Class Action Fee Agreement

CLASS ACTION FEE AGREEMENT

This Class Action Fee Agreement (the Agreement) is entered into as of , by and between Lead Counsel: and Participating Counsel: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties are counsel of record for the plaintiffs in the consolidated class action matter styled as set forth above and have prosecuted claims on behalf of a putative class (the Action); and

WHEREAS, the Parties have participated in negotiating a proposed settlement of the Action that includes an award of attorneys' fees and reimbursement of costs (the Fee Award); and

WHEREAS, the Parties desire to set forth their agreement concerning the allocation, distribution, and administration of the Fee Award and associated costs and tax reporting responsibilities.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Gross Fee" means the total attorneys' fees awarded by the Court in connection with the settlement of the Action, before deduction of any costs, fees, holdbacks, liens, or taxes.

(b) "Net Fee" means the Gross Fee less any court-approved holdbacks, liens, encumbrances, and actual, documented costs and expenses that are ordered to be paid from the Gross Fee.

(c) "Costs and Expenses" means reasonable out-of-pocket litigation costs and expenses actually incurred and documented by counsel and reimbursed from the Fee Award or settlement fund as authorized by the Court.

2. APPOINTMENT AND AUTHORITY

Lead Counsel represents and warrants that it has been appointed by plaintiffs to serve as lead or liaison counsel for purposes of settlement negotiations and fee petition filings, and Participating Counsel represents that it has provided services on behalf of the class and agrees to the terms for allocation and distribution set forth in this Agreement.

3. FEE ALLOCATION

(a) Allocation Method. The Parties agree that the Net Fee shall be allocated among Lead Counsel and Participating Counsel in accordance with the method selected below. The Parties select:

(b) Percentage Allocation. To the extent the Parties prefer a percentage allocation, the Parties specify the following binding percentages of the Net Fee (expressed as whole percentages) to be applied at time of distribution:

Lead Counsel Percentage: %     Participating Counsel Percentage: %

(c) Allocation Attachments. Any schedule of individual allocations, time records, or itemizations relied upon for distribution shall be appended to this Agreement as an Allocation Schedule maintained by Lead Counsel and shall be provided to Participating Counsel upon request.

4. DISTRIBUTION PROCEDURES

(a) Timing. Distribution of the Net Fee shall occur within thirty (30) days after the Gross Fee has been finally approved by the Court and any appeal period or holdback has expired or been resolved, unless a different date is required by the Court or agreed in writing by the Parties.

(b) Holdbacks. If the Court orders any holdback or escrow of the Fee Award, Lead Counsel shall hold such amounts in trust and release distributions in accordance with the Court's order and this Agreement.

(c) Offsets. Any firm-specific liens, advances, or prior fee-sharing obligations known to Lead Counsel must be disclosed in writing prior to distribution and shall be satisfied in accordance with Court orders and applicable law; Parties shall provide documentation to support any asserted offset.

5. COSTS AND EXPENSES

(a) Reimbursement. Costs and Expenses shall be disbursed only as approved by the Court or by written agreement of the Parties. Each firm seeking reimbursement must provide contemporaneous, itemized documentation of costs and expenses to Lead Counsel prior to distribution.

(b) Treatment. Unless the Parties agree otherwise in writing or the Court directs otherwise, Costs and Expenses shall be reimbursed from settlement funds prior to distribution of attorneys' fees, as directed by the Court.

6. DISPUTE RESOLUTION

(a) Good Faith Negotiation. The Parties shall first attempt in good faith to resolve any dispute arising under or relating to this Agreement within thirty (30) days through direct negotiation between senior counsel.

(b) Binding Procedure. If the Parties are unable to resolve the dispute through negotiation, they shall submit the dispute to binding arbitration before a single arbitrator with experience in legal fee disputes, to be administered in accordance with the Parties' selected arbitration rules. The arbitrator's decision shall be final and binding on the Parties, except for fraud or manifest error.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it has full authority to enter into this Agreement; (b) its execution of this Agreement does not violate any agreement with third parties; and (c) there are no undisclosed liens or assignments affecting its right to receive fee distributions, except as disclosed in writing to the other Party.

8. TAX MATTERS

Each Party shall be solely responsible for its own tax reporting and payment obligations arising from distributions under this Agreement. Lead Counsel shall issue any required tax reporting forms (e.g., Form 1099 or equivalent) to Participating Counsel for all distributions made by Lead Counsel and shall provide Participating Counsel with documentation of any tax withholdings.

9. CONFIDENTIALITY

The Parties agree that terms, schedules, and underlying allocation analyses shall remain confidential among the Parties and counsel except as required by court order, applicable law, or as necessary to enforce the terms of this Agreement.

10. NOTICES

Lead Counsel Notice Address

Participating Counsel Notice Address

All notices under this Agreement shall be in writing and delivered to the addresses provided above by hand, courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State selected by the Parties: without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

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