Common use of To Class Counsel Clause in Contracts

To Class Counsel. Class Counsel will apply to the Superior Court for an award of not more than $305,800.00 (40%) of the Gross Settlement Amount as their Class Counsel Fees Payment and an amount not more than $40,000.00 as Class Counsel Litigation Expenses Payment, and AA Meat Products will not oppose this request. The Settlement Administrator will pay the amount approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued to Class Counsel with respect to those payments. In the event the Court does not award the full requested Class Counsel Fees Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignment.

To Class Counsel. A Class Counsel will apply Fees Payment of not more than 1/3 of the Gross Settlement Amount, which is currently estimated to the Superior Court for an award be $1,166,666.67 and a Class Counsel Litigation Expenses Payment of not more than $305,800.00 (40%) 35,000. 15.7143% of the Gross Settlement Amount as their attorneys’ fees will be paid to BLACKSTONE LAW, APC, 42.14285% of the attorneys’ fees will be paid to ▇▇▇▇▇▇▇ & ▇▇▇▇▇, APC and ▇▇▇▇▇ ▇▇▇▇▇▇▇, APLC, and 42.14285% of the attorneys’ fees will be paid to Diversity Law Group, Polaris Law Group LLP, and Law Office of ▇▇▇▇ & Associates. Defendants will not oppose requests for these payments provided that Class Counsel’s fees and expenses do not exceed these amounts. Plaintiffs and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more Class Litigation Expenses Payment no later than $40,000.00 as 16 court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses PaymentPayment less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out Net Settlement Amount on a pro-rata basis. Released Parties shall have no liability to Class Counsel or any other Plaintiff’s counsel arising from any claim to any portion of the Gross Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued to Class Counsel with respect to those payments. In the event the Court does not award the full requested Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. . The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnifyand holds the Released Parties harmless, and hold harmless Defendant indemnifies the Released Parties, from any liability resulting from a breach dispute or controversy regarding any division or sharing of any of these representations and/or any lien, encumbrance or assignmentpayments.

To Class Counsel. A Class Counsel will apply Fees Payment of not more than 1/3 (33.33%), which is currently estimated to the Superior Court for an award be $153,333.33, and a Class Counsel Litigation Expenses Payment of not more than $305,800.00 (40%) of the Gross Settlement Amount as their 16,500. Defendants will not oppose requests for these payments provided that do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more Class Litigation Expenses Payment no later than $40,000.00 as 16 court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses PaymentPayment less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Net Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued Released Parties shall have no liability to Class Counsel with respect or any other Plaintiff’s Counsel arising from any claim to those payments. In the event the Court does not award the full requested any portion any Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. . The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment and holds Defendants harmless, and indemnifies Defendants, from any dispute or controversy regarding any division or sharing of any of these Payments. The amounts so awarded shall be for and in complete satisfaction of all attorneys’ fees and costs incurred to be paid pursuant to this Agreement have been made or attempted. date by Plaintiff and/or Class Counsel agrees to defendon behalf of Plaintiff, indemnifythe Class Members, and hold harmless Defendant from the Aggrieved Employees, and of all such future fees and costs, including, but not limited to, fees and costs incurred in documenting this Settlement, securing approval of this Settlement, monitoring this Settlement, reviewing and participating in the settlement administration process, and obtaining the Final Class Judgment and addressing any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentappeals. The Parties shall otherwise bear all their own fees and costs with respect to the Action and the Agreement.

To Class Counsel. Class Counsel will apply to the Superior Court for an award Fees of not more than $305,800.00 one-third (40%1/3) of the Gross Settlement Amount as their Amount, which is currently estimated to be Two Million Dollars and Zero Cents ($2,000,000.00), and Class Counsel Litigation Costs of not more than Forty Thousand Dollars and Zero Cents ($40,000.00). Defendant will not oppose requests for these payments provided they do not exceed these amounts. Plaintiffs and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more than $40,000.00 as Class Counsel Litigation Expenses PaymentCosts no later than 16 court days prior to the Final Approval Hearing. If the Court approves Class Counsel Fees and/or Class Counsel Litigation Costs less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Net Settlement Amount. Payroll tax withholding and deductions will This Settlement is not be taken from contingent upon the Court awarding any particular amount as the Class Counsel Fees and/or the Class Counsel Litigation Costs. Class Counsel agrees to provide the Administrator with an executed IRS Form W-9 before the Class Counsel Fees and Class Counsel Litigation Expenses Payment Costs may be disbursed to Class Counsel. The Administrator (and instead one or more Forms not Defendant) shall issue an IRS Form 1099 will be issued to Class Counsel with respect for the payments awarded and disbursed pursuant to those paymentsthis paragraph. In the event Neither Class Counsel nor any other current or past counsel for Plaintiffs shall be permitted to petition the Court does not award for, or to accept, any additional payments for attorneys’ fees, costs, interest, or any other amount relating to the full requested Actions from Defendant except as specified above. Defendant’s payment of the Class Counsel Fees Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by Costs shall constitute full satisfaction of the Court among themselves obligation to pay any amounts to any person, attorney, or law firm allegedly incurred on behalf of Plaintiffs, Class Members, the State of California, and/or Affected Employees for the prosecution and settlement of the Actions. The Released Parties shall have no liability to Class Counsel or any other counsel that may have Plaintiffs’ attorney(s) arising from any other agreement with themclaim to any portion of the payments of Class Counsel Fees or Class Counsel Litigation Costs. If a lien is asserted, the Settlement Administrator will tender Class Counsel assumes full responsibility and liability for taxes owed on the Class Counsel Fees Payment and the Class Counsel Litigation Costs and holds Defendant harmless, and indemnifies Defendant, from any dispute or controversy regarding any division or sharing of any of these payments. In consideration for the awarded Class Counsel Fees and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Costs, Class Counsel warrant waives any and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the all claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defendany further attorneys’ fees, indemnifycosts, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentexpenses in connection with the Actions.

To Class Counsel. Class Counsel will apply to the Superior Court for an award of not more than $305,800.00 thirty three and one third percent (4033-1/3%) of the Gross Settlement Amount as their Class Counsel Fees Payment Payment, or One Million Sixty Six Thousand Six Hundred and an amount not more than Sixty Six Dollars and Sixty Seven Cents ($40,000.00 1,066,666.67) in addition to litigation expenses up to $45,000, including expert fees, litigation costs, travel expenses, copy costs, electronic discovery services, consultants, space and technology rentals, and other normal expenses incurred, as their Class Counsel Litigation Expenses Payment. The ultimate amount of any award for Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment is to be determined by the Court, and AA Meat Products Class Counsel will not oppose this requestsubmit an application for fees, costs, and expenses to the Court for approval prior to the date of the Final Approval Hearing. The Settlement Administrator will pay the amount approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. Class Counsel will inform the Settlement Administrator how to distribute the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment between Class Counsel’s offices. If the Court approves a Class Counsel Fees Payment of less than 33-1/3%, or a Class Counsel Litigation Expenses Payment less than requested, the remainder of the unapproved amount will be part of the Net Settlement Amount in accordance with the calculation explained in Section III.D. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms IRS Form 1099 will be issued by the Settlement Administrator to Class Counsel with respect to those payments. In . a. The Parties agree that, over and above the event total amount of the Court does not Court-approved award for the full requested Class Counsel Fees Payment and/or and the Class Counsel Litigation Expenses Payment, each of the remainder shall Parties, including all persons eligible to be re- distributed to on a pro rata basis to all Participating Class Members, shall each bear their own fees and costs incurred by them relative to the investigation, filing, prosecution or settlement of the Class Action, the negotiation, execution, or implementation of this Settlement Agreement, and/or the process of obtaining, administering or challenging a Preliminary Approval Order and/or Final Approval Order. a. b. The Parties agree that Class Counsel shall be solely responsible for the Court’s approval or denial division and distribution of any request and all Court-approved Attorneys’ Fees and Costs awarded in the Class Action to Class Counsel. Class Counsel agree to release Defendant and the Released Parties from any responsibility for a or liability arising out of or related to the division and distribution of any court-approved Attorneys’ Fees and Costs to Class Representative PaymentCounsel. c. Any order, finding, ruling, holding, or proceeding relating to any such applications for an award for the Class Counsel Fees Payment, and/or Payment and the Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement or otherwise affect or delay the finality of the final order and judgment or this Settlement. d. If Class Counsel appeal the Court’s ruling on their request for Attorneys’ Fees and Costs, any ruling of any appellate court in such an appeal (regardless of its substance) shall not constitute a material alteration of this Settlement Agreement, and shall not give Plaintiffs, Class Counsel, or the Participating Class Members the right to modify, revoke, cancel, terminate, or void this Settlement Agreement. b. e. All claims for attorneys’ fees and costs that Class Counsel agree that they are responsible for allocating any and Plaintiffs may possess against Defendant, or Defendant against Plaintiffs or Class Counsel Fees Payment Counsel, arising from this litigation have been compromised and Class Counsel Litigation Expenses Payment approved resolved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and shall not be affected by any appeal that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentmay file.

To Class Counsel. Class Counsel will apply to the Superior Court for an award of not more than $305,800.00 (40%) One-Third of the Gross Settlement Amount Amount, which is presently $240,000, as their Class Counsel Fees Payment and an amount not more than $40,000.00 20,000 for all expenses incurred as documented in Class Counsel’s billing records as their Class Counsel Litigation Expenses Payment, and AA Meat Products . Defendant will not oppose their request for a Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment consistent with this requestAgreement and approved by the Court. The amounts so awarded shall be for and in complete satisfaction of all attorneys’ fees, costs, and expenses incurred to date by the Class Representative, Class Counsel on behalf of the Class Representative and the Class, and of all such future fees, costs, and expenses, including fees, costs, and expenses incurred in documenting this Settlement, securing Court approval of this Settlement, monitoring this Settlement, reviewing and participating in the claims and distribution administration process, and obtaining the Final Approval Order and Judgment. The Settlement Administrator will pay the amount amounts approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. If the Court approves a Class Counsel Fees Payment or a Class Counsel Litigation Expenses Payment of less than these amounts, which are presently $240,000, and $20,000 respectively, it shall not the terminate this Agreement, otherwise affect the Court’s ruling on the Motion for Final Approval, or extend the deadline for any appeal with respect to any order on the Motion for Final Approval and the remainder will be retained in the Net Settlement Amount for distribution to Participating Class Members. Payroll tax withholding and deductions deductions, if any, will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms 1099 will be issued by the Settlement Administrator to Class Counsel with respect to those payments. In Not later than the event the Court does not award the full requested Class Counsel Fees Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative PaymentEffective Date, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement shall provide a fully and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith properly executed IRS Form W-9 for purposes of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, payments which the Settlement Administrator will tender make to Class Counsel. The payment of the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment shall be made to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentCounsel.

To Class Counsel. A Class Counsel will apply to the Superior Court for an award Fees Payment of not more than $305,800.00 (40%) one-third of the Gross Settlement Amount as their ($5,166,666), plusa Class Counsel Litigation Expenses Payment of not more than Seventy-Thousand Dollars ($75,000.00). Defendants will not oppose requests for these payments provided they do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and an Class Litigation Expenses Payment in accordance with Fed. R. Civ. P. 23(h) and the applicable Local Rules and/or Orders of the Court. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses Payment less than the amounts requested, the Administrator will allocate the remainder to the Net Settlement Amount. This Settlement is not contingent upon the Court awarding Class Counsel any particular amount not more than $40,000.00 as for the Class Counsel Fees Payment or Class Counsel Litigation Expenses Payment, and, in the event that the Court reduces or does not approve the requested amounts, Plaintiff and AA Meat Products Class Counsel shall not have the right to modify or revoke the Settlement, or to appeal such order, nor will not oppose this Plaintiffs or Class Counsel seek, request. The Settlement Administrator will pay the amount approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of , or demand an increase to the Gross Settlement AmountAmount on that basis. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued Released Parties shall have no liability to Class Counsel with respect or any other Plaintiffs Counsel arising from any claim to those payments. In the event the Court does not award the full requested any portion any Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. . The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment to be paid and holds Defendants harmless, and indemnifies Defendants, from claim or liability for taxes, penalties or interests arising as a result of any payments received by Class Counsel pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, Settlement and hold harmless Defendant from any liability resulting from a breach dispute or controversy regarding any division or sharing of any of these representations and/or any lien, encumbrance or assignmentPayments.

To Class Counsel. A Class Counsel will apply Fees Payment of not more than 33.33%, which is currently estimated to the Superior Court for an award be $100,000.00 and a Class Counsel Litigation Expenses Payment of not more than $305,800.00 (40%) of the Gross Settlement Amount as their 15,000.00. Defendant will not oppose requests for these payments provided that do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more Class Litigation Expenses Payment no later than $40,000.00 as sixteen (16) court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses PaymentPayment less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Net Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued Released Parties shall have no liability to Class Counsel with respect or any other Plaintiff’s Counsel arising from any claim to those payments. In the event the Court does not award the full requested any portion any Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, . The Administrator will pay the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Payment and Class Counsel Expenses Payment using one or more IRS 1099 Forms. Class Counsel assumes full responsibility and liability for taxes owed on the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacyholds Defendant harmless, and good faith indemnifies Defendant, from any dispute or controversy regarding any division or sharing of the Settlementany of these Payments. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement shall be paid by the Administrator to Class Counsel from the Gross Settlement Amount in two installments: (1) no later than ten (10) business days after Defendant provides the Administrator with them. If a lien is assertedthe First Installment, the Settlement Administrator will tender the pay Class Counsel Fees Payment 50% of such approved sum; and (2) no later than ten (10) business days after Defendant provides the Settlement Administrator with the Second Installment, the Settlement Administrator will pay Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms remaining balance of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentsuch approved sum.

To Class Counsel. Class Counsel will apply to the Superior Court for an award of for, and ▇▇▇▇▇▇▇▇▇ agrees not more than $305,800.00 to oppose, a total Attorney Fee Award not to exceed thirty-five percent (4035%) of the Gross Settlement Amount as their GSA and a Cost Award not to exceed $25,000.00. Class Counsel, Plaintiffs and the Participating Class Members will not apply to the Court for any payment of attorneys’ fees and costs that are in addition to the foregoing or that exceed the GSA. The Parties agree that, over and above the Court-approved Class Counsel Fees Payment Award, each of the Parties, including all Participating Class Members, shall bear their own fees and costs, including, but not limited to, those related to the investigation, filing, prosecution, or settlement of the Actions; the negotiation, execution, or implementation of this Agreement; and/or the process of obtaining, administering, or challenging an amount not more than $40,000.00 as Class Counsel Litigation Expenses Payment, and AA Meat Products will not oppose this requestOrder Granting Preliminary Approval and/or Final Approval. The Settlement Administrator will pay the amount court-approved by amounts for the Superior Court (but not more than $305,800.00 in fees Attorney Fee Award and $40,000.00 in expenses) Cost Award out of the Gross Settlement AmountFund. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one Attorney Fee Award or more the Cost Award. IRS Forms 1099 will be issued to Class Counsel with respect to those these payments. In the event the Court does not award approve the full entirety of the application for the Attorney Fee Award and/or Cost Award, the Settlement Administrator shall pay whatever amount the Court awards, and neither Defendant nor the Settlement Administrator shall be responsible for paying the difference between the amount requested and the amount awarded. Neither Plaintiffs nor their Counsel shall have the right to revoke the settlement if a lesser Attorney Fee Award and/or Cost Award is awarded by the Court. If the amount awarded is less than the amount requested by Class Counsel Fees Payment for the Attorney Fee Award and/or Class Counsel Litigation Expenses PaymentCost Award, the remainder difference shall become part of the NSA and be re- distributed available for distribution to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignment.

To Class Counsel. Class Counsel will apply to the Superior Court for an award of not more than $305,800.00 thirty three and one third percent (4033-1/3%) of the Gross Settlement Amount as their Class Counsel Fees Payment Payment, or Forty Six Million, Six Hundred and an amount not more than Sixty Six Thousand, Six Hundred and Sixty Six Dollars and Sixty Seven Cents ($40,000.00 46,666,666.67) in addition to reasonable costs, including expert fees, litigation costs, travel expenses, copy costs, electronic discovery services, consultants, space and technology rentals, and other normal expenses incurred, as their Class Counsel Litigation Expenses Payment. The ultimate amount of any award for Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment is to be determined by the Court, and AA Meat Products Class Counsel will not oppose this requestsubmit an application for fees, costs, and expenses to the Court for approval prior to the date of the Final Approval Hearing. The Settlement Administrator will pay the amount approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. Class Counsel will inform the Settlement Administrator how to distribute the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment between Class Counsel’s offices. If the Court approves a Class Counsel Fees Payment of less than 33-1/3%, or a Class Counsel Litigation Expenses Payment less than requested, the remainder of the unapproved amount will be part of the Net Settlement Amount in accordance with the calculation explained in Section III.D. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms IRS Form 1099 will be issued by the Settlement Administrator to Class Counsel with respect to those payments. In . a. The Parties agree that, over and above the event total amount of the Court does not Court-approved award for the full requested Class Counsel Fees Payment and/or and the Class Counsel Litigation Expenses Payment, Plaintiffs and Defendants shall each bear their own fees and costs incurred by them or arising out of this Lawsuit. In the remainder event that one or more of the Parties to this Agreement institutes any legal action, arbitration, or other proceeding against any other Party to enforce the provisions of this Agreement, the successful Party shall be re- distributed entitled to on a pro rata basis recover from the unsuccessful Party reasonable attorneys’ fees, and costs (including expert witness fees), and/or interest necessary to all Participating Class Membersenforce this Agreement. a. The Parties agree that b. Any order, finding, ruling, holding or proceeding relating to any such applications for an award for the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Payment and the Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this AgreementAgreement or otherwise affect or delay the finality of the final order and judgment or this Settlement. b. c. All claims for attorneys’ fees and costs that Class Counsel agree that they are responsible and Plaintiffs may possess against Defendants, or Defendants against Plaintiffs or Class Counsel, arising from this litigation have been compromised and resolved by this Agreement. Defendants shall have no responsibility or liability for allocating any dispute or claim between or among Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is assertedCounsel, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from including over any claim related to those payments. Class Counsel warrant and represent that there are no liens any attorneys’ fees or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentcosts.

To Class Counsel. Class Counsel will separately apply to the Superior Court for the ▇▇▇▇▇▇ Counsel Fees Payment and the ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment, which altogether will not exceed one-third (1/3) of the Gross Settlement Amount. Subject to Court approval, the ▇▇▇▇▇▇ Counsel Fees Payment of not more than one-third (1/3) of ▇▇▇▇▇▇ Settlement Amount of $11,000,000 ($3,700,000) will be paid from to Class Counsel for the ▇▇▇▇▇▇ Subclass. Subject to Court approval, the ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment of not more than one-third (1/3) of ▇▇▇▇▇/▇▇▇▇ Settlement Amount of $4,900,000 ($1,633,333) will be paid to Class Counsel for the ▇▇▇▇▇/▇▇▇▇ Subclass. Class Counsel will also be allowed to apply for an amount not more than $130,000 as the ▇▇▇▇▇▇ Counsel Litigation Expenses Payment and $30,000 as the ▇▇▇▇▇/▇▇▇▇ Counsel Litigation Expenses Payment for all expenses incurred as documented in Class Counsel’s billing records. Counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (LOYR, APC) shall be permitted to separately apply for an award of attorneys’ fees and costs which shall be part of the ▇▇▇▇▇▇ Counsel Fees Payment and ▇▇▇▇▇▇ Litigation Expenses Payment, respectively. The fee award for Counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be limited to LOYR, APC’s lodestar subject to a multiplier as determined by the Court, and that Court-approved fee award for LOYR, APC shall be paid from the ▇▇▇▇▇▇ Counsel Fees Payment. Defendant will not more than $305,800.00 oppose these requests for a Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment consistent with this Agreement and as approved by the Court so long as altogether they do not exceed one-third (40%1/3) of the Gross Settlement Amount as their Class Counsel Fees Payment and an amount do not more than $40,000.00 as Class Counsel Litigation Expenses Payment, and AA Meat Products will not oppose interfere with the approval of this requestAgreement by the Court. The Settlement Administrator will pay the amount approved by the Superior Court for the ▇▇▇▇▇▇ Counsel Fees Payment and the ▇▇▇▇▇▇ Counsel Litigation Expenses Payment (but not more than $305,800.00 in which includes the Court-approved attorneys’ fees and $40,000.00 in expensescosts for LOYR, APC, respectively) out of the Gross ▇▇▇▇▇▇ Settlement Amount, and the amount approved by the Court for the ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment and the ▇▇▇▇▇/▇▇▇▇ Counsel Litigation Expenses Payment out of the ▇▇▇▇▇/▇▇▇▇ Settlement Amount. If the Court approves an ▇▇▇▇▇▇ Counsel Fees Payment and the ▇▇▇▇▇▇ Counsel Litigation Expenses Payment of less than one-third of ▇▇▇▇▇▇ Settlement Amount for fees or $130,000 for costs, the remainder will be retained in the ▇▇▇▇▇▇ Settlement Amount for distribution to the ▇▇▇▇▇▇ Subclass. If the Court approves a ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment and the ▇▇▇▇▇/▇▇▇▇ Counsel Litigation Expenses Payment of less than one-third of the ▇▇▇▇▇/▇▇▇▇ Settlement Amount for fees or $30,000 for costs, the remainder will be retained in the ▇▇▇▇▇/▇▇▇▇ Settlement Amount for distribution to the ▇▇▇▇▇/▇▇▇▇ Subclass. Payroll tax withholding and deductions deductions, if any, will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms 1099 Form 1099s will be issued to Class Counsel with respect to those payments. In The payment of the event the Court does not award the full requested Class ▇▇▇▇▇▇ Counsel Fees Payment and/or Class and the ▇▇▇▇▇▇ Counsel Litigation Expenses Payment shall be made to ▇▇▇▇▇▇▇▇▇▇, Nordrehaug ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP and LOYR, APC in the amount approved by the Court for each firm. The payment of the ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment shall be allocated to 50% to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ LLP, and Law Offices Of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, and 50% to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLP, and ▇▇▇▇▇▇▇▇▇ Law, APC, in the amount approved by the Court. ▇▇▇▇▇/▇▇▇▇ Counsel will provide the fee allocation among firms for the ▇▇▇▇▇/▇▇▇▇ Counsel Fees Payment in their declaration(s) in support of approval of the settlement, and will provide this information to the settlement administrator prior to its disbursement. The ▇▇▇▇▇/▇▇▇▇ Counsel Litigation Expenses Payment shall be allocated in accordance among the ▇▇▇▇▇/▇▇▇▇ Counsel in accordance with their respective declarations filed in support of the request for the ▇▇▇▇▇/▇▇▇▇ Counsel Litigation Expenses Payment, . Any dispute between counsel as to the remainder fee allocation shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that not delay the Court’s approval Settlement or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by impact the Court separately from the fairness, reasonableness, adequacy, and good faith finality of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this AgreementJudgment. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignment.

To Class Counsel. Class Counsel will apply to the Superior Court for an award of not more than $305,800.00 (40%) of the Gross Settlement Amount 1,333,333.33 as their Class Counsel Fees Payment and an amount of not more than $40,000.00 450,000.00 for all reasonable costs/expenses incurred as documented in Class Counsel’s records as their Class Counsel Litigation Expenses Payment, and AA Meat Products . Settling Defendants will not oppose the request for a Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment provided the applications accurately state the record and are consistent with the limitations specified herein. The amounts so awarded shall be for and in complete satisfaction of all attorneys’ fees, costs, and expenses incurred to date prosecuting and settling the Action and future attorneys’ fees, costs and expenses to be incurred procuring and implementing the Settlement, including fees, costs, and expenses incurred in documenting this requestSettlement, securing Court approval of this Settlement, monitoring this Settlement, reviewing and participating in the claims and distribution administration process, and obtaining the Final Approval Order and Judgment. The Settlement Administrator will pay the amount amounts approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. If Class Counsel seeks or the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses Payment that is less than the maximum allowed under this Agreement, such reduction shall not terminate this Agreement, otherwise affect the Court’s ruling on the Motion for Final Approval, or extend the deadline for any appeal with respect to any order on the Motion for Final Approval and the remainder will be retained in the Net Settlement Amount for distribution to Class Members. Payroll tax withholding and deductions deductions, if any, will not be taken from the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment and instead one or more Forms 1099 will be issued by the Settlement Administrator to Class Counsel with respect to those payments. In Not later than the event the Court does not award the full requested Class Counsel Fees Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request for a Class Representative PaymentEffective Date, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement shall provide a fully and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith properly executed IRS Form W-9 for purposes of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, payments which the Settlement Administrator will tender make to Class Counsel. The payment of the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment shall be made to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentCounsel.

To Class Counsel. A Class Counsel will apply to the Superior Court for an award Fees Payment of not more than 33 and 1/3%, which is currently estimated to be $305,800.00 (40%) 44,955.00, and a Class Counsel Litigation Expenses Payment of approximately $15,000. These amounts will cover any and all work performed and any and all costs incurred by Class Counsel in connection with the Actions, including without limitation all work performed to date, and all work to be performed and all costs to be incurred in connection with obtaining the Court’s approval of the Gross Settlement Amount Settlement, as their well as any objections raised, and any appeals necessitated by those objections. Defendant will not oppose requests for these payments provided that they do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more Class Litigation Expenses Payment no later than $40,000.00 as 16 court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses PaymentPayment less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Net Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued Released Parties shall have no liability to Class Counsel with respect or any other Plaintiff’s Counsel arising from any claim to those payments. In the event the Court does not award the full requested any portion any Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. . The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to Class Counsel Fees Payment and the terms Class Counsel Litigation Expenses Payment and holds Defendant harmless, and indemnifies Defendant, from any dispute or controversy regarding any division or sharing of this Agreement and that no assignments any of the claims to be released or these Payments. Any portion of the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment not awarded to Class Counsel shall be part of the Net Settlement Amount to be paid pursuant distributed to this Agreement have been made or attempted. Participating Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentMembers.

To Class Counsel. At the Final Approval Hearing, Class Counsel will apply to the Superior Court for an award of Attorneys Fee Award not more than $305,800.00 (40%) to exceed 33.333% of the Gross Settlement Amount as their Class Counsel Fees Payment GSA (which equates to $666,660) and an amount a Cost Award not more than to exceed $40,000.00 as Class Counsel Litigation Expenses Payment, and AA Meat Products will 30,000. Defendants shall not oppose this request. The Settlement Administrator will pay the amount Court approved by amounts for the Superior Court (but not more than $305,800.00 in fees Attorneys Fee Award and $40,000.00 in expenses) Cost Award out of the Gross Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one Attorneys Fee Award or more the Cost Award. IRS Forms 1099 will be issued to Class Counsel with respect to those paymentsthe Attorneys Fee Award. In the event the Court does not award approve the full requested Class Counsel Fees Payment entirety of the application for the Attorneys Fee Award and/or Class Counsel Litigation Expenses PaymentCost Award, the remainder Settlement Administrator shall pay whatever amount the Court awards, and neither Defendants nor the Settlement Administrator shall be re- distributed to on a pro rata basis to all Participating Class Members. a. The Parties agree that responsible for paying the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement difference between the amount requested and are to be considered by the Court separately from amount awarded. If the fairness, reasonableness, adequacy, and good faith of amount awarded is less than the Settlement. Any order or proceeding relating to the application amount requested by Class Counsel for a the Attorneys Fee Award and/or Cost Award, the difference shall become part of the NSA and be available for distribution to Participating Class Representative PaymentMembers. The approved Fee Award and Class Counsels’ Costs, even if less than what Class Counsel Fees Paymentrequest, shall constitute full satisfaction of Defendants’ obligations to pay amounts to Class Counsel for attorneys’ fees or costs in this Action on behalf of Named Plaintiffs and Settlement Class Members, and shall relieve Defendants from any other claims or liability to Class Counsel for any attorneys’ fees or costs to which they may claim to be entitled on behalf of Named Plaintiffs or any other Settlement Class Member. If the Court approves a Fee Award and/or Class Counsels’ Costs in amounts less than what Class Counsel Litigation Expenses request, the reduction in the Fee Award and/or Class Counsels’ Costs shall not operate to terminate be a basis for nullification of this Settlement. Nor shall a reduction in the Fee Award and/or Class Counsels’ Costs in any way delay or cancel this Agreement. b. preclude the judgment from becoming a final judgment or the Settlement from becoming Effective. Class Counsel agree represents that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and not aware of any other counsel that attorney or person who may have assert any other agreement potential claim for attorneys’ fees or costs incurred in connection with them. If a lien is asserted, the Settlement Administrator will tender the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those payments. Class Counsel warrant and represent that there are no liens or encumbrances on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnify, and hold harmless Defendant from any liability resulting from a breach of these representations and/or any lien, encumbrance or assignmentAction.

To Class Counsel. A Class Counsel will apply Fees Payment of not more than One-Third of the Gross Settlement Amount which is currently estimated to the Superior Court for an award be $250,000.00 and a Class Counsel Litigation Expenses Payment of not more than $305,800.00 (40%) of 25,000.00. These fees shall be the Gross Settlement Amount as sole payments for Class Counsel’s work on this case, including carrying out the settlement process and defending the settlement on appeal or other collateral attack, if any. Other than the payments in this Paragraph, the Parties shall bear their own fees and costs. Defendant will not oppose requests for these payments provided that they do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and an amount not more Class Litigation Expenses Payment no later than $40,000.00 as 16 court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses PaymentPayment less than the amounts requested, and AA Meat Products will not oppose this request. The Settlement the Administrator will pay allocate the amount approved by remainder to the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Net Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued Released Parties shall have no liability to Class Counsel with respect or any other Plaintiff's Counsel arising from any claim to those payments. In the event the Court does not award the full requested any portion of any Class Counsel Fees Fee Payment and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on a pro rata basis to all Participating Class Members. a. . The Parties agree that the Court’s approval or denial of any request for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by the Court among themselves and any other counsel that may have any other agreement with them. If a lien is asserted, the Settlement Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnifyand holds Defendant harmless, and hold harmless Defendant indemnifies Defendant, from any liability resulting from a breach dispute or controversy regarding any division or sharing of any of these representations and/or any lien, encumbrance or assignmentPayments.

To Class Counsel. A Class Counsel will apply Fees Payment of not more than 35%, of the Gross Settlement Amount, which is currently estimated to the Superior Court for an award be $52,500.00 and a Class Counsel Litigation Expenses Payment of not more than $305,800.00 (40%) of the Gross Settlement Amount as their Class Counsel Fees Payment and an amount not more than $40,000.00 as Class Counsel Litigation Expenses Payment, and AA Meat Products 20,000.00. Defendants will not oppose this requestrequests for these payments provided that they do not exceed these amounts. The Settlement Administrator will pay the amount approved by the Superior Court (but not more than $305,800.00 in fees and $40,000.00 in expenses) out of the Gross Settlement Amount. Payroll tax withholding and deductions will not be taken from the Class Counsel Fees and Litigation Expenses Payment and instead one or more Forms 1099 will be issued to Class Counsel with respect to those payments. In the event the Court does not award the full requested Class Counsel Fees Payment Plaintiff and/or Class Counsel Litigation Expenses Payment, the remainder shall be re- distributed to on will file a pro rata basis to all Participating Class Members. a. The Parties agree that the Court’s approval or denial of any request motion for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses Payment are not conditions to this Agreement and are to be considered by the Court separately from the fairness, reasonableness, adequacy, and good faith of the Settlement. Any order or proceeding relating to the application by Class Counsel for a Class Representative Payment, Class Counsel Fees Payment, and/or Class Counsel Litigation Expenses shall not operate to terminate or cancel this Agreement. b. Class Counsel agree that they are responsible for allocating any Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment approved by no later than 16 court days prior to the Final Approval Hearing. If the Court among themselves approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses Payment less than the amounts requested, the Administrator will allocate the remainder to the Net Settlement Amount. The amount of the Class Counsel Fees Payment and/or the Class Counsel Litigation Expenses Payment is not a material term of this Agreement and if the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses Payment less than the amount requested, it shall not result in the Agreement being void. Released Parties shall have no liability to Class Counsel or any other counsel that may have Plaintiff’s Counsel arising from any other agreement with themclaim to any portion any Class Counsel Fee Payment and/or Class Counsel Litigation Expenses Payment. If a lien is asserted, the Settlement The Administrator will tender pay the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment to the Court and shall thereafter be released from any claim related to those paymentsusing one or more IRS 1099 Forms. Class Counsel warrant assumes full responsibility and represent that there are no liens or encumbrances liability for taxes owed on the amounts to be paid pursuant to the terms of this Agreement and that no assignments of the claims to be released or the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment to be paid pursuant to this Agreement have been made or attempted. Class Counsel agrees to defend, indemnifyand holds Defendants harmless, and hold harmless Defendant indemnifies Defendants, from any liability resulting from a breach dispute or controversy regarding any division or sharing of any of these representations and/or any lien, encumbrance or assignmentPayments.