STIPULATION AND [PROPOSED] CONTINGENT ORDER OF DISMISSAL

JON S. TIGAR, District Judge.

The parties hereto stipulate as follows:

1. The parties have reached agreement to settle this case under the terms and conditions specified in the Settlement Agreement, attached hereto as Exhibit A.

2. The settlement involves payment of consideration over time.

3. If the settlement payments are not made in a timely fashion or if the Settlement Agreement is otherwise breached, Plaintiffs can file the Stipulation for Entry of Judgment attached hereto as Exhibit B. The Court shall then Order the Entry of Judgment. Plaintiffs have agreed not to file the Stipulation for Entry of Judgment if the Settlement Agreement is complied with in full.

4. The parties agree that Plaintiffs may reopen the matter by filing the Stipulation for Entry of Judgment at any time prior to September 1, 2013, if Defendant fails to pay the consideration due or otherwise violates the terms and conditions of the Settlement Agreement.

IT IS SO STIPULATED.

[PROPOSED] ORDER

The parties hereto, having advised the Court that they have agreed to a settlement of this action,

IT IS HEREBY ORDERED that this action is dismissed; however, if Plaintiffs certify to this Court, with proof of service of a copy thereon on the Defendant or its counsel, on or before September 1, 2013, that the agreed consideration for the settlement has not been paid or the Settlement Agreement has otherwise been breached, the foregoing Order shall be vacated by this Court and this action shall forthwith be restored to the calendar. Plaintiffs may then file the Stipulation for Entry of Judgment referred to in the above stipulation and proof of payments made by Defendant and reasonable attorneys' fees and costs incurred by Plaintiffs. Judgment will then be entered forthwith.

IT IS SO ORDERED.