Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 2.1. Cerence, on behalf of all Defendants, shall transmit or cause to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty (20) business days of the later of (i) the date of entry of the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel to Defendants’ Counsel, including without limitation the banking information for the Escrow Account, the name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructions, and a signed W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number for the Escrow Account in which the Settlement Amount is to be deposited. 2.2. Except as expressly provided in this Paragraph 2.2, the funding of the Settlement Amount shall be the full and sole monetary contribution made by or on behalf of the Defendants and the Released Defendant Persons in connection with the Settlement, and Defendants shall have no responsibility for payment of Plaintiff’s Counsel’s attorneys’ fees and expenses or any other amounts in connection with the Settlement memorialized herein beyond payment of the Settlement Amount. All costs of notice and administration of the Settlement, other than any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under the Class Action Fairness Act of 2005 (“CAFA”) and any costs incurred by Defendants in connection with providing Cerence’s stock transfer records, shall be paid out of the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars ($300,000.00) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the Lead Plaintiff’s Cost and Expense Award out of the Settlement Fund, the Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with effectuating the Settlement and securing all necessary Court orders and approvals with respect to the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Defendant, Released Defendant Person, or any other person or entity who or which paid any portion of the Settlement Amount shall have any right to the return of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fund.

The Settlement Fund. 2.1. Cerence, on behalf of all Defendants, 2.1 Defendants shall transmit or cause the Settlement Amount to be transmitted, transferred to an account controlled by check, ACH or wire transfer, Thirty Million Dollars the Escrow Agent no later than fourteen ($30,000,000.0014) calendar days following entry of the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Settlement AmountNotice Order”) in cash into an escrow account to be maintained and controlled by ), provided that Lead Counsel (the “Escrow Account”) within twenty (20) business days of the later of has (i) the date of entry of the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel submitted to Defendants’ Counsel, including without limitation counsel an IRS Form W-9 for the banking information Escrow Account and complete wire or check written instructions for payment to the Escrow Account, and (ii) provided verbal confirmation of the namewritten instructions. These funds, titletogether with any interest and income earned thereon once transferred, email address shall constitute the Settlement Fund. Defendant Plank shall have no liability to pay any portion of the Settlement Amount. The Settlement Amount represents the entirety of Defendants’ financial obligations under this Stipulation and phone number of a person authorized to verbally confirm the wire in connection with this Settlement, meaning that it includes all attorney’s fees and ACH instructionsexpenses, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and a signed W-9 (on costs of any kind whatsoever associated with the IRS 2024 version Settlement. The full payment of the form) reflecting a valid taxpayer identification number for entire Settlement Amount into the Escrow Account in which the Settlement Amount is to be deposited. 2.2. Except as expressly provided in accordance with this Paragraph 2.2, the funding of the Settlement Amount shall be the full paragraph fully discharges Defendants’ financial obligations under this Stipulation and sole monetary contribution made by or on behalf of the Defendants and the Released Defendant Persons in connection with the Settlement, and meaning that none of the Defendants shall have no responsibility for any other obligation to make any payment of Plaintiff’s Counsel’s attorneys’ fees and expenses into the Escrow Account or to the Class or any Class Member, or any other amounts in connection with the Settlement memorialized herein beyond payment Person, under this Stipulation or as part of the Settlement Amount. All costs of notice and administration of once the Settlement, other than any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under payment described in this paragraph has been made. 2.2 If the Class Action Fairness Act of 2005 (“CAFA”) and any costs incurred by Defendants in connection with providing Cerence’s stock transfer records, shall be paid out of entire Settlement Amount is not deposited into the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurredAccount in accordance with ¶2.1, Lead Counsel may pay terminate the Settlement but only if: (i) Defendants have received from Lead Counsel written notice of Lead Counsel’s intention to terminate the Settlement; and (ii) the entire Settlement Amount is not transferred to the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars within three ($300,000.003) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA business days after Lead Counsel has provided such written notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the Lead Plaintiff’s Cost and Expense Award out of the Settlement Fund, the Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with effectuating the Settlement and securing all necessary Court orders and approvals with respect to the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Defendant, Released Defendant Person, or any other person or entity who or which paid any portion of the Settlement Amount shall have any right to the return of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fund.

The Settlement Fund. 2.11. Cerence, on behalf of all Defendants, Each Defendant shall transmit pay or cause to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty (20) business days of the later of (i) the date of entry of the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel to Defendants’ Counsel, including without limitation the banking information for the Escrow Account, the name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructions, and a signed W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number for the Escrow Account in which the Settlement Amount is to be deposited. 2.2. Except as expressly provided in this Paragraph 2.2, the funding paid their respective portions of the Settlement Amount by wire transfer to the Escrow Agent within seven business days following entry of the Preliminary Approval Order. The Settlement may become final only if Xxxxxx, Xxxxxxxxx, and Benco have collectively deposited $80 million to the Escrow Agent. If $80 million has not been deposited as set forth in this provision, the Settlement shall be null and void and all parties shall return to their respective positions in this Action as if this Agreement had never been executed. Before any wire transfer takes place, Co-Lead Class Counsel shall provide Defendants with information necessary to complete the full wire transfer. These wire-transferred funds, together with any interest earned thereon in the escrow account from the date of such wire transfer, shall constitute the Settlement Fund. The Settlement Fund shall be established as an escrow account at The Huntington National Bank and sole monetary contribution made administered by the Escrow Agent, subject to approval by the Court. Should the Settlement become final, Defendants, and each of them, shall under no circumstances have any reversionary interest in the Settlement Fund or on behalf any portion thereof. 2. Other than payment of the Settlement Amount in accordance with the provisions of Section IV.1 above, Defendants and shall not have any liability, responsibility, or obligation to pay or reimburse any other amounts to any Person, including but not limited to Plaintiffs, Class Counsel, any Class Member, or any Releasing Parties in connection with, relating to, or arising out of the Action, the Released Defendant Persons in connection with the Claims, or this Settlement, and . Defendants shall have no liability, obligation, or responsibility for payment of Plaintiff’s Counsel’s attorneys’ fees and expenses with respect to the investment, allocation, use, disbursement, administration, or any other amounts in connection with the Settlement memorialized herein beyond payment oversight of the Settlement AmountFund. 3. All costs The Settlement Fund shall be administered pursuant to this Agreement and subject to the Court’s continuing supervision and control. With the sole exception of notice and administration costs described in Section VIII, and Taxes as described in Section IX, no monies shall be disbursed from the Settlement Fund prior to the Effective Date and without the specific authorization of the Court, except in the event of termination of this Agreement and return of the Settlement Fund to Defendants pursuant to Section X below. Provided, however, that expenses authorized by the Court from the Settlement Fund shall be payable to Class Counsel upon award, notwithstanding the existence of any timely filed objections to the Settlement, other than to any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under the Class Action Fairness Act payment of 2005 (“CAFA”) and fees, expenses, or incentive awards or potential for any costs incurred by Defendants in connection with providing Cerence’s stock transfer recordsappeal therefrom, shall be paid out of the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars ($300,000.00) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of or collateral attack on the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect or any part thereof, subject to payment of the Fee and Expense Award and the Lead PlaintiffClass Counsel’s Cost and Expense Award out of obligation to make appropriate refunds or repayments to the Settlement Fund, if the Parties Effective Date does not occur, or the Settlement Agreement is subject to successful collateral attack, or the fee or cost amount is reduced or reversed. For purposes of this provision, any payment prior to the Final Order date (i) shall bear their own costs and expenses (including not include reimbursement for attorneys’ feesfees or incentive awards, and (ii) shall be limited to $4.5 million. 4. The Settlement Fund shall be invested by the Escrow Agent in connection with effectuating short term (up to one-year maturity) United States agency or Treasury securities or other instruments backed by the Settlement full faith and securing all necessary Court orders credit of the United States government or an agency thereof, or fully insured by the United States government or an agency thereof, and approvals with respect to the sameproceeds of these instruments shall be reinvested in similar instruments at their then-current market rates as they mature. In the event that the Settlement yield on securities identified herein is terminated pursuant to the terms negative, in lieu of this Stipulationpurchasing such securities, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not Fund held may be deposited in a claimsnon-made settlement. Upon the occurrence of the Effective Dateinterest-bearing account, no Defendant, Released Defendant Person, or any other person or entity who or which paid any portion of the Settlement Amount shall have any right to the return extent available, is fully insured by the Federal Deposit Insurance Corporation. All risks related to the investment of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, in accordance with the number of Claim Forms submitted, investment guidelines set forth in this Section shall be borne by the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fund. 5. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds are either returned to Defendants pursuant to Section X.3 of this Agreement or distributed subsequent to the Effective Date pursuant to a plan of distribution approved by the Court or pursuant to other orders of the Court.

The Settlement Fund. 2.151. CerenceIn exchange for the dismissal of the Complaint with prejudice, on behalf and the Released Claims as provided in Section XV herein, Defendants will make available the Settlement Fund, from which payment of all Settlement Class Member claims, Administration and Notice Costs, CAFA notice costs, the Fee Award and Expenses, and Service Awards will be made. The Settlement Fund is the maximum amount Defendants shall be obligated to pay under this Settlement. The failure of Defendants to make the funds available as called for in this Agreement will be considered a material breach of the Agreement by Defendants. The Settlement Fund will be used to fund the settlement provisions listed herein. Except as provided in this Agreement regarding the Settlement Fund, Defendants shall transmit have no responsibility for costs and expenses incurred by Plaintiffs, Class Counsel, the Settlement Administrator, or any Settlement Class Members. 52. Within thirty (30) Days after the Preliminary Approval Order is entered, Defendants will cause at least $5,000,000 to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars released into the Settlement Fund. No payment for Administration and Notice Costs shall be made until thirty (30) Days after the Court enters the Preliminary Approval Order. Defendants will cause the transfer of the balance of the $30,000,000.0016,000,000 into the Settlement Fund within thirty (30) (Days after the “Effective Date. 53. The Settlement Amount”) Payment is to be deposited in cash into an interest-bearing bank escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty established at Western Alliance Bank (20the “Escrow Agent”) business days and administered by the Settlement Administrator. The Escrow Account shall be held in a Qualified Settlement Fund (defined below) in interest-bearing bank account deposits with commercial banks with excess capital exceeding One Billion United States Dollars and Zero Cents ($1,000,000,000.00), with a rating of “A” or higher by S&P and in an account that is fully insured by the United States Government or the FDIC. The Settlement Fund will be used to pay Approved Claims, Administration and Notice Costs, CAFA Notice costs, the Fee Award and Expenses, and Service Awards. 54. All interest on the funds in the Escrow Account shall accrue to the benefit of the later Settlement Class. Any interest shall not be subject to withholding and shall, if required, be reported appropriately to the Internal Revenue Service by the Settlement Administrator. The Administrator is responsible for the payment of (i) all Taxes. 55. The funds in the date Escrow Account shall be deemed a “qualified settlement fund” within the meaning of entry Treasury Regulation § 1.468B-1 at all times after the creation of the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel to Defendants’ Counsel, including without limitation the banking information for the Escrow Account, the name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructions, and a signed W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number for the Escrow Account in which the Settlement Amount is to be deposited. 2.2. Except as expressly provided in this Paragraph 2.2, the funding of the Settlement Amount shall be the full and sole monetary contribution made by or on behalf of the Defendants and the Released Defendant Persons in connection with the Settlement, and Defendants shall have no responsibility for payment of Plaintiff’s Counsel’s attorneys’ fees and expenses or any other amounts in connection with the Settlement memorialized herein beyond payment of the Settlement Amount. All costs of notice and administration of the Settlement, other than any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under the Class Action Fairness Act of 2005 (“CAFA”) and any costs incurred by Defendants in connection with providing Cerence’s stock transfer records, Taxes shall be paid out of the Escrow Account. Notwithstanding Defendants, Defendants’ Counsel, Plaintiffs, and Class Counsel shall have no liability or responsibility for any of the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Taxes. The Escrow Account shall indemnify and hold Defendants, Defendants’ Counsel, Plaintiffs, and Class Counsel harmless for all Taxes (including, without limitation, Taxes payable by reason of any such indemnification). For the actual costs purpose of Notice the Internal Revenue Code and Administration Expenses up the Treasury Regulations thereunder, the Settlement Administrator shall be designated as the “administrator” of the Settlement Fund. The Settlement Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to Three Hundred Thousand Dollars the Settlement Fund ($300,000.00including, without limitation, the returns described in Treasury Regulation § 1.468B-2(k)). Such returns (as well as the election described in the previous paragraph) without shall be consistent with this paragraph and in all events shall reflect that all taxes (including the Taxes, any estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided herein. The Settlement Administrator shall maintain control over the Settlement Fund and shall be responsible for all disbursements. The Settlement Administrator shall not disburse any portion of the Settlement Fund except as provided in this Agreement and with the written agreement of Class Counsel and Defendant’s Counsel or by order of the Court. All funds held by the Settlement Administrator shall be deemed and considered to be in custodia legis of the Court and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement or further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the Lead Plaintiff’s Cost and Expense Award out of the Settlement Fund, the Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with effectuating the Settlement and securing all necessary Court orders and approvals with respect to the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Defendant, Released Defendant Person, or any other person or entity who or which paid any portion of the Settlement Amount shall have any right to the return of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fund.

The Settlement Fund. 2.1. Cerencea. Subject to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), on behalf of all Defendants, shall transmit or cause to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars within thirty ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty (2030) business days after entry by the Court of the later Preliminary Approval Order without material change, and upon receipt from Plaintiffs’ Counsel of (i) wiring instructions on the date of entry of recipient’s letterhead that include the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wirebank name and ABA routing number, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel to Defendants’ Counsel, including without limitation the banking information for the Escrow Account, the account name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructionsaccount number, and a signed Form W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number for the Escrow Account qualified settlement account in which the Settlement Amount is funds are to be deposited, Defendants shall deposit the “Settlement Fund Amount” (as defined below) into an escrow account (the “Escrow Account”) held and administered by First State Trust Company (the “Escrow Agent”). The Settlement Fund Amount shall be one hundred twenty-six million, eight hundred fifty thousand dollars ($126,850,000.00). The Settlement Fund Amount deposited by Defendants into the Escrow Account and any accrued interest after deposit shall become part of and shall be referred to as the “Settlement Fund.” b. If the Settlement is approved by the Court and becomes final as provided for in Paragraph 6, and one or more Exforge Direct Purchaser(s) had properly excluded itself (themselves) from the Direct Purchaser Class (other than a Retailer Plaintiff or any federal governmental entities) prior to the expiration of the opt-out period prescribed by the Court, the pro rata share(s) for such Exforge Direct Purchaser(s) plus any accrued interest attributable to such pro rata share(s) and less any taxes attributable to such pro rata share(s), shall be returned to Novartis within eight (8) business days of the Settlement becoming final as provided for in Paragraph 6. 2.2c. The Escrow Account shall be established and administered pursuant to the Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and that any taxes due as a result of income earned by the Settlement Fund will be paid from the Settlement Fund. Except as otherwise expressly provided in this permitted by Paragraph 2.23(d)(4) of the Escrow Agreement, the funding Escrow Agent shall disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Amount Fund, less any taxes imposed on such interest. d. The Settlement Fund shall be available for distributions to members of the Direct Purchaser Class upon the Settlement becoming final pursuant to Paragraph 6 of this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs and expenses approved by the Court (and any interest awarded thereon); (2) any Court-approved service awards to the Named Plaintiffs; (3) taxes payable on the Settlement Fund; and (4) any and all administrative and notice expenses associated with this litigation or the Settlement. e. The total consideration that Novartis will pay for this Settlement shall be the full and sole monetary contribution made by or on behalf Settlement Fund Amount only. No portion of the Defendants and the Released Defendant Persons Settlement Fund Amount shall constitute, or shall be construed as constituting, a payment in lieu of treble damages, fines, penalties, punitive damages or forfeitures. Novartis shall have no liability, obligation, or responsibility of any kind in connection with the Settlementinvestment, and Defendants shall have no responsibility for payment of Plaintiff’s Counsel’s attorneys’ fees and expenses disbursement, oversight, allocation or any other amounts in connection with the Settlement memorialized herein beyond payment distribution of the Settlement Fund, and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses. Further, after paying the Settlement Fund Amount, Novartis shall not be liable for any additional payments to Named Plaintiffs, Plaintiffs’ Counsel, or the Direct Purchaser Class pursuant to this Settlement Agreement. All costs of notice and administration of the SettlementNovartis shall not be liable for any costs, attorneys’ fees, other than fees, or expenses of any costs associated with Defendantsof Named Plaintiffs’ obligation under 28 U.S.C. § 1715(b) to provide notice under or the Class Action Fairness Act of 2005 (“CAFA”) Direct Purchaser Class’s respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and any costs incurred expenses as approved by Defendants in connection with providing Cerence’s stock transfer records, the Court shall be paid out of the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars ($300,000.00) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the Lead Plaintiff’s Cost and Expense Award out of the Settlement Fund, the Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with effectuating the Settlement and securing all necessary Court orders and approvals with respect to the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Defendant, Released Defendant Person, or any other person or entity who or which paid any portion of the Settlement Amount shall have any right to the return of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fund.

The Settlement Fund. 2.1(a) The Settlement Fund shall be established as an escrow account and administered by the Escrow Agent, subject to approval by the Court. CerenceThe Settlement Fund shall be administered pursuant to this Agreement and subject to the Court’s continuing supervision and control. No monies shall be paid from the Settlement Fund without the specific authorization of Lender Plaintiffs’ Counsel and either the Court or the Settling Defendant. Counsel for the Parties agree to cooperate, on behalf in good faith, to form an appropriate escrow agreement in conformance with this Agreement. (b) In consideration of the full release and discharge of all Defendantsclaims, shall transmit or the Settling Defendant will cause to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars wired the entire Settlement Amount within fifteen ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty (2015) business days of when the Court enters the Preliminary Approval Order, provided within five (5) business days following the date such court order is entered, Lender Plaintiffs’ Counsel shall provide Settling Defendant’s Counsel with such information as the Settling Defendant may require to complete the wire transfer. Should Lender Plaintiffs’ Counsel provide such information later than five (5) business days, the Settling Defendant shall cause the payment to be made within ten (10) business days after the information is provided. None of the Released Parties shall have any obligation to make any further payment. (c) Without prejudice to the Lender Plaintiffs’ right to seek enforcement of this Agreement by motion or otherwise, if the Settlement Amount is not timely transferred to the escrow account, Lender Plaintiffs’ Counsel may terminate this Agreement if the following occur: (i) Lender Plaintiffs’ Counsel has notified the date Settling Defendant’s Counsel in writing of entry Lender Plaintiffs’ Counsel’s intention to terminate this Agreement; and (ii) The entire Settlement Amount is not transferred to the Settlement Fund within ten (10) business days after Lender Plaintiffs’ Counsel has provided such written notice. (d) The Settlement Fund shall be invested exclusively in accounts backed by the full faith and credit of the Court order granting preliminary approval of United States Government or fully insured by the SettlementUnited States Government or an agency thereof, including a U.S. Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation (“FDIC”); or (ii) secured by instruments backed by the full faith and credit of the United States Government. The proceeds of these accounts shall be reinvested in similar instruments at their then-current market rates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. (e) All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and the Plan of Distribution approved by the Court. (f) The Settlement Fund shall be applied as follows: (i) To pay any Fee and Expense Award, if and to the extent allowed by the Court; (ii) To pay all the costs and expenses reasonably and actually incurred in connection with providing Class Notice and the administration of the settlement, including, without limitation, locating members of the Settlement Class, soliciting Lender Class Members’ claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (iii) To pay the Taxes and tax expenses described in Paragraph 12 hereof; (iv) To pay any other Court approved fees and expenses including Lender Plaintiffs’ Counsel out-of-pocket expenses, compensatory awards and disbursements; and (v) To distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants as allowed by the Court pursuant to the Class Distribution Order. (g) Lender Plaintiffs’ Counsel may pay from the Settlement Fund, without further approval from the Settling Defendant or further order of the Court, all Notice and Administration Costs actually incurred and paid or payable; provided, however, that Class Counsel may only pay up to $125,000 in Notice and Administration Costs prior to the Settlement Fairness Hearing without further Court approval. Such costs and expenses shall include, without limitation, the actual costs of printing and mailing the Notice and Claim Form, publishing the Summary Notice, reimbursements to nominee owners for forwarding the Notice and Claim Form to their beneficial owners, the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice, administering the Settlement (including processing submitted Claims), and the fees, if any, of the Escrow Agent. (h) With the object of reducing the costs of Class Notice, Lender Plaintiffs’ Counsel shall use their reasonable best efforts to coordinate the provision of complete written wireClass Notice pertaining to this Agreement with the provision of notice for any other settlements that may be reached, ACH and check payment instructions (and any forms reasonably requested by any payor expenses related thereto shall be apportioned based on the number of a portion settling parties (counting affiliated entities as one party for this purpose). Any Notice and Administration Costs incurred or invoiced on or after the execution of this Settlement shall be shared proportionately among all Defendants that have settled with Lender Plaintiffs based on their respective settlement amounts. In all events, the settlement amountSettling Defendant shall have no liability for the costs of provision of notice beyond those set forth in Paragraph 10(g). (i) by Lead Counsel to DefendantsAt the discretion of Lender Plaintiffs’ Counsel, including without limitation in consultation with the banking information for the Escrow AccountClaims Administrator, the name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructions, and a signed W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number Net Settlement Fund in this Settlement may be held for the Escrow Account in which the Settlement Amount is future distribution with net settlement funds from other settlements either already entered into or to be depositedentered into in the future in the Action. 2.2. Except as expressly provided in this Paragraph 2.2, the funding of the Settlement Amount shall be the full and sole monetary contribution made by or on behalf of the Defendants and the Released (j) The Settling Defendant Persons in connection with the Settlement, and Defendants shall have no responsibility for payment of Plaintiff’s Counsel’s any other costs, including, as further detailed in this Agreement, any attorneys’ fees and expenses expenses, service awards, or any other amounts in connection with Taxes or tax-related costs relating to the Settlement memorialized herein beyond payment of the Settlement Amount. All costs of notice Fund, but all such fees, expenses, and administration of the Settlement, other than any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under the Class Action Fairness Act of 2005 (“CAFA”) and any costs incurred by Defendants in connection with providing Cerence’s stock transfer records, shall be paid out of the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars ($300,000.00) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the Lead Plaintiff’s Cost and Expense Award out of from the Settlement Fund, as approved by the Parties Court. (k) Lender Plaintiff’s Counsel shall bear their own costs be responsible for arranging for class notice, claims administration, and expenses distribution of the settlement funds, and for obtaining any needed court approvals. Settling Defendant shall be provided the opportunity for comment. (including attorneys’ feesl) in connection with effectuating If the Settlement and securing does not become final, the entire amount paid or caused to be paid by the Settling Defendant plus all necessary Court orders and approvals with respect to accrued interest, less the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related feesCosts up to a maximum of $125,000, shall not be returned or repaid to Defendants, any of the other Released Defendant Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Settling Defendant, Released Defendant Person, or any other person or entity who or which paid any portion within ten (10) business days of the Settlement Amount shall have any right to the return of the Settlement Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Fundtermination.