit amounts paid from the Settlement Fund. 3534. After preliminary approval of the SettlementSettlement and approval of a class notice plan, Co-Co- Lead Counsel may utilize up to $100,000 from a portion of the Notice Settlement Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order Class. Xxxxxxx Xxxxxxx will not object to Plaintiffs’ counsel withdrawing from the CourtSettlement Fund, subject to any necessary Court approval, up to $1,000,000 to pay the costs for notice. If Plaintiffs settle with one (or more) Xxx-Xxxxxxx Xxxxxxx Corporate Defendants and notice of one or more other settlements is included in the notice of the Xxxxxxx Xxxxxxx settlement, then the cost of such notice will be apportioned equitably between (or among) the Xxxxxxx Xxxxxxx Settlement Fund and the other settling Defendant(s)’ settlement funds. The amount spent or incurred accrued for notice and notice administration costs is not refundable to Settling Defendants Xxxxxxx Xxxxxxx in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effectiveEffective. 35. Subject to Co-Lead Counsel’s sole discretion as to timing, except that the timing must be consistent with rules requiring that Settlement Class Members be given the opportunity to review fee applications, Co-Lead Counsel may apply to the Court for a fee award, plus expenses, and costs incurred, and current and former class representative service awards to be paid out of the Settlement Fund. Within 14 business days after any order by the Court awarding attorneys’ fees, expenses, or class representative incentive awards, the escrow agent for the Settlement Fund shall pay any approved attorneys’ fees, expenses, costs, and class representative service award up to the amount specified in Paragraph 31 above for such fees, expenses, costs, and class representative service award by wire transfer as directed by Co-Lead Counsel in accordance with and attaching the Court’s Order, provided that each Co-Lead Counsel receiving payment signs an assurance, in the form attached hereto as Appendix A, attesting that they will repay all awarded amounts if this Settlement Agreement does not become Effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the Settlement. 37. The Settlement Fund shall will be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3837. Settling Defendants shall Xxxxxxx Xxxxxxx will not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 39. Settling Defendants’ Xxxxxxx Xxxxxxx’x only payment obligation is to pay the Total Monetary Settlement Amount. 38. Settling Defendants shall not There will be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out no reduction of the Total Monetary Settlement Fund or Amount based on Opt- Out Sellers. The Settlement will be non-reversionary except as set forth below in Section H. If the Opt-Out Fee and Expense AccountSettlement becomes Effective, no proceeds from the Settlement will revert to Xxxxxxx Xxxxxxx regardless of the claims that are made. 39. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 34 and 35 above and 36, above42 below. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel in their sole and absolute discretion and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall Xxxxxxx Xxxxxxx will have no participatory or approval rights with respect to the Plan of Allocation Allocation. It is understood and agreed by the Settling Parties that any proposed Plan of Allocation, including, but not limited to, any adjustments to an authorized claimant’s claim, is completely independent of and is not a part of this Settlement Agreement and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement Agreement. The Settlement Class, Plaintiffs, and Xxxxxxx Xxxxxxx shall be bound by the terms of the Settlement Agreement, irrespective of whether the Court or any other court, including on any appeal, disapproves or modifies the Plan of Allocation, and any modification or rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement or otherwise operate to terminate, modify, or cancel that Agreement. 41. Settling Defendants The Releasing Parties will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by look solely to the Settlement Class Members Fund for settlement and satisfaction against the Released Parties of all Released Claims and shall have no other recovery against Xxxxxxx Xxxxxxx or any application for class representatives’ incentive awards out of the Settlement FundReleased Parties.

The Settlement Fund. 3435. The Settlement Amount and any interest earned thereon shall be held in the Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) and constitute the Settlement Fund. The Settlement Fund will include the full and complete cost of the U.S. Treasury Regulations or other appropriate escrow account settlement notice, claims administration, Settlement Class Members’ compensation, class representatives’ incentive awards, attorneys’ fees (as agreed to approved by the Settling Parties. 35. After preliminary approval Court) and reimbursement of all actual expenses of the SettlementAction (as approved by the Court), Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice any other litigation costs of Plaintiffs, and all applicable taxes, if any, assessable on the Settlement Fund or any portion thereof. In no event will USG’s liability with respect to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effectiveexceed $39,250,000. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The amount of the Settlement Fund remaining after such deductions will be the “Net Settlement Amount.” The balance of the Net Settlement Amount shall be disbursed to Settlement Class Members as provided in a Plan of Allocation approved by the Court. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final Fund. 37. After preliminary approval of the Settlement, Interim Co-Lead Counsel may utilize a portion of the Settlement Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. If Plaintiffs settle with one (or more) other Defendants in the Action and notice of that settlement is included in the notice of the USG settlement, then the cost of such notice will be apportioned equally between (or among) the USG Settlement Fund and the other settling Defendant(s)’ settlement funds. The amount spent or accrued for notice and notice administration costs is not refundable to USG in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 3738. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3839. Settling Defendants USG shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 3940. Settling Defendants’ USG’s only payment obligation is to pay the Settlement Amount. Settling Defendants USG shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 paragraphs 36 and 36, 37 above. 4041. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Interim Co-Lead Counsel and subject to the approval of the District Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants USG shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 4142. Settling Defendants Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims and shall have no other recovery against USG or the Releasees. 43. USG will take no position on any application for fees and reimbursement of expenses made by Interim Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 3429. The Escrow Account Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims is against the Settlement Fund, and Releasors shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations have no other recovery against Hitachi Metals or any other appropriate escrow account as agreed to by the Settling PartiesReleasee. 3530. After preliminary approval this Agreement becomes final within the meaning of the SettlementParagraph 20, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right distributed in accordance with a plan to audit amounts paid from the Settlement Fund prior be submitted to the final Court at the appropriate time by Settlement Class Counsel, subject to approval of by the Settlement. 37Court. The Settlement Fund In no event shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or distribution and administration except as expressly otherwise provided in Paragraph 28 of this Settlement Agreement. 3931. Settling Defendants’ only payment obligation is to pay End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement AmountFund for all expenses and costs, as provided by Court Order. Settling Defendants Hitachi Metals and the other Releasees shall not be liable for any costs, expensesfees, or fees expenses of any of Plaintiffs’ End-Payor Plaintiffs or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives. Payment of , but all such costs, expensesfees, and fees, expenses as approved by the Court, Court shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund. 32. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the settlement fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid) as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Hitachi Metals or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 45. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund are not part of this Agreement, and are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement, and any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the judgment approving the settlement. (d) Neither Hitachi Metals nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel of any Fee and Expense Award in the Action. (e) Neither Hitachi Metals nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 33. Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims is against the Settlement Fund, and Releasors shall have no other recovery against the Diamond Electric Defendants or any other Releasee as to the Released Claims. 34. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) After this Agreement becomes final within the meaning of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 35. After preliminary approval of the SettlementParagraph 17, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right distributed in accordance with a plan to audit amounts paid from the Settlement Fund prior be submitted to the final Court at the appropriate time by Settlement Class Counsel, subject to approval of by the Settlement. 37Court. The Settlement Fund In no event shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or distribution and administration except as expressly otherwise provided in this Settlement AgreementParagraphs 25 and 31. 3935. Settling Defendants’ only payment obligation is to pay Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement AmountFund for all expenses and costs, as provided by Court Order and the provisions of Paragraphs 25 and 31. Settling The Diamond Electric Defendants and the other Releasees shall not be liable for any costs, expensesfees, or fees expenses of any of Plaintiffsthe Direct Purchaser Plaintiff’s or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives. Payment of Instead, all such costs, expensesfees, and fees, expenses as approved by the Court, or authorized by Paragraphs 25 and 31, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund. I. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Award for the Class Representative 36. Subject to Court approval, Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all past, current, or future litigation costs and expenses incurred and any award of attorneys’ fees in connection with the Action. An incentive award to the settlement class representative, if approved by the Court, will also be paid solely out of the Settlement Fund. Attorneys’ fees and costs and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal or further proceedings on remand, or successful collateral attack, the fee or award of costs and expenses is reduced or reversed, or in the event the Settlement is rescinded, terminated, or otherwise fails to become effective. 37. The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs and expenses, or an incentive award for the class representative to be paid out of the Settlement Fund are not part of this Agreement, and are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding relating to a request for attorneys’ fees and reimbursement of expenses or incentive awards, or any appeal from any such order, shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the judgment approving the settlement. 38. Neither the Diamond Electric Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or Direct Purchaser Plaintiff of any fee and expense award, or incentive award, in the Action. 39. Neither the Diamond Electric Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel and/or any other person who may assert some claim thereto, of any fee and expense award that the Court may make in the Action.

The Settlement Fund. 3432. The Settlement Amount and any interest earned thereon shall be held in the Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) and constitute the Settlement Fund. The Settlement Fund will include the full and complete cost of the U.S. Treasury Regulations or other appropriate escrow account settlement notice, claims administration, Settlement Class Members’ compensation, class representatives’ incentive awards, attorneys’ fees (as agreed to approved by the Settling PartiesCourt) and reimbursement of all actual expenses of the Action (as approved by the Court), any other litigation costs of Plaintiffs, and all applicable taxes, if any, assessable on the Settlement Fund or any portion thereof. In no event will USG’s liability with respect to the Settlement exceed $8,750,000. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 3633. From the Notice Fund and the Settlement Fund Fund, shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The amount of the Settlement Fund remaining after such deductions will be the “Net Settlement Amount.” The balance of the Net Settlement Amount shall be disbursed to Settlement Class Members as provided in a Plan of Allocation approved by the Court. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final Fund. 34. After preliminary approval of the Settlement, Co-Lead Counsel may utilize a portion of the Settlement Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or accrued for notice and notice administration costs is not refundable to USG in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 3735. The Settlement Fund shall be invested in United States Government Treasury obligations or obligations, United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited or in a federally insured interestinterest bearing account at a bank to be designated by Co-bearing accountLead Counsel. 3836. Settling Defendants USG shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 3937. Settling Defendants’ USG’s only payment obligation is to pay the Settlement Amount. Settling Defendants USG shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense AccountFund. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, aboveparagraphs 32 through 36 of this Settlement Agreement. 4038. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the District Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants USG shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 4139. Settling Defendants Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims and shall have no other recovery against USG or the Releasees. 40. USG will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 3428. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 3529. After preliminary approval of the Settlement, Co-Lead Counsel may utilize spend up to $100,000 from 250,000 of the funds (“Notice Fund”) in the Settlement Fund to provide notice of the Settlement settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. If any of the $250,000 remains after all notice and notice administration costs are paid, that amount will be refunded to Settling Defendants. 3630. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the SettlementFund. 3731. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3832. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 3933. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense AccountFund. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 29, 30, and 36, above39. 4034. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the District Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 4135. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 34. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 3530. After preliminary approval this Agreement becomes final within the meaning of the SettlementParagraph 22, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right distributed in accordance with a plan to audit amounts paid from the Settlement Fund prior be submitted to the final Court at the appropriate time by Settlement Class Counsel, subject to approval of by the Settlement. 37Court. The Settlement Fund In no event shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreementdistribution and administration. 3931. Settling Defendants’ only payment obligation is to pay End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement AmountFund for all expenses and costs, as provided by Court Order. Settling Defendants NGK and the other Releasees shall not be liable for any costs, expensesfees, or fees expenses of any of PlaintiffsEnd-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives. Payment of all All such costs, expensesfees, and fees, expenses as approved by the Court, Court shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund. 32. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (“Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one- third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (“Fee and Expense Award”). Settlement Class Counsel reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 45. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of this settlement. (d) Neither NGK nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither NGK nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 32. The Total Monetary Settlement Amount (including the contingent payments discussed in Paragraph 31 only if they become due and payable therein) and any interest earned thereon shall be held in the Escrow Account and constitute the “Settlement Fund.” The full and complete cost of the settlement notice, claims administration, Settlement Class Members’ compensation, current and former class representatives’ incentive awards, attorneys’ fees and reimbursement of all actual expenses of the Actions, any other litigation costs of Plaintiffs (all as approved by the Court), and all applicable taxes, if any, assessable on the Settlement Fund or any portion thereof, will be paid out of the Settlement Fund. In no event xxxx Xxxxxxx Xxxxxxx’s monetary liability with respect to the Settlement exceed the Total Monetary Settlement Amount. 33. The Settling Parties and their counsel will not have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or administering the settlement except in Paragraph 34. The Escrow Account Such fees, costs, or expenses shall be established paid solely from the Settlement Fund with Court approval. The balance of the Settlement Fund shall be disbursed to Settlement Class Members as provided in a “qualified settlement fund” Plan of Allocation (as defined in Section 1.468B-1(abelow) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to approved by the Court. The Settling PartiesParties shall have the right to audit amounts paid from the Settlement Fund. 3534. After preliminary approval of the SettlementSettlement and approval of a class notice plan, Co-Lead Counsel may utilize up to $100,000 from a portion of the Notice Settlement Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order Class. Xxxxxxx Xxxxxxx will not object to Plaintiffs’ counsel withdrawing from the CourtSettlement Fund, subject to any necessary Court approval, up to $1,000,000 to pay the costs for notice. If Plaintiffs settle with one (or more) Xxx-Xxxxxxx Xxxxxxx Corporate Defendants and notice of one or more other settlements is included in the notice of the Xxxxxxx Xxxxxxx settlement, then the cost of such notice will be apportioned equitably between (or among) the Xxxxxxx Xxxxxxx Settlement Fund and the other settling Defendant(s)’ settlement funds. The amount spent or incurred accrued for notice and notice administration costs is not refundable to Settling Defendants Xxxxxxx Xxxxxxx in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effectiveEffective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the Settlement. 37. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 39. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

The Settlement Fund. 3441. The Total Monetary Settlement Amount and any interest earned thereon shall be held in the Escrow Account shall be established as a and constitute the “qualified settlement fundSettlement Fund.” as defined in Section 1.468B-1(a) The full and complete cost of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, Settlement Class Members’ compensation, current and former class representatives’ incentive awards, attorneys’ fees, fees and reimbursement of all actual expenses of the ActionActions, any other litigation costs of PlaintiffsPlaintiffs (all as approved by the Court), and all applicable taxes, if any, assessable on the Settlement Fund or any portion thereof, will be paid out of the Settlement Fund. In no event will Stipulating MLS’s monetary liability with respect to the Settlement exceed the Total Monetary Settlement Amount. 42. The Settling Parties and their counsel will not have any responsibility, financial obligation, or liability for any fees, costs, or expenses related to providing notice to the Settlement Class or administering the settlement except in this Appendix D. Such fees, costs, or expenses shall be paid solely from the Settlement Fund with Court approval. The balance of the Settlement Fund shall be disbursed to Settlement Class Members as provided in a Plan of Allocation (as defined below) approved by the Court. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior Fund. 43. Subject to Co-Lead Counsel’s sole discretion as to timing, except that the timing must be consistent with rules requiring that Settlement Class Members be given the opportunity to review fee applications, Co-Lead Counsel may apply to the final approval Court for a fee award, plus expenses, and costs incurred, and current and former class representative service awards to be paid out of the SettlementSettlement Fund. Within 14 business days after any order by the Court awarding attorneys’ fees, expenses, or class representative incentive awards or such later date as directed by Co-Lead Counsel, the escrow agent for the Settlement Fund shall pay any approved attorneys’ fees, expenses, costs, and class representative service award up to the amount specified in Paragraphs 22 or 23 of Appendix D for such fees, expenses, costs, and class representative service award by wire transfer as directed by Co- Lead Counsel in accordance with and attaching the Court’s Order, provided that each Co-Lead Counsel receiving payment signs an assurance, in the form attached hereto as Appendix A, attesting that they will repay all awarded amounts if this Settlement Agreement does not become Effective. 3744. The Settlement Fund shall will be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 3845. Settling Defendants shall Stipulating MLS will not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Appendix D. 46. There will be no reduction of the Total Monetary Settlement AgreementAmount based on Opt- Out Sellers. The Settlement will be non-reversionary except as set forth below in Paragraphs 51 of Appendix D. If the Settlement becomes Effective, no proceeds from the Settlement will revert to Stipulating MLS regardless of the claims that are made. 39. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account47. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above.this Appendix D. 4048. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel in their sole and absolute discretion and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall Stipulating MLS will have no participatory or approval rights with respect to the Plan of Allocation Allocation. It is understood and agreed by the Settling Parties that any proposed Plan of Allocation, including, but not limited to, any adjustments to an authorized claimant’s claim, is completely independent of and is not a part of this Settlement Agreement (including Appendix D) and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement. The Settlement Class, Plaintiffs, and Stipulating MLS shall be bound by the terms of the Settlement Agreement (including Appendix D), irrespective of whether the Court or any other court, including on any appeal, disapproves or modifies the Plan of Allocation, and any modification or rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement or otherwise operate to terminate, modify, or cancel that Agreement. 4149. Settling Defendants The Releasing Parties will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by look solely to the Settlement Class Members Fund for settlement and satisfaction against the Released Parties of all Released Claims and shall have no other recovery against Stipulating MLS or any application for class representatives’ incentive awards out of the Settlement FundReleased Parties.

The Settlement Fund. 3438. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. United States Treasury Regulations or other appropriate escrow account as agreed to by the Settling PartiesRegulations. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court39. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties , shall have the right to audit amounts be paid from the Settlement Fund prior to the final approval of the SettlementFund. 3740. The Settlement Fund shall be invested in short-term instruments backed by the full faith and credit of the United States Government Treasury obligations or fully insured in writing by the United States Treasury Government, or money market funds. The Notice Fund may be deposited in a bank accountfunds rated Aaa and AAA, in which case it will be deposited in a federally insured interest-bearing accountrespectively, by Xxxxx’x Investor Services and Standard and Poor’s. 3841. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use use, or administration administration, except as expressly otherwise provided in this Settlement Agreement. 3942. Settling Defendants’ Each Defendant’s only payment obligation is to pay the Settlement Amount. Settling Except as provided in Paragraphs E.33 and 39, Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, aboveFund. 4043. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation Allocation, and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.