[PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT AND FINAL JUDGMENT

*as modified by the Court

YVONNE GONZALEZ ROGERS, District Judge.

On November 6, 2018, a hearing was held on the unopposed motion of Plaintiffs Roxana del Toro Lopez and Ana Medina ("Plaintiffs") for final approval of the class settlement (Dkt. No. 59); and on the separate motion of Plaintiffs and their counsel for awards of the Class Representative Service Payments and the Class Counsel Attorneys' Fees and Costs Payment (Dkt. No. 60). Jahan C. Sagafi and Iris Mattes appeared for Plaintiffs. Nancy Abell appeared for Defendant Uber Technologies, Inc. ("Uber").

The Parties have submitted their Stipulation of Class Settlement and Release (Dkt. No. 61-1 (the "Settlement")), attached hereto as Exhibit 1, which this Court preliminarily approved in its April 19, 2018 order (Dkt. No. 49 (the "Preliminary Approval Order")). In accordance with the Preliminary Approval Order, Class Members have been given notice of the terms of the Settlement and the opportunity to submit a claim form, comment on the settlement, and/or opt out of its provisions. In addition, pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715 ("CAFA"), Uber has given the Attorney General of the United States and the appropriate state officials in the states in which the Class Members reside timely notice of the Settlement.

Having received and considered the Settlement, the supporting papers filed by the Parties, and the evidence and argument received by the Court at the final approval hearing on November 6, 2018, by means of this order (the "Final Approval Order") the Court GRANTS final approval of the Settlement, and HEREBY ORDERS and MAKES DETERMINATIONS as follows:

Definitions

1. Except as otherwise specified herein, the Court for purposes of this Final Approval Order adopts all defined terms set forth in the Settlement.

Jurisdiction

2. This Court has jurisdiction over the subject matter of this litigation and all related matters and all state and federal claims raised in this action and released in the Settlement, and personal jurisdiction over Uber and all Class Members (except for those who timely filed opt-out requests). Specifically, this Court has federal question jurisdiction over this action pursuant to 28 U.S.C. § 1331 and section 16(b) of the Fair Labor Standards Act ("FLSA"), 29 U.S.C. § 216(b).

3. This Court also has supplemental jurisdiction over all state-law claims asserted by Plaintiffs because the state-law claims derive from a common nucleus of operative fact and form part of the same case or controversy as those claims over which the Court has primary jurisdiction. See 28 U.S.C. § 1367 (providing for supplemental jurisdiction over related state-law claims that "form part of the same case or controversy"); United Mine Workers of Am. v. Gibbs, 383 U.S. 715, 726 (1966) (holding that federal courts have supplemental jurisdiction over state law claims that arise from the same "common nucleus of operative fact" such that the parties "would ordinarily be expected to try them all in one judicial proceeding").

4. This Court also has jurisdiction to approve the Settlement's release of claims by Class Members over which the Court has jurisdiction, even if the Court would not independently have jurisdiction over those released claims. See Reyn's Pasta Bella, LLC v. Visa USA, Inc., 442 F.3d 741, 748 (9th Cir. 2006) ("[A] federal court may release not only claims alleged in the complaint, but also state claims arising from the same nucleus of operative facts over which the court would not have jurisdictional competence.") (quoting Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1287-88 (9th Cir. 1992)).

Dissemination of Notice to Class Members

5. Pursuant to the Preliminary Approval Order, the notice documents were sent to each Class Member by email and by first-class mail. The notice was clear and organized, following the model forms provided by the Federal Judicial Center at www.fjc.gov. The notice materials informed Class Members of the terms of the Settlement, how their settlement share of Fund A would be calculated, how to submit a Claim Form, the conditions of eligibility for a settlement share of Fund B, their right to comment on (including object to) the Settlement or opt out of the Settlement to pursue their claims individually, and their right to appear in person or by counsel at the final approval hearing and be heard regarding approval of the Settlement. Adequate periods of time were provided by each of these procedures.

6. The Court finds and determines that this notice procedure afforded adequate protections to Class Members and provides the basis for the Court to make an informed decision regarding approval of the Settlement based on the responses of Class Members. Notice was accomplished in the manner prescribed by the Settlement. The Court finds and determines that the notice provided in this case was the best notice practicable, which satisfied the requirements of law and due process.

Notice to Attorneys General Pursuant to CAFA

7. Pursuant to CAFA, within ten days after the filing of the motion seeking preliminary approval of the Settlement, Uber served upon the Attorney General of the United States and the appropriate state officials of the states in which the Class Members reside a notice of the Settlement consisting of: a copy of the complaint in this action; a notice of the scheduled judicial hearing in this action; copies of the Settlement; and the proposed Notice. The Notice of Settlement also invited comment on the Settlement. This Final Approval Order is being entered at least 90 days after the later of the dates on which the appropriate federal and state officials were served with the notice of proposed settlement.

8. The Court finds and determines that Uber's notice of Settlement was timely, adequate, and compliant with the statutory requirements of CAFA. Accordingly, 28 U.S.C. §1715(e) has no application to the Settlement.

Certification Under Fed. R. Civ. P. 23 and the FLSA

9. For the reasons stated in the Preliminary Approval Order, this Court finds and determines that the proposed Settlement Class, as defined in Section 1 of the Settlement and in Section II.A of its Preliminary Approval Order, meets all of the legal requirements for class certification under Federal Rule of Civil Procedure 23 ("Rule 23") (a) and (b)(3), and it is hereby ordered that the Settlement Class is finally approved and certified as a Class for purposes of settlement of this action.

10. This Court finds and determines that the action meets all of the legal requirements for certification as a collective action under section 16(b) of the FLSA, 29 U.S.C. § 216(b), for the three-year period preceding the filing of Plaintiffs' complaint, and it is hereby ordered that the action is certified as a collective action for purposes of settlement of this action.

Fairness

11. Pursuant to Rule 23(e), the Court further finds and determines that the terms of the Settlement are fair, reasonable, and adequate to the Class and to each Class Member and that the Class Members who have not opted out will be bound by the Settlement, that the Settlement is ordered finally approved, and that all terms and provisions of the Settlement should be and hereby are ordered to be consummated. The Court specifically finds that the Settlement is rationally related to the strength of Plaintiffs' claims given the risk, expense, complexity, and duration of further litigation. This Court also finds that the Settlement is the result of arms'— length negotiations between experienced counsel representing the interests of the Class Members and Uber, under the supervision of an experienced and independent third-party mediator, after thorough factual and legal investigation. Staton v. Boeing Co., 327 F.3d 938, 960 (9th Cir. 2003); Class Plaintiffs, 955 F.2d at 1291.

12. The Court finds and determines that the payments to be made to the Class Members as provided for in the Settlement, Section 5, are fair and reasonable. The proposed plan of allocation bases each Class Member's recovery on (a) the number of weeks during the Covered Period the Class Member worked, (b) the Class Member's position, (c) whether the Class Member worked in California, (d) when the Class Member was employed with Uber, (e) whether the Class Member worked full-time or part-time, (f) whether the Class Member previously signed a release of claims, and (g) whether the Class Member submitted a Claim Form and the contents of the Claim Form. The plan of allocation is rational. The Court hereby gives final approval to the payments and orders those amounts be paid to the claimants out of the Net Fund value in accordance with the terms of the Settlement.

Class Member Response

13. The Court further finds that the response of the Class Members to the Settlement supports settlement approval. Of the 485 Class Members, only two opted out of the Settlement. No Class Members objected to the Settlement.

Appointment of Class Representatives and Class Representative Service Awards

14. The Court confirms as final the appointment of Roxana del Toro Lopez and Ana Medina as Class Representatives of the Rule 23 Class and the nationwide FLSA Class under section 16(b). The Court finds and determines that the award of $50,000 to Ms. del Toro Lopez and $30,000 to Ms. Medina for their services as Class Representatives, in addition to their Individual Settlement Payments, is fair and reasonable.

15. Plaintiffs have satisfied the criteria as set forth in Staton, 327 F.3d 938. Under Staton, service awards should be evaluated using "relevant factors, includ[ing] the actions the plaintiff has taken to protect the interests of the class, the degree to which the class has benefitted from those actions, . . . the amount of time and effort the plaintiff expended in pursuing the litigation . . . and reasonabl[e] fear[s of] workplace retaliation." Id. at 977 (internal quotation marks omitted) (alterations in original). Here, the Class Representatives' initiation of this suit caused them personal exposure and potential adverse consequences with future employers.

16. Ms. del Toro Lopez and Ms. Medina were substantially involved throughout the litigation, educating Class Counsel regarding Class Members' job duties and Uber's policies and procedures. The Court hereby approves the Class Representative Service Awards as set forth herein, to be made to Class Representatives out of the Qualified Settlement Fund in accordance with the terms of the Settlement.

Appointment of Class Counsel; Attorneys' Fees and Costs

17. The Court hereby finds that the requested payment of $2,500,000 in attorneys' fees and $152,958 in litigation costs and expenses, for a total payment of $2,652,958 to Class Counsel, is fair and reasonable and orders that payment be made to Class Counsel out of the Gross Fund Value in accordance with the terms of the Settlement. See, e.g., Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002); In re Wash. Pub. Power Supply Sec. Litig., 19 F.3d 1291, 1297 (9th Cir. 1994). First, in granting the award, the Court recognizes that the fee is 25% of the total fund, which is consistent with the Ninth Circuit's 25% "benchmark" for class action settlements, In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 942 (9th Cir. 2011), and the norm in this district in cases involving comparable common funds. See e.g. Hopwood v. Nuance Commc'ns, Inc., No. 4:13-cv-02132-YGR, 2015 WL 12941896, at *2 (N.D. Cal. Oct. 28, 2015) (finding 25% of common fund of $6,500,000 to be fair and reasonable); Pimental v. Google Inc., No. 11-cv-02585-YGR, 2013 WL 12177158, at *3 (N.D. Cal. June 26, 2013) (finding 25% of common fund of $6,000,000 to be fair and reasonable). Second, while it is difficult to monetize the value of the injunctive relief, "[t]he fact that [class] counsel obtained injunctive relief in addition to monetary relief for their clients is . . . a relevant circumstance to consider in determining what percentage of the fund is reasonable as fees." Staton, 327 F.3d at 946. Third, the Settlement contemplates that during the injunctive period, Class Counsel will continue to engage for three years without payment to monitor the programmatic relief that Uber has undertaken. These efforts are to be completed in addition to the hours noted.

Fourth, under a lodestar cross-check, the lodestar multiplier of 2.9x supports the fee award. See id. at 968. Class Counsel attest to performing substantial work on behalf of the Class Members, totaling $856,314 in lodestar. Except as set forth below, the Court finds the hours worked by Class Counsel to have been reasonably incurred for the benefit of the Class Members. Class Counsel's hourly rates, ranging from $250 to $850 for attorneys, are reasonable in light of the market for legal services of this type and quality. In addition, Class Counsel attested at the final approval hearing that the matter was leanly staffed, with the bulk of the work performed by two associates and one partner. Moreover, the Court finds the fact that only one law firm was involved in representing the Class Members mitigates against the risk of duplicative work. The Court hereby confirms as final the appointment of Adam T. Klein, Jahan C. Sagafi, Rachel Bien, Rachel Williams Dempsey, and Iris Mattes of Outten & Golden LLP as Class Counsel for the Rule 23 and FLSA Classes. Class Counsel has capably and effectively represented the Class Members' interests.

Notwithstanding the foregoing, and as stated on the record at the final approval hearing, the Court finds that certain factors have contributed to an inflated lodestar figure. For example, Class Counsel charged excessively high hourly rates for work performed by its contract and staff attorneys, ranging from $280 to $425, in contrast to the $25 to $75 that these individuals are actually paid, excluding benefits. Moreover, having reviewed the billing timesheets submitted to the Court at the final approval hearing, the Court finds Class Counsel's charges for administrative tasks at attorney and paralegal rates, as opposed to nonchargeable administrative overhead, to be inappropriate. Such charges include, inter alia, booking travel to the mediation, processing reimbursement requests for mediation-related travel, transcribing voicemails, and formatting motions. In addition, while there may have been internal reasons for having four attorneys attend the mediation, charging the Class Members for the attendance of all four attorneys is not appropriate. The Court also finds that Class Counsel should not be compensated for time spent on media-related activity, especially since there is no indication in the billing timesheets or elsewhere that any such activity was "directly and intimately related to the successful representation of [the Class Members]" or "contribute[d], directly and substantially, to the attainment of [the] litigation goals." L.H. v. Schwarzenegger, 645 F.Supp.2d 888, 900 (E.D. Cal. 2009) (internal quotation marks omitted).

In light of the above, the Court would typically reduce the award accordingly, and Class Counsel are so admonished. However, the Court finds that the amount of any reduction is offset by the work Class Counsel will be performing over the next three years without payment to monitor the programmatic relief that Uber has undertaken. Accordingly, the Court approves the requested award.

Settlement Administrator Report

18. Upon completion of administration of the Settlement, the Settlement Administrator, JND Legal Administration, will provide written certification of such completion to the Court and counsel for the Parties.

Compliance Hearing re: Post-Distribution Accounting

19. The Court hereby SETS a compliance hearing for Friday, January 18, 2019 on the Court's 9:01 a.m. calendar in the Federal Building, 1301 Clay Street, Oakland, California in Courtroom 1. No later than five (5) business days prior to the date of the hearing, the parties shall file a Post-Distribution Accounting in compliance with this District's Procedural Guidance for Class Action Settlements, see

https://www.cand.uscourts.gov/ClassActionSettlementGuidance.

If compliance is complete, the parties need not appear, and the compliance hearing will be taken off calendar.

Release

20. By operation of the entry of this Final Approval Order and pursuant to the Settlement, all Qualified Claimants are permanently barred from prosecuting against Uber any Claim as set forth in Section 12 of the Settlement. The Court has reviewed the release in Section 12 of the Settlement and finds it to be fair, reasonable, and enforceable under Rule 23, the FLSA, and all other applicable law.

Contingency on Finality

21. If, for any reason, the Settlement ultimately does not become Final (as defined in the Settlement, Section 1.10), this Final Approval Order will be vacated; the Parties will return to their respective positions in this action as those positions existed immediately before the parties executed the Settlement; and nothing stated in the Settlement or any other papers filed with this Court in connection with the Settlement will be deemed an admission of any kind by any of the Parties or used as evidence against, or over the objection of, any of the Parties for any purpose in this action or in any other action.

Final Judgment and Dismissal

22. By means of this Final Approval Order, this Court hereby enters final judgment in this action, as defined in Federal Rule of Civil Procedure 58(a)(1).

23. Without affecting the finality of the Court's judgment in any way, the Court retains jurisdiction over this matter, for a period of three (3) years, for purposes of resolving issues relating to interpretation, administration, implementation, effectuation, and enforcement of the Settlement. Nothing in this Final Approval Order will preclude any action to enforce the Parties' obligations under the Settlement or under this order, including the requirement that Uber make the settlement payments in accordance with the terms of the Settlement.

24. The Parties are hereby ordered to comply with the terms of the Settlement.

25. This action is dismissed with prejudice, each side to bear its own costs and attorneys' fees except as provided by the Settlement and the Court's orders.

EXHIBIT 1

Subject to approval by the United States District Court for the Northern District of California, this Collective, Class Action and PAGA Representative Action Settlement Agreement sets forth the full and final terms by which Defendant Uber Technologies, Inc. ("Uber") and the Named Plaintiffs and Class Representatives, Roxana del Toro Lopez and Ana Medina, on behalf of themselves, the State of California, and the Rule 23 Class and the Collective Action Plaintiffs as defined below, have settled and resolved all claims that have been raised in the Litigation.

RECITALS

WHEREAS, an amended collective, class and representative action Complaint ("Complaint") was filed on March 22, 2018, alleging (i) gender, race and national origin discrimination in compensation, raises, job assignments, job code placement, evaluations and ratings, promotions, demotions and other terms and conditions of employment; (ii) unequal pay; (iii) failure to timely pay all wages due; (iv) unfair competition; and (v) gender, race and national origin harassment;

WHEREAS, Uber, under new executive-level leadership, implemented many new diversity and inclusion initiatives in 2017, implemented a new pay structure, made compensation adjustments, and implemented other new employment practices that are consistent with the objectives of this Agreement;

WHEREAS, Uber denies and continues to deny all of the allegations made and has denied and continues to deny that it is liable or owes damages to anyone with respect to the alleged facts or causes of action asserted. Nonetheless, without admitting or conceding any liability or damages, the Parties have agreed to settle the lawsuit on the terms and conditions set forth herein to avoid the burden and expense of continuing litigation;

WHEREAS, the Parties engaged in a substantial pre-litigation and post-litigation exchange of documents, data and analyses, had joint meetings with experts, and had a series of meetings to explore their respective factual positions and arguments;

WHEREAS, the Parties engaged in settlement negotiations in January 2018 before David Rotman, Esq., of Rotman Mediation Services, an experienced mediator who is skilled in the resolution of complex class actions, including discrimination and fair pay class and collection action lawsuits;

WHEREAS, the Parties and their counsel recognize that, in the absence of an approved settlement, they would face a long litigation course, including extensive, costly and time consuming discovery, a motion for class certification under Federal Rule of Civil Procedure 23, a motion for certification and if certified, decertification, of the collective action, motions for summary judgment, and trial and appellate proceedings that would consume time and resources and present each of them with ongoing litigation risks and uncertainties;

WHEREAS, the Parties wish to avoid these risks and uncertainties, as well as the consumption of time and resources, through settlement pursuant to the terms and conditions set forth herein;

WHEREAS, based upon their analysis and evaluation of a number of factors, and recognizing the substantial risks of continued litigation, including the possibility that the litigation, if not settled now, might result in no recovery or a recovery that is less favorable to the Plaintiffs, counsel for Plaintiffs is satisfied that the terms and conditions of this Agreement are fair, reasonable, and adequate and that this Agreement is in the best interests of Plaintiffs, Rule 23 Class Members, and the Collective Action Plaintiffs;

WHEREAS, the class representatives believe that the settlement set forth herein serves the best interests of Class Members based on all the facts and circumstances, including the risk of significant delay and the uncertainty of class certification, as it provides prompt relief for class Members;

WHEREAS, it is the desire of the Parties to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or related to the litigation which exist between them and between the named Plaintiffs, the Rule 23 Class Members, the Collective Action Plaintiffs, and the released parties;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, as well as the good and valuable consideration provided for herein, the Parties agree to a full and complete settlement of the litigation on the following terms and conditions:

1. DEFINITIONS

The following terms shall have the meanings defined in this Section, wherever used in this Agreement, and in all of its exhibits:

1.1 Agreement. "Agreement" means this settlement agreement and all exhibits attached to it.

1.2 CAFA Notice. "CAFA Notice" means the notice required pursuant to 28 U.S.C. § 1715(b).

1.3 California Class. "California Class" means all women (of any race or national origin) and all Latino/Latina/Hispanic, African American/Black, Native American, Alaskan Native, and/or multiracial individuals (who are in part one of the foregoing races) who are or were employed in a Covered Position in the State of California by Uber Technologies, Inc., at any time from July 31, 2013 through the date of the Order Granting Preliminary Approval.

1.4 Class Counsel. "Class Counsel" means the law firm of Outten & Golden LLP.

1.5 Collective Action Plaintiffs. "Collective Action Plaintiffs" means all women who are or were employed in a Covered Position in any of the 50 United States by Uber Technologies, Inc., at any time from July 31, 2014 through the date of the Order Granting Preliminary Approval who do not opt out of the monetary relief provisions of the Settlement and who affirmatively cash a settlement check that bears the legend: "I have received and read the Class Notice in del Toro Lopez, et al. v. Uber Technologies, Inc. By negotiating this check and accepting payment, I (i) consent to join in this lawsuit and the Equal Pay Act collective action, (ii) elect to participate in the Settlement, and (iii) agree that I have waived and released the Released Parties from all Released Claims as defined in the Settlement Agreement and in the Notice in this lawsuit. This Release shall become effective on the Effective Date."

1.6 Court. "Court" means the Court having jurisdiction over this Litigation, at any stage (presently the United States District Court for the Northern District of California).

1.7 Covered Position. A "Covered Position" means Software Engineer I (10397), Software Engineer II (10407), Senior Software Engineer (10415), Senior Software Engineer II (20132) and Staff Software Engineer (10426) or their predecessor job codes, "Covered Position" does not include individuals currently or formerly employed as interns, temporary workers, independent contractors or contract workers by Uber or by any contractor of Uber.

1.8 Defendant or Uber. "Defendant" or "Uber" means Uber Technologies, Inc.

1.9 Defendant's Counsel. "Defendant's Counsel" means the law firm of Paul Hastings LLP.

1.10 Effective Date. "Effective Date" means the date on which the Court has entered the Order Granting Final Approval, provided that no timely objection has been made or that all timely objections have been resolved or withdrawn, thus triggering the appeal waiver in Section 10.4.7. If an objection to the Settlement is timely filed and has not been resolved or withdrawn by the date on which the Court has entered the Order Granting Final Approval, the Effective Date shall be the date on which the deadline for taking an appeal has passed, or, if there is an appeal of the Court's Order Granting Final Approval, the day after all appeals are fully and finally resolved in favor of final approval of the Agreement.

1.11 EPA. "EPA" means the Equal Pay Act of 1963, as amended, 29 U.S.C. 206(d).

1.12 Fairness Hearing. "Fairness Hearing" means the hearing during which the Court shall finally approve the Agreement and make such other rulings as are contemplated by this Agreement or as modified by any subsequent mutual agreement of the Parties in writing and approved by the Court.

1.13 Fund B Calculation Notice. "Fund B Calculation Notice" means the individualized notice sent by the Settlement Administrator to each Class Member who timely submits a Claim Form, informing them of (a) the dollar value of their shares of the Fund A and Fund B and (b) the deadline by which they can opt out or object to the Settlement.

1.14 Gross Fund. The "Gross Fund" means the common settlement fund account in the sum of Ten Million Dollars ($10,000,000) that is established by the Settlement Administrator and shall be used to pay all settlement payments to the Rule 23 Class and the Collective Action Plaintiffs; all Service Award(s); the LWDA Payment; Class Counsel's attorneys' fees (including fees for monitoring the settlement), costs, and expenses; and the fees and expenses of the settlement administrator. It shall not be used to pay the employer's share of payroll taxes, which shall be paid by Uber separate and apart from (i.e., in addition to) the Gross Fund. There shall be no reversion of any monies from the Gross Fund to Uber. Uber shall not be responsible for any additional payment not expressly set forth in this Agreement.

1.15 Litigation. "Litigation" means the First Amended Complaint filed in the United States District Court for the Northern District of California Case No. 4:17-cv-06255-YGR, on behalf of Named Plaintiffs, and the allegations and claims made therein.

1.16 Named Plaintiffs and Class Representatives. "Named Plaintiffs" and "Class Representatives" means Roxana del Toro Lopez and Ana Medina.

1.17 Nationwide Class. "Nationwide Class" means all women (of any race or national origin) and all Latino/Latina/Hispanic, African American/Black, Native American, Alaskan Native, and/or multiracial individuals (who are in part one of the foregoing races) who are or were employed in a Covered Position by Uber Technologies, Inc., in the United States at any time from July 31, 2013 through the date of the Order Granting Preliminary Approval.

1.18 Net Fund. The "Net Fund" is defined as the Gross Fund minus court-approved Class Counsel's attorneys' fees (including fees for monitoring the settlement), costs, and expenses (see Sections 5.2.5 - 5.2.6); class representative Service Awards (see Section 5.2.3); the fees and expenses of the Settlement Administrator (see Section 5.2.4); and the PAGA Payments (see Sections 5.2.1 - 5.2.2). The Net Fund shall be divided into Fund A and Fund B.

1.19 Notice. "Notice" means the Notice of Collective, Class Action and PAGA Representative Action Settlement, substantially in the form attached hereto as Exhibit A, and as approved by the Court.

1.20 Order Granting Final Approval. "Order Granting Final Approval" means the final order entered by the Court after the Fairness Hearing.

1.21 Order Granting Preliminary Approval. "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, and the time period for, and the manner of, opt-outs and objections.

1.22 PAGA. The California Private Attorneys General Act ("PAGA"), Cal. Lab. Code §§2698-2699.

1.23 PAGA Penalty. "PAGA Penalty" refers to the Fifty Thousand Dollar ($50,000) civil penalty, allocated and distributed as provided by Sections 5.2.1 and 5.2.2.

1.24 Parties. "Parties" means the Plaintiffs and Defendant Uber Technologies, Inc.

1.25 Plaintiffs. "Plaintiffs" means, collectively, "Named Plaintiffs," "Rule 23 Class Members," and "Collective Action Plaintiffs."

1.26 Qualified Settlement Fund. The Gross Fund shall be paid to a "Qualified Settlement Fund" established by the Settlement Administrator within ten (10) calendar days of the date on which the Court grants final approval of the settlement.

1.27 Released Parties. "Released Parties" means Uber Technologies, Inc. and all of its incumbent and former officers, directors, owners, members, managers, shareholders, investors, agents, insurers, attorneys, employees, fiduciaries, assigns, and representatives, in their individual and/or representative capacities.

1.28 Rule 23 Class. "Rule 23 Class" means, collectively, the "Nationwide Class" and the "California Class."

1.29 Rule 23 Class Members. "Rule 23 Class Member" or "Class Member" means all individuals in the Rule 23 Class, as approved by the Court, who did not opt out of the monetary relief provisions of the Settlement.

1.30 Service Award(s). "Service Award" means the additional amounts paid to the Named Plaintiffs listed in. Section 7.1, subject to Court approval, for their service in this Litigation.

1.31 Settlement Administrator. The "Settlement Administrator" means the entity selected by Class Counsel subject to Uber's approval. JND Legal Administration has been selected as the Settlement Administrator.

2. GENERAL TERMS

2.1 It is the desire of the Parties to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or related to the Litigation which exist between them, and between the Released Parties and the Rule 23 Class Action, Collective Action and PAGA Representative Plaintiffs.

2.2 It is the intention of the Parties that this Agreement shall constitute a full and complete settlement and release of all Released Claims against all Released Parties and a dismissal of all pending actions covered by the Released Claims.

2.3 Uber denies all claims as to liability, wrongdoing, damages, penalties, interest, fees, injunctive relief and all other forms of relief, as well as the class and collective allegations asserted in the Litigation. Uber has agreed to resolve the Litigation via this Agreement, but to the extent this Agreement is deemed void or the Effective Date does not occur, Uber does not waive, but rather expressly reserves, all rights to challenge any and all claims and allegations asserted by the Class Representatives in the Litigation upon all procedural and substantive grounds, including without limitation the ability to challenge class or collective action treatment on any grounds and to assert any and all other potential defenses or privileges. The Class Representatives and Class Counsel agree that Uber retains and reserves these rights, and they agree not to take a position to the contrary. Specifically, and the Class Representatives and Class Counsel agree that, if the Litigation were to proceed, they shall not argue or present any argument that Uber should be barred from contesting class action certification pursuant to Federal Rule of Civil Procedure 23 on any grounds relating to this Agreement, pursuing decertification of the conditionally certified Equal Pay Act collective action, or asserting any and all other potential defenses and privileges. The Class Representatives and Class Counsel hereby waive any such argument, including any argument based on this settlement or this Agreement or any exhibit and attachment hereto, or any act performed or document executed pursuant to or in furtherance of this settlement or this Agreement. This Agreement shall not be deemed an admission by, or a basis for estoppel against, Uber that class action treatment pursuant to Federal Rule of Civil Procedure 23 or conditional certification of the Equal Pay Act collective action pursuant to 29 U.S.C. §216(b) is proper or cannot be contested on any grounds. Additionally, neither the Agreement nor the settlement, nor any act performed or document executed pursuant to, or in furtherance of, the Agreement or the settlement: (a) is or may be deemed to be or may be used as an admission or evidence of the validity of any Released Claim, or of any wrongdoing or liability of the Released Parties, or any of them; or (b) is or may be deemed to be or may be used as an admission or evidence of any fault or omission of the Released Parties, or any of them, in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal.

2.4 Class Members shall release the class claims pled in the First Amended Complaint in del Toro Lopez v. Uber, a copy of which is appended as Exhibit E. The release shall not cover claims for disability discrimination, retaliation or wrongful termination.

2.5 Neither this Agreement nor anything in it, nor any part of the negotiations that occurred in connection with the creation of this Settlement, shall constitute evidence with respect to any issue or dispute in any lawsuit, legal proceeding, or administrative proceeding, except for legal proceedings concerning the enforcement or interpretation of this Agreement.

2.6 The Parties agree to cooperate fully with each other, and shall aim to effectuate and implement all terms and conditions of this Agreement and to obtain the Court's approval of this Agreement and all of its terms. Each of the Parties, upon the request of any other, 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.

3. BUSINESS PRACTICES PROGRAMMATIC RELIEF AND REPORTING

Uber shall implement the business practices described in subsections 3.1 through 3.7 of this Section for its operations in the 50 United States and the District of Columbia.

3.1 Duration of Changes in Business Practices. The actions in this Section shall be implemented with respect to the Covered Positions, commencing immediately upon the Effective Date, and shall remain binding on the Parties and their agents and successors for a three- (3-) year period following the Effective Date, unless a different timeframe is provided for a particular component of the changes in business practices described herein.

3.2 Diversity Objectives and Reporting.

3.3 Independent Consultant to Work with Uber on Validated Classification and Selection Practices for Class Positions.

3.4 Evaluations, Promotions, and Compensation Rewards for Class Positions.

3.5 Flexible Work Arrangements, Maternity and Parental Leave, and Other Policies.

3.6 Access to Management and Executive Leadership.

3.7 Support to Address Skill Gaps. All Software Engineer I new hires shall receive a check-in approximately three months after their date of hire. At that time, Uber shall outline in writing any technical and non-technical skill or competency gaps detected as of that date, the resources Uber shall make available to address them, the steps the employee should take to address them (including self-study), and a date for a follow-up assessment of progress.

3.8 Structure Changes. If Uber changes the Covered Positions (e.g., consolidates or divides them into different job codes), the provisions of Section 3 shall apply to the successor job codes during the term of this Agreement.

3.9 Monitoring and Reporting. Uber shall provide written reports to Class Counsel setting forth its progress in implementing its commitments under Section 3 of this Agreement ("Compliance Reports") and shall meet with Class Counsel to discuss such progress in accordance with the following schedule following the Effective Date:

4. COMPLIANCE DISPUTE RESOLUTION PROCEDURE FOR BUSINESS PRACTICE CHANGES

4.1 Special Master. No later than thirty (30) calendar days after the Effective Date, the Parties shall jointly request that the Court appoint, pursuant to Federal Rule of Civil Procedure 53, a Special Master. The Parties have selected Fred Alvarez, Esq., as the Special Master. In the event that the appointee becomes unavailable, the Parties shall meet and confer on a replacement and jointly request that the Court appoint a replacement.

4.2 Good Faith Review. No later than thirty (30) calendar days after service of Uber's Compliance Reports (see Section 3.9), or, if at any time during the course of this programmatic relief, Class Counsel identifies other grounds that they believe constitute non-compliance with the terms of this Agreement, Defendant's Counsel and Class Counsel shall confer on whether Uber has complied with the obligations under the terms of this Agreement. If the Parties disagree, then Class Counsel shall, within fourteen (14) calendar days, submit to the Special Master a statement of position contending that Uber failed to comply with the obligations under the terms of this Agreement. Uber may, within fourteen (14) calendar days of receiving that statement of position, submit a response/opposition to the Special Master.

4.3 Review by Special Master. Upon receiving the Parties' submissions, the Special Master may request additional written submissions, or require the Parties to appear for a hearing, if appropriate. In any event, within thirty (30) calendar days of receiving the Parties' submission(s), the Special Master shall issue a written decision regarding whether Uber has met its obligations or is non-compliant with the Agreement in any respect. if Uber has not met its obligations or is noncompliant with the Agreement, it shall have thirty (30) calendar days following receipt of the Special Master's decision to meet the obligations or otherwise cure any non-compliance. If Uber fails to cure within this time period, Plaintiffs or their representatives may seek to enforce compliance through the Court.

4.4 Objections to Special Master's Decision. Should either Party disagree with the Special Master's ruling, such Party may file an objection before the assigned district court judge pursuant to Federal Rule of Civil Procedure 53 after first conferring in good faith with the other Party in an effort to resolve the dispute.

4.5 Special Master Fees. Uber shall pay the Special Master's fees and expenses, if any, separate and apart from the Settlement Fund.

5. MONETARY RELIEF

5.1 Gross Fund Payment. No later than ten (10) calendar days after the date on which the Court grants final approval of the settlement, Uber shall wire Ten Million Dollars ($10,000,000) to the Settlement Administrator for the Gross Fund.

5.2 Gross Fund. The Gross Fund shall be deposited into a common fund and allocated as follows, as of the Effective Date:

5.3 Allocation of the PAGA Penalty Payment to California Class Members Who Worked During Pay Periods from June 22, 2016 through Date of Order Granting Preliminary Approval ("PAGA Period").

5.4 Allocation of Individual Monetary Awards from Fund A.

5.4.1 Category 1: All Work Weeks Nationwide —July 31, 2013 through July 30, 2014. For each work week they were paid for work from July 31, 2013 through July 30, 2014, all Rule 23 Class Members shall receive one point, adjusted by the appropriate Job Title Multiplier, as set forth in Table 1.

Table 1: Job Title Multipliers

5.4.2 Category 2: All Work Weeks in California from July 31, 2014 through Date of Order Granting Preliminary Approval.

However, if the Class Member had previously signed a release encompassing claims covered by Section 5.4.2, the Class Member shall receive fifty (50) percent of the points otherwise due for the time period covered by the release.

5.4.3 Category 3: Work Weeks Outside of California from July 31, 2014 through Date of Order Granting Preliminary Approval.

5.4.5 Calculating the Value of Each Collective Action Plaintiff's and Class Member's Award from Fund A.

5.5 Allocation of Individual Monetary Awards from Fund B for Effects of Harassment and Discrimination (Beyond Compensation Loss).

5.6 Distribution of Monetary Awards. The Settlement Administrator shall distribute the individual monetary awards accordingly on the time schedule described herein and pursuant to the orders of the Court.

5.7 Payroll Taxes. Separate and apart from the Gross Fund, the Settlement Administrator shall calculate and Uber shall pay to the Settlement Administrator the employer's share of any statutory FICA, FUTA, and other payroll taxes arising from any payments to Collective Action Plaintiffs and Class Members for wages. The Settlement Administrator shall be responsible for remitting those taxes to the appropriate state and federal taxing authorities, filing the required tax returns and issuing the required IRS forms to the Class Members and Collective Action Plaintiffs.

5.8 Control of the Gross Fund. The Gross Fund shall be controlled by the Settlement Administrator subject to the terms of this Agreement and any orders of the Court. Interest earned on the Gross Fund, if any, shall derive from interest earned on uncashed checks, if any, and may be retained by the Settlement Administrator to cover the cost of administering the resolution of those uncashed checks.

5.9 Common Fund. The Gross Fund shall constitute a "common fund." Upon opening this account, Uber shall execute an election statement provided by the Settlement Administrator which shall be affixed to the initial tax return of the Gross Fund in order to establish the start date of the Gross Fund. The Gross Fund shall be created, managed and disbursed by the Settlement Administrator under the supervision of Class Counsel and Defendant's Counsel. The Settlement Administrator shall be the only entity authorized to make withdrawals or payments from the Gross Fund.

5.10 Return of Gross Fund. The Settlement Administrator shall have the obligation to return to Uber the entire Gross Fund (excluding the costs incurred by the Settlement Administrator) within seven (7) calendar days in the event that this Agreement is rendered null and void.

6. ATTORNEYS' FEES AND COSTS

6.1 At least twenty-one (21) calendar days before the objection deadline, Class Counsel shall petition the Court for an award of attorneys' fees in a sum not to exceed Three Million Dollars ($3,000,000) and costs not to exceed One Hundred Seventy Thousand Dollars ($170,000) that shall fully compensate Class Counsel for the attorneys' fees and litigation costs incurred at any time in connection with the Action, including any applicable multiplier. Should the Court award a lesser amount of fees or costs, the difference between this amount and the amount awarded for fees and costs shall he added in proportionate shares to Funds A and B.

6.2 Uber agrees that Plaintiffs are entitled to an award of reasonable attorneys' fees and costs in the Action. The Parties agree that the full amount of the attorneys' fees and costs awarded in this action shall be paid from the Gross Fund.

6.3 The outcome of any proceeding related to Class Counsel's application for attorneys' fees and costs shall not terminate this Agreement or otherwise affect the Court's Final Approval ruling.

6.4 Payment of Class Counsel's attorneys' fees and costs approved by the Court shall be made from the Gross Fund within fifteen (15) calendar days after the Effective Date.

7. SERVICE AWARDS

7.1 At least twenty-one (21) calendar days before the objection deadline, Plaintiffs shall apply to the Court to receive the following Service Awards: Up to Fifty Thousand Dollars ($50,000) for Plaintiff Roxana del Toro Lopez and up to Thirty Thousand Dollars ($30,000) for Plaintiff Ana Medina in recognition of their services to the Class and in exchange for signing a general release of all claims in a form acceptable to Uber. Should the Court award a lesser amount of Service Awards, the difference between these amounts and the amounts awarded for Service Awards shall be added in proportionate shares to Funds A and B.

7.2 Uber shall not oppose and agrees to pay the Court-approved Service Awards up to the above-listed amounts. The Service Awards and the requirements for obtaining such payments are separate and apart from, and in addition to, the Named Plaintiffs' recovery from the Net Fund.

7.3 The outcome of the Court's ruling on the application for Service Awards shall not terminate this Agreement or otherwise affect the Court's Final Approval ruling.

7.4 Payment of Service Awards approved by the Court shall be made from the Gross Fund within fifteen (15) calendar days after the Effective Date.

8. DISTRIBUTION OF INDIVIDUAL MONETARY AWARDS

8.1 Settlement Checks. The Settlement Administrator shall mail all individual monetary awards no later than thirty (30) calendar days after it receives the Gross Fund Payment set forth in Section 5.1. The face of each check shall clearly state that it must be cashed within one hundred eighty (180) calendar days.

8.2 Reminder Postcards. The Settlement Administrator shall, thirty (30) calendar days prior to the check expiration date, send a reminder postcard to those Named Plaintiffs, Collective Action Plaintiffs, and Class Members who have not yet cashed their settlement award checks and shall provide Class Counsel and Defense Counsel with copies of those postcards. The Settlement Administrator shall also attempt to contact those Named Plaintiffs, Collective Action Plaintiffs, and Class Members via telephone (and may also use email if the Settlement Administrator has an email address for the individual).

8.3 Returned Settlement Award Checks. The Settlement Administrator shall perform an address trace for any undeliverable checks, and re-send the checks if a different address is found, within three (3) business days of receipt of any undeliverable check.

8.4 Uncashed Cheeks and Unused Funds. If any Named Plaintiff, Collective Action Plaintiff, or Class Member fails to cash his/her award check within one hundred eighty (180) calendar days, the funds shall be distributed in equal shares to the following organizations approved by the Court (and any appellate court, if applicable) as valid cypres beneficiaries: Girls Who Code, the Mexican American Legal Defense and Educational Fund ("MALDEF") and the NAACP Legal Defense and Educational Fund. Funds distributed to MALDEF and the NAACP LDF must be used only for efforts to challenge discrimination in employment. If the Court (or any appellate court, if applicable) determines that any cy pres recipient is inappropriate, the funds shall be distributed in equal shares to the remaining cy pres recipient(s), and if none remains, then those funds should escheat to the state of the Class Member's residence.

8.5 Final Report by Settlement Administrator. No later than ten (10) calendar days after the check void date, the Settlement Administrator shall provide Class Counsel and Defendant's Counsel with a declaration providing a final report on the disbursements of all funds.

8.6 Taxability of Settlement Payments.

8.6.1 For tax purposes:

9. FORM OF NOTICE AND CLAIM FORM

9.1 All Collective Action Plaintiffs and Rule 23 Class Members shall receive a Notice substantially in the form evidenced by Exhibit A and a Claim Form substantially in the form evidenced by Exhibit B, each attached hereto. The Notice shall be tailored for each individual and have pre-printed information regarding that individual's name, contact information, and information pertinent to the estimated allocation under Fund A for the Named Plaintiff, Collective Action Plaintiff, and/or Class Member. The Notice and Claim Form shall be enclosed in an envelope substantially in the form evidenced by Exhibit C, attached hereto.

10. ADMINISTRATION OF SETTLEMENT

10.1 Settlement Administrator's Duties.

10.2 Notice and Claim Form Procedures.

10.3 Opt-Outs.

10.4 Objections and Written Comments.

10.5 No Solicitation of Objection or Request to Opt Out. The Parties agree that the decision to opt out should be left to the individual Class Members. If contacted by a Class Member, Class Counsel may provide any advice or assistance to any Class Member who requests them to do so. If Defendant's Counsel is contacted by Class Members regarding the Settlement, counsel shall refer the call or communication to Class Counsel. In addition, at no time shall Plaintiffs, Uber, or their respective counsel seek to solicit or otherwise encourage Class Members or any other persons to submit written objections to the settlement or encourage Class Members to appeal the Court's final approval order and entry of judgment, or to opt out of the Settlement.

11. PRELIMINARY AND FINAL APPROVAL

11.1 Preliminary Approval by the Court. Within twenty-eight (28) calendar days of the execution of this Agreement, Plaintiffs shall submit to the Court a Motion for Preliminary Approval of the Settlement ("Preliminary Approval Motion"). The Preliminary Approval Motion shall seek the setting of dates for opt-outs, objections, and a Fairness Hearing and shall present the [Proposed] Order Granting Preliminary Approval attached hereto as Exhibit D.

11.2 Final Order and Judgment from the Court. Plaintiff's shall seek to obtain from the Court an Order Granting Final Approval. The motion shall, among other things, seek: (a) final certification of the Rule 23 Class for purposes of settlement; (h) final approval of settlement of the Collective Action Plaintiffs' EPA claims; (c) final approval of settlement of the Rule 23 Class Members' claims as fair, adequate, reasonable, and binding on all Class Members who have not opted out; and (d) an entry of judgment in accordance with this Agreement.

11.3 Fairness Hearing. The Fairness Hearing shall be held at the Court's convenience, but not earlier than ninety (90) calendar days after CAFA notices arc served.

12. RELEASE

12.1 Rule 23 Class Members, including Named Plaintiffs.

12.2 Collective Action Plaintiffs, including Named Plaintiffs. Upon the Effective Date, and except as to such rights or claims as may be created by this Agreement, each Collective Action Plaintiff, on behalf of her respective current, former and future heirs, spouses, executors, administrators, agents, and attorneys, fully releases and discharges all Released Parties from all gender-based discrimination claims involving alleged unequal, disparate, or unfair compensation under the Equal Pay Act, 29 U.S.C. §206(d), that were brought in the Complaint or that are based on the same facts and circumstances as the claims brought in the Complaint. Collective Action Plaintiffs who cash their settlement checks shall be deemed to have accepted this Release. Only as to the claims released herein, each Collective Action Plaintiff waives all rights and benefits afforded by Section 1542 of the Civil Code of the State of California (quoted in Section 12.1), and does so understanding the significance of that waiver.

12.3 Events After Final Approval. Nothing in this Agreement shall be construed to bar any claims of the Named Plaintiffs, Collective Action Plaintiffs, or the Rule 23 Class Members based on or arising out of events occurring after the date of the Order Granting Final Approval by the Court of the Agreement.

13. UBER'S RIGHT TO WITHDRAW OR MODIFY AGREEMENT

13.1 If five percent (5%) or more of the Class Members validly elect not to participate in the Settlement, Uber shall have the absolute right, in its sole discretion and notwithstanding any other provisions of this Agreement, but subject to all the provisions and time limits of this Section, either (i) to withdraw in writing from and rescind this Agreement in which case all actions taken in its furtherance shall be null and void for all purposes and may not be used or introduced in further litigation except to determine whether Uber is entitled to withdraw from the Agreement and has validly done so, or (ii) to modify this Agreement through further negotiations with Class Counsel. Uber must exercise this right within ten (10) calendar days after the Settlement Administrator sends the final list of all Opt-Out Statements to Class Counsel and Defendant's Counsel by email pursuant to Section 10.3.3. If five percent (5%) or more of the Class Members opt out of the monetary relief provisions of the Settlement, and Uber exercises its right to void the Settlement, Uber shall pay the Settlement Administrator's reasonable fees and expenses incurred as of the date that Uber exercises its right to void the Settlement.

13.2 If any of the Named Plaintiffs or Class Representatives submit a timely and complete request for exclusion, Uber shall have the absolute right, in its sole discretion and notwithstanding any other provisions of this Agreement, but subject to all the provisions and time limits of this Section, to withdraw in writing from this Agreement, or to modify this Agreement through further negotiations with Class Counsel. If Uber does withdraw in conformity with the provisions and time limits of this Section, the Agreement will be null and void for all purposes and may not be used or introduced in further litigation except to determine whether Uber is entitled to withdraw from the Agreement and has validly done so. Uber shall have ten (10) calendar days after the expiration of all Class Members' deadlines pursuant to the provisions described in the Notice of Class Action Settlement to withdraw from (or modify through negotiation) this Agreement on the basis that a Named Plaintiff or Class Representative has submitted a timely and complete request for exclusion.

14. INTERPRETATION AND ENFORCEMENT OF AGREEMENT

14.1 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.

14.2 Binding Effect. Upon execution of this Agreement by the Parties and their counsel, this Agreement shall be binding upon the Parties unless the Court fails to approve the Agreement as set forth herein.

14.3 Notices to Counsel. All notices to counsel required or desired to be given under this Agreement shall be in writing and by overnight mail and email to lead counsel for the respective Parties. Specifically, such notices shall be mailed to Johan C. Sagafi of Outten & Golden LLP and Nancy L. Abell of Paul Hastings LLP for Uber, their respective addresses set forth below (or to such other address as any such party of counsel may designate in a notice):

14.4 Arm's-Length Transaction; Materiality of Terms. The Parties have negotiated all the terms and conditions of this Agreement at arm's length. All terms and conditions of this Agreement in the exact form set forth in this Agreement are material to this Agreement and have been relied upon by the Parties in entering into this Agreement.

14.5 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.

14.6 Severability. Following the Effective Date, if any provision of this Agreement is held by a court of competent jurisdiction to be void, voidable, unlawful, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, subject to the limitations set forth above.

14.7 Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California, without regard to its choice of law principles, except to the extent that the law of the United States governs any matter set forth herein, in which case such federal law shall govern.

14.8 Continuing Jurisdiction. The Court shall retain jurisdiction over the interpretation and implementation of this Agreement as well as any and all matters arising out of, or related to, the interpretation or implementation of this Agreement and of the settlement contemplated thereby for three (3) years following the Effective Date.

14.9 Waivers, etc. 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.

14.10 Counterparts. The Parties may execute this Agreement in counterparts, and execution in counterparts shall have the same force and effect as if Plaintiffs and Uber had signed the same instrument. The failure of one or more Plaintiffs to sign this Agreement does not affect its enforceability, except as otherwise set forth herein.

14.11 Facsimile/Electronic Signatures. Any Party may execute this Agreement by causing her or its counsel to sign on the designated signature block below and transmitting that signature page via facsimile or email to counsel for the other Party. Any signature made and transmitted by facsimile or email 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 transmits the signature page by facsimile or email.

15. DUTIES OF THE PARTIES FOLLOWING COURT APPROVAL

15.1 In connection with the Final Approval by the Court of this Agreement, Class Counsel, and Counsel for Defendant shall submit a proposed final order and judgment: