Common use of Preliminary Approval Clause in Contracts

Preliminary Approval. 67. As soon as practicable following execution of this Agreement, Class Counsel shall move the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto), for the purposes of, among other things: (a) preliminarily approving the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Class.

Preliminary Approval. 67. As soon as practicable following execution of this Agreement, Class Counsel shall The Parties will move the Court for entry of the Preliminary Approval Order (in substantially in the form of attached as Exhibit C hereto)C, for the purposes of, among other thingswhich shall specifically include provisions that: (a) preliminarily approving approve the Settlement memorialized reflected in this Agreement as being sufficiently fair, adequate and reasonable to the Settlement Class, and within the reasonable range of reasonableness such that the Class Notice should be provided pursuant to this Agreementpossible final approval; (b) finding that the requirements for provisional certification of certify the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, only and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives appoint Plaintiffs as class representatives and Class Counsel as counsel for the Settlement Class for settlement purposes only; (c) approve the forms of Class Notice and find that the Notice Program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement Class and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23; (d) direct that notice be provided to the Settlement Class, in accordance with this Agreement; (e) establish a procedure for Settlement Class Members to object to the Settlement or exclude themselves from the Settlement Class, and set the Opt-Out and Objection Deadline; (f) approve the Claim Form substantially in the form attached as Exhibit B and the claims process described in this Agreement; (g) pending final determination of whether the Settlement should be approved, bar and preliminarily enjoin all Settlement Class Members, directly, on a representative basis or in any other capacity, from commencing, prosecuting, intervening in, or participating as a plaintiff or class member in any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims against any of the Released Parties; (h) pending final determination of whether the Settlement should be approved, stay all proceedings in the Action except those related to effectuation of the Settlement; (i) approve and appoint a Claims Administrator to perform the tasks as set forth in this Agreement; (j) provide that no discovery (except for reasonable confirmatory discovery requested by Class Counsel) with regard to the Settlement Agreement or the proposed Settlement and its administration shall be permitted by any Settlement Class Member or any other Person, other than as may be directed by the Court upon a proper showing seeking such discovery by motion properly filed with this Court, noticed and served in accordance with the governing rules of procedure; (k) schedule a hearing on Final Approval of the Settlement, which shall be scheduled no earlier than fourteen (14) days after the Opt-Out and Objection Deadline and provide that this hearing may, from time to time without further notice to the Settlement Class, be continued or adjourned by order of the Court; and (ol) approving approve the appointment Tolling Letters to be sent by the GEICO COMPANIES in response to notices of intent to initiate litigation under Chapter 627 of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order Florida Statutes or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), civil remedies notices under Chapter 624 of the Florida Statutes received from Settlement Class.Class Members on or after the date of preliminary approval substantially in the form attached as Exhibit E.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the requirements for provisional certification any objections to any aspect of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed at least fourteen (14) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following execution reasonably possible and subject to any relevant Court Order, the Class Representatives, through Class Counsel, shall file with the Court motions seeking preliminary approval of this Agreement, Class Counsel shall move the Court Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class as a non-opt out class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Short Form Postcard Settlement Notice for mailing to Class Members and the Long Form Settlement Notice to be posted on the Settlement Website; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Short Form Postcard Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the requirements for provisional certification any objections to any aspect of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member; and Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement ClassCourt.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e- mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed or postmarked at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not oppose these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: (a) preliminarily approving Grant the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant motion to this Agreement; (b) finding that the requirements for provisional maintain certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes onlyonly under Fed. R. Civ. P. 23(b)(1); (d) setting a date Approve the text of the Settlement Notice for a Final Approval Hearingmailing or sending by electronic means to Class Members; (e) approving Determine that under Fed. R. Civ. P. 23(c)(2), the proposed Class Notice that is attached hereto as Exhibit ASettlement Notices constitute the best notice practicable under the circumstances, provide due and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the sufficient notice of the Settlement Fairness Hearing and of the Final Approval Hearingrights of all Class Members, as set forth in this Agreementand comply fully with the requirements of Fed. R. Civ. P. 23, complies with all legal requirements, including but not limited to the Due Process Clause Constitution of the United States ConstitutionStates, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (g120) providing that any Objection days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member to the certification may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Class and Released Claims against Defendants, the proposed Settlement set forth in this AgreementReleased Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed or postmarked at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the requirements for provisional certification any objections to any aspect of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that, under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes the best notice practicable under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only if, on or before if they have been filed validly with the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to Clerk of the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which copies provided to Class Counsel shall file and serve all papers in support Defense Counsel. To be filed validly, the objection and any notice of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response intent to any valid and timely Objections; (i) providing that all Settlement Class Members will participate or supporting documents must be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion filed or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Class.postmarked at least thirty

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not object to these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that, under Fed. R. Civ. P. 23(c)(2), the Settlement Notice constitutes the best notice practicable under the circumstances, provides due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and complies fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e- mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed or postmarked at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following execution reasonably possible and subject to any relevant Court Order, the Class Representatives, through Class Counsel, shall file with the Court motions seeking preliminary approval of this Agreement, Class Counsel shall move the Court Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form attached hereto as Exhibit C. Defendants will not object to the relief sought in these motions even if they do not agree with all averments of Exhibit C hereto)the pleadings filed in support of Plaintiffs’ Motion for Preliminary Approval of Settlement, for so long as they are consistent with the purposes ofterms herein. The Preliminary Approval Order to be presented to the Court shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred twenty (120) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the requirements for provisional certification any objections to any aspect of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed at least (14) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court and/or be heard by Zoom or other United States District Court sanctioned videoconference methodologies; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following Promptly upon full execution of this Settlement Agreement, Class Counsel and no later than any applicable deadline set by the Court, Plaintiff shall move the Case 2:14-cv-01855-GW-GJS Document 112-1 Filed 12/27/19 Page 19 of 80 Page ID #:5813 Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto), A hereto for the purposes of, among other things: (a) preliminarily approving the Settlement memorialized in this Settlement Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to in accordance with the terms of this Settlement Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes onlyherein; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit Adescribed in Section 4.2 herein, and authorizing directing its dissemination to Settlement Class Members in accordance with the terms of this Settlement Agreement; (f) determining that the notice Notice of the Settlement and of the Final Approval Hearing, as set forth in this Settlement Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection objections by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth contained in this Settlement Agreement, and/or the entry of the Final Approval OrderOrder and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service award, shall be heard and any papers submitted in support of said Objection objections shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Paragraph 85 Section 4.6 of this Settlement Agreement; (h) establishing dates by which Settlement Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file Settlement and serve all papers in support of the Fee Application their application for attorneys’ fees, costs, and the Service Payment Applicationservice award, and by which the Parties shall file and serve all papers in response to any valid and timely Objectionsobjections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in within the Settlement Class definition wishing to exclude themselves from the Settlement Class will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request Request for Exclusion to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the SettlementSettlement Class; (l) directing the Parties, pursuant to the terms and conditions of this Settlement Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Settlement Agreement for mailing dissemination of the Class Notice, opting out of requesting exclusion from the Settlement Class or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing the Settlement Class Representatives as class representatives Representative and Settlement Class Counsel as counsel for the Settlement ClassCounsel; and (o) approving the appointment of the Settlement AdministratorAdministrator and the Calculation Advisor; and (p) enjoining the litigation or prosecution of all claims that will be released by the Settlement. For purposes of Settlement only, Defendants Bank of America will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. Federal Rule of Civil Procedure 23(b)(3), of the Settlement Class. Plaintiff and Settlement Class Counsel shall submit this Settlement Agreement to the Court and request entry of the Preliminary Approval Order. Entry of the material terms of the proposed Preliminary Approval Order set forth in Exhibit A is a material term of this Settlement Agreement.

Preliminary Approval. 67. As soon as practicable following Promptly after the execution and delivery of this AgreementAgreement by all parties, provided that the Xxxxxx Case remains stayed, the Settlement Class Counsel shall Representatives will move the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto)Order, for the purposes of, among other thingswhich shall specifically include provisions that: (a) preliminarily approving approve the Settlement memorialized in this Agreement reflected herein as being fair, adequate and reasonable to the Settlement Class, and within the reasonable range of reasonableness such that the Class Notice should be provided pursuant to this Agreementpossible final approval; (b) finding that the requirements for provisional certification of conditionally certify the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, only and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and appoint Class Counsel as counsel for the Settlement Class for settlement purposes only; (c) approve the forms of New Class Notice and find that the notice program set forth herein constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the Settlement Class and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23; (d) direct that New Class Notice be provided to the Settlement Class, in accordance with this Agreement, within forty-five (45) days following receipt of the entered Preliminary Approval Order by NCG’s counsel (the “Notice Deadline”); (e) establish a procedure for Settlement Class Members to object to the Settlement or exclude themselves from the Settlement Class, and set a date sixty (60) days after the Notice Deadline, after which no one shall be allowed to object to the Settlement or exclude himself or herself from the Settlement Class or seek to intervene in the Action (the “Opt Out and Objection Deadline”); (f) approve the Claim Form and the payment process described herein; (g) pending final approval of the Settlement, bar all Settlement Class Members, directly or indirectly, on a representative basis, or in any other capacity from commencing or prosecuting against any of the Released Parties any action, arbitration or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims; (h) pending final approval of the Settlement, stay all proceedings in the Xxxxx Case except those related to the effectuation of the Settlement; and (oi) approving the appointment schedule a hearing on final approval of the Settlement Administrator. For purposes of Settlement onlySettlement, Defendants will not oppose which shall be scheduled no earlier than forty-five (45) days after the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement ClassOpt-Out and Objection Deadline.

Preliminary Approval. 67. As soon as practicable following execution reasonably possible and subject to any relevant Court Order, the Class Representatives, through Class Counsel, shall file with the Court a motion seeking preliminary approval of this Agreement, Class Counsel shall move the Court Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form attached hereto as Exhibit C. Defendants will not object to the relief sought in this motion even if they do not agree with all averments of Exhibit C hereto)the pleadings filed in support of Plaintiffs’ Motion for Preliminary Approval of Settlement, for so long as they are consistent with the purposes ofterms herein. The Preliminary Approval Order to be presented to the Court shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail the Settlement Notice to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper. With respect to current participants in the Plans, who are either active employees or who have provided the recordkeeper with an email address, Notice may be sent by email only; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than ninety (90) calendar days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding the Court should enter the Final Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that the requirements for provisional certification any objections to any aspect of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court. To be filed validly, on the objection and any notice of intent to participate or before supporting documents must be filed at least (14) calendar days prior to the date(s) specified in scheduled Fairness Hearing. Any Person wishing to speak at the Class Notice and Preliminary Approval Order, such objector submits to Fairness Hearing shall file with the Clerk of the Court a written objectionnotice of intent to participate within the time limitation set forth above; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, and otherwise complies with without further direct notice to the requirements in Paragraph 85 of this Agreement; (h) establishing dates Class Members, other than by which notice to Class Counsel shall file and serve all papers in support Counsel, be adjourned or continued by order of the application for final approval of the Settlement, Court and/or be heard by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely ObjectionsZoom or other United States District Court sanctioned videoconference methodologies; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Class.and

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of Exhibit C hereto), for attached hereto as Exh bit C. Defendants will not object to these motions The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first class mail and/or e mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper thirty (30) calendar days after the entry of the Preliminary Approval Order Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) calendar days of entry of the Preliminary Approval by all Former Participants, and Beneficiaries or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred forty ( 40 calendar days after the date the otion for ntry of the Preliminary Approval Order is filed, in order to determine whether (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of t e Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only if, on or before if they have been filed validly with the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to Clerk of the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which copies provided to Class Counsel and Defense Counsel. To be filed validly, the objection and any notice of intent to participate or supporting documents must be filed or postmarked at least thirty ( 0) calendar days prior tothe scheduled Fairness Hearing. Any Person wishing to speak at the Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen calendar days (15) before the Fairness Hearing Provide that any party may file a response to an objection by a Class Member at least (7) calendar days before the Fairness Hearing Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representative, through Class Counsel, shall move file with the Court a motion seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not oppose this motion. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: (a) preliminarily approving Approve the selection of Settlement memorialized in this Agreement as being within Administrator and Escrow Agent; Grant the range of reasonableness such that the Class Notice should be provided pursuant motion to this Agreement; (b) finding that the requirements for provisional maintain certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes onlyunder Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice (dincluding the Former Participant Claim Form) setting a date for a Final Approval Hearingmailing or sending by electronic means to Class Members; (e) approving Determine that under Fed. R. Civ. P. 23(c)(2), the proposed Class Notice that is attached hereto as Exhibit ASettlement Notices and the Former Participant Claim Form constitute the best notice practicable under the circumstances, provide due and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the sufficient notice of the Settlement Fairness Hearing and of the Final Approval Hearingrights of all Class Members, as set forth in this Agreementand comply fully with the requirements of Fed. R. Civ. P. 23, complies with all legal requirements, including but not limited to the Due Process Clause Constitution of the United States ConstitutionStates, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (g120) providing that any Objection days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member to the certification may directly, through a Representative, or in any other capacity, commence or prosecute any action or proceeding in any court or tribunal asserting any of the Class and Released Claims against Defendants, the proposed Settlement set forth in this AgreementReleased Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) the Court should approve the Settlement as fair, reasonable, and adequate; (b) the Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Litigation Expenses, Class Representative’s Case Contribution Award, and Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed or postmarked at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following Promptly upon full execution of this Settlement Agreement, Class Counsel Plaintiffs shall move move, or otherwise request that, the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto)J to this Settlement Agreement, for the purposes of, among other things: (a) preliminarily approving the Settlement settlement memorialized in this Settlement Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to in accordance with the terms of this Settlement Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes onlyherein; (d) setting a date for a Final Approval Fairness Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit Aprogram described in Section VI herein (including the proposed forms and methods of notice), and authorizing directing its dissemination to Settlement Class Members in accordance with the terms of this Settlement Agreement; (f) determining that the notice of the Settlement and of the Final Approval HearingNotice program, as set forth in this Settlement Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) approving the proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (h) providing that any Objection objections by any Settlement Class Member to the certification of the Class and the proposed this Settlement set forth in this Agreement, and/or the entry of the Final Approval OrderOrder and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said Objection objections shall be considered by the Court at the Final Approval Fairness Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Paragraph 85 Section VIII of this Settlement Agreement; (hi) establishing dates by which Settlement Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file Settlement and serve all papers in support of the Fee Application their application for attorneys’ fees, costs, and the Service Payment Applicationservice awards, and by which the Parties shall file and serve all papers in response to any valid and timely Objectionsobjections; (ij) providing that all Settlement Class Members who do not submit timely and valid requests for exclusion will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice Order and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement AdministratorJudgment; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the SettlementSettlement Class; (l) directing the Parties, pursuant to the terms and conditions of this Settlement Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Settlement Agreement for mailing dissemination of the Class Notice, opting out of requesting exclusion from the Settlement Class or objecting to the Settlement, and filing papers in connection with the Final Approval Fairness Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Class.;

Preliminary Approval. 67. As soon as practicable following Promptly upon full execution of this Settlement Agreement, Class Counsel Plaintiffs shall move the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto)H to this Settlement Agreement, for the purposes of, among other things: (a1) preliminarily approving the Settlement settlement memorialized in this Settlement Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to in accordance with the terms of this Settlement Agreement; (b2) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c3) certifying the Settlement Class as defined herein for settlement purposes onlyherein; (d4) setting a date for a Final Approval Fairness Hearing; (e5) approving the proposed Class Notice that is attached hereto as Exhibit Aprogram described in Section VI herein (including the proposed forms and methods of notice), and authorizing its directing dissemination of Notice to the Settlement Class Members in accordance with the terms of this Settlement Agreement; (f6) determining that the notice of the Settlement and of the Final Approval HearingNotice program, as set forth in this Settlement Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g7) approving the proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (8) providing that any Objection objections by any Settlement Class Member to the certification of the Class and the proposed this Settlement set forth in this Agreement, and/or the entry of the Final Approval OrderOrder and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said Objection objections shall be considered by the Court at the Final Approval Fairness Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Paragraph 85 Section VIII of this Settlement Agreement; (h9) establishing dates by which Settlement Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file Settlement and serve all papers in support of the Fee Application their application for attorneys’ fees, costs, and the Service Payment Applicationservice awards, and by which the Parties shall file and serve all papers in response to any valid and timely Objectionsobjections; (i10) providing that all Settlement Class Members who do not submit timely and valid requests for exclusion will be bound by the Final Approval OrderOrder and Judgment; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k11) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the SettlementSettlement Class; (l12) directing the Parties, pursuant to the terms and conditions of this Settlement Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m13) setting deadlines consistent with this Settlement Agreement for mailing dissemination of the Class Notice, opting out of requesting exclusion from the Settlement Class or objecting to the Settlement, and filing papers in connection with the Final Approval Fairness Hearing; (n14) appointing the Settlement Class Representatives as class representatives and Settlement Class Counsel as counsel for the Settlement ClassCounsel; and (o15) approving the appointment of the Settlement Administrator. For purposes ; and (16) enjoining the litigation or prosecution of Settlement only, Defendants all claims that will not oppose be released by the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement ClassSettlement.

Preliminary Approval. 67. As soon as practicable following Promptly upon full execution of this Settlement Agreement, Class Counsel Plaintiffs shall move the Court for entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto)J to this Settlement Agreement, for the purposes of, among other things: (a) preliminarily approving the Settlement settlement memorialized in this Settlement Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to in accordance with the terms of this Settlement Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes onlyherein; (d) setting a date for a Final Approval Fairness Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit Aprogram described in Section VI herein (including the proposed forms and methods of notice), and authorizing directing its dissemination to Settlement Class Members in accordance with the terms of this Settlement Agreement; (f) determining that the notice of the Settlement and of the Final Approval HearingNotice program, as set forth in this Settlement Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) approving the proposed Claim Form and Claims Process, and directing that the Claim Process be implemented pursuant to the terms of this Settlement Agreement; (h) providing that any Objection objections by any Settlement Class Member to the certification of the Class and the proposed this Settlement set forth in this Agreement, and/or the entry of the Final Approval OrderOrder and Judgment, or to Settlement Class Counsel’s request for attorneys’ fees, costs, or service awards, shall be heard and any papers submitted in support of said Objection objections shall be considered by the Court at the Final Approval Fairness Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements for objections set forth in Paragraph 85 Section VIII of this Settlement Agreement; (hi) establishing dates by which Settlement Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file Settlement and serve all papers in support of the Fee Application their application for attorneys’ fees, costs, and the Service Payment Applicationservice awards, and by which the Parties shall file and serve all papers in response to any valid and timely Objectionsobjections; (ij) providing that all Settlement Class Members who do not submit timely and valid requests for exclusion will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice Order and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement only, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Class.Judgment;

Preliminary Approval. 67. As soon as practicable following Within a reasonable time after execution of this AgreementSettlement Agreement by the Parties, Class Counsel Plaintiff shall move apply to the Court for the entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto), for the purposes of, among other thingsan Order: (a) preliminarily approving the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) Conditionally certifying the Settlement Class as defined herein for settlement purposes onlyof this Settlement Agreement; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit AAppointing Xxxx X. Xxxxxx of Xxxxxx Law Group, APC and Xxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxx, and authorizing its dissemination to Settlement Romina Tamiry of Xxxxxx Law, APC as Class Members in accordance with the terms of this AgreementCounsel; (f) determining that the notice of the Settlement and of the Final Approval Hearing, Appointing Xxxxxxxxx Xxxxxxxx as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel Representative for the Settlement Class; Approving Phoenix Settlement Administrators as Settlement Administrator; Preliminarily approving this Settlement Agreement and (o) approving its terms as fair, reasonable, and adequate; Approving the appointment form and content of the Notice Packet (which is comprised of the Notice of Pendency of Class Action and Settlement Administratorand Notice of Individual Settlement Award, drafts of which are attached collectively hereto as Exhibit A), and directing the mailing of same; Staying all other proceedings in the Action until Final Approval; and Scheduling a Final Approval hearing. For purposes of Settlement only, Defendants will not oppose the The Preliminary Approval Order or shall be substantially the certification, pursuant to Fed. R. Civ. P. 23(b)(3), same as the proposed order attached as Exhibit C. Class Counsel must draft the preliminary approval papers and give Defendants’ counsel a draft of the Settlement Classpapers to review at least five (5) calendar days before the filing deadline. Defendants shall be permitted, but not required, to file their own brief or statement in support of Preliminary Approval. Defendants agree not to file an opposition to the Motion for Preliminary Approval or Motion for Final Approval.

Preliminary Approval. 67. As soon as practicable following execution of this Agreement2.01 This Settlement Agreement must be fully executed on or before January 4, Class 2022, so that, before the Case Management Conference with Judge Xxxxxx on January 12, 2022, Plaintiff’s Counsel shall can move the Court to enter an order for entry of the Preliminary Approval Order (substantially in the form of Exhibit C heretoA hereto (“Preliminary Approval Order”), for the purposes of, among other things: which shall (a) preliminarily approving approve the Settlement memorialized in this Settlement Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of provisionally approve the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein Class, for settlement purposes only; (dc) setting a date for a Final Approval Hearing; (e) approving conditionally designate Representative Plaintiff as the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice representative of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Plaintiff’s Counsel as counsel for the Settlement Class; (d) set a date for a final approval hearing (“Court Approval Hearing”); (e) approve the proposed Class Notice attached hereto as Exhibit B and authorize its dissemination to the Settlement Class members; (f) continue the stay of all proceedings and deadlines in the Action, which are not related to effectuating the Settlement, until the Final Approval hearing; (g) set deadlines consistent with this Agreement for emailing the Class Notice, filing objections, filing motions, and filing papers required for the Final Approval hearing; and (oh) approving prohibit and preliminarily enjoin Representative Plaintiff, all Settlement Class Members, Class Counsel, and Plaintiff’s Counsel from commencing, prosecuting, or assisting in any lawsuit against the appointment Released Persons that asserts or purports to assert matters within the scope of the Settlement Administrator. For purposes Release during the time between entry of Settlement only, Defendants will not oppose the Preliminary Approval Order or and the certification, pursuant Court’s decision on the request for Final Approval. Defendants agree not to Fed. R. Civ. P. 23(b)(3), oppose the request the entry of the Settlement ClassPreliminary Approval Order, provided it is substantially in the form of Exhibit A attached hereto.

Preliminary Approval. 67. 2.01 As soon as practicable following possible after the execution of this Agreement, and in no event later than _______________, 2007 (unless the date is extended by agreement or Court order), Class Counsel shall move the Court for entry of the Preliminary Approval Order (an order substantially in the form of Exhibit C hereto), for the purposes of, among other things: D hereto (a) preliminarily approving the Settlement memorialized in this Agreement as being within fair, reasonable and adequate, including the range material terms of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only, and as defined herein; (dc) setting a date for a Final Approval final approval hearing (“Fairness Hearing”); (ed) approving the proposed Class Notice that is attached hereto as Exhibit AB, and authorizing its dissemination to Settlement Class Members as set forth in accordance with the terms Agreement; (e) approving the proposed form of Publication Notice that is attached as Exhibit E, and authorizing its publication as set forth in this Agreement; (f) determining approving the requirement that Class Members file a claim form in order to obtain a Settlement Benefit, and the notice form of the Settlement and of the Final Approval Hearing, Claim Form attached as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States ConstitutionExhibit A; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notices, publication of the Publication Notice, submission of Claim Forms, filing of objections, filing of motions to intervene, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Fairness Hearing, and the consideration of the approval or disapproval of the Settlement; (nh) appointing Settlement Class Representatives confirming the appointment of Xxxxx X. and Xxxxx X. XxXxxx and Xxxxx X. and Xxxxxxx X. Xxxxx as class representatives and Class Counsel as counsel for the Settlement Class; and (oi) approving the appointment of appointing the Settlement Administrator. For purposes of Settlement only, Defendants First Horizon will not oppose the entry of the Preliminary Approval Order or order, provided that it is substantially in the certification, pursuant to Fed. R. Civ. P. 23(b)(3), form of the Settlement ClassExhibit D hereto.

Preliminary Approval. 67. As soon as practicable following reasonably possible upon the full execution of this AgreementSettlement Agreement by the Settling Parties, the Class Counsel Representatives, through Class Counsel, shall move file with the Court motions seeking preliminary approval of this Settlement Agreement and for entry of the Preliminary Approval Order (in substantially in the form of attached hereto as Exhibit C hereto), for C. Defendants will not take a position on these motions. The Preliminary Approval Order to be presented to the purposes ofCourt shall, among other things: Grant the motion to certify the Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(b)(1); Approve the text of the Settlement Notice for mailing or sending by electronic means to Class Members; Determine that under Fed. R. Civ. P. 23(c)(2), the Settlement Notices constitute the best notice practicable under the circumstances, provide due and sufficient notice of the Fairness Hearing and of the rights of all Class Members, and comply fully with the requirements of Fed. R. Civ. P. 23, the Constitution of the United States, and any other applicable law; Cause the Settlement Administrator to send by first-class mail and/or e-mail the Settlement Notice and Former Participant Claim Form to each Class Member identified by the Settlement Administrator based upon the data provided by the Plan’s Recordkeeper; Provide that the Former Participant Claim Form must be returned to the Settlement Administrator within one hundred and twenty (120) days after entry of the Preliminary Approval Order, by any Former Participants, Beneficiaries, or Alternate Payees who do not have Active Accounts, who wish to receive the benefits of this Settlement; Provide that, pending final determination of whether the Settlement Agreement should be approved, no Class Member may directly, through Representatives, or in any other capacity, commence any action or proceeding in any court or tribunal asserting any of the Released Claims against Defendants, the Released Parties, and/or the Plan; Set the Fairness Hearing for no sooner than one hundred and forty (140) days after the date the motion for entry of the Preliminary Approval Order is filed, in order to determine whether: (a) preliminarily approving the Court should approve the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreementfair, reasonable, and adequate; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of Court should enter the Final Approval Order; and (c) the Court should approve the application for Attorneys’ Fees and Costs, Class Representatives’ Case Contribution Awards, Administrative Expenses incurred to date, and a reserve for anticipated future Administrative Expenses; Provide that any objections to any aspect of the Settlement Agreement shall be heard heard, and any papers submitted in support of said Objection objections shall be considered considered, by the Court at the Final Approval Fairness Hearing only ifif they have been filed validly with the Clerk of the Court and copies provided to Class Counsel and Defense Counsel. To be filed validly, on the objection and any notice of intent to participate or before the date(ssupporting documents must be filed or postmarked at least thirty (30) specified in the Class Notice and Preliminary Approval Order, such objector submits calendar days prior to the Court a written objection, and otherwise complies with scheduled Fairness Hearing. Any Person wishing to speak at the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel Fairness Hearing shall file and serve all papers in support a notice of intent to participate fifteen days (15) before the Fairness Hearing; Provide that any party may file a response to an objection by a Class Member at least seven (7) calendar days before the Fairness Hearing; Provide that the Fairness Hearing may, without further direct notice to the Class Members, other than by notice to Class Counsel, be adjourned or continued by order of the application for final approval Court; and Approve the form of the Settlement, by which Class Counsel shall file CAFA Notice attached as Exhibit E and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing order that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for upon mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel for the Settlement Class; and (o) approving the appointment of the Settlement Administrator. For purposes of Settlement onlyCAFA Notices, Defendants will not oppose the Preliminary Approval Order or the certification, pursuant to Fed. R. Civ. P. 23(b)(3), of the Settlement Classshall have fulfilled their obligations under CAFA.

Preliminary Approval. 67. As soon as practicable following 2.01 Within ten (10) days after the execution of this AgreementSettlement Agreement by Class Counsel and Defendants, Class Counsel shall move the Court to enter an order for entry of the Preliminary Approval Order (substantially in the form of Exhibit C heretoB attached hereto (“Preliminary Approval Order”), for the purposes of, among other things: which order shall (a) preliminarily approving approve the Settlement memorialized in this Settlement Agreement as being within fair, reasonable, and adequate, including the range material terms of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (b) finding that the requirements for provisional certification of provisionally approve the Settlement Class have been satisfied; (c) certifying the Settlement Class Class, as defined herein herein, for settlement purposes only; (c) conditionally designate Representative Plaintiffs as the representatives of the Settlement Class and Class Counsel as counsel for the Settlement Class; (d) setting set a date for a final approval hearing (“Court Approval Hearing”); (e) approve the proposed Class Notice in the form attached hereto as Exhibit C and authorize its dissemination to the Class Members; (f) continue the stay of all proceedings and deadlines in the Action, excepting only those proceedings related to the Settlement, pending the Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit A, and authorizing its dissemination to Settlement Class Members in accordance with the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out the filing of or objecting to objections, the Settlementfiling of motions, the submission of requests for exclusion from the Class, and the filing of papers in connection with the Final Court Approval Hearing; (nh) appointing Settlement Class Representatives as class representatives appoint and Class Counsel as counsel for approve the Settlement ClassAdministrator; and (oi) approving prohibit and preliminarily enjoin Representative Plaintiffs, all Class Members (excepting those who are Successful Opt-Outs), Class Counsel, and Plaintiffs’ Counsel from commencing, prosecuting, or assisting in any lawsuit against the appointment Released Persons that asserts or purports to assert matters within the scope of the Settlement Administrator. For purposes Release during the time between entry of Settlement only, Defendants will not oppose the Preliminary Approval Order or and final determination by the certification, pursuant Court regarding whether to Fedfinally approve the Settlement in this Action. R. Civ. P. 23(b)(3), Defendants agree not to oppose the entry of the Settlement ClassPreliminary Approval Order, provided it is substantially in the form of Exhibit B attached hereto. Without implication or limitation, Defendants’ agreement not to oppose the entry of the Preliminary Approval Order shall not be an admission or concession by Defendants (or any of them) that a class was appropriate in the Action or would be appropriate in any other matter, and/or that any relief was appropriate in the Action, for litigation or for settlement purposes, or would be appropriate in any other matter.

Preliminary Approval. 67. As soon as practicable following 4.01 Within thirty (30) days after the execution of this Settlement Agreement, Class Counsel shall move the Court for entry of an order certifying the Settlement Class and for a Preliminary Approval Order. The Preliminary Approval Order (substantially in shall provide that the form of Exhibit C hereto), for the purposes of, among other things: Court (a) preliminarily approving approves the terms and conditions of this Settlement memorialized in this Agreement as being within the range of reasonableness such that a fair, reasonable, and adequate settlement; (b) sets a date for a Court Approval Hearing; (c) approves the proposed Class Notice in the form attached hereto as Exhibit A and authorizes its dissemination to the Class Notice should be provided pursuant to the terms of this Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) certifying the Settlement Class as defined herein for settlement purposes only; (d) setting a date for a Final Approval Hearing; (e) approving approves the proposed Class Postcard Notice that is in the form attached hereto as Exhibit A, B and authorizing authorizes its dissemination to Settlement the Class Members in accordance with pursuant to the terms of this Agreement; (f) determining that the notice of the Settlement and of the Final Approval Hearing, as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting sets deadlines consistent with this Agreement for mailing distribution of the Class Notice, opting out the publication of or objecting the Publication Notice, the filing of Objections, the filing of motions, the submission of Requests For Exclusion, the filing of an application by Class Counsel for fees and costs, the filing of an application by Class Counsel for a Service Payment to the SettlementPlaintiff, and the filing of any other papers in connection with the Final Court Approval Hearing; (ng) appointing appoints and approves the Settlement Administrator; and (h) prohibits and preliminarily enjoins Plaintiff, all members of the Settlement Class Representatives as class representatives (excepting those who submit Requests For Exclusion), and Class Counsel as counsel for from commencing, prosecuting, or assisting in any lawsuit against the Settlement Class; and (o) approving Released Persons that asserts or purports to assert matters within the appointment scope of the Settlement Administrator. For purposes Release during the time between entry of Settlement only, Defendants will not oppose the Preliminary Approval Order or and final determination by the certification, pursuant Court regarding whether to Fedgrant final approval to the Settlement. R. Civ. P. 23(b)(3), Class Counsel will share drafts of the motions for certification of the Settlement ClassClass and for the Preliminary Approval at least seven (7) days before filing these motions with the Court, and in the event that Defendant has any objections to the motions, Class Counsel and Defendant’s Counsel will meet and confer in an attempt to resolve any such objections.

Preliminary Approval. 67. As soon as practicable following Within a reasonable time after execution of this AgreementSettlement Agreement by the Parties, Class Counsel Plaintiff shall move apply to the Court for the entry of the Preliminary Approval Order (substantially in the form of Exhibit C hereto), for the purposes of, among other thingsan Order: (a) preliminarily approving the Settlement memorialized in this Agreement as being within the range of reasonableness such that the Class Notice should be provided pursuant to this Agreement; (b) finding that the requirements for provisional certification of the Settlement Class have been satisfied; (c) Conditionally certifying the Settlement Class as defined herein for settlement purposes onlyof this Settlement Agreement; (d) setting a date for a Final Approval Hearing; (e) approving the proposed Class Notice that is attached hereto as Exhibit AAppointing Xxxx X. Xxxxxx of Xxxxxx Law Group, APC and Xxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxx, and authorizing its dissemination to Settlement Xxxxxx Xxxxxx of Xxxxxx Law, APC as Class Members in accordance with the terms of this AgreementCounsel; (f) determining that the notice of the Settlement and of the Final Approval Hearing, Appointing Xxxxxxxxx Xxxxxxxx as set forth in this Agreement, complies with all legal requirements, including but not limited to the Due Process Clause of the United States Constitution; (g) providing that any Objection by any Settlement Class Member to the certification of the Class and the proposed Settlement set forth in this Agreement, and/or the entry of the Final Approval Order, shall be heard and any papers submitted in support of said Objection shall be considered by the Court at the Final Approval Hearing only if, on or before the date(s) specified in the Class Notice and Preliminary Approval Order, such objector submits to the Court a written objection, and otherwise complies with the requirements in Paragraph 85 of this Agreement; (h) establishing dates by which Class Counsel shall file and serve all papers in support of the application for final approval of the Settlement, by which Class Counsel shall file and serve all papers in support of the Fee Application and the Service Payment Application, and by which the Parties shall file and serve all papers in response to any valid and timely Objections; (i) providing that all Settlement Class Members will be bound by the Final Approval Order; (j) providing that persons in the Settlement Class wishing to exclude themselves from the Settlement will have until the date specified in the Class Notice and the Preliminary Approval Order to submit a valid written exclusion or opt-out request to the Settlement Administrator; (k) providing a procedure for persons in the Settlement Class to request exclusion or opt out from the Settlement; (l) directing the Parties, pursuant to the terms and conditions of this Agreement, to take all necessary and appropriate steps to establish the means necessary to implement the Settlement; (m) setting deadlines consistent with this Agreement for mailing of the Class Notice, opting out of or objecting to the Settlement, and filing papers in connection with the Final Approval Hearing; (n) appointing Settlement Class Representatives as class representatives and Class Counsel as counsel Representative for the Settlement Class; Approving Phoenix Settlement Administrators as Settlement Administrator; Preliminarily approving this Settlement Agreement and (o) approving its terms as fair, reasonable, and adequate; Approving the appointment form and content of the Notice Packet (which is comprised of the Notice of Pendency of Class Action and Settlement Administratorand Notice of Individual Settlement Award, drafts of which are attached collectively hereto as Exhibit A), and directing the mailing of same; Staying all other proceedings in the Action until Final Approval; and Scheduling a Final Approval hearing. For purposes of Settlement only, Defendants will not oppose the The Preliminary Approval Order or shall be substantially the certification, pursuant to Fed. R. Civ. P. 23(b)(3), same as the proposed order attached as Exhibit C. Class Counsel must draft the preliminary approval papers and give Defendants’ counsel a draft of the Settlement Classpapers to review at least five (5) calendar days before the filing deadline. Defendants shall be permitted, but not required, to file their own brief or statement in support of Preliminary Approval. Defendants agree not to file an opposition to the Motion for Preliminary Approval or Motion for Final Approval.