[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

JOHN A. MENDEZ, District Judge.

Plaintiff's Motion for Preliminary Approval of Class Action Settlement ("Motion") came on for hearing on February 27, 2017, at 1:30 p.m., before the honorable John A. Mendez. The Court, having fully and carefully reviewed Plaintiff's Motion, the memorandum and declarations in support thereof, the Joint Stipulation of Settlement and Release of Claims ("Settlement Agreement"), including the proposed Notice Packet, hereby makes the following determinations and orders:

1. Pursuant to Rule 23, and for purposes of settlement only, the following class is preliminarily and conditionally certified:

The Class is estimated to include approximately 200 truck drivers.

2. Plaintiff Justin Titus ("Plaintiff') is preliminarily appointed as Class Representative.

3. Mayall Hurley P.C. and Ackerman & Tilajef, P.C., by and through Lead Counsel Robert J. Wasserman and Craig J. Ackermann, respectively, are hereby preliminarily approved and appointed as Class Counsel.

4. Atticus Administration, LLC is hereby appointed as the Settlement Administrator.

5. The Court grants preliminary approval of the Settlement between Plaintiff Justin Titus ("Plaintiff') and Defendant The Martin-Brower Company LLC ("Defendant"), based upon the terms set forth in the Settlement Agreement attached hereto as Exhibit A.

6. The Settlement Agreement appears to be fair, adequate and reasonable, and the Court preliminarily approves the terms of the Settlement Agreement, including, without limitation:

7. The Court approves, as to form and content, the Notice of Proposed Class Action Settlement ("Notice Packet"), in substantially the form collectively attached to the Settlement Agreement as Exhibit 1. The Court further approves the procedure for Class Members to opt out of, and to object to, the Settlement as set forth in the Settlement Agreement and the Notice Packet.

8. The Court directs the mailing of the Notice Packet in accordance with the terms of the Settlement Agreement and on the schedule set forth below. The Court finds the dates selected for the mailing and distribution of the Notice Packet, as set forth below, meet the requirements of due process and provide the best notice practicable under the circumstances and shall constitute due and sufficient notice to all persons entitled thereto.

9. The Court adopts the following dates and deadlines:326634317965326634

10. A Final Approval hearing on the question of whether the proposed Settlement, attorneys' fees to Class Counsel, and the Class Representative's Enhancement Payment should be finally approved as fair, reasonable and adequate as to the members of the Class is scheduled in for June 19, 2018 at 1:30 p.m.

11. The parties to the Agreement are directed to carry out their obligations under the Settlement Agreement.

EXHIBIT A

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF CALIFORNIA

This Joint Stipulation of Settlement and Release of Claims, which includes the Recitals and all Exhibits attached hereto (collectively, the "Agreement"), is entered into by and between Plaintiff (as hereinafter defined) and Plaintiffs Counsel (as hereinafter defined), on the one hand, and Defendant (as hereinafter defined), on the other hand.

RECITALS

WHEREAS, on March 15, 2017, Justin Titus, on behalf of himself and all other non-exempt truck driver employees of Defendant The Martin-Brower Company, LLC who worked at its facility in Stockton, California at any time between March 15, 2013 and the present, filed this action against Defendant in the United States District Court, Eastern District of California, Case Number 2:17-cv-00558-JAM-GGH alleging causes of action for (1) failure to pay separately and hourly for time spent by drivers on rest breaks, and other non-driving tasks; (2) failure to provide paid rest breaks and/or pay premiums; (3) failure to furnish accurate itemized wage statements; (4) failure to maintain copies of accurate itemized wage statements; (5) failure to timely pay wages at end of employment; and (6) unfair business practices based on the foregoing, in violation of Business & Professions Code Section 17200.

WHEREAS, on May 22, 2017, Justin Titus filed a First Amended Complaint adding a cause of action under the California Labor Code Private Attorneys General Act ("PAGA").

WHEREAS, Defendant denied and continues to deny all of the allegations made by i Plaintiff in the Action (as hereinafter defined) and has denied and continues to deny that it is liable or owes damages or other compensation or remedies to anyone with respect to the alleged facts or causes of action asserted in the Action. Defendant denies any liability or wrongdoing of any kind in connection with Plaintiffs claims, and contends that, during all relevant times, it provided employees with rest breaks as required by California law, maintained all required records, provided accurate wage statements, and complied in all other respects with California and federal law. Nonetheless, without admitting or conceding any liability or damages whatsoever, and without admitting that class certification is appropriate except for settlement purposes alone, Defendant has agreed to settle the Action on the terms and conditions set forth in this Agreement, to avoid the burden, expense, and uncertainty of continuing with litigation of the Action.

WHEREAS, Plaintiffs Counsel investigated the claims against Defendant in the Action, which investigation included an analysis of any and all applicable defenses. The investigation also included, inter alia, the exchange of information pursuant to informal discovery methods and a full-day mediation with mediator Mark Rudy. Based on the foregoing investigation and evaluation, Plaintiffs Counsel is of the opinion that the terms set forth in this Agreement are fair, reasonable, adequate, and in the best interests of the Settlement Class Members. This Agreement was reached after extensive arm's-length negotiations, and it was negotiated in light of all known facts and circumstances, including the risks of significant delay and uncertainty associated with litigation, various defenses asserted by Defendant, and numerous potential appellate issues.

WHEREAS, on October 17, 2017, the Parties participated in a day-long mediation of the Action before a respected mediator, Mark Rudy.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, as well as the good and valuable consideration provided for herein, the adequacy of which is hereby acknowledged, the Parties hereto agree to a full and complete settlement of the Action on the following terms and conditions.

1. DEFINITIONS

The defined terms set forth herein shall have the meanings ascribed to them below.

1.1. "Action" means all operative Complaints filed in the case titled Justin Titus v. The Martin-Brower Company, LLC, United States District Court, Eastern District of California, Case No. 2:17-cv-00558-JAM-GGH.

1.2. "Attorneys' Fees and Costs Award" means the attorneys' fees and costs payment from the Gross Settlement Value and approved by the Court for Plaintiffs fees and costs associated with the litigation and resolution of the Action, including, but not limited to, fees and costs associated with documenting the settlement, preparing any notices required as part of :: the settlement or by Court order (excluding the third-party Settlement Administration Costs which are separately identified and paid as described below), securing the Court's approval of i the settlement, assisting with administering the settlement, and obtaining entry of the Final Judgment terminating the Action. It is agreed by the Parties that Plaintiffs Counsel shall request attorneys' fees not to exceed 25% of the Gross Settlement Value and shall seek costs not to s exceed an additional $5,000. Defendant has agreed not to oppose Plaintiffs Counsel's request for fees and costs if made as set forth above.

1.3. "Class Counsel" refers to Plaintiffs counsel Ackermann & Tilajef, P.C. and Mayall Hurley P.C.

1.4. "Class Representative Service Payment" or "Service Payment" means the amount to be paid to Plaintiff Justin Titus as set forth in this Agreement from the Gross Settlement Value, subject to Court approval, in recognition of efforts and work in prosecuting the Action on behalf of Settlement Class Members. The Service Payment is in addition to any individual Settlement Payment Plaintiff may be entitled to under the terms of this or other Agreement. It is agreed by the Parties that Plaintiffs Counsel may request as part of this Agreement a Service Payment for Plaintiff Justin Titus not to exceed $7,500, or approximately 1.9% of the Gross Settlement Value. Defendant has agreed not to oppose Plaintiffs Counsel's request for the Service Payment as set forth above.

1.5. "Class Settlement Fund" means an account created by the Settlement Administrator and funded by Defendant with a deposit of the Gross Settlement Value.

1.6. "Court" means the United States District Court, Eastern District of California, or any other court taking jurisdiction of the Action.

1.7. "Defendant" means The Martin-Brower Company, LLC.

1.8. "Defendant's Counsel" refers to Seyfarth Shaw LLP. For purposes of providing any notices required under this Agreement, Defendant's Counsel shall refer to Colleen Regan and David Jacobson, Seyfarth Shaw LLP, 2029 Century Park East, Suite 3500, Los Angeles, California 90067.

1.9. Effective Date of Agreement. The Effective Date of the Settlement Agreement shall be the later of (a) the Court's final approval of the Settlement Agreement, if no objections have been filed, (b) the time for appeal has expired if an objection has been filed and no appeal was filed, (c) or the final resolution of any appeal that has been filed.

1.10. "Fairness Hearing" or "Final Approval Hearing" means the hearing on Plaintiffs motion for final approval of the Settlement.

1.11. "Final Judgment" means the Final Judgment entered by the Court consistent with this Agreement.

1.12. "Gross Settlement Value" means the entire settlement amount of Three Hundred Ninety-Three Thousand Dollars ($393,000) to be paid by Defendant pursuant to this Agreement. The $393,000 Gross Settlement Value is folly inclusive of all Individual Settlement Payments to Participating Settlement Class Members, the Class Representative Service Payment, Settlement Administration Costs to be paid to the Settlement Administrator, the Attorneys' Fees and Costs Award, and the PAGA payment to the California Labor and Workforce Development Agency ("LWDA"). The Gross Settlement Value has been agreed to by Plaintiff and Defendant based upon the aggregation of the agreed-upon settlement value of all Settlement Class Member claims. The Parties estimate that the class size shall not exceed 210. In the event that the class size exceeds 210, the amount of the Gross Settlement Value shall be increased on a pro rata basis. Defendant will be responsible for and separately pay all necessary and required employer's share of taxes on the portion of the Gross Settlement Value that is allocated to wages.

1.13. "Individual Settlement Payment" means each Settlement Class Member's share of the Net Settlement Value, which share shall be determined pursuant to the following method: The Net Settlement Value (as defined below) shall be apportioned pro rata to employees based on the weeks of employment of each Participating Settlement Class Member during the Settlement Class Period in proportion to the total number of weeks of employment of all Participating Settlement Class Members during the Settlement Class Period. For purposes of calculating the estimated Individual Settlement Payments for the Class notice distribution process, the Settlement Administrator shall assume a 100% participation rate, and the Class Notice shall advise that the actual amount of each Participating Settlement Class Member's Individual Settlement Payment may be higher or lower depending on the Court's rulings on issues like attorneys' fees, service payment, as well as on the number of timely requests to opt-out.

1.14. "Net Settlement Value" means the portion of the Gross Settlement Value remaining after deductions for approved sums for Class Representative Service Payment, Settlement Administration Costs, the Attorneys' Fees and Costs Awards that have been approved by the Court, and the PAGA Payment to the LWDA.

1.15. "Non-Participating Class Members" or "Opt-Outs" means all Settlement Class Members who execute and timely deliver valid requests to be excluded from the Settlement. The Settlement Shares of all Non-Participating Class Members shall be paid, after Final Approval, to the Participating Settlement Class Members, as defined in this Settlement and according to the formula set forth in this Settlement. Settlement Class Members who choose to be excluded from the Settlement will not receive any payment under the Settlement. They also will not be bound by the terms of this Settlement Agreement, including the release of claims.

1.16. "Notice Packet" means the Notice of Proposed Class Action Settlement, substantially in the form attached as Exhibit 1.

1.17. "Order Granting Preliminary Approval" means the Order entered by the Court preliminarily approving, inter alia, the terms and conditions of this Agreement, the manner and timing of providing notice to the Settlement Class Members, and the time period for opt-outs and objections, substantially in the form attached as Exhibit 2.

1.18. "Participating Settlement Class Members" refers to and includes all Settlement Class Members who have not timely submitted a valid request to be excluded from the Settlement.

1.19. "Parties" means Plaintiff and Defendant, collectively.

1.20. "Plaintiff" refers to the named Plaintiff in the Complaint and the First Amended Complaint, Justin Titus.

1.21. "Plaintiffs Mediation Fee" means the fee Plaintiffs attorneys paid to mediator Mark Rudy in the amount of $7,000.

1.22. "Settlement," "Settlement Agreement" or "Agreement" means this stipulation and agreement to settle all of the claims asserted in the Action.

1.23. "Settlement Administration Costs" means the costs payable from the Gross Settlement Value to the Settlement Administrator for administering this Settlement, including, but not limited to, printing, distributing, and tracking Notice Packets, tax reporting, making tax payments, providing required 1099 and W-2 forms, creating and maintaining an information only website, distributing the Individual Settlement Payments, Class Representative Service Payment, Attorneys' Fees and Costs Award, the PAGA Payment to the LWDA, and providing necessary reports and declarations, as requested by the Parties, including weekly reports on the number of Settlement Class Members who have timely submitted Opt Out requests, and on whether any Settlement Class Member submitted a challenge to the information in their Notice Packet. The Settlement Administration Costs shall be paid from the Gross Settlement Value, including, if necessary, any such costs in excess of the amount estimated by the Settlement Administrator.

1.24. "Settlement Administrator" means any third-party class action settlement administrator chosen by the Parties and subsequently approved by the Court for the purposes of administering this settlement. The Parties each represent that they do not have any financial interest in the Settlement Administrator or otherwise have a relationship with the Settlement Administrator that could create a conflict of interest.

1.25. "Settlement Checks" means the checks sent by the Settlement Administrator to Participating Settlement Class Members.

1.26. "Settlement Class Members" refers to all current and former non-exempt truck drivers who were employed by Defendant at its facility in Stockton, California at any time between March 15, 2013 and through preliminary approval of the Settlement by the Court. A member of the Settlement Class is referred to in this Agreement and in the Notice of Proposed Class Action Settlement as a "Settlement Class Member" or "Class Member."

1.27. "Settlement Class List" means a list of Settlement Class Members that Defendant will compile and provide to the Settlement Administrator within twenty-one (21) days i after preliminary approval of this Settlement. The Settlement Class List shall be formatted in Microsoft Office Excel and include each Settlement Class Member's full name; most recent known mailing address and telephone number; Social Security Number; dates of employment; and any other information needed to calculate Individual Settlement Payments for each Participating Settlement Class Member.

1.28. "Settlement Class Period" means and refers to the period from March 15, 2013, through the date of preliminary approval of the Settlement Agreement by the Court.

2. APPROVAL AND CLASS NOTICE

2.1. Preliminary Approval Hearing. Within 21 days of full execution of this Agreement, Plaintiff shall submit to the Court a Motion for Preliminary Approval of Class Action Settlement ("Plaintiffs Motion"). Plaintiffs Motion shall request the entry of an Order Granting Preliminary Approval, substantially in the form attached hereto as Exhibit 2, which will, among other things: (i) provisionally certify the Settlement Class for settlement purposes only; (ii) preliminarily approve the proposed Settlement; (iii) set a date for the Fairness Hearing; and (iv) provide for the Notice Packet to be sent to all Settlement Class Members as specified herein. Plaintiff will also request that the Court enjoin Class Members from initiating or prosecuting any proceeding on any claim to be released under the Settlement Agreement, unless and until the Class Member has opted out of the Class in the manner described in Section 2.4. To the extent that Plaintiffs Motion is consistent with the terms of this Agreement, and does not seek relief inconsistent with this Agreement, Plaintiffs Motion shall be unopposed by Defendant. Defendant reserves the right to address any factual assertions that are not contained in this Agreement.

If a mutually-agreed class settlement is not approved, the Action will proceed as if no settlement has been attempted, unless the Parties jointly agree to seek reconsideration of the ruling or seek Court approval of a renegotiated settlement, and Defendant retains the right to i contest whether any aspect of the Action should be maintained as a class action and to contest the merits of the claims being asserted by Plaintiff in the Action.

2.2. Notice Procedures.

(A) Settlement Class List. Within twenty (20) calendar days after entry of the Order Granting Preliminary Approval, Defendant shall provide the Settlement Class List to the Settlement Administrator, including dates of employment for each Class Member.

(B) Notice by First-Class U.S. Mail. Within thirty (30) days after entry of the Order Granting Preliminary Approval, or a later date approved by the Court upon good cause shown, the Settlement Administrator shall send a Notice Packet to all Settlement Class Members via First-Class U.S. Mail, using the most current, known mailing addresses for each Settlement Class Member.

(C) Confirmation of Addresses in the Settlement Class List. Prior to mailing the Notice Packets, the Settlement Administrator will search the National Change of Address Database and update the Settlement Class List to reflect any identifiable address changes. Any Notice Packets returned to the Settlement Administrator as undeliverable on or before the deadline for postmarking Opt Outs shall be sent promptly via First-Class U.S. Mail to the forwarding address affixed thereto, and the Settlement Administrator shall indicate the date of such re-mailing on the Notice Packet. If no forwarding address is provided, the Settlement Administrator shall promptly attempt to determine the correct address using a single skip-trace or other search using the name, address and/or Social Security Number of the Settlement Class Member involved, and it shall then perform a single re-mailing. If after performing a skip-trace search, the Notice Packet is still returned to the Settlement Administrator as undeliverable, that Settlement Class Member will be deemed a Participating Settlement Class Member. Those Settlement Class Members who receive a re-mailed Notice Packet shall have their deadline for postmarking an Opt Out or objecting to the settlement extended by fifteen (15) calendar days from the date of re-mailing or until the original deadline for postmarking an Opt Out, whichever is later. There is no obligation to attempt to locate Settlement Class Members after the Opt Out deadline set forth in the Notice Packet.

(D) Information Only Website. Within thirty (30) days after entry of the Order of Preliminary Approval, the Settlement Administrator shall launch its information only website. In addition to the information contained in the Notice Packet, the Settlement Administrator shall also post the Order of Preliminary Approval, the motion for final approval, the motion for attorneys fees, costs and Service Payment, and Order of Final Approval when each is filed with the Court. The information only website shall remain active until thirty (30) days after the Effective Date.

2.3. No Claims-Made Process. Class Members shall not be required to submit a claim form in order to receive an Individual Settlement Payment. Each Settlement Class Member shall automatically receive an Individual Settlement Payment unless they Opt Out.

(A) Notice Packets. All Settlement Class Members will be mailed a Notice Packet. Each Notice Packet will provide, among other things: (1) information regarding the nature of the Action; (2) a summary of the substance of the Settlement; (3) the class definition; (4) the formula for calculating Individual Settlement Payments; (5) the dates the Settlement Class Member was employed by Defendant as a truck driver during the Settlement Class Period; (6) the number of weeks of employment for the Settlement Class Member from March 15, 2013 through i| the date of preliminary approval of the Settlement Agreement by the Court; (7) instructions on how Settlement Class Members may Opt Out of the Settlement; (8) the procedure for objecting to the Settlement; (9) the deadline by which Settlement Class Members must postmark an objection to the Settlement; (10) notice that the Settlement Class Members will permanently forego their right to pursue any and all of their released claims against Defendant and the Released Parties unless they timely Opt-Out of the Settlement; and (11) notice that Class Members will automatically receive an Individual Settlement Payment unless they timely Opt Out.

(B) Disputed Information in Notice Packets. If a Settlement Class Member disputes any information in his or her Notice Packet, the Settlement Class Member may produce evidence to the Settlement Administrator substantiating his or her assertion. Defendant's records will be presumed determinative absent evidence which rebuts those records, but the Settlement Administrator shall evaluate the evidence submitted by the Settlement Class Member and Defendant's records and make the final decisions as to which data should be applied. Any evidence supporting the Settlement Class Member's dispute of any of the information in his/her Notice Packet must be submitted no later than 45 calendar days after the Notice Packet is first mailed.

2.4. Opt Out Procedures. Any Settlement Class Member who wants to Opt Out of the settlement must sign and mail a written Opt Out request postmarked no later than 45 calendar days after the Notice Packet is first mailed, or pursuant to Section 2.2 (C) above, whichever is later. The written Opt Out request must (a) contain the name, address, telephone number, and last four digits of the Social Security Number of the Settlement Class Member opting out; (b) contain a statement to the effect that "I understand that I am requesting to be excluded from the class monetary settlement and that I will receive no money from the Gross Settlement Value."; (c) be addressed to the Settlement Administrator at the address indicated in the Notice Packet; (d) be postmarked on or before the deadline set forth above; and (e) be signed by the Settlement Class Member opting out. The Notice Packet shall provide these instructions to all Settlement Class Members who want to Opt Out of the Settlement. The share of the Settlement apportioned to any Settlement Class Member who Opts Out shall be paid to the Participating Settlement Class Members as defined and according to the formula in this Agreement. No Opt Out request may be made on behalf of a group of members of the Class.

(A) The date of the postmark on the return-mailing envelope shall be the i exclusive means to determine whether an Opt Out request has been timely submitted.

(B) A Settlement Class Member who does not submit a timely and valid Opt Out shall be deemed a Participating Class Member and shall be bound by all terms of this Settlement and any Final Judgment entered by the Court if the Court grants final approval of the Settlement.

(C) All Opt Out requests will be submitted to the Settlement Administrator, who shall, within 10 days after the deadline for submitting an Opt Out request, including any extensions for re-mailed Notice Packets, certify jointly to Plaintiffs Counsel and Defendant's Counsel the total number of Settlement Class Members who have Opted Out (excluded themselves) from the Settlement.

2.5. Revocation of Agreement by Defendant. If seven (7) or more of the Settlement Class Members Opt Out, Defendant may, at its sole discretion, void this Agreement, and all actions taken in furtherance of it will be thereby null and void.

(A) Defendant must exercise this right to void this Agreement by filing with the Court a Notice of Withdrawal From Settlement within 15 business days after expiration of the Opt Out period.

(B) If Defendant files a timely Notice of Withdrawal, the Action will proceed as if no settlement had been attempted. In that event, the Court will enter an order voiding the Order Granting Preliminary Approval and Defendant will retain the right to contest whether any aspect of the Action should be maintained as a class action and to contest the merits of the claims being asserted by Plaintiff in the Action. Defendant shall be responsible for Settlement Administration Costs incurred as a result of its exercise of this option.

2.6. Objection Procedures. Settlement Class Members who want to present objections to the proposed settlement at the Fairness Hearing must first do so in writing. All objections and supporting papers must (a) clearly identify the case name and number, (b) include the Settlement Class Member's full name, address, telephone number, and the last four digits of his or her Social Security Number, (c) concisely state the grounds for their objection, (d) whether they would like to appear at the Fairness Hearing, and (e) be filed in writing with the Settlement Administrator. To be timely, an objection must be postmarked or delivered to the Settlement Administrator no later than 45 calendar days after the Notice Packet is first :i mailed. Settlement Class Members who have filed a timely and proper objection may, but are not required, to appear and present argument at the Fairness Hearing in person or through counsel. A Settlement Class Member who wants to appear at the Fairness Hearing must state his or her intention to do so at the time he or she submits their written objection. No Settlement Class Member may appear at the Fairness Hearing to object to the terms of the Settlement unless he or she has filed a timely objection that complies with the procedures provided above. Settlement Class Members may be represented by an attorney at the Fairness Hearing. Any attorney who will represent an individual objecting to the Settlement must file a notice of appearance with the Court and Serve counsel for all parties no later than 45 calendar days after the Notice Packet is first. An objector may withdraw his or her objections at any time. A Settlement Class Member who submits an objection remains bound by this Agreement.

2.7. Motion for Final Approval. Not later than 10 calendar days before the Fairness Hearing, or such other time as the Court may require, Plaintiff will submit a motion for final approval of the Settlement. The motion for final approval shall be posted to the Settlement Administrator's information only website once it is filed.

At the Fairness Hearing, the Parties will request that the Court, among other things, (a) grant final certification of the Settlement Class for purposes of settlement; (b) enter Final Judgment in accordance with this Agreement and without further fees or costs to any party except as expressly set forth in this Agreement; (c) approve the Settlement as fair, reasonable, adequate, and binding on all Participating Settlement Class Members who have not timely submitted a valid Opt Out request; (d) enter an order as to Plaintiffs Counsel's request for attorneys' fees and costs; (e) enter an order approving the Class Representative Service Payment; and (f) enter an order permanently enjoining all Participating Settlement Class Members from pursuing and/or seeking to reopen claims that have been released by this Agreement. After entry of the Final Judgment, the Court shall have continuing jurisdiction solely for purposes of addressing: (i) the interpretation and enforcement of the terms of the Agreement, (ii) settlement administration matters, and (iii) such post-Final Judgment matters as may be appropriate under court rules or as set forth in this Agreement.

2.8. Effect of Failure to Grant Final Approval. In the event the Court fails to enter Final Judgment in accordance with this Agreement, or such Final Judgment does not become Final as defined herein, the Parties shall proceed as follows: The Action will resume unless the Parties jointly agree to (1) seek reconsideration or appellate review of the decision denying entry; of Final Judgment, or (2) attempt to renegotiate the settlement and seek Court approval of the renegotiated settlement. In the event any reconsideration and/or appellate review is denied, or a mutually agreed settlement is not approved:

The Action will proceed as if no settlement has been attempted. In that event, the Court will enter an order voiding the Order Granting Preliminary Approval and Defendant will retain the right to contest whether any aspect of the Action should be maintained as a class action and to contest the merits of the claims being asserted by Plaintiff in the Action.

2.9. Motion for Attorneys Fees, Costs, and Service Payment. Not later than 35 (thirty-five) calendar days following the mailing of the Notice Packet, or such other time as the Court may require, Plaintiff will submit a motion for attorneys' fees, costs, and Service Payment. The motion for attorneys' fees, costs, and Service Payment shall be posted to the Settlement Administrator's information only website once it is filed.

3. SETTLEMENT PROCEEDS

3.1. Payment By Defendant To Settlement Administrator.

(A) Defendant agrees to pay to the Settlement Administrator the Gross Settlement Value, plus the applicable employer payroll taxes, and Plaintiffs Mediation Fee no later than 15 days after the Effective Date. The Administrator will disburse the funds in accord with the terms of this Settlement.

(B) Plaintiff, the Participating Settlement Class Members, and Plaintiffs Counsel shall not seek any further compensation or consideration from Defendant and/or any other Releasee in connection with the Action or any claims encompassed and released by this Settlement.

(C) Notwithstanding the foregoing, the Parties agree that Defendant shall pay to Plaintiff the gross sum of $2,500 outside of this Settlement in exchange for Plaintiffs agreement to dismiss a pending grievance filed by Plaintiff against Defendant. Plaintiff shall execute a separate settlement agreement, including a general release, with a California CCP section 1542 waiver, in connection with that payment.

3.2. Settlement Amounts Payable as Attorneys' Fees and Costs.

Plaintiffs Counsel shall request an award from the Court of up to 25% of the Gross Settlement Value for attorneys' fees, and an additional amount for litigation costs not to exceed $5,000. Defendant will not oppose such a fee and cost application. Defendant shall have no additional liability for attorneys' fees and costs in connection with the Action. The fees and costs to be paid pursuant to this Agreement are included in, and shall be paid by Defendant from, the Gross Settlement Value, and they will be paid to Plaintiffs Counsel by the Settlement Administrator no later than 30 days after the Effective Date. Within 10 calendar days after the Effective Date, Plaintiffs Counsel shall transmit instructions to the Settlement Administrator as; to how the Attorneys' Fees and Costs Award shall be paid. Plaintiffs Counsel agrees that they are responsible for allocating this portion of the Gross Settlement Value among themselves and; any other counsel for Plaintiff or Settlement Class Members. In the event an attorneys' lien is asserted relating to this Agreement or any portion of the Gross Settlement Value, Defendant shall tender the Gross Settlement Value to the Court and shall thereafter be released from any attorneys' lien claim.

(A) Plaintiffs Counsel shall be solely and legally responsible for paying all applicable taxes on their respective Attorneys' Fees and Costs Award payment and shall indemnify and hold harmless Defendant from any claim or liability for taxes, penalties, or interest arising as a result of the payment. The Settlement Administrator shall issue an Internal Revenue Service ("IRS") Form 1099 to Plaintiffs Counsel for their respective Attorneys' Fees and Costs Award payment.

(B) The substance of Plaintiff s Counsel's application for attorneys' fees and costs is not part of this Agreement and is to be considered separately from the Court's consideration of the fairness, reasonableness, adequacy, and good faith of the settlement. The outcome of any proceeding related to Plaintiffs Counsel's application for attorneys' fees and costs shall not terminate this Agreement or otherwise affect the Court's ruling on the motion for final approval.

(C) If Plaintiff s Counsel's application for attorneys' fees and costs is denied, in whole or in part, Plaintiffs Counsel has the right to appeal such denial. In case of such an appeal, the amount requested by Plaintiffs Counsel for attorney's fees (up to 25% of the Gross Settlement Value), plus the amount sought by Plaintiffs Counsel for costs, shall be held aside pending such appeal. The balance of the Gross Settlement Value will be distributed to the Participating Settlement Class Members, the Settlement Administrator, and for the Class Representative Service Payment in accordance with the provisions of this Agreement. If Plaintiffs Counsel's application for attorneys' fees and costs is denied on appeal, in whole or in part, the portion of the requested attorneys' fees and costs denied to Plaintiffs Counsel shall be paid to the Participating Settlement Class Members,

3.3. Class Representative Service Payment.

(A) Defendant agrees not to oppose Plaintiffs application to the Court for Class Representative Service Payment of $7,500 for Justin Titus.

(B) The Class Representative Service Payment shall be in addition to Justin Titus's Individual Settlement Payment.

(C) No later than 30 days after the Effective Date, the Settlement Administrator will release to Plaintiff the Class Representative Service Payment approved by the Court. The Settlement Administrator shall issue an IRS Form 1099 to the Plaintiff for his Class Representative Service Payment. Plaintiff shall be solely and legally responsible for paying any and all applicable taxes on his Class Representative Service Payment, and shall indemnify and hold harmless Defendant from any claim or liability for taxes, penalties, or interest arising as a result of the payments.

(D) A condition precedent to Plaintiff receiving the Class Representative Service Payment will be his execution of this Settlement. As part of this Agreement, Plaintiff agrees not to Opt Out of, or object, to the Settlement.

3.4. Payment to LWDA. The Parties agree that $10,000 of the Gross Settlement Value is allocated to settle PAGA claims. 75% of the $10,000 shall be paid to the California Labor & Workforce Development Agency ("LWDA") and the remaining 25% shall be part of the Net Settlement Value distributed to Settlement Class Members.

3.5. Plaintiff's Mediation Fee. In addition to the Gross Settlement Value, Defendant agrees to pay and/or reimburse Plaintiffs portion of the mediation fee in the amount of $7,000. The mediation fee is not part of the Gross Settlement Value. Defendant shall pay Plaintiff s Mediation Fee to the Administrator. The Administrator will distribute Plaintiffs Mediation Fee to Class Counsel along with the Attorney's Fees and Costs that are approved by the Court.

3.6. Settlement Administration Costs. The Settlement Administrator shall be paid the Settlement Administration Costs from the Gross Settlement Value. The Settlement Administration Costs are estimated to be not greater than $6,000. An IRS Form 1099 shall be issued to the Settlement Administrator.

(A) Certification of Completion. Upon completion of administration of the settlement, the Settlement Administrator shall provide written certification of such completion to the Court and counsel for all Parties.

(B) Minimization of Administrative Costs. The Parties agree to cooperate in the settlement administration process and to make all reasonable efforts to control and minimize the costs and expenses incurred in administration of the Settlement.

3.7. Distribution to Participating Settlement Class Members.

(A) Payments made to Plaintiff and/or Participating Settlement Class Members under the Settlement shall not be considered as a payment of overtime, salary, wages and/or compensation to any Participating Settlement Class Member under the terms of any applicable benefit plan or for any purpose except for tax purposes, as provided in this Agreement. The receipt of payments under the terms of this Settlement shall not affect any Settlement Class Member's participation in, eligibility for, or vesting in, the amount of any past or future contribution to, or level of benefits under any applicable benefit plan. Any amounts paid will not impact or modify any previously credited hours of service or compensation taken into account under any employee benefit plan sponsored or contributed to by Defendant.

For purposes of this Settlement, "benefit plan" means each and every "employee benefit plan" as defined in 29 U.S.C. § 1002(3), and, even if not thereby included, any bonus, pension, stock option, stock purchase, stock appreciation, welfare, profit sharing, retirement, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation, or any other similar benefit plan, practice, program, or policy.

(B) Payments to Settlement Class Members shall be calculated as follows:

(1) Net Settlement Value. The Net Settlement Value is what remains after deducting from the Gross Settlement Value the Attorneys' Fees and Costs Award, Class Representative Service Payment, Settlement Administration Costs and the LWDA's portion of the PAGA payment to the LWDA. The Net Settlement Value shall be calculated and distributed to Participating Settlement Class Members pursuant to the method described in the next paragraph.

(2) Calculation of Individual Settlement Payments. The Net Settlement Value shall be apportioned among Settlement Class Members as per paragraph 1.13. The Settlement Administrator will calculate the various weeks worked of all Participating Class Members, initially assuming a 100% participation rate, within the Class Period to calculate the Individual Settlement Payments. Once the number of timely Opt-Outs is known, the amounts associated with the Opt-Outs shall be added to the Net Settlement Value when recalculating the final Individual Settlement Amounts for each Participating Settlement Class Member.

(C) Resolution of Disputes Concerning Individual Settlement Payments. Should any questions arise regarding the determination of eligibility for, or the amounts of, any Individual Settlement Payments under the terms of this Agreement that are not otherwise resolved by the Settlement Administrator, Plaintiffs Counsel and Defendant's Counsel shall meet and confer in an attempt to reach an agreement. If Plaintiff s Counsel and Defendant's Counsel cannot agree, the Settlement Administrator shall make the final determination, and that determination shall be conclusive, final and binding.

(D) The distribution of payments under this Agreement shall be made to i Participating Settlement Class Members no later than 30 days after the Effective Date; no payment of any portion of the Gross Settlement Value shall be made prior to the Effective Date. Checks will be sent to Participating Settlement Class Members by First-Class U.S. Mail.

(E) In no case will any part of the Gross Settlement Value revert to Defendant.

3.8. Provisions Governing Share of Settlement Class Members Who Opt Out, Un-Cashed Checks and Requests for Replacement Checks.

(A) Share of Those Who Opt Out. The Settlement Share of Settlement Class Members who timely Opt Out shall be paid to the Participating Settlement Class Members pursuant to the formula set forth in this Agreement.

(B) Un-cashed Checks. Any checks issued to Settlement Class Members shall be negotiable for at least 180 calendar days. The proceeds from any uncashed checks will be paid to the State of California's Unclaimed Wages Fund after the expiration of the 180-day period and stop-payment orders shall issue regarding the uncashed checks. Regardless of whether the checks are cashed, this Agreement will be binding on every Settlement Class Member who does not timely Opt Out.

(C) Replacement Checks. If any Settlement Class Member requests issuance of a replacement check, the request must be received within 180 days of issuance of the initial check. Any request for a replacement check must be made by written declaration, under penalty of perjury, that the initially-issued check was lost, stolen or destroyed. However, any replacement checks that are issued will only be issued after the 180-day negotiability period on initially-issued checks has passed and after an additional 60-day hold period has passed to ensure that negotiation of an initial check is not in process at a financial institution. A replacement check will be issued only one time for any particular Settlement Class Member. To avoid the risk of any such double: payment, the Settlement Administrator will put a stop payment on any checks to be reissued before reissuing the checks.

3.9. Tax Considerations.

(A) All Individual Settlement Payments shall be allocated as follows: 20% is apportioned for settlement of wage claims and 80% is apportioned for settlement of claims for civil penalties and interest.

Payments treated as wages shall be made net of all applicable required withholding taxes, including, without limitation, federal, state and local income tax withholding and the employee share of the FICA, SUTA and FUTA taxes, and shall be reported to the IRS and the payee under the payee's name and Social Security Number on an IRS Form W-2. Payments treated as interest, penalties and/or liquidated damages shall be made without withholding and shall be reported to the IRS and the payee, to the extent required by law, under the payee's name and Social Security Number on an IRS Form 1099.

(B) The employer's portion of all payroll and unemployment taxes imposed by applicable law shall be paid by Defendant separate from, and in addition to, the Gross Settlement Value.

(C) The Attorneys' Fees and Costs Award payment shall be made without withholding and reported to the IRS and the payees under the payees' name and taxpayer identification number, which the payees shall provide for this purpose, on an IRS Form 1099.

(D) To the extent that Plaintiff or Plaintiffs Counsel incurs any liability as a result of failing to pay all taxes, interest, fees, penalties, or assessments due on that recipient's respective share of the payments issued pursuant to this Agreement, the recipient so failing to pay such obligations will indemnify, defend, and hold Defendant and Defendant's Counsel harmless from and against any and all liability for such failure to pay such obligations, including liability in the form of taxes, interest, fees, assessments, or penalties, attorneys' fees, and other costs imposed upon Defendant for the recipient's failure to pay such obligations. Plaintiff, on behalf of each individual Settlement Class Member, acknowledges and agrees that Defendant is not giving any tax advice in connection with this Agreement or the payments to be made pursuant to this Agreement and he has not relied upon any advice from Defendant, Defendant's Counsel or Plaintiffs Counsel as to the taxability of the payments received pursuant to this Agreement.

4. RELEASES

4.1. Release of Claims by Participating Class Members.

(A) Class Release. Settlement Class Members who do not opt out will be bound by the following release for all claims:

4.2. Release of Claims for Fees and Costs Relating to Settled Matters. Class Counsel and Plaintiff hereby irrevocably and unconditionally release, acquit, and forever discharge Defendant and the other Released Parties from any claim that they, or any of them, may have for attorneys' fees or costs associated with the representation of Plaintiff and the Settlement Class Members, except for the attorneys' fees, costs and Plaintiffs Mediation Fee sought pursuant to this Agreement. It is the Parties' understanding and agreement that any fee and cost payments approved by the Court in accordance with this Agreement will be the full, final, and complete payment of all attorneys' fees and costs associated with all claims settled in this Agreement.

4.3. Non-Admission of Liability. By entering into this Agreement, Defendant in no way admits any violation of law or any liability whatsoever to Plaintiff and/or the Settlement Class Members, individually or collectively, all such liability being expressly denied. Likewise, by entering into this Agreement, Defendant in no way admits to the suitability of this case for class action litigation other than for purposes of settlement. Rather, Defendant enters into this Agreement to avoid further protracted litigation and to resolve and settle all disputes with Plaintiff and the Settlement Class Members. The settlement of the Action, the negotiation and execution of this Agreement, and all acts performed or documents executed pursuant to or in furtherance of this Agreement: (a) are not, shall not be deemed to be, and may not be used as an admission or evidence of any wrongdoing or liability on the part of Defendant or of the truth of any of the factual allegations in any and all complaints filed in the Action; (b) are not, shall not be deemed to be, and may not be used as an admission or evidence of fault or omission on the part of Defendant in any civil, criminal, administrative, or arbitral proceeding; and (c) are not, shall not be deemed to be, and may not be used as an admission or evidence of the appropriateness of these or similar claims for class certification or administration other than for purposes of administering this Agreement. The Parties understand and agree that this Agreement and all exhibits thereto are settlement documents and shall be inadmissible for any purpose in any proceeding, except an action or proceeding to approve, interpret, or enforce the terms of this Agreement. The Parties agree, however, that to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of this Agreement.

5. NO PRIOR ASSIGNMENTS OR UNDISCLOSED LIENS

Plaintiff and Class Counsel represent and warrant that they have not assigned, transferred, conveyed, or otherwise disposed of, or purported to assign, transfer, convey, or otherwise dispose of any released claims or the Attorneys' Fees and Costs Award to be paid pursuant to this Agreement. Plaintiff and Class Counsel further represent and warrant that there are not aware of any liens or claims against any of the amounts being paid by Defendant as provided in this Agreement. Plaintiff and Plaintiffs Counsel agree to defend, indemnify, and hold Defendant harmless from any liability, losses, claims, damages, costs, or expenses, including reasonable attorneys' fees, resulting from a breach of these representations and/or from any lien or assignment.

6. MISCELLANEOUS

6.1. Cooperation Between the Parties; Further Acts. The Parties shall cooperate fully with each other and shall use their best efforts to obtain the Court's approval of this Agreement and all of its terms. Each of the Parties, upon the request of any other Party, agrees to perform such further acts and to execute and deliver such other documents as are reasonably necessary to carry out the provisions of this Agreement.

6.2. Papers to Be Filed With the Court. All papers to be filed with the Court by Defendant or Class Counsel in connection with this Agreement shall be submitted to the other Party for review and meaningful comment a reasonable time prior to filing. The other Party shall have no right to object to the papers unless they do not conform to the terms and conditions of this Agreement. Class Counsel shall provide Defendant's counsel with drafts of the motions for preliminary and final approval at least two days prior to filing and shall seriously consider in good faith any comments by defense counsel before filing.

6.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein, and all prior and contemporaneous negotiations and understandings between the Parties shall be deemed merged into this Agreement.

6.4. Binding Effect. This Agreement shall be binding upon the Parties and, with respect to Plaintiff and the Settlement Class Members, their spouses, children, representatives, heirs, administrators, executors, beneficiaries, conservators, attorneys and assigns.

6.5. Arms'-Length Transaction; Materiality of Terms. The Parties have negotiated all the terms and conditions of this Agreement at arms' length. All terms and conditions of this: Agreement in the exact form set forth in this Agreement arc material to this Agreement and have been relied upon by the Parties in entering into this Agreement.

6.6. Captions. The captions or headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall have no effect upon the construction or interpretation of any part of this Agreement.

6.7. Construction. The determination of the terms and conditions of this Agreement has been by mutual agreement of the Parties. Each party participated jointly in the drafting of this Agreement, and therefore the terms and conditions of this Agreement are not intended to be, and shall not be, construed against any party by virtue of draftsmanship.

6.8. Failure to Approve. If the Court does not approve either preliminarily or finally any material term or condition of this Agreement, or if the Court effects a material change, then this entire Agreement will be voidable and unenforceable, subject to the Parties' agreement to the contrary, and the costs of administration shall be split equally between the Plaintiff, on one side, and Defendant, on the other.

6.9. Continuing Jurisdiction. The Court shall retain jurisdiction over the implementation of this Agreement as well as any and all matters arising out of, or related to, the implementation of this Agreement and of the settlement contemplated thereby. The Court shall not have jurisdiction to modify the terms of the Agreement.

6.10. Changes to Be in Writing. No waiver, modification or amendment of the terms of this Agreement, whether purportedly made before or after the Court's approval of this Agreement, shall be valid or binding unless in writing, signed by or on behalf of all Parties and then only to the extent set forth in such written waiver, modification or amendment, subject to any required Court approval. Any failure by any Party to insist upon the strict performance by the other Party of any of the provisions of this Agreement shall not be deemed a waiver of future performance of the same provisions or of any of the other provisions of this Agreement, and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Agreement. Notwithstanding the foregoing, if the Court requires certain non-material changes to be made to this Agreement as a condition of granting Preliminary Approval, such as changes to the language of the Class Notice, the Parties authorize their Counsel to stipulate to amendments to conform to the Court's Order, provided that they receive email or other written notice of such amendments.

6.11. When Agreement Becomes Effective; Counterparts. This Agreement shall become effective upon its execution. The Parties may execute this Agreement in counterparts, and execution in counterparts shall have the. same force and effect as if Plaintiff and Defendant had signed the same instrument.

6.12. Facsimile or Scanned or Docusigned Signatures. Any Party may execute this Agreement by signing on the designated signature block below and transmitting that signature page via facsimile or as an attachment to an e-mail to counsel for the other Party. Electronic signatures via Docusign shall also be considered valid signatures of this Agreement. Any signature made and transmitted electronically or by facsimile or as an attachment to an e-mail for the purpose of executing this Agreement shall be deemed an original signature for purposes of this Agreement and shall be binding upon the Party whose counsel so transmits the signature page.

6.13. Exhibits Incorporated by Reference. The terms of this Agreement include the terms set forth in any attached Exhibit, which are incorporated by this reference as though fully set forth herein. Any Exhibit to this Agreement is an integral part of the Settlement.

6.14. Interim Stay of Proceedings. The Parties agree to refrain from further litigation of this matter, except such proceedings necessary to implement and obtain an order granting final approval of the terms of the Agreement. The Parties further agree that their mutual, voluntary cessation of litigation shall terminate if the motion for final approval of the Agreement is denied by the Court.

6.15. Governing Law. All terms of this Agreement and Exhibits hereto shall be governed by and interpreted according to the laws of the State of California.

6.16. Invalidity of Any Provision. Before declaring any provision of this Agreement invalid, the Court shall first attempt to construe the provisions valid to the fullest extent possible consistent with applicable precedents so as to render all provisions of this Agreement valid and enforceable.

6.17. Waiver of Right to Be Excluded and Object. By signing this Agreement, Plaintiff agrees to be bound by the terms herein. Plaintiff further agrees that he shall not submit an Opt Out request and shall not object to any of the terms of this Agreement. Any such Opt Out request or objection by Plaintiff shall be void and of no force or effect. Efforts by Plaintiff to circumvent the terms of this paragraph shall be void and of no force or effect. Plaintiff shall be issued an Individual Settlement Payment at the time the Settlement Administrator issues Individual Settlement Payments for other Participating Settlement Class Members. Plaintiff and Plaintiffs Counsel further represent and warrant that they have not and will not (a) attempt to void this Agreement in any way; or (b) solicit, encourage or assist in any fashion any effort by any entity or person to object to the settlement set forth in this Agreement or to Opt Out of the Settlement. When Plaintiffs Counsel fulfills their obligation to respond factually to Settlement Class Member questions about the Settlement and what they must do to follow available options (including objecting or opting out), Plaintiffs Counsel will not be in violation of this paragraph.

6.18. No Solicitation of Opt-outs. Defendant and Defendant's Counsel further represent and warrant that they have not and will not solicit, encourage or assist in any fashion any effort by any entity or person to object to the settlement set forth in this Agreement or to opt out of the Settlement Class.

6.19. No Undue Publicity. Neither Plaintiff nor Plaintiffs Counsel shall cause to be publicized, directly or indirectly, any discussion resulting in or the existence of this Agreement or its terms in any type of mass media, including, but not limited to, speeches, press conferences, press releases, interviews, television or radio broadcasts, newspapers, website postings, messages: on the Internet, Facebook, Twitter or any other social media. Breach of this provision shall; entitle Defendant, in the exercise of its sole discretion, to nullify this Agreement and the Settlement Agreement at any time before the Effective Date. Should Plaintiff or Plaintiffs Counsel at any time breach this provision, Plaintiff shall forfeit to Defendant the full amount of his Service Payment. Without limitation by the foregoing, Defendant also may enforce this provision through an action for injunctive relief. Plaintiff waives any obligation by Defendant to file a bond in connection with any such action. After the Effective Date, Plaintiffs Counsel may state on their website that the case has been settled and provide a short and plain description of the claims that were settled, subject to Defendant's approval. This provision does not apply to any publications ordered by the Court. Plaintiffs Counsel may also refer to this Settlement in court filings where prior experience is discussed.

6.20. Time Periods. The time periods and dates provided in this Agreement with respect to giving of notices and hearings are subject to Court approval and modification by the Court or by written stipulation of Plaintiff s Counsel and Defendant's Counsel without further notice to the Settlement Class Members.

6.21. Disputes. Any dispute between the Parties as to the remaining terms of the settlement agreement shall be decided by Mediator Mark Rudy, whose decision shall be final and; binding on the Parties. The Plaintiff, on one side, and Defendant, on the other, will split equally any additional costs of the mediator associated with any dispute and all Parties will bear their own attorneys' fees and other costs incurred.

Exhibit 1

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF CALIFORNIA

PLEASE READ THIS NOTICE CAREFULLY IT MAY AFFECT YOUR LEGAL RIGHTS YOU MAY BE ENTITLED TO MONEY FROM THIS SETTLEMENT

I. INTRODUCTION

A proposed class action settlement (the "Settlement") of the above-captioned action (the "Lawsuit") pending in the United States District Court, Eastern District of California (the "Court"), has been reached by the parties and has been granted preliminary approval by the Court supervising the Lawsuit.

A final settlement hearing will be held on __________ ___, 2018 to determine whether the Settlement should be granted final approval. Records of Martin-Brower show that you were 8employed by Martin-Brower as a truck driver at the Stockton facility during the Class Period, as defined above, and therefore are eligible to participate in the Settlement. As a Class Member, you are entitled to money under the Settlement and will automatically be sent settlement checks and will release certain wage-and-hour claims against the Martin-Brower, unless you choose to "opt out." If you "opt-out" you will not receive any settlement amount under the Settlement, and you will not waive your claims against Martin-Brower, as described below.

The purpose of this Notice is to: (1) describe the Lawsuit, (2) inform you of the terms of the Settlement, and (3) inform you of your rights and options in connection with the Settlement. You are encouraged to carefully read this Notice and understand your rights.

Martin-Brower will not retaliate against, or view in disfavor, any employee who participates in this Settlement. Martin-Brower has agreed to pay the full amount of the Settlement even if some employees opt out. Accordingly, Martin-Brower will not pay less if you opt out.

II. SUMMARY OF THE LAWSUIT

In the Lawsuit, Plaintiff Justin Titus ("Plaintiff") contends that: (1) drivers of Martin-Brower were not provided compliant rest periods, (2) drivers of Martin-Brower were not paid all wages due upon discharge or quitting, (3) required records were not maintained by Martin-Brower, (4) accurate and itemized wage statements were not provided by Martin-Brower, (5) the foregoing constitute unfair business practices; and (6) the foregoing gives rise to certain claims for penalties under California's Private Attorney Generals Act.

In the Lawsuit, Plaintiff sought to maintain a class action for claims on behalf of himself and all persons who are, or have been, employed by Martin-Brower as a truck driver at the Stockton facility in the State of California beginning March 15, 2013 through [date of Preliminary Approval].

Martin-Brower denies any liability or wrongdoing of any kind in connection with Plaintiff's claims, and contends that, during all relevant times, it provided employees with paid, duty-free rest breaks as required by California law, maintained all required records, provided accurate wage statements, and complied in all other respects with California and federal law.

The Court has not ruled on the merits of Plaintiff's claims, and has not expressed any opinion at all regarding whether Plaintiff's claims are correct.

The Parties to the Lawsuit have voluntarily agreed upon a tentative settlement of the claims asserted by Plaintiff. By agreeing to this Settlement, Martin-Brower has not admitted to any wrongdoing and continues to dispute that any of Plaintiff's allegations have any merit or factual support. Martin-Brower has agreed to this Settlement solely to avoid the legal expense of litigation. The Parties have stipulated to class certification solely for the purpose of effectuating this Settlement and, should the Settlement not be approved by the Court or effectuated, the stipulation for class certification for settlement purposes shall have no effect and be null and void.

The Court granted preliminary approval of the Settlement on __________ ___, 2018. At that time, the Court also preliminarily approved Plaintiff to serve as Class Representative, and the law firms of Ackermann & Tilajef P.C. and Mayall Hurley P.C to serve as Counsel for the Class.

The Court also scheduled a Final Approval Hearing on the Settlement at _____ on __________ ___, 2018, in Courtroom 6, 14th floor, United States District Court, Eastern District of California at which time the Court will decide whether to grant final approval of the Settlement.

III. SUMMARY OF SETTLEMENT TERMS

Settlement Amount. Martin-Brower has agreed to pay Three Hundred Ninety-Three Thousand Dollars ($393,000) (the "Settlement Amount") to fully resolve the claims in the Lawsuit. This Settlement Amount includes settlement administration costs, attorneys' fees, litigation expenses, a Class Representative service payment, and a payment to the California Labor and Workforce Development Agency as outlined below. In addition, Martin Brower agreed to separately reimburse the attorneys for Plaintiff in the amount of $7,000 for their portion of the mediator's fee in this case. The Court has tentatively approved certain payments to be made from the Settlement Amount as follows, which will be subject to final Court approval:

What remains after the above deductions from the Settlement Amount is referred to as the Net Settlement Amount, which will be apportioned pro rata among the Class Members who elect not to Opt-Out of the Settlement.

Calculation of Class Member Awards. The Net Settlement Amount shall be apportioned among Class Members who do not Opt-Out pro rata based on the number of weeks they were employed as a truck driver by Martin-Brower from March 15, 2013 to __________ ___, 2018, the date of Preliminary Approval of the Settlement, as reflected in Martin-Brower's records ("Weeks"). The Settlement Administrator will calculate the total collective number of Weeks worked for all Class Members during the Class Period ("Total Weeks"), and then divide the Net Settlement Amount by the Total Weeks to obtain a "Value Per Week". Each Class Member's share of the Net Settlement Amount shall be determined by multiplying the Class Member's Weeks worked during the Class Period by the Value Per Week. Your estimated portion of the Settlement is listed below.

Automatic Payments to Class Members. You are not required to submit a claim form in order receive money pursuant to this Settlement. If the Court grants final approval of the Settlement, you will automatically receive your settlement amount by check(s) in the mail, unless you decide you do not want to participate in the Settlement and you timely opt out. If you do not opt out, your estimated payment under the Settlement will be the gross amount of $ __________, based on Martin-Brower's records, which show that you were employed ____ Weeks as a driver between March 15, 2013 and [date of Preliminary Approval]. The sum of the check that you receive will be less than the Estimated Payment because there will be withholding for payroll and employment taxes. In addition, the actual gross amount you receive may be higher or lower depending on factors such as the Court's rulings on Plaintiff's motions for attorneys' fees, costs and the service award, as well as the number of timely Opt-Outs. The funds associated with Settlement checks that remain uncashed after 180 days will be paid to the State of California Unclaimed Wages Fund in the name of the Class Member who did not cash their settlement check(s).

If you disagree with the information in the preceding paragraph regarding your Weeks worked as a truck driver for Martin-Brower during the Class Period from March 15, 2013 to __________ ___, 2018, you may produce evidence to the Settlement Administrator supporting your disagreement. Martin-Brower's records will be presumed determinative absent evidence that rebuts those records. The Settlement Administrator shall evaluate the evidence submitted and make the final decisions regarding which data should be applied. Any evidence supporting any disagreement with the information regarding your Weeks must be submitted by you to the Settlement Administrator no later than 45 calendar days after this Notice was mailed to you by the Settlement Administrator.

Tax Matters. 20% of the Payment is apportioned to claims for unpaid wages and will be reported on an IRS W-2 form basis with applicable withholdings, the other 80% will be apportioned to claims for interest and penalties and shall be reported on an IRS Form 1099 basis. Class Members should consult with their tax advisors concerning the tax consequences of the payments they receive under the Settlement.

Conditions of Settlement. This Settlement is conditioned upon the Court entering an order finally approving the Settlement.

IV. RECEIVING MONEY FROM THE SETTLEMENT

As explained above, you, as a Class Member, do not need to do anything to claim money from the Settlement. Rather, you will automatically receive a check upon court approval of the Settlement unless you affirmatively opt-out of the Settlement. If you do not cash the check within 180 days of it being sent to you, you still will be bound by the terms of the Release set forth in Section VII of this Notice. The only way not to be bound by the Settlement is to timely submit a request to opt out.

V. RIGHT TO OPT OUT

If you do not wish to participate in the Settlement, you may exclude yourself from the Settlement by "opting out." If you opt out, you will receive no money from the Settlement, and you will not be bound by its terms. If you opt out of the Settlement, you will no longer be a Class Member, you will be barred from participating in the Settlement, and you will receive no benefit from the Settlement. By opting out of the Settlement, you will retain whatever rights or claims you may have, if any, against Martin-Brower, and you will be free to attempt to pursue them on an individual basis at your own cost, if you choose to do so. Persons who opt out will have their portion of the settlement re-distributed to the Net Settlement Amount, which will be paid on a pro rata basis to the Participating Settlement Class Members.

If you wish to opt-out of participating in this Settlement, you must send a written request to the Settlement Administrator that: (a) contains your name, address, telephone number, and last four digits your Social Security Number; (b) states that "I understand that I am requesting to be excluded from the class monetary settlement and that I will receive no money from the Class Settlement Amount."; (c) be addressed to the Settlement Administrator at the address indicated below; and (d) be signed by you. The opt out request must be postmarked or delivered to the Settlement Administrator on or before [45 days after the mailing of the Notice Packet].

The name and address of the Settlement Administrator is:

VI. RIGHT TO OBJECT

If you are dissatisfied with the terms of the settlement, you may, but are not required to, object to the settlement. All objections and supporting papers must (a) clearly identify the case name and number (Titus v. The Martin-Brower Company, LLC, United States District Court, Eastern District of California, Case No. 2:17-cv-00558-JAM-GGH), (b) include your full name, address, telephone number, and the last four digits of your Social Security Number, (c) concisely state the grounds for your objection, (d) whether you would like to appear at the Final Approval Hearing, and (e) be filed in writing with the Settlement Administrator at the address listed below. To be timely, your objection must be postmarked or delivered to the Settlement Administrator on or before on or before [45 days after the mailing of the Notice Packet].

If you have filed a timely and proper objection, you also may, but are not required, to appear and present argument at the Final Approval Hearing. Objections not timely postmarked or delivered to the Settlement Administrator by [45 days after the mailing of the Notice Packet]will not be considered by the Court. If you file an objection that is not timely, or that does not include the information specified above, you will have no right to appear and present any argument at the Final Approval Hearing.

You may be represented by an attorney at the Final Approval Hearing. Any attorney who will represent an individual objecting to the settlement must file a notice of appearance with the Court and serve counsel for all parties on or before [45 days after the mailing of the Notice Packet]. All objections or other correspondence must state the name and number of the case — Titus v. The Martin Brower Company, LLC, United States District Court, Eastern District of California, Case No. 2:17-cv-00558-JAM-GGH.

VII. RELEASE

Class Members who do not opt out, will be bound by the following release:

VIII. HEARING ON THE SETTLEMENT

The Court will hold the Final Approval Hearing in the Robert T. Matsui United States Courthouse, 501 "I" Street, Sacramento, CA 95814, on _________, ___ 2018, at __:__a.m. in Courtroom __, to determine whether the settlement should be finally approved as fair, reasonable and adequate. The Court will also be asked to approve the fees and costs of the Settlement Administrator, the payment to the State of California, the service payment to the Class Representative, and the fees and costs of Class Counsel. It is not necessary for you to appear at this hearing to participate in the settlement. If you want to be heard orally in support of or in opposition to the settlement, either personally or through counsel, you must comply with the procedures set forth above.

IX. ADDITIONAL INFORMATION

The above is a summary of the basic terms of the Settlement. For the precise terms and conditions of the Settlement, you are referred to the Class Action Settlement and Release. The Class Action Settlement and Release, as well as the pleadings and other records in this litigation, including Motion for Preliminary Approval, Motion for Final Approval, and Motion for Attorneys' Fees, Costs and Service Payment, are available by accessing the Court docket in this case through the Court's Public Access to Electronic Records (Pacer) system at https://ecf.caed.uscourts.gov, or by visiting the Clerk Court at any time between 8:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court Holidays, in the Clerk's Office located at the Robert T. Matsui United States Courthouse, 501 "I" Street, Room 4-200 Sacramento, CA 95814. You may also view the Court's Order of Preliminary Approval and, once they are filed, the Motion for Attorneys' Fees, Costs and Service Payment, Motion for Final Approval, and Order Granting Final Approval, online at www.martinbrowerwagestatementsettlement.com. The Motion for Attorneys' Fees, Costs and Service Payment will appear online on or before [35 days after the mailing of the Notice Packet]. The Motion for Final approval will appear online on or before [10 days before the Final Approval Hearing].

If you have questions about the Settlement, you may contact Class Counsel or the Claims Administrator as follows: