Common use of Settlement Payments Clause in Contracts

Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises to pay (a) $33,000,000 in lump sum damages to counsel for Norit within two (2) business days after execution of this Settlement Agreement; and (b) $7,500,000 in deferred, fixed royalty payments on sales made by ADA over the next three years, which shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (and in any event no more than two business days thereafter) notify counsel for ADA upon receipt of the Initial Settlement Payment. Counsel for Norit shall hold in escrow and shall not disburse any or all of the Initial Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein. (a) The obligation to pay the Settlement Payments is ADA’s alone, and it is not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and (2) Norit will execute a forbearance agreement in a form substantially similar to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgment. (b) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable to the parties upon the entry of the Final Running Royalty Award as requested by the Parties.

Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises 53. ▇▇▇▇▇ agrees to pay a Maximum Settlement Amount of Two Million Five Hundred Thousand Dollars ($2,500,000), inclusive of (a) $33,000,000 in lump sum damages all settlement payments to counsel for Norit within two Class Members; (2b) business days after execution all PAGA penalty settlement payments to the LWDA and PAGA Members; (c) any award of this Settlement Agreementattorneys’ fees and out-of-pocket litigation costs and expenses to Plaintiff’s Counsel; (d) any award of a Service Enhancement; and (be) $7,500,000 in deferredall payroll taxes and other applicable taxes for the settlement payments, fixed royalty payments excluding ▇▇▇▇▇’s share of employer taxes on sales made by ADA over the next three years, amounts allocated to wages which shall will be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (separately from and in any event no more than two business days thereafter) notify counsel for ADA upon receipt of addition to the Initial Maximum Settlement PaymentAmount. Counsel for Norit shall hold in escrow and shall not disburse any or all of The parties specifically agree, subject to Court approval, to the Initial following allocations to be paid from the Maximum Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein.Amount: (a) The obligation From the Maximum Settlement Amount, Plaintiff’s Counsel may seek from the Court attorneys’ fees up to pay 35% of the Maximum Settlement Amount, and actual litigation costs and expenses up to $25,000. ▇▇▇▇▇ will not oppose Plaintiff’s application up to these amounts so long as Plaintiff and Plaintiff’s counsel are not in breach of the Settlement Payments is ADA’s alone, and it is not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and (2) Norit will execute a forbearance agreement in a form substantially similar to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgment. (b) As From the Maximum Settlement Amount, Plaintiff’s Counsel may seek from the Court a further consideration Service Enhancement award to Plaintiff not to exceed $15,000, which ▇▇▇▇▇ will not oppose so long as Plaintiff and Plaintiff’s counsel are not in breach of the Settlement Agreement. (c) From the Maximum Settlement Amount, Settlement Administration Expenses in a reasonable amount not to exceed $30,000. (d) From the Maximum Settlement Amount, a payment of $75,000.00 to the LWDA (the LWDA PAGA Penalty Amount), representing the LWDA’s 75% share of the settlement attributable to PAGA penalties. (e) From the Maximum Settlement Amount, a payment of $25,000.00 to be allocated among PAGA Members based on PAGA Members’ eligible employee service time for Covered PAGA Pay Periods, as reflected on Urban’s internal records (the PAGA Group Payment). Individual PAGA Group Payments will be calculated as follows: the numerator shall be the number of the PAGA Member’s individual Covered PAGA Pay Periods; the denominator shall be the total Covered PAGA Pay Periods for all PAGA Members; this fraction shall be multiplied by the total PAGA Group Payment amount. (f) From the Net Settlement Amount (i.e., the remainder of the Maximum Settlement Amount, including interest accruing to it, after payments have been made for attorneys’ fees and litigation expenses, the Service Enhancement, the Settlement Administration Expenses, the LWDA PAGA Penalty Amount, and the PAGA Group Payment), Class Settlement Payments will be calculated based on Class Members’ eligible employee service time for Covered Class Workweeks, as reflected on Urban’s internal records. Individual Class Settlement Payments will be calculated as follows: the numerator shall be the number of the Class Member’s individual Covered Class Workweeks; the denominator shall be the total Covered Class Workweeks for all Class Members; this fraction shall be multiplied by the Net Settlement Amount. (g) If the Court approves a lesser amount of attorneys’ fees and litigation costs or the Service Enhancement, than the amount sought by Plaintiff and Plaintiff’s Counsel, any amount disallowed by the Court will be added to the Net Settlement Amount to be distributed in pro rata shares to the Settlement Class Members; or, in the event Plaintiff and Plaintiff’s counsel appeal an order reducing the requested amount of attorneys’ fees and litigation costs or the Service Enhancement, then any amount not approved by the Court will not be added to the Net Settlement Amount and after the resolution of the appeal any amount not approved will be distributed by cy pres to Legal Aid. The Parties agree that the Settlement Agreement will remain binding with such modification(s) as ordered by the Court, and its terms will be otherwise unchanged. This Settlement is not conditioned upon the Court’s approval of Plaintiff’s Counsel’s petition for attorneys’ fees and litigation costs or the amount of any Service Enhancement awards. (h) The Settlement Administrator will disburse monies from the Maximum Settlement Amount as and when authorized in this Settlement Agreement and by order of the Court, will file and issue any necessary tax reporting documents, and will inform the Parties and (as required) the Court of its fulfillment of the duties imposed by this Settlement Agreement. (i) The Settlement Administrator will issue settlement checks to the Settlement Class Members, PAGA Members, and the LWDA under this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in as well as the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable Service Enhancement to the parties upon Plaintiff and attorneys’ fees and costs awarded to Plaintiff’s Counsel, by sending such payments by mail or other reliable means to the entry of the Final Running Royalty Award respective recipients as requested by the Partiesspecified below.

Settlement Payments. In As consideration for Norit’s promises contained in this Settlement Agreement, ADA promises to pay (a) $33,000,000 in lump sum damages to counsel for Norit the sufficiency of which is acknowledged by each Party, the Parties agree that within two (2) business days after execution counsel for Adept has received a fully executed copy of this Settlement Agreement; , including all attachments, Adept shall pay Tri-Valley Two-Hundred Fifty Thousand Dollars ($250,000.00) as consideration for the covenants and obligations of Tri-Valley under this Agreement (b) $7,500,000 in deferred, fixed royalty payments on sales made by ADA over the next three years, which shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial First Settlement Payment”). Counsel The First Settlement Payment shall be made by wire transfer directly to Tri-Valley’s account in the name CalSmart, LLC at Northern Trust, Chicago Bank, ABA Number ▇▇▇▇▇▇▇▇▇, Account Number 89346. As further consideration for Norit this Agreement, Adept shall promptly deposit in a neutral escrow account with ▇▇▇▇▇▇▇ Title and Escrow, an additional Two-Hundred Fifty Thousand Dollars ($250,000.00) as consideration for the covenants and obligations of Tri-Valley under this Agreement (the “Second Settlement Payment”) within two (2) business days after the date that Adept actually vacates the Property, and in any event no more later than February 3, 2009. Within two (2) business days thereafter) notify counsel for ADA upon receipt after the later of the Initial dates that Adept has deposited the Second Settlement Payment. Counsel Payment into the neutral escrow account and the date that Adept actually vacates the Property, Tri-Valley shall execute and file Requests for Norit shall hold in escrow and shall not disburse any or all Dismissal of the Initial Actions, pursuant to Paragraph 3. Within two (2) business days of Tri-Valley filing the executed Requests for Dismissal of the Actions as described in Paragraph 3, Adept shall release the Second Settlement Payment and any interest thereon to Tri-Valley in its entirety. In the event that Tri-Valley files the executed Requests for Dismissal on or before the date that Adept actually vacates the Property, Adept shall pay the Second Settlement Payment directly to Tri-Valley’s account by wire transfer, in the same manner as described herein for payment of the First Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein. (a) The obligation to pay the Settlement Payments is ADA’s alone, and it is not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and within two (2) Norit will execute a forbearance agreement business days after Adept actually vacates the Property, and in a form substantially similar to the form attached hereto as Exhibit Bany event no later than February 3, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgment2009. (b) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable to the parties upon the entry of the Final Running Royalty Award as requested by the Parties.

Settlement Payments. In After the Opt-Out Period, the Settlement Administrator will calculate Plaintiffs’ and Qualified Class Members’ “Individual Settlement Payments” by performing the calculations in Paragraph J.2 above for Plaintiffs and Qualified Class Members only. Fifty percent (50%) of each Qualified Class Members’ Initial Gross Settlement Payment shall be allocated as consideration for Noritsettling state law claims, and fifty percent (50%) shall be allocated as consideration for settling their federal Fair Labor Standards Act claims. The Individual Settlement Payments, minus applicable payroll taxes and withholdings, will be paid to Plaintiffs and Qualified Class Members by check mailed by the Settlement Administrator fourteen (14) days after the Court’s promises contained final approval order has become a final, non-appealable order (the “Effective Date”). Checks for Qualified Class Members’ Individual Settlement Payments shall remain negotiable for 180 days. If any check is returned as undeliverable for Plaintiffs or a Qualified Class Member within 200 days, the Settlement Administrator shall promptly attempt to locate such Plaintiff or Qualified Class Member up to two times through an electronic search using the Social Security number and/or former address of that person and shall promptly re-mail the returned check to such person. After fourteen (14) days have passed from the mailing of Notice Packets, the Settlement Administrator will contact Class Members who have not yet opted-in this to the settlement to remind them of their deadline to opt-in. The Settlement AgreementAdministrator will provide such reminders by, ADA promises to pay the extent permitted by law: (a) $33,000,000 in lump sum damages to by a postcard containing text approved by counsel for Norit within two (2) business days after execution of this Settlement Agreement; Settling Parties and (b) $7,500,000 in deferredby e-mail and text messages containing text approved by counsel for Settling Parties. Ninety (90) days after the Settlement Administrator mails the Individual Settlement Payment checks to Qualified Class Members, fixed royalty payments on sales made the Settlement Administrator will provide Plaintiffs’ Counsel with the names and contact information of all Qualified Class Members who have not yet cashed/negotiated their checks, and Plaintiffs’ Counsel will only use such information for the sole purpose of contacting those Qualified Class Members to remind them of their deadline to cash their checks or to help them obtain a replacement check. Any Individual Settlement Payment checks that were mailed but are not cashed/negotiated by ADA over the next three years, which Plaintiffs or Qualified Class Members within 270 days after they were mailed shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached treated as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (and in any event no more than two business days thereafter) notify counsel for ADA upon receipt of the Initial Settlement Payment. Counsel for Norit shall hold in escrow and shall not disburse any or all of the Initial Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein.follows: (a) The obligation to pay Amounts allocated as consideration for settling state law claims shall be re-allocated into a “Supplemental Payment Fund” administered by the Settlement Payments is ADA’s alone, and it is not the obligation of any other personAdministrator. Promptly after the execution of this Settlement Agreement and receipt The total amount of the Final Damages Award Supplemental Payment Fund shall be distributed, minus applicable payroll taxes and withholdings, by the Settlement Administrator via check to those Plaintiffs and Qualified Class Members who in fact cashed/negotiated the check they received as their Individual Settlement Payment. The amount paid to each recipient of a share of the Supplemental Payment Fund shall be calculated in the same manner provided in Section III.J.2, above. Any checks representing payments from the panelSupplemental Payment Fund that are not cashed/negotiated within 30 days after mailing shall, Norit shall commence an action in Colorado state court petitioning within 14 days of the court to confirm expiration of the $7,500,000 Final Damage Award30-day period, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar be distributed by the Settlement Administrator to the form attached hereto following cy pres beneficiaries selected by the parties as Exhibit C, follows: 50% to Legal Services of Northern California and (2) Norit will execute a forbearance agreement in a form substantially similar 50% to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgmentLegal Services. (b) As a further Amounts allocated as consideration for settling FLSA claims shall not be re-allocated and shall remain the property of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable to the parties upon the entry of the Final Running Royalty Award as requested by the PartiesVail.

Settlement Payments. In consideration for NoritEmployee’s promises contained agreement to terminate the Prior Agreement and waive the right to receive cash payments or other benefits under the Prior Agreement upon termination of employment following a change in control by reason of consummation of the Merger, Parent shall provide on the Effective Date the compensation described in this Settlement AgreementSection 6 (provided this Agreement is not terminated prior to the Effective Date), ADA promises and Employee shall have no other right to pay receive payments or other benefits under this Agreement or the Prior Agreement by reason of the Merger: (a) Parent shall pay Employee in cash the sum of Two Million Eight Hundred Eighty Thousand Dollars ($33,000,000 in lump sum damages to counsel for Norit within two 2,880,000.00) (2) business days after execution of this Settlement Agreement; and (b) $7,500,000 in deferred, fixed royalty payments on sales made by ADA over the next three years, which shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Cash Settlement Payment”). Counsel The Cash Settlement Payment shall be paid in one lump sum on the Effective Date. (b) The provisions of Section 8(g) of this Agreement shall be applicable to the payments provided for Norit in this Section 6. All payments under this Section 6 are in addition to, and not in lieu of, any payment due under this Agreement following termination of Employee’s Employment. (c) At the election of Employee, with respect to up to 80% of the aggregate number of shares subject to stock option agreements outstanding as of the Effective Date (“Option Shares”), Employee shall promptly be entitled to receive from Parent in exchange for cancellation of the stock option agreements (and or portion thereof) relating to such Option Shares for which Employee elects, a cash payment in any event an amount equal to (1) the Cash Consideration (as defined in the Merger Agreement) multiplied by the aggregate number of Option Shares subject to the option agreements (or portion thereof) to be cancelled less (2) the aggregate exercise price set forth in the stock option agreements (or portion thereof) being cancelled. Employee shall notify Parent no more later than two three (3) business days thereafterprior to the Effective Date with respect to the number of Option Shares subject to the stock option agreements Employee wishes to make the election pursuant to this Section 6(c). In exchange for such cash payments, Employee agrees to execute a cancellation agreement with respect to the Option Shares subject to the stock option agreements (or portion thereof) notify counsel for ADA upon receipt being cancelled, which cancellation agreement shall be in a form reasonably acceptable to Parent. The remaining Option Shares subject to stock option agreements (or portions thereof) not being cancelled hereunder shall be converted into the right to acquire shares of Parent’s common stock in accordance with Section 3.06 of the Initial Settlement Payment. Counsel for Norit Merger Agreement and Employee shall hold in escrow and shall not disburse have the continuing right to exercise any or all of the Initial Settlement Payment, except remaining Option Shares until such rights expire in accordance with their original terms (without regard to return the payment to ADA under Paragraph 9 any provisions thereof requiring earlier expiration upon termination of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth hereinemployment). (ad) The obligation to pay Employee acknowledges and agrees that upon the Settlement Payments Effective Date, the Prior Agreement is ADA’s aloneterminated, cancelled and it is not of no further force and effect; provided, however, that this Agreement shall terminate upon any termination of the obligation Merger Agreement (and, in case of any other person. Promptly after such termination hereof, this Agreement shall be deemed to be void ab initio and the execution Prior Agreement shall be deemed to have remained in full force and effect); provided further, that the termination of this Settlement Agreement and receipt of shall only become effective if the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar Merger Agreement terminates prior to the form attached hereto as Exhibit CEffective Date. Until the Effective Date, the Prior Agreement remains in full force and (2) Norit will execute a forbearance agreement in a form substantially similar to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgmenteffect. (b) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable to the parties upon the entry of the Final Running Royalty Award as requested by the Parties.

Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises (A) Defendants agree to pay a total of $132,000.00 (athe “Settlement Amount”) to fully and finally resolve and satisfy any and all claims by the Named Plaintiff and the Opt-In Plaintiffs asserted in the Litigation, inclusive of attorney’s fees, costs and service awards, and releases per Sections 3.1 and 3.2 below. Said total payment amount shall be distributed as follows: (B) After deductions provided in Sections 2.1(C) through (E) below, all remaining funds shall be distributed to the Opt-In Plaintiffs on a pro-rata basis according to an equitable formula determined by Plaintiffs’ Counsel based primarily on the total number of deliveries driven by each Opt-In Plaintiff; provided that each Opt-In Plaintiff shall receive a minimum payment of $33,000,000 in lump sum damages to counsel for Norit within two (2) 25.00. Within five business days after execution the latter of this the Court’s Order approving the Settlement Agreement; and (b) $7,500,000 or November 23, 2015, Plaintiffs’ Counsel will email to Defendants’ Counsel a spreadsheet containing the breakdown of the settlement distribution. Within 21 days thereafter, Defendants will mail to Plaintiffs’ Counsel checks made payable to each Opt-In Plaintiff in deferred, fixed royalty payments the amount set forth on sales made the spreadsheet provided by ADA over the next three years, which shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”)Plaintiffs’ Counsel. Counsel for Norit shall promptly (and in any event no more than two Within five business days thereafter) notify counsel for ADA upon after receipt of these checks, Plaintiffs’ Counsel will mail each Opt-In Plaintiff their respective check to their last known address. If any payments to Opt-In Plaintiffs are returned by the Initial Settlement Paymentpostal service as undeliverable, Defendants will provide Plaintiffs’ Counsel with any personally identifiable information of such Opt-In Plaintiff that Defendants have in their possession to assist Plaintiffs’ Counsel in their search for a more recent address so that the payments can be promptly re- mailed to the correct address. Counsel for Norit shall hold in escrow and shall not disburse If any or all Opt-In Plaintiff fails to cash their check within 180 days after the date of the Initial Settlement Paymentcheck, except Defendants will deliver the check to return the payment to ADA under Paragraph 9 unclaimed property division of this Settlement Agreement, unless and until the Texas Action and state of the Netherlands Actions have been dismissed with prejudice and without costs as set forth hereinlast known address of the Plaintiff who did not cash their check. (aC) The obligation $2,000.00 shall be distributed to pay the Settlement Payments is ADA’s aloneNamed Plaintiff as a service award in recognition of, and it is not in consideration for, the obligation of any other person. Promptly after the execution of this Settlement Agreement substantial assistance he rendered to Plaintiffs’ Counsel and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and (2) Norit will execute a forbearance agreement Litigation in a form substantially similar to pursuing the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment rights of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgmentall Opt-In Plaintiffs. (bD) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more 1/3 of the AC Joint Venture EntitiesSettlement Amount shall be distributed to Plaintiffs’ Counsel as attorney’s fees. In the event the Court reduces Plaintiffs’ Counsel’s fee request, as a result of which ECP shall become the sole owner amount of the AC Joint Venture Entities reduction shall be re-allocated to the Opt-In Plaintiffs. (E) An amount not to exceed $3,000.00 shall be distributed to Plaintiffs’ Counsel as and acknowledges that for their out-of-pocket costs incurred in pursuing the temporary restrictions on transfer Litigation. (F) All payments set forth in the Interim Award this Section 2.1 are no longer applicable subject to the parties upon the entry Court approval of the Final Running Royalty Award as requested settlement and dismissal of the lawsuit with prejudice upon submission of an appropriate motion by the PartiesPlaintiffs’ Counsel.

Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises to pay (a) $33,000,000 in lump sum damages to counsel for Norit within Within two (2) business days weeks after execution District Court approval of this Settlement Agreement; the settlement (Final Approval Order), Plaintiffs’ Counsel shall submit to Defendants the amount to be paid to each Plaintiff in settlement checks. Plaintiffs will provide Defendant ▇▇▇▇▇ Cargo Control with the settlement allocations and (b) $7,500,000 in deferred, fixed royalty payments on sales made by ADA over the next three yearsformula, which shall will include the amount to be paid in accordance with the Forbearance Agreement entered into in connection herewith to each Plaintiff concerning overtime payments, liquidated damages, service payments and attached as Exhibit B hereto (The $40,500,000 in compensation for retaliation claims. No additional payments shall be collectively be referred made to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (and Plaintiffs in any event no more than two business days thereafter) notify counsel for ADA upon receipt settlement of the Initial Settlement PaymentLawsuits, with the exception of attorney’s costs and fees pursuant to Paragraph C. Attorneys’ Fees and Costs. Counsel for Norit shall hold in escrow and shall not disburse any or all of the Initial Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed Plaintiffs will share with prejudice and without costs as set forth herein. (a) The obligation to pay the Settlement Payments is ADA’s alone, and it is not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court Defendants information reasonably necessary to confirm the $7,500,000 Final Damage Awardamount of each individual payment. If Defendants believe that a mistake has been made, which petition ADA Plaintiffs will address the issue. After Plaintiffs provide Defendants with the settlement allocations and the formula, Defendants shall have fifteen (15) business days to identify any mistakes that it believes Plaintiffs made. If Defendants identifies any potential mistakes, this will not contestbe a reason to delay the amount to be paid to each Plaintiff. Prior The fifteen (15) day period described in this Paragraph will not extend the thirty (30) day time frame described in Paragraph B.1 Settlement Amount Installments. However, the formula is not subject to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar Defendants’ approval. Irrespective of the formula utilized by Plaintiffs’ Counsel for the distribution to the form attached hereto as Exhibit CPlaintiffs out of the $3,900,000.00 Settlement Amount, and (2) Norit such will execute a forbearance agreement not in a form substantially similar to any way increase the form attached hereto as Exhibit B, which $3,900,000.00 Settlement Amount. Defendants’ payment in the settlement of this matter will forbear not go beyond the $3,900,000.00 Settlement Amount; Defendants will not pay any collection activities for as long as ADA pays the Final Damage Award in accordance additional monies with the terms outlined in the forbearance agreementexception of ▇▇▇▇▇ Cargo Control’s responsibility for payroll taxes as required by law. Upon ADA’s payment Overtime damages, liquidated damages, damages for retaliation claims, service payments, attorneys' fees and costs will all come out of the Final Damage Award Settlement Amount. This also includes payment to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Payment to ▇▇. ▇▇▇▇▇▇ will not in compliance with any way increase the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgment$3,900,000.00 Settlement Amount. (b) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable to the parties upon the entry of the Final Running Royalty Award as requested by the Parties.

Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises 56. GDIT agrees to pay a Maximum Settlement Amount of Nine Hundred Thousand Dollars ($900,000), inclusive of (a) $33,000,000 in lump sum damages all settlement payments to counsel for Norit within two Class Members and PAGA Members; (2b) business days after execution all PAGA penalty settlement payments to the LWDA and PAGA Members; (c) any award of this Settlement Agreementattorneys’ fees and out-of-pocket litigation costs and expenses to Plaintiff’s Counsel; (d) any award of a Service Enhancement; and (be) $7,500,000 in deferredall payroll taxes and other applicable taxes for the settlement payments, fixed royalty payments excluding GDIT’s share of employer taxes on sales made by ADA over the next three years, amounts allocated to wages which shall will be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (separately from and in any event no more than two business days thereafter) notify counsel for ADA upon receipt of addition to the Initial Maximum Settlement PaymentAmount. Counsel for Norit shall hold in escrow and shall not disburse any or all of The parties specifically agree, subject to Court approval, to the Initial following allocations to be paid from the Maximum Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein.Amount: (a) The obligation From the Maximum Settlement Amount, Plaintiff’s Counsel may seek from the Court attorneys’ fees up to pay 33 1/3% of the Maximum Settlement Payments is ADA’s aloneAmount, and actual litigation costs and expenses up to $15,000. GDIT takes no position on Plaintiff’s request for fees and costs provided it is does not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and (2) Norit will execute a forbearance agreement in a form substantially similar to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgmentexceed these amounts. (b) As From the Maximum Settlement Amount, Plaintiff’s Counsel may seek from the Court a further consideration Service Enhancement award to Plaintiff not to exceed $10,000, which GDIT will not oppose provided it does not exceed this amount. (c) From the Maximum Settlement Amount, Settlement Administration Expenses in a reasonable amount currently estimated at $13,200. (d) From the Maximum Settlement Amount, a payment of $33,750 to the LWDA (the LWDA PAGA Penalty Amount), representing the LWDA’s 75% share of the settlement attributable to PAGA penalties. (e) From the Maximum Settlement Amount, a payment of $11,250 to be allocated among PAGA Members based on the number of Covered PAGA pay periods each PAGA Member worked (the PAGA Group Payment). (f) From the Net Settlement Amount (i.e., the remainder of the Maximum Settlement Amount, including interest accruing to it, after payments have been made for attorneys’ fees and litigation expenses, the Service Enhancement, the Settlement Administration Expenses, the LWDA PAGA Penalty Amount, and the PAGA Group Payment), settlement payments will be allocated as follows: (g) Out of the Net Settlement Amount, each Settlement Class Member in the Waiting Time Penalties Subclass will receive a payment of $200 as the Waiting Time Penalties Payment. (h) After deducting the Waiting Time Penalties Payments, the remaining Net Settlement Amount will be the Workweek Fund and will be paid to the Settlement Class Members based on Class Members’ eligible employee service time for Covered Class Workweeks. Class Members shall be allocated three (3) points of credit for each Overtime Workweek they worked within the Covered Class Workweeks and one (1) point of credit for each Non-Overtime Workweek they worked within the Covered Class Workweeks. To calculate each Class Member’s proportional share: (i) Add all points for all Class Members to obtain the Denominator; (ii) Divide the number of points for each Class Member by the Denominator to obtain each Class Member’s portion of the Workweek Fund; (iii) Multiply each Class Member’s portion of the Workweek Fund by the Workweek Fund to determine each Class Member’s estimated individual settlement payment. (i) If the number of Class Members as of September 30, 2020 exceeds 724 individuals by more than 5% (more than 761 individuals), GDIT will increase the Maximum Settlement Amount on a pro rata basis per person to cover the number of Class Members above 761. (j) If the Court approves a lesser amount of attorneys’ fees and litigation costs or the Service Enhancement, or the Settlement Administrator Expenses, than the amount sought by Plaintiff and Plaintiff’s Counsel, any amount disallowed by the Court will be added to the Net Settlement Amount to be distributed in pro rata shares to the Settlement Class Members, except if Plaintiff and Plaintiff’s counsel appeal an order reducing the requested amount of attorneys’ fees and litigation costs or the Service Enhancement, then any amount not approved by the Court will not be added to the Net Settlement Amount and after the resolution of the appeal any amount not approved, if any, will be distributed by cy pres to the California CASA Association. The Parties agree that the Settlement Agreement will remain binding with such modification(s) as ordered by the Court, and its terms will be otherwise unchanged. This Settlement is not conditioned upon the Court’s approval of Plaintiff’s Counsel’s petition for fees and costs or the amount of any Service Enhancement awards. (k) The Settlement Administrator will disburse monies from the Maximum Settlement Amount as and when authorized in this Settlement Agreement and by order of the Court, will file and issue any necessary tax reporting documents, and will inform the Parties and (as required) the Court of its fulfillment of the duties imposed by this Settlement Agreement. (l) The Settlement Administrator will issue settlement checks to the Settlement Class Members, PAGA Members, and the LWDA under this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in as well as the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transfer set forth in the Interim Award are no longer applicable Service Enhancement to the parties upon Plaintiff and attorneys’ fees and expenses awarded to Plaintiff’s Counsel, by sending such payments by mail or other reliable means to the entry of the Final Running Royalty Award respective recipients as requested by the Partiesspecified below.