Class Action Settlement Agreement

CLASS ACTION SETTLEMENT AGREEMENT

This Class Action Settlement Agreement (the Agreement) is entered into as of , (the Effective Date), by and between Plaintiff Representative: , on behalf of the Settlement Class, and Defendant: , a Corporation LLC Other.

RECITALS

WHEREAS, on behalf of a putative class, Plaintiff Representative filed the action entitled , bearing docket number in the (the Action);

WHEREAS, the Parties have engaged in good-faith settlement negotiations and, after considering the substantial costs and risks of continued litigation, agree that it is desirable and beneficial to settle the Action on the terms and conditions set forth in this Agreement;

WHEREAS, Plaintiff Representative seeks final approval of this Agreement on behalf of the Settlement Class and the Parties intend by this Agreement to fully, finally and forever resolve, discharge and settle the Released Claims (as defined below) on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified below:

1.1 "Settlement Class" means the class certified for settlement purposes as set forth in the Final Approval Order and includes all persons who meet the class definition set forth in Exhibit A to this Agreement. The Parties agree that certification for settlement shall not be used as evidence in any other proceeding.

1.2 "Released Claims" means all claims, demands, rights, liabilities, and causes of action of any nature whatsoever, whether known or unknown, asserted or unasserted, that were or could have been asserted in the Action against the Released Parties arising out of or related to the facts alleged in the Action, as more fully described in Section 4 (Release).

2. SETTLEMENT CLASS CERTIFICATION

The Parties agree to apply to the Court for an order certifying the Settlement Class solely for purposes of effectuating this Agreement. The Parties will jointly request that the Court preliminarily approve this Agreement and schedule a final approval hearing.

3. SETTLEMENT CONSIDERATION

3.1 Defendant shall pay a total settlement fund in the gross amount of $ (Settlement Fund) to be used to pay claims, notice and administration costs, attorneys' fees and costs, service awards, and any applicable taxes and deductions as provided herein.

3.2 Payment Schedule: Defendant shall deliver the Settlement Fund by wire transfer or other mutually agreed method to the Settlement Administrator within days following entry of the Preliminary Approval Order.

4. RELEASE

4.1 Upon the Effective Date, Plaintiff Representative and each member of the Settlement Class who does not timely opt out shall be deemed to have fully, finally and forever released and discharged the Released Parties from the Released Claims. The Released Claims and Released Parties shall be defined in the Final Approval Order substantially in the form attached as Exhibit B.

4.2 The release covers all claims for damages, restitution, injunctive relief, declaratory relief, costs, fees, expenses and any other relief arising from the facts alleged in the Action, regardless of whether such claims are known or unknown at the time of the release.

5. NOTICE AND ADMINISTRATION

5.1 The Parties shall propose a Notice Program reasonably calculated to apprise Settlement Class members of the pendency of the Action, the terms of this Agreement, the right to opt out, and the date of the Final Approval Hearing. The form of notice and the Notice Program shall be submitted to the Court for approval.

Notice shall be disseminated no later than , .

6. CLAIMS PROCESS

6.1 Settlement Class members who wish to receive a distribution must complete and timely submit a claim form as approved by the Court and consistent with the Notice. Claim forms shall require a declaration under penalty of perjury that the information provided is true and correct.

Claim forms must be postmarked or submitted electronically by , .

7. OPT-OUTS AND OBJECTIONS

7.1 Any Settlement Class member may opt out of the Settlement by submitting a timely, written request for exclusion in accordance with the Notice. The request must identify the Action, the name of the Settlement Class member, and a signed statement that the member requests exclusion.

7.2 Objections: Any class member who does not opt out may object to the fairness, reasonableness, or adequacy of the Settlement by filing a written objection in accordance with the Notice and Court deadlines.

8. ATTORNEYS' FEES, COSTS, AND SERVICE AWARDS

8.1 Plaintiff's Counsel will apply to the Court for an award of attorneys' fees and reimbursement of litigation costs to be paid from the Settlement Fund. Defendant reserves the right to oppose any fee or cost application.

8.2 Service Award: Plaintiff Representative may seek a reasonable service award from the Settlement Fund in recognition of services rendered on behalf of the Settlement Class, subject to Court approval.

9. TAXES AND ADMINISTRATIVE COSTS

Any taxes, tax reporting obligations, and costs of administration shall be paid from the Settlement Fund prior to distribution to Settlement Class members. The Settlement Administrator shall determine tax treatment for distributions consistent with applicable law and this Agreement.

10. COOPERATION

The Parties shall cooperate in good faith and take all reasonable steps to secure Court approval of this Agreement, to implement its terms, and to effectuate the settlement on the timetable set forth herein.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Agreement and that execution and performance of this Agreement has been duly authorized by all necessary corporate or other action.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remainder of the Agreement shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by the Parties and approved by the Court where required. No waiver of any provision shall be effective unless in writing signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by first-class mail, overnight courier, or hand delivery.

16. MISCELLANEOUS

The Parties acknowledge that neither this Agreement nor any negotiations taking place in connection with it shall be admissible as evidence in any proceeding for any purpose except to enforce the terms of this Agreement or as otherwise required by law.

The Parties agree to cooperate and to use their best efforts to effectuate the settlement embodied in this Agreement, including, without limitation, executing such documents and taking such actions as may be reasonably necessary to obtain final approval and to carry out the terms of this Agreement.

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