Common use of Final Approval Clause in Contracts

Final Approval. By no later than thirty (30) days prior to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims in the Actions as to the Defendant Released Parties with prejudice; e. Bar and enjoin the Plaintiff Released Parties from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its terms.

Final Approval. By no later than thirty (30) days prior to 2.15 At the Final Approval Hearingtime appointed by the Court, Representative Plaintiffs and Class Counsel shall move the Court to enter the a Final Approval Order Order, which order shall (a) finally approve the Settlement as fair, reasonable, and Judgment adequate; (b) give the “terms of the Settlement final and complete effect; (c) find that all requirements of statute, rule, and state and federal Constitutions necessary to effectuate this Settlement have been met and satisfied; and (d) otherwise enter final judgment of dismissal on the merits and with prejudice in the Class Action. 2.16 The Final Approval Motion”Order, or a separate order, shall be entered providing that Representative Plaintiffs, all Class Members (excepting those who are Successful Opt-Outs). , Class Counsel, and Plaintiffs’ Counsel shall be enjoined from commencing, prosecuting, or assisting in any lawsuit, administrative action, or any judicial or administrative proceeding against the Released Persons that asserts or purports to assert matters within the scope of the Release and judgment in the Class Action, to the maximum extent permitted by law. 2.17 At the time appointed by the Court, and no later than fourteen (14) days before the deadline for the filing of Objections to the Settlement set by the Court, Representative Plaintiffs and Class Counsel shall move may, subject to the limitations set forth in this paragraph and paragraph 2.18 below, make written application to the Court for approval an award of Attorneysattorneys’ Fees fees and Expenses litigation costs not to exceed a total of Fifty Thousand Dollars ($50,000), to be paid exclusive of the Settlement Amount. Defendant agrees not to oppose such application, provided that it is in accord with the limitations set forth in this paragraph. Defendant’s agreement not to oppose the application shall not be construed as an admission or concession by Defendant that the attorneys’ fees or litigation costs applied for by Class Counsel are reasonable and/or appropriate. The Parties agree that the Court (and Service Awards no later than twenty-one (21only the Court) days prior to shall determine the Objection Deadline. Objectorsamount, if any, of the Attorney Fee/Litigation Cost Award in this Class Action. Representative Plaintiffs and Class Counsel further agree that their agreement to this Settlement is not conditioned upon the possibility of receiving an Attorney Fee/Litigation Cost Award in any amount, and represent that they support this Settlement even in the absence of an Attorney Fee/Litigation Cost Award. Representative Plaintiffs and Class Counsel further agree and represent that the filing of an application for an Attorney Fee/Litigation Cost Award is not a condition of Representative Plaintiffs’ and Class Counsel’s decision to support the Settlement or to provide testimony in support of the Settlement. (A) Class Counsel agree that any application made pursuant to this paragraph will not seek an amount in excess of $50,000 for attorneys’ fees and costs actually incurred in the prosecution of the Class Action. (B) In the event the Court awards less than $50,000 in attorneys’ fees as part of the Attorney Fee/Litigation Cost Award, BANA shall file any responses be liable to Class Counsel only for the lesser amount awarded by the Court. In no circumstance shall BANA be obligated to pay more for the Attorney Fee/Litigation Cost Award than is awarded by the Court, whether to Class Counsel’s motions no later than seventeen (17) days prior to , the Final Approval HearingClass, the Representative Plaintiffs or otherwise. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval The remainder of the Settlement terms of this Agreement shall remain in effect and such denial or partial denial shall not provide any basis for Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (Counsel or their counsel), who object Representative Plaintiffs to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in seek to terminate or void this Agreement. 8.3 (C) In the event the Court’s Attorney Fee/Litigation Cost Award exceeds $50,000, Representative Plaintiffs and Class Counsel (i) expressly disclaim any and all right to collect the excess or any portion of the excess; and (ii) agree, upon demand, to execute a release of any person’s or entity’s obligations to pay such sums. 2.18 Defendant shall have no liability to Class Counsel or any other person or entity for attorneys’ fees or actual litigation costs relating to the Class Action and/or the Settlement other than as provided for in this Agreement. In the event that a lawyer, law firm, or other person or entity (other than Class Counsel) seeks an award of attorneys’ fees, costs, expenses or other sums in connection with the Class Action or the Settlement, any award resulting from any such effort or other attempt shall be deducted from the Settlement Amount so as to ensure that the Settlement Amount is not, under any circumstances, in excess of the Two Hundred Fifty Thousand and Nine Hundred Dollars ($250,900) set forth above. 2.19 At or following the Final Approval Hearing, time appointed by the Court will determine whether to enter the Final Approval Order and JudgmentCourt, and whether no later than fourteen (14) days before the deadline for the filing of Objections to approve Class Counsel’s Application for Attorney’s Fees the Settlement set by the Court, Representative Plaintiffs and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as may, subject to the limitations set forth in Exhibit B attached heretoparagraphs 2.21 and 2.22 below, make written application to the Court for Class Representative Service Awards in an aggregate amount not to exceed Ten Thousand Dollars ($10,000), consisting of Five Thousand Dollars ($5,000) to be paid to ▇▇▇▇ ▇▇▇▇▇▇ and Five Thousand Dollars ($5,000) to be paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Such proposed Final Approval Order and Judgment shallTo the extent approved, among other things: a. Determine that such an award shall be paid exclusive of the Settlement Amount. 2.20 Defendant agrees not to oppose, or cause to be opposed, any such application provided that it is fairin accord with the limitations set forth in paragraph 2.19 above. For purposes of the Class Representative Service Awards, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine Representatives assert that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims they were substantially engaged in the Actions lawsuit as to the Defendant Released Parties with prejudice; e. Bar and enjoin the Plaintiff Released Parties from asserting any of the Released Claimsclass representatives, including during participating in the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsmediation facilitated by United States Magistrate Judge ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Final Approval. By 59. Plaintiffs’ motion for entry of the Preliminary Approval Order shall include a request to the Court for a scheduled date on which the Final Approval Hearing will occur. The Final Approval Hearing shall be scheduled no later earlier than 90 days after the CAFA notices are mailed to ensure compliance with 28 U.S.C § 1715. 60. At least thirty (30) days prior to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) calendar days prior to the Objection and Opt Out Deadline. Objectors, if any, the Plaintiffs shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of a motion for final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at entry of the Final Approval Hearing from any Settlement Class Members (or their counsel)Order, who object along with supporting documents. Defendant will not oppose such motion, subject to Defendant’s opportunity to review and comment upon a draft of the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreementmotion before filing. 8.3 61. At or following the Final Approval Hearing, the Court will shall determine whether to enter the Final Approval Order and Judgmentgranting final approval of the Settlement, and whether to approve Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Indicate the Court has personal jurisdiction of the parties and Class Members and subject matter jurisdiction; b. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify reasonable and provide a description of the Settlement Class bases for settlement purposes onlysuch findings; c. Determine Address and overrule any objections; d. Identify the Class and those excluded from the Class, attaching a list of those individuals and entities that properly and timely excluded themselves; e. Reaffirm certification of the Notice provided satisfied the Class pursuant to Federal Rules of Civil Procedure 23(a) and Due Process 23(b)(3), the appointment of Plaintiffs as Class Representatives, and the appointment of Class Counsel as Class Counsel; f. Determine that the Notice Program satisfied Federal Rule of Civil Procedure 23 and due process requirements; d. g. Dismiss all claims in the Actions as to the Defendant Released Parties Action with prejudice; e. h. Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, including during the pendency of any appeal from the Final ApprovalApproval Order; f. i. Release Defendant and forever discharge the Defendant Released Parties from the Released Claims as provided in this SettlementClaims; and g. j. Reserve the Court’s continuing and exclusive jurisdiction over Arietis Defendant and all Settlement Class Members (including all any objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.

Final Approval. By 1. The Final Approval Hearing shall be noticed for no later earlier than thirty one hundred (30100) days prior from the date of Preliminary Approval to allow nCino sufficient time to complete the applicable obligations under the Class Action Fairness Act and also no earlier than seventy (70) days from the date on which the Notice Administrator sent the Notice to the Settlement Class. 2. Prior to the Final Approval Hearing, on the date set by the Court, the Named Plaintiff, through Settlement Class Counsel Counsel, shall move submit a motion for final approval by the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee between the Settling Parties and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the entry of an Order granting Final Approval Hearing from any Settlement Class Members (or their counsel), who object to of the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other thingsthat: a. Determine that finds the Settlement is and its terms to be fair, adequate, reasonable and reasonable; b. Finally certify adequate within the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied meaning of Rule 23(e) of the Federal Rules of Civil Procedure and Due Process requirementsdirecting its consummation pursuant to its terms; b. finds that the Notice given constitutes due, adequate and sufficient notice, and meets the requirements of due process and any applicable laws; c. provides for service payments from the Settlement Fund to the Named Plaintiff in addition to whatever monies he shall receive from the Settlement Fund pursuant to the Court-approved Plan of Allocation; d. Dismiss all claims in provides for payment of Attorneys’ Fees and Expenses from the Actions as to the Defendant Released Parties with prejudiceSettlement Fund; e. Bar and enjoin sets forth the Plaintiff Released Parties from asserting any of method for allocating the Released Claims, including during the pendency of any appeal from Final ApprovalSettlement Fund; f. Release approves the release of claims specified herein as binding and forever discharge the Defendant Released Parties from the Released Claims effective as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and to all Settlement Class Members (including permanently barring and enjoining all objectors) to administer, supervise, construeSettlement Class Members from asserting any Released Claims; g. and reserves exclusive and continuing jurisdiction over the Settlement, and enforce the administration, consummation and interpretation of this Settlement Agreement. 3. nCino shall have the right to review and comment on the motion for final approval, and Class Counsel shall provide nCino with reasonable time to conduct such review. Class Counsel shall consider any such comments in accordance good faith, and shall not unreasonably reject such comments. 4. If so required by the Court in connection with its termsapproval of the Settlement, the Settling Parties agree to accept non-material or procedural changes to this Settlement Agreement. However, the Settling Parties are not obligated to accept any substantive change to their respective obligations.

Final Approval. By no later than thirty a. At least ten (3010) court days prior to the Final Approval Hearing, Class Counsel shall move the Parties will jointly prepare and file with the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court a motion for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement and a memorandum in support of his motion. b. At the time the motion for final approval of the Settlement is filed, Class Counsel or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, Administrator shall provide the Court also may hear argument at a report specifying the Final Approval Hearing from any Settlement Class Members due diligence that it has undertaken with regard to the mailing of the Notice; and reporting (or their counselto date) on the number of objections, disputes (and status), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreementopt-outs submitted. 8.3 At or following c. Not later than two (2) court days before the Final Approval Hearing, the Court will determine whether Parties shall jointly file a reply in support of their joint motion for final approval of the Settlement, in the event any opposition to enter the joint motion for final approval has been filed. d. At or before the Final Approval Hearing, the Parties will present a proposed Order Granting Final Settlement Approval for the Court’s entry, as explained below. After entry of the Order, the Court will have continuing jurisdiction over the Action and Judgmentthe Settlement solely for purposes of enforcing the Settlement, addressing settlement administration matters, and whether addressing such matters as may be appropriate under court rules or applicable law. e. Upon the filing of the motion for final approval of the Settlement, the Parties will submit a proposed Order in a mutually agreeable form: i. Approving the Settlement, adjudging the terms thereof to approve be fair, reasonable, and adequate, and directing consummation of its terms and provisions; ii. Approving Class Counsel’s Application motion for Attorney’s Attorneys’ Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonableExpenses; b. Finally certify iii. Approving the Settlement Class for settlement purposes onlyRepresentatives’ service payments; c. Determine that iv. Permanently enjoining all Class and Subclass Members (other than those who filed timely and valid Exclusion Letters) from prosecuting against the Notice provided satisfied Released Parties (defined below) any and all of the Federal Rules of Civil Procedure and Due Process requirementsMembers’ Released Claims (defined below); d. Dismiss all claims in v. Permanently enjoining the Actions Class Representatives from prosecuting against the vi. Dismissing the Action with prejudice. f. A decision by the Court to not approve any material term or aspect of this Settlement Agreement shall render the entire Settlement Agreement void and unenforceable as to all Parties herein. This Paragraph does not apply to a decision by the Defendant Released Parties with prejudice; e. Bar and enjoin Court to not approve the Plaintiff Released Parties from asserting any of Attorneys’ Fee Award in Paragraph III.2 or the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided Service Payments in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsParagraph III.3.

Final Approval. The Final Approval Hearing shall be scheduled no earlier than forty (40) days after notices are mailed to Settlement Class Members. By no later than thirty seven (307) days prior to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, Parties shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, objections and any replies briefs in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service AwardsSettlement. In the Court’s discretion, the Court also may will hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), ) who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and or to the fees, costs, expenses, or Service AwardsAward application, provided the objectors filed timely objections that meet met all of the requirements listed in this AgreementParagraph 8.8. 8.3 6.2.1 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, granting Final Approval of the Settlement and whether to approve Settlement Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the motion for Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached heretoBHN. Such proposed Final Approval Order and Judgment shall, among other things: a. (a) Determine that the Settlement is fair, adequate, and reasonablereasonable and approve the Settlement pursuant to Rule 23 of the Massachusetts Rules of Civil Procedure; b. (b) Finally certify the Settlement Class for settlement purposes only; c. (c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. Dismiss all claims in (d) Enter Final Judgment on the Actions as to the Defendant Released Parties with prejudiceSettlement Agreement; e. (e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, as set forth in Paragraph 9, including during the pendency of any appeal from the Final ApprovalApproval Order; f. (f) Release BHN and forever discharge the Defendant Released Parties from the Released Claims Claims, as provided set forth in this SettlementParagraph 9; and g. (g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis BHN and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.

Final Approval. The Final Approval Hearing shall be scheduled no earlier than forty (40) days after notices are mailed to Settlement Class Members. By no later than thirty fourteen (3014) days prior to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, Parties shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, objections and any replies briefs in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service AwardsSettlement. In the Court’s discretion, the Court also may will hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), ) who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and or to the fees, costs, expenses, or Service AwardsAward application, provided the objectors filed timely objections that meet met all of the requirements listed in this AgreementParagraph 8.10. 8.3 6.2.1 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, granting Final Approval of the Settlement and whether to approve Settlement Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the motion for Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached heretoBRSI. Such proposed Final Approval Order and Judgment shall, among other things:; a. (a) Determine that the Settlement is fair, adequate, and reasonablereasonable and approve the Settlement pursuant to Wis. Stat. § 803.08; b. (b) Finally certify the Settlement Class for settlement purposes only; c. (c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. Dismiss all claims in (d) Enter Final Judgment on the Actions as to the Defendant Released Parties with prejudiceSettlement Agreement; e. (e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, as set forth in Paragraph 9, including during the pendency of any appeal from the Final ApprovalApproval Order; f. (f) Release BRSI and forever discharge the Defendant Released Parties from the Released Claims Claims, as provided set forth in this SettlementParagraph 9; and g. (g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis BRSI and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.

Final Approval. By no later than thirty (30) days prior to 2.18 At the Final Approval Hearingtime appointed by the Court, Representative Plaintiffs and Class Counsel shall move the Court to enter a Final Approval Order substantially in the form of Exhibit D attached hereto, which order shall (a) finally approve the Settlement as fair, reasonable, and adequate; (b) give the terms of the Settlement final and complete effect; (c) find that all requirements of statute, rule, and state and federal Constitutions necessary to effectuate this Settlement have been met and satisfied; and (d) otherwise enter final judgment of dismissal on the merits and with prejudice in the Action. Defendants agree not to oppose the entry of the Final Approval Order, provided it is substantially in compliance with the form of Exhibit D attached hereto. Without implication or limitation, Defendants’ agreement not to oppose the entry of the Final Approval Order and Judgment (shall not be an admission or concession by Defendants that a class was appropriate in the “Action, for litigation or settlement purposes, or would be appropriate in any other matter, and/or that any relief was appropriate in the Action or would be appropriate in any other matter. 2.19 The Final Approval Motion”Order, or a separate order, shall be entered providing that Representative Plaintiffs, all Class Members (excepting those who are Successful Opt-Outs), Class Counsel, and Plaintiffs’ Counsel shall be enjoined from commencing, prosecuting, or assisting in any lawsuit, administrative action, or any judicial or administrative proceeding against the Released Persons that asserts or purports to assert matters within the scope of the Release and judgment in the Action. 2.20 At the time appointed by the Court, and no later than fourteen (14) days before the deadline for the filing of Objections to the Settlement set by the Court, Representative Plaintiffs and Class Counsel may, subject to the limitations set forth in this paragraph and paragraph 2.21 below, make written application to the Court for an award of attorneys’ fees not to exceed thirty-three percent (33%) of the Settlement Amount and actual litigation costs incurred in the prosecution of the Action not to exceedtwenty thousand dollars ($20,000), both to be paid from, and not in addition to, the Settlement Amount. Defendants agree only not to file a written opposition to such application, provided that it is in accord with the limitations set forth in this paragraph. Without implication of limitation, Defendants’ agreement not to file a written opposition shall not be construed as an admission, agreement, or concession by Defendants (or any of them) that the attorneys’ fees or litigation costs applied for by Class Counsel are reasonable and/or appropriate. The Parties agree that the Court (and only the Court) shall determine the amount, if any, of the Attorney Fee/Litigation Cost Award in this Action. (A) Class Counsel agree that any application made pursuant to this paragraph will not seek an amount in excess of thirty-three percent (33%) of the Settlement Amount for attorneys’ fees or an amount in excess of twenty thousand dollars ($20,000) for litigation costs actually incurred in the prosecution of the Action. The Attorney Fee/Litigation Cost Award, if any, made by the Court upon application pursuant to this paragraph 2.20 shall be paid from, and not in addition to, the Settlement Amount. (B) In the event the Court awards less than thirty-three percent (33%) of the Settlement Amount in attorneys’ fees as part of the Attorney Fee/Litigation Cost Award, the difference between thirty-three percent (33%) of the Settlement Amount and the amount of the fees portion of the Court’s Attorney Fee/Litigation Cost Award shall remain as part of the Settlement Amount and be subject to distribution according to the terms of the Agreement. In the event the Court awards less than twenty thousand dolalrs ($20,000) of the Settlement Amount in litigation costs actually incurred in the prosecution of the Action as part of the Attorney Fee/Litigation Cost Award, the difference between twenty thousand dollars ($20,000) and the amount of the costs portion of the Court’s Attorney Fee/Litigation Cost Award shall remain as part of the Settlement Amount and be subject to distribution according to the terms of the Agreement. (C) In the event the Court’s Attorney Fee/Litigation Cost Award exceeds thirty-three percent (33%) of the Settlement Amount plus twenty thousand dollars ($20,000), Representative Plaintiffs and Plaintiffs’ Counsel (i) expressly disclaim any and all right to collect the excess or any portion of the excess; (ii) agree, upon demand, to execute a release of any person’s or entity’s obligations to pay such sums; and (iii) agree that the amount of an Attorney Fee/Litigation Cost Award in excess of thirty-three percent (33%) of the Settlement Amount plus twenty thousand dollars ($20,000) shall remain as part of the Settlement Amount and be subject to distribution according to the terms of this Agreement. 2.21 Defendants shall have no liability to (a) Class Counsel, (b) Plaintiffs’ Counsel, (c) any attorney or law firm associated with Class Counsel or party to any agreement (written or oral) with Class Counsel with respect to the prosecution of this Action or any lawsuit against any person or entity concerning or relating to the Refinance Loans, and/or (d) any other person or entity for attorneys’ fees or actual litigation costs relating to the Action and/or the Settlement other than as provided for in this Agreement. In the event that a lawyer, law firm, or other person or entity (other than Class Counsel) seeks an award of attorneys’ fees, costs, expenses or other sums in connection with the Action or the Settlement, Defendants’ attorneys’ fees and costs incurred in connection with any such effort or other attempt to obtain any award, as well as any award resulting from any such effort or other attempt shall be deducted from the Settlement Amount so as to ensure that Defendants’ respective shares of the Settlement Amount are not, under any circumstances, in excess of the one-time eight hundred eighty-eight thousand dollars ($888,000) (for the Bank Defendants) and seven hundred fifty thousand dollars ($750,000) (for the Appraiser Defendants) payments set forth above. 2.22 At the time appointed by the Court, and no later than fourteen (14) days before the deadline for the filing of Objections to the Settlement set by the Court, Representative Plaintiffs and Class Counsel may, subject to the limitations set forth in paragraphs 2.23 and 2.24 below, make written application to the Court for a Class Representative Award in an aggregate amount not to exceed ten thousand dollars ($10,000) (five thousand dollars ($5,000) for ▇▇▇▇▇▇▇ ▇. and ▇▇▇▇ ▇. ▇▇▇▇▇▇ and five thousand dollars ($5,000) for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇). To the extent approved, such an award shall be paid exclusively from, and not in addition to, the Settlement Amount. 2.23 Representative Plaintiffs and Class Counsel agree that any application made pursuant to paragraph 2.22 above will not seek an aggregate amount in excess of ten thousand dollars ($10,000) to be paid to Representative Plaintiffs exclusively from, and not in addition to, the Settlement Amount. Defendants agree not to oppose, or cause to be opposed, any such application provided that it is in accord with the limitations set forth in this paragraph and paragraph 2.22 above. Without implication of limitation, Defendants’ agreement not to file a written opposition shall not be construed as an admission, agreement, or concession by Defendants (or any of them) that the Class Representative Award is reasonable and/or appropriate. The Parties agree that the Court (and only the Court) shall determine the amount, if any, of the Class Representative Award in this Action. 2.24 Representative Plaintiffs and Class Counsel understand and agree that the Court may deny the application for a Class Representative Award or award an aggregate amount less than ten thousand dollars ($10,000). Representative Plaintiffs further agree that their agreement to this Settlement is not conditioned upon the possibility of receiving a Class Representative Award in any amount, and represent that they support this Settlement even in the absence of a Class Representative Award. Representative Plaintiffs and Class Counsel agree that the application for the Class Representative Award will be based upon the work performed by, and risks undertaken by, the Representative Plaintiffs in the prosecution of this Action. Representative Plaintiffs and Class Counsel further agree and represent that the filing of an application for a Class Representative Award is not a condition of Representative Plaintiffs’ decision to support the Settlement or to provide testimony in support of the Settlement. 2.25 In the event that the Court denies, in whole or in part, (a) any application made by Class Counsel pursuant to paragraph 2.20 above; and/or (b) any application made by Representative Plaintiffs and Class Counsel pursuant to paragraph 2.22 above, the remainder of the terms of this Agreement shall remain in effect and such denial or partial denial shall not provide any basis for Class Counsel or Representative Plaintiffs to seek to terminate or void this Agreement. 2.26 The Parties understand and agree (and, to the extent necessary, shall advise the Court) that no Final Approval Order may issue until at least ninety (90) days after the date all notices required under paragraph 2.17 above are served upon the appropriate state and/or federal officials under 28 U.S.C. § 1715. 2.27 At the Court Approval Hearing, Representative Plaintiffs and Class Counsel shall move present sufficient evidence to support the entry of a Final Approval Order, and shall present such evidence as they deem appropriate to support any applications for an Attorney Fee/Litigation Cost Award and/or a Class Representative Award. 2.28 The Parties and Class Counsel agree that Representative Plaintiffs and Class Counsel will submit to Counsel for the Defendants drafts of any motions, memoranda or other materials Representative Plaintiffs and/or Class Counsel intends to submit to the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one at least five (215) days prior to the Objection Deadline. Objectorsdate any such motion, if any, shall file any responses memoranda or other materials are to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Court. The Defendants (or any of them) shall have the right to provide reasonable, good-faith comments on such motions, memoranda, or other materials to the extent any of them deem it necessary, in their sole discretion, to protect their interests in the Settlement. 2.29 If and when the Court gives Final Approval Motion to the Settlement, the Action shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims in the Actions as to the Defendant Released Parties dismissed with prejudice; e. Bar , with all Parties to bear his, her, or its own costs and enjoin the Plaintiff Released Parties from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsattorneys’ fees not otherwise awarded.

Final Approval. By no later than thirty (30) days prior to 4.20 At the Final time set by the Court in advance of the Court Approval Hearing, Plaintiff and Class Counsel shall move the Court to enter the Final a Court Approval Order and Court Approval Judgment. The Court Approval Order proposed by Plaintiff and Class Counsel shall provide that the Court (a) finally approves the Settlement as fair, reasonable, and adequate; (b) determines that all notice and other requirements of law (whether based on statute, rule, or constitutional provision) necessary to effectuate this Settlement have been satisfied; (c) gives the terms of the Settlement final and complete effect; (d) directs the Parties to take all steps necessary to effectuate the Settlement; and (e) enjoins Plaintiff, all members of the Settlement Class (except those who have submitted valid Requests For Exclusion), and Class Counsel from commencing, prosecuting, or assisting in any lawsuit against the Released Persons that asserts or purports to assert matters within the scope of the Release and judgment in the Action. The Court Approval Judgment proposed by Plaintiff and Class Counsel shall provide that the Court approves the Settlement consistent with the terms of this Agreement and dismisses all claims in the Action with prejudice. Class Counsel will share drafts of the proposed Court Approval Order, the proposed Court Approval Judgment, and the motion for entry of the Court Approval Order and Court Approval Judgment at least seven (7) days before filing these documents with the “Final Court, and in the event that Defendant has any objections to the documents, Class Counsel and Defendant’s Counsel will meet and confer in an attempt to resolve any such objections. 4.21 At the time set by the Court in advance of the Court Approval Motion”)Hearing, Plaintiff and Class Counsel will file a written motion for approval of an award of attorneys’ fees and actual litigation costs incurred in the prosecution of the Action. Class Counsel shall move apply for, and Code42 shall not oppose, an award of attorney’s fees, costs and expenses of up to 25% of the Common Fund. ▇▇▇▇▇▇ shall apply for, and Code42 agrees not to oppose, an application for a class representative incentive award not to exceed $2,500 to be paid Plaintiff ▇▇▇▇▇▇ ▇▇▇▇▇▇ from the Common Fund. Plaintiff and Class Counsel will recover attorneys’ fees and costs only from the Common Fund and only upon final court approval of the motion for such fees and costs. 4.22 At the time set by the Court in advance of the Court Approval Hearing, Plaintiff and Class Counsel will file a written motion for approval of Attorneysa Service Payment to Plaintiff. Plaintiff acknowledges that the Court may deny her application for a Service Payment and nonetheless affirms (a) that her agreement to this Settlement is not conditioned upon her receipt of a Service Payment and (b) that she supports this Settlement even if the Court ultimately does not approve a Service Payment to her. Plaintiff and Class Counsel agree that the application for a Service Payment will be based upon the work performed by, and risks undertaken by, the Plaintiff in the prosecution of this Action. Plaintiff will obtain a Service Payment only from the Common Fund and only upon final court approval of the motion for such Service Payment. 4.23 Other than as set forth in this Agreement, Defendant shall have no liability for the payment of fees or costs to Class Counsel or any other attorney or law firm who represents, has represented, claims to represent, or claims to have represented Plaintiff, the Settlement Class, or any member of the Settlement Class with respect to the prosecution of this Action or any other lawsuit against Code42 concerning or relating to claims asserted in the Action or otherwise within the scope of the Release. In the event that a lawyer, law firm or other person or entity, other than Class Counsel, seeks an award of attorneys’ Fees fees, costs, expenses or other sums in connection with the Action or the Settlement, any resulting award shall be paid exclusively by Class Counsel or from the Common Fund, and Expenses not under any circumstance by any additional payment by Code42. 4.24 In the event that the Court denies, in whole or in part, (a) any application made by Class Counsel for attorneys’ fees and costs and/or (b) any application made by Plaintiff and Class Counsel for a Service Awards no later than twenty-one Payment to Plaintiff, the remainder of the terms of this Agreement shall remain in full force and effect; any such denial, whether in whole or in part, shall not provide any basis for Class Counsel or Plaintiff to seek to terminate or void this Agreement. 4.25 The Parties understand and agree (21and, to the extent necessary, shall advise the Court) that the Court Approval Order and Court Approval Judgment may not issue until at least ninety (90) days after the date all notices required under Paragraph 4.08 above are served upon the appropriate state and/or federal officials under 28 U.S.C. § 1715. 4.26 At the Court Approval Hearing, Plaintiff and Class Counsel shall present sufficient evidence to support the entry of a Court Approval Order and Court Approval Judgment, and shall present such evidence as they deem appropriate to support any applications for an award of attorneys’ fees and costs and any application for a Service Payment to Plaintiff. 4.27 The Parties and Class Counsel agree that Plaintiff and Class Counsel will submit to Counsel for the Defendant drafts of any motions, memoranda, or other materials Plaintiff and/or Class Counsel intends to submit to the Court at least seven (7) days prior to the Objection Deadline. Objectorsdate any such motion, if any, shall file any responses memoranda or other materials are to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Court. Code42 shall have the right to provide comments on such motions, memoranda, or other materials, and counsel for Code42 and the Class agree to meet and confer about any disagreements relating to the content of such motions, memoranda, or other materials. 4.28 If and when the Court enters a Court Approval Motion Judgment, the Action shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims in the Actions as to the Defendant Released Parties dismissed with prejudice; e. Bar , with all Parties to bear their or its own costs and enjoin the Plaintiff Released Parties from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsattorneys’ fees not otherwise awarded.

Final Approval. By no later than thirty (30a) The Court shall schedule the Final Fairness Hearing after the 90-day CAFA period expires. (b) Within fourteen (14) days prior to the any Final Approval Hearing, Plaintiff will file with the Court a motion for final approval of the Settlement. Class Counsel will prepare the motion for final approval and will provide Defendants’ Counsel sufficient opportunity to review and agree on the content of the motion before it is filed. (c) In their motion seeking Final Approval, Class Counsel shall move provide the Court a report specifying the due diligence that they and the Administrator have undertaken with regard to enter the dissemination of the Notice; and reporting (to date) on the number of objections, disputes (and status), and Opt-Out Forms submitted. (d) Not later than five (5) court days before any Final Approval Order and Judgment (Hearing, the “Final Approval Motion”)Parties may file, jointly or separately, a reply in support of their joint motion for final approval of the Settlement, in the event any opposition to the joint motion for final approval has been filed. Likewise, Class Counsel shall move may file a reply in support of the Court motion for approval of AttorneysClass Counsel’s attorney’s fees and costs, in the event any opposition to the motion for such attorneys’ Fees and Expenses and Service Awards no fees and/or costs has been filed. (e) Along with the motion for Final Approval, the Parties will present a proposed order for the Court’s entry. (f) As stated above, by the later than of April 8, 2025 or sixty (60) days after the Court enters an order approving the settlement, the Defendants shall wire the Gross Settlement Amount to the Administrator. Within twenty-one (21) days prior to of receipt of the Objection Deadline. Objectorsfunds, if any, the Administrator shall file any responses issue checks to Class Counsel’s motions no later than seventeen , Class Representative, and the Participating Class Members, as set forth herein. Within sixty (1760) days prior after mailing of the settlement checks, the Administrator will provide Class Counsel with a list of Class Members who have not negotiated their settlement checks. Any checks returned undeliverable shall be traced by the Administrator to obtain a new address and be re- mailed by First Class U.S. Mail. (g) The Settlement Administrator shall make payment of Plaintiff's counsel's attorney’s fees and costs, Plaintiff's retaliation damages, and the incentive award to Plaintiff twenty-one (21) days after final Court approval, subject to the Final Approval Hearing. By no later than ten qualified settlement fund funding timing described in Section III above. (10h) days prior Each settlement check sent to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel)who worked for Defendants during the Release Period shall include the following release language on the back of the check: “By negotiating this check, who object I have agreed to join, and be bound by the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims Release Agreement in the Actions as to lawsuit in the Defendant Released Parties with prejudice;lawsuit ▇▇▇▇▇▇▇▇▇ ▇. Los Dos Potrillos, LLC, et al. (Case No.: 23-cv-00162-RM- SBP).” e. Bar and enjoin the Plaintiff Released Parties (i) Upon receipt of negotiated checks from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including who had not previously opted into the collective action, Plaintiff will file the back of the signed checks, or an affidavit from the Administrator with a list of all objectors) Participating Class Members, as evidence of those Settlement Class Members consent to administerjoin the collective action. After Plaintiff has filed the notice of additional opt-ins, supervise, construe, and enforce this Settlement in accordance Plaintiff will dismiss the lawsuit with its termsprejudice.

Final Approval. 10.1 Representative Plaintiffs’ motion for preliminary approval of the Settlement will include a request to the Court for a scheduled date on which the Final Approval Hearing will occur, which shall be sufficiently far in advance to allow for the deadlines contemplated by this Settlement. By no later than thirty (30) 30 days prior to the Final Approval Hearing, Settlement Class Counsel shall file a motion for final approval of the Settlement. Settlement Class Counsel shall move the for Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneysattorneys’ Fees fees, costs, and Expenses expenses and for Service Awards no later than twenty-one (21) 14 days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to At the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of the Court will consider the motion for final approval of the Settlement or Settlement, and Class Counsel’s application for Attorneysattorneys’ Fee fees, costs, and Expenses expenses and for Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Settlement Class Counsel’s request for Attorneys’ Fees and Expenses and Fee Application, costs, expenses, and/or Service Awards, provided the objectors filed timely objections that meet all of the requirements listed in this AgreementSettlement. 8.3 10.2 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgmentgranting Final Approval of the Settlement, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses Fees, costs, expenses, and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis ▇▇▇▇▇▇▇ as set forth in Exhibit B A attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. a) Determine that the Settlement is fair, adequate, and reasonable; b. b) Finally certify the Settlement Class for settlement Settlement purposes only; c. c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. d) Dismiss all claims in the Actions as to the Defendant Released Parties Complaint and Litigation with prejudice; e. e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. f) Release and forever discharge discharged the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis Sincera and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its terms.

Final Approval. By no Within 30 days after Tenant and Landlord have approved the Expansion Discussion Documents, the preliminary cost estimates, the preliminary rents, and the preliminary construction schedule, Landlord shall prepare and deliver to Tenant detailed plans and specifications for the Expansion Space (the "PRELIMINARY EXPANSION PLANS AND SPECIFICATION"), which must be based upon the approved Expansion Discussion Documents (including, without limitation, working drawings, construction drawings, and electrical, plumbing and mechanical drawings), estimated cost estimates, estimated rents, and estimated construction schedule. Tenant may only object to those matters shown on the Preliminary Expansion Plans and Specifications which are inconsistent with or are additions to the approved Expansion Discussion Documents. Tenant must deliver notice of its objections to Landlord within 14 days after Landlord delivers such items to Tenant and Landlord must respond within ten days after Tenant delivers such notice to Landlord. Landlord and Tenant must repeat this process (using the same time periods) until both of them have approved the Preliminary Expansion Plans and Specifications. The Preliminary Expansion Plans and Specifications, as finally approved, are referred to in this Agreement as the "EXPANSION PLANS AND SPECIFICATIONS" and the work shown on such Expansion Plans and Specifications is referred to as the "EXPANSION WORK." After the final Expansion Plans and Specifications have been approved by Landlord and Tenant, Landlord shall enter into a guaranteed maximum price construction contract or, at Tenant's option, another form of contract with a general contractor for the performance of the Expansion Work. Before entering into such contract, however, Landlord and Tenant must consent to the terms thereof At any time before the Expansion Plans and Specifications and the general contract have been approved, Tenant may rescind its expansion election. If Tenant rescinds such election and the final cost estimates or final rents exceed the approved preliminary cost estimates or approved preliminary rents, respectively, by more than 15% or the final construction schedule provides for a substantial completion date that is more than two months later than thirty (30) days prior to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as substantial completion date set forth in Exhibit B attached heretothe approved preliminary construction schedule, then Tenant must pay to Landlord all reasonable costs incurred by Landlord before such rescission and an administrative fee of $3,000 to cover Landlord's overhead costs in connection therewith. Such proposed Final Approval Order and Judgment shall, among If Tenant rescinds such election under any circumstances other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims than those set forth in the Actions as immediately preceding sentence, then Tenant shall pay to the Defendant Released Parties with prejudice; e. Bar and enjoin the Plaintiff Released Parties from asserting any Landlord all reasonable cost incurred by Landlord before such rescission and-an administrative charge of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided $15,000 to cover Landlord's overhead cost in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsconnection therewith.

Final Approval. The Final Approval Hearing shall be scheduled no earlier than one hundred and twenty (120) days after notices are mailed to Settlement Class Members. By no later than thirty fourteen (3014) days prior to the Final Approval Fairness Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, Parties shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, objections and any replies briefs in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service AwardsSettlement. In the Court’s discretion, the Court also may will hear argument at the Final Approval Fairness Hearing from any Settlement Class Members (or their counsel), ) who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and or to the fees, costs, expenses, or Service AwardsAward application, provided the objectors filed timely objections that meet met all of the requirements listed in this AgreementParagraph 7. 8.3 17.1 At or following the Final Approval Fairness Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, granting Final Approval of the Settlement and whether to approve Settlement Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the motion for Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached heretoDefendant. Such proposed Final Approval Order and Judgment shall, among other things: a. a) Determine that the Settlement is fair, adequate, and reasonablereasonable and approve the Settlement pursuant to Pa. Code Rule 1714; b. b) Finally certify the Settlement Class for settlement purposes only; c. c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. Dismiss all claims in d) Enter Final Judgment on the Actions as to the Defendant Released Parties with prejudiceSettlement Agreement; e. e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, as set forth in Paragraph 3.22 and 3.31, including during the pendency of any appeal from the Final ApprovalApproval Order; f. f) Release Defendant and forever discharge the Defendant Released Parties from the Released Claims Claims, as provided set forth in this SettlementParagraph 3.22 and 3.31; and g. g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis Defendant and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.

Final Approval. By no later than thirty (30) days prior to 3.13 At the Final Approval Hearingtime appointed by the Court, Class Counsel shall move the Court to enter the Final Approval Order Representative Plaintiffs and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for entry of the Final Approval Order, which order shall be substantially in the form of Exhibit C hereto, and shall: (a) finally approve the Settlement as fair, reasonable, and adequate; (b) give the terms of the Settlement final and complete effect; (c) finally certify the Settlement Class; (d) find that all requirements of statute, rule, and state and federal Constitutions necessary to effectuate this Settlement have been met and satisfied; and (e) enter final judgment on the merits in the Action. Defendant agrees not to oppose the entry of the Final Approval Order, provided it is substantially in compliance with the form of Exhibit C hereto. Without implication of limitation, Defendant’s agreement not to oppose the entry of the Final Approval Order shall not be an admission or concession by Defendant that a class was appropriate in the Action in the absence of the Settlement or would be appropriate in any other matter, and/or that any relief was appropriate in the Action in the absence of the Settlement or would be appropriate in any other matter. 3.14 [Intentionally left blank]. 3.15 Representative Plaintiffs and Class Counsel have made a written application to the Court for an attorneys’ fee award not to exceed thirty-three percent (33%) of the Settlement Fund, plus expenses. The total amount awarded by the Court shall constitute the Attorney Fee/Litigation Cost Award. Defendant agrees not to oppose, or cause to be opposed, such application provided it is in accord with the limitations set forth in this paragraph and paragraph 3.16 below. To the extent approved, such an Award shall be paid exclusively from, and not in addition to, the Settlement Fund. Also Representative Plaintiffs and Class Counsel have filed their motion seeking final approval of Attorneys’ Fees and Expenses and Service Awards no the settlement. No later than twenty-one sixteen (2116) court days prior to the Objection Deadline. Objectors, if any, shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the continued Final Approval Hearing, responses shall be filed, if any, Representative Plaintiffs and Class Counsel may submit any supplemental papers to any filings by objectors, and any replies the Court in further support of their application for final approval of the Settlement settlement, attorneys’ fee award or Class Counsel’s expenses, and/or application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement a Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The proposed Final Approval Order and Judgment that will be filed with the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims in the Actions as to the Defendant Released Parties with prejudice; e. Bar and enjoin the Plaintiff Released Parties from asserting any of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims Representative Award as provided for in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsparagraph 3.17 below.

Final Approval. By The Final Approval Hearing shall be scheduled no later earlier than thirty ninety (3090) days prior after the CAFA notices are mailed to the Final Approval Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”)ensure compliance with 28 U.S.C. § 1715. Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards By no later than twenty-one (21) days prior to the Objection Deadline. Objectorsdeadline, if any, Plaintiffs shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior and post to the Final Approval HearingSettlement Website any application for attorneys’ fees, costs, and expenses and for the Service Awards. By no later than ten twenty-one (1021) days prior to the Final Approval Hearing, the Parties shall file any responses shall be filed, if any, to any filings by objectors, objections and any replies briefs in support of final approval of the Settlement or and/or Settlement Class Counsel’s application for Attorneysattorneys’ Fee fees, costs, and Expenses expenses and Service Awards. In the Court’s discretion, the Court also may will hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), ) who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and or to the fees, costs, expenses, or Service AwardsAward application, provided the objectors filed timely objections that meet met all of the requirements listed in this AgreementParagraph 8.10. 8.3 6.2.1 At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, granting Final Approval of the Settlement and whether to approve Settlement Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the motion for Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached heretoTransPerfect. Such proposed Final Approval Order and Judgment shall, among other things:; a. (a) Determine that the Settlement is fair, adequate, and reasonablereasonable and approve the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure; b. (b) Finally certify the Settlement Class for settlement purposes only; c. (c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. (d) Dismiss all claims in the Actions as to the Defendant Released Parties Action with prejudice; e. (e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, as set forth in Paragraph 9, including during the pendency of any appeal from the Final ApprovalApproval Order; f. (f) Release TransPerfect and forever discharge the Defendant Released Parties from the Released Claims Claims, as provided set forth in this SettlementParagraph 9; and g. (g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis TransPerfect and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.

Final Approval. By no later than thirty i. The Parties will jointly request that the Court hold a final fairness hearing approximately 120 days after preliminary approval (30subject to the Court’s and the Parties’ availability) to determine whether to grant final approval to the Settlement. ii. At least ten days prior to the Final Approval Hearingfinal approval hearing, Plaintiff and Class Counsel shall move will file an unopposed motion for final approval requesting that the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”)Court: ▇. Class Counsel shall move the Court for ▇▇▇▇▇ final approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. ObjectorsSettlement, if anyfinding that its terms are fair, shall file any responses reasonable, and adequate, and entered into good faith and without collusion; b. Confirm certification of the Settlement Class pursuant to Federal Rule 23, solely for the purposes of this Settlement, in accordance with applicable legal standards and this Agreement; c. Approve disbursement of the Net Settlement Amount to the Settlement Class Members pursuant to this Agreement; d. Approve Class Counsel’s motions no later than seventeen (17) days prior application for a Fee Award pursuant to this Agreement; e. Approve the Service Award; f. Resolve any properly filed objections to the Final Approval HearingSettlement Agreement; g. Approve the Release provided in Section VI and order that, as of the Effective Date, the Releasing Parties will be barred from pursuing Released Claims against the Released Parties as provided in this Agreement; h. Dismiss the claims in the Litigation with prejudice and with each Party to bear their own fees and costs, except as provided for in this Agreement; i. Reserve continuing and exclusive jurisdiction over the Settlement and this Agreement for the purposes of administering, consummating, supervising, construing and enforcing the Settlement Agreement; j. Approve and direct consummation of this Agreement. iii. By no later than ten (10) days prior In their submissions to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, and any replies Court in support of final approval of the Settlement or Settlement, Plaintiff and Class Counsel’s application for Attorneys’ Fee and Expenses and Service Awards. In the Court’s discretion, the Court also may hear argument at the Final Approval Hearing from any Settlement Class Members (or their counsel), who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and Service Awards, provided the objectors filed timely objections that meet all the requirements listed in this Agreement. 8.3 At or following the Final Approval Hearing, the Court Counsel will determine whether to enter the Final Approval Order and Judgment, and whether to approve Class Counsel’s Application for Attorney’s Fees and Expenses and Service Awards. The submit a proposed Final Approval Order and Judgment that will is the same or substantially similar to Exhibit D, subject to agreed-upon revisions or modifications as appropriate or requested by the Court. iv. The final approval order shall not be filed with considered final until the Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached hereto. Such proposed Final Approval Order and Judgment shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class for settlement purposes only; c. Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process requirements; d. Dismiss all claims in the Actions as to the Defendant Released Parties with prejudice; e. Bar and enjoin the Plaintiff Released Parties from asserting any occurrence of the Released Claims, including during the pendency of any appeal from Final Approval; f. Release and forever discharge the Defendant Released Parties from the Released Claims as provided in this Settlement; and g. Reserve the Court’s continuing and exclusive jurisdiction over Arietis and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement in accordance with its termsEffective Date.

Final Approval. The Final Approval Hearing shall be scheduled no earlier than ninety (90) days after notices are mailed to Settlement Class Members. By no later than thirty fourteen (3014) days prior to the Final Approval Fairness Hearing, Class Counsel shall move the Court to enter the Final Approval Order and Judgment (the “Final Approval Motion”). Class Counsel shall move the Court for approval of Attorneys’ Fees and Expenses and Service Awards no later than twenty-one (21) days prior to the Objection Deadline. Objectors, if any, Parties shall file any responses to Class Counsel’s motions no later than seventeen (17) days prior to the Final Approval Hearing. By no later than ten (10) days prior to the Final Approval Hearing, responses shall be filed, if any, to any filings by objectors, objections and any replies briefs in support of final approval of the Settlement or Class Counsel’s application for Attorneys’ Fee and Expenses and Service AwardsSettlement. In the Court’s discretion, the Court also may will hear argument at the Final Approval Fairness Hearing from any Settlement Class Members (or their counsel), ) who object to the Settlement and/or Class Counsel’s request for Attorneys’ Fees and Expenses and or to the fees, costs, expenses, or Service AwardsAward application, provided the objectors filed timely objections that meet met all of the requirements listed in this AgreementParagraph 7. 8.3 17.1 At or following the Final Approval Fairness Hearing, the Court will determine whether to enter the Final Approval Order and Judgment, granting Final Approval of the Settlement and whether to approve Settlement Class Counsel’s Application request for Attorney’s Fees attorneys’ fees, costs, expenses, and Expenses and the Service Awards. The proposed Final Approval Order and Judgment that will be filed with the motion for Final Approval Motion shall be in a form agreed upon by Class Counsel and Arietis as set forth in Exhibit B attached heretoDefendant. Such proposed Final Approval Order and Judgment shall, among other things:; a. a) Determine that the Settlement is fair, adequate, and reasonablereasonable and approve the Settlement pursuant to Pa. Code Rule 1714; b. b) Finally certify the Settlement Class for settlement purposes only; c. c) Determine that the Notice provided satisfied the Federal Rules of Civil Procedure and Due Process due process requirements; d. Dismiss all claims in d) Enter Final Judgment on the Actions as to the Defendant Released Parties with prejudiceSettlement Agreement; e. e) Bar and enjoin the Plaintiff Released Releasing Parties from asserting any of the Released Claims, as set forth in Paragraph 3.22, including during the pendency of any appeal from the Final ApprovalApproval Order; f. f) Release Defendant and forever discharge the Defendant Released Parties from the Released Claims Claims, as provided set forth in this SettlementParagraph 3.22; and g. g) Reserve the Court’s continuing and exclusive jurisdiction over Arietis Defendant and all Settlement Class Members (including all objectors) to administer, supervise, construe, and enforce this Settlement Agreement in accordance with its terms.