[PROPOSED] ORDER AND JUDGMENT GRANTING PLAINTIFF'S MOTIONS FOR: (1) FINAL APPROVAL OF CLASS ACTION SETTLEMENT; (2) APPROVAL OF ATTORNEYS' FEES AND COSTS AND CLASS REPRESENTATIVE'S SERVICE PAYMENT AWARD

*AS MODIFIED BY THE COURT*

YVONNE GONZALEZ ROGERS, District Judge.

Plaintiff Lindsay Santini ("Plaintiff" or "Class Representative") and Defendant Wells Fargo Bank, N.A. ("Wells Fargo" or "Defendant"), through their counsel of record, have reached an agreement to settle claims in the putative class action, filed in the United States District Court, Northern District of California and captioned Santini v. Wells Fargo Bank, a National Association, Case No. 16-cv-01992-YGR (the "Action"). This matter came before the Court on September 12, 2017, for a hearing on Plaintiff's Motions for: (1) Final Judgment and Order Approving Class Action Settlement; and for (2) Approval of Attorneys' Fees and Costs, and Class Representative's Service Payment Award. Due and adequate notice having been given to Class Members as required by the Court's May 17, 2017 Preliminary Approval Order (Dkt. No. 48), and the Court having considered all papers filed and proceedings in this action, and having received no objections to the settlement, and determining that the settlement is fair, adequate, and reasonable, and otherwise being fully informed and good cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

1. This Order adopts and incorporates by reference the terms and conditions of the Class Action Settlement Agreement and Release ("Settlement Agreement"), attached hereto as Exhibit 1, together with the definitions used therein.

2. The Settlement Agreement is fully and finally approved.

3. This Court has jurisdiction over the claims of the members of the Class asserted in this proceeding, personal jurisdiction over the Plaintiff and Defendant, and the members of the Class, as defined in the Settlement Agreement.

4. This Court previously conditionally certified the Class for settlement purposes. The Court hereby grants final certification approval for settlement purposes to the Class, defined as:

5. The Court hereby grants final certification approval for settlement purposes to the Opt-In Class which consists of the following individuals: Class Members who cash their settlement checks, consenting to join this Action as a party plaintiff under 29 U.S.C. § 216(b) and expressly releasing in writing any and all claims under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §§ 201, et seq. that are or could be based on or related to the same matters alleged in the Complaint and/or First Amended Complaint. The members of the Opt-In Class are also Members of the Class.

6. Notice of Settlement given to the class fully and accurately informed Class Members of all material elements of the proposed settlement and of their opportunity to exclude themselves from, object to, or comment on the settlement, and to appear at the final approval hearing. The notice was reasonable and the best notice practicable under the circumstances. Accordingly, this Court finds that the notice program described in the Settlement and completed by the Administrator complied fully with the requirements of due process, the Federal Rules of Civil Procedure, and all other applicable laws.

7. The Settlement Agreement is not an admission by Defendant or by any other Released Party, nor is this Order a finding of the validity of any allegations or of any wrongdoing by Defendant or any other Released Party. Neither this Order, the Settlement Agreement, nor any document referred to herein, nor any action taken to carry out the Settlement Agreement, may be construed as, or may be used as, an admission of any fault, wrongdoing, omission, concession, or liability whatsoever by or against Defendant or any of the Released Parties.

8. All Participating Class Members are bound by this Final Order and Judgment and by the terms of the parties' Settlement Agreement, including releases provided for in the Settlement and this Final Order and Judgment. As of the effective date of Settlement, by operation of the entry of this Final Judgment and Order, each Participating Class Member, including Plaintiff, shall be deemed to have fully released, waived, relinquished, and discharged, to the fullest extent permitted by law, all Released Claims that he or she may have against the Released Parties as outlined below:

9. The Court permanently enjoins, bars, and forever precludes all Participating Class Members from initiating, pursuing, or prosecuting in any forum (or allowing to be initiated, pursued, or prosecuted in their own right or on their own behalf) any of the Released Claims.

10. Class Members were given a full opportunity to participate in the Final Approval Hearing, and all Class Members and other persons wishing to be heard have been heard. Accordingly, the Court determines that all Participating Class Members are bound by this Order.

11. The Court has considered all relevant factors for determining the fairness of the settlement and has concluded that all such factors weigh in favor of granting final approval. In particular, the Court finds that the settlement was reached following meaningful discovery and investigation conducted by Plaintiff's counsel; that the settlement is the result of serious, informed, adversarial and arm's-length negotiations between the parties; and that the terms of the settlement are, in all respects, fair, adequate, and reasonable.

12. In so finding, the Court has considered all evidence presented, including evidence regarding the strength of the Plaintiff's case; the risk, expense, and complexity of the claims presented; the likely duration of further litigation; the amount offered in settlement; the extent of investigation and discovery completed; and the experience and views of Plaintiff's counsel. The Court has also considered the absence of objection to the settlement.

13. The Court hereby finds the Payments to Participating Class Members under the terms of the Settlement to be fair and reasonable in light of all the circumstances. The Court, therefore, orders the calculations and payments to be made and administered in accordance with the terms of the Settlement Agreement.

14. The Court finds that the services provided by the Administrator were for the benefit of the Class, and the cost of $25,000.00 is fair, reasonable, and appropriate for reimbursement. The Court approves payment to Rust Consulting, Inc. for administration fees, which include all costs and fees incurred to date, as well as estimated costs and fees involved in completing the administration of the Settlement.

15. The Court confirms The Markham Law Firm and United Employees Law Group as Class Counsel in this action. The Court finds that Class Counsel have the sufficient experience, knowledge, and skill to promote and safeguard the interests of the Class. The Court, therefore, finds that Plaintiff's counsel satisfy the professional and ethical obligations of Class Counsel.

16. The Court further approves an award of attorneys' fees of $185,149.25. The Court finds that this amount is supported by both the application of the percentage fee and the lodestar-plus-multiplier methods for awarding reasonable attorneys' fees.

17. In the course of this litigation, Class Counsel incurred $11,634.00 in costs in the form of court filing fees, mediation fees, deposition transcripts, document copying fees, legal research charges, deposition travel expenses, and delivery charges. The Court approves the reimbursement of Class Counsel's costs in the amount of $11,634.00, pursuant to the terms of the Settlement Agreement.

18. The Court finds that Lindsay Santini is a suitable representative for the Settlement Class and is hereby appointed the Class Representative. The Court finds that Class Representative's investment and commitment to the litigation and its outcome ensured adequate and zealous advocacy for the Settlement Class, and her interests are aligned with those of the Settlement Class.

19. The Court finds Class Representative's Service Payment Award in the amount of $5,000.00 fair and reasonable compensation based upon the evidence presented regarding the services provided and risks incurred by Plaintiff in assisting Class Counsel.

20. Without affecting the finality of this Final Judgment and Order, the Court reserves continuing and exclusive jurisdiction over the parties to the Settlement, including Defendant and Class Members, to administer, supervise, construe and enforce the Settlement in accordance with its terms.

21. In the event the Judgment is overturned, reversed, not affirmed in its entirety, or never becomes final, the Payment Date does not occur, or the Settlement Agreement is nullified or modified for any reason, Wells Fargo does not waive any and all rights, including its right to oppose class certification. The Settlement Agreement is a settlement document and shall be inadmissible in evidence in any proceeding, except an action or proceeding to approve, interpret, or enforce the Settlement Agreement.

22. Whether or not the Settlement is finally approved, neither the Settlement nor any of its terms, nor any order, the Judgment, document, statement, proceeding or conduct related to this Settlement Agreement nor any accounts or reports thereof, shall in any event be: (a) construed as, offered or admitted in evidence as, received as, or deemed to be evidence for any purpose adverse to the Released Parties, including, but not limited to, evidence of a presumption, concession, indication or admission by any of the Released Parties of any liability, fault, wrongdoing, omission, concession or damage; and/or (b) disclosed, referred to or offered or received in evidence against any of the Released Parties, in any further proceeding in this Action, or in any other civil, criminal, administrative action or proceeding of any type, except for the purposes of settling this Action pursuant to the terms of the Settlement Agreement, enforcing the Settlement Agreement or Judgment, or enforcing the release of the Released Claims; or (c) used in any other way for any other purpose.

IT IS SO ORDERED.

EXHIBIT 1

This Class Action Settlement Agreement and Release (hereinafter "Settlement" or "Agreement") is made and entered into by and between Plaintiff Lindsay Santini (hereinafter, "Plaintiff" or "Class Representative"), individually and on behalf of the settlement class, and Defendant Wells Fargo Bank, N.A., (hereinafter "Defendant" or "Wells Fargo") (collectively, "the Parties") and subject to the approval of the Court.

1. On April 15, 2016, Plaintiff Lindsay Santini filed a Class Action Complaint in the United States District Court for the Northern District of California, which initiated Case No. 16-cv-01992-YGR (the "Action"). The Action is brought on behalf of all current and former employees who worked as Phone Banker 1's and/or Phone Banker 2's (collectively "Phone Bankers") for Wells Fargo in the State of California during the period commencing from April 15, 2012, to the present. The Action alleges that Wells Fargo failed to pay for all wages earned, including overtime, failed to provide compliant meal periods and rest breaks, failed to timely pay all wages owed upon termination, failed to furnish accurate wage statements, and violated California Business & Professions Code Section 17200 et seq.

2. As part of the settlement of this Action and for purposes of this settlement only, Plaintiff will file a First Amended Complaint in the Action alleging a cause of action for violation of the Fair Labor Standards Act ("FLSA") on behalf of the Class Members for unpaid wages, including unpaid overtime, liquidated damages and other available remedies. Otherwise, the First Amended Complaint will be identical to the Complaint. If this Agreement does not become final for any reason, the Parties' willingness to stipulate to the filing of a First Amended Complaint shall have no bearing on, and will not be admissible in connection with, these issues in this case or any subsequent proceeding. The Parties and their counsel will not offer or make reference to this provisional stipulation for purposes of settlement in any subsequent proceeding in this Action or in any other action. If the Payment Date does not occur for any reason, Plaintiff will dismiss the FLSA claim.

3. On January 24, 2017, the Parties participated in a day-long mediation before Jeffrey A. Ross, a well-regarded mediator who has mediated many wage and hour class actions.

4. Prior to the January 24, 2017 mediation, the Parties engaged in written discovery and engaged in an informal exchange of information. Defendant provided Plaintiff with documentation regarding its policies regarding timekeeping, overtime, meal periods and rest breaks, provided data compilations regarding the putative class members, and provided Plaintiff with an opportunity to assess the login process that Phone Bankers engage in before fielding customer calls. Furthermore, counsel for the Parties conferred extensively concerning this information, the merits of the Parties' claims and/or defenses, and other issues relevant to reaching a settlement.

5. The Parties were able to reach a settlement in the days following the January 24, 2017, mediation.

6. Plaintiff and her counsel have conducted sufficient discovery (formal and informal) and analysis to evaluate the strengths and weaknesses of her respective claims and Wells Fargo's defenses and to recommend this Settlement to the Class Members and the Court.

TERMS OF SETTLEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises and warranties set forth herein, the Parties agree, subject to the Court's approval, as follows:

7. Definitions of Certain Settlement Terms:

8. Settlement of Action: This Action and any claims, damages, or causes of action alleged in this Action or that could have been alleged based on the allegations alleged in the Action, including any claims arising from the alleged violation of any provision of California and/or federal law which were or could have been raised as a part of the Action, shall be settled and compromised as between the Settlement Class and each Participating Class Member, and Defendant, subject to the terms and conditions set forth in this Agreement and the approval of the United States District Court for the Northern District of California.

9. Settlement Date: The Settlement embodied in this Agreement shall become effective upon execution by all Parties, Class Counsel, counsel for Defendant, and final approval from the Court, following notice to the Class Members and a formal fairness hearing and entry of a final judgment by the Court in accordance with the terms herein.

10. Settlement Amount.

11. Settlement Formula and Distribution: Subject to the conditions of this Agreement, Participating Class Members shall be entitled to a share (the "Settlement Share") of the Net Settlement Amount. The Net Settlement Amount is to be divided among all Participating Class Members, based on their pro-rata percentage of workweeks (determined by dividing the number of weeks worked by the Participating Class Member as a Phone Banker in California during the Class Period, by the total number of weeks worked by all Participating Class Members as a Phone Banker in California during the Class Period), such that the Participating Class Members shall receive a dollar amount calculated by multiplying his or her percentage by the Net Settlement Amount.

12. Reference to Wells Fargo's Records: The number of weeks worked by Participating Class Members as Phone Bankers in California during the Class Period will be determined by reference to Wells Fargo's records. Wells Fargo's records shall be presumptively correct for determining who the Class Members are (including which Phone Bankers are excluded under Paragraph 7.b. above), and the number of weeks worked by the Class Member as a Phone Banker in California during the Class Period.

13. Allocation of Settlement Payments:

14. Service Payment Award to Class Representative: Subject to the approval of the Court, Defendant will pay Five Thousand Dollars ($5,000) to the Class Representative as a service payment award for her time and efforts as Class Representative and taking the risk of paying the costs of Defendant in the event of an unsuccessful outcome, as well as for her assistance to her counsel in prosecuting this Action on behalf of the absent class members. This service payment award is in addition to her right to participate in the claims process. This service payment award shall be paid from the Gross Settlement Amount. In addition, the Class Representative will execute a general release of all known and unknown claims, substantially in the form attached hereto as Exhibit "A," in exchange for her service payment award.

15. Attorneys' Fees and Costs

16. Payment Date: Defendant shall pay to Administrator all amounts awarded and approved by the Court, for payment to the Settlement Class, the service payment award, and attorneys' fees and costs on the "Payment Date," which shall be the latest of the following occurrences:

17. No Further Payments: Defendant shall have no obligation to pay or provide any further consideration to any Class Member by reason of this Agreement or because of the foregoing payments, including but not limited to contributions to any 401(k) or other retirement or employee benefit plan, vacation or sick pay, etc. Any payments made pursuant to this Agreement will not trigger any obligation of Defendant to make any withholding for 401(k) contributions or to make any contributions to any 401(k) or similar such plan.

18. Certification for Settlement Purposes Only: As part of this Agreement, the Parties stipulate to the certification of the Settlement Class for purposes of this Settlement only. If this Agreement does not become final for any reason, the Parties' willingness to stipulate to class certification as part of this Settlement shall have no bearing on, and will not be admissible in connection with, the issue of whether any class should be certified in these cases or in any subsequent proceeding. The Parties and their counsel will not offer or make reference to this provisional stipulation to class certification for purposes of this Settlement in any subsequent proceeding in this Action (except for purposes of having this Agreement approved by the Court) or in any other action.

19. Parties' Contentions: In entering into this Agreement, Defendant denies any liability or wrongdoing of any kind associated with the claims alleged in Plaintiff's Complaint and First Amended Complaint, and further denies that this Action is appropriate for class treatment. Defendant contends, among other things, that it has complied with the California Labor Code and the Business and Professions Code at all times. In entering into this Agreement, Plaintiff believes that she has filed a meritorious action and that class certification is appropriate.

20. Settlement Fair, Reasonable, and Adequate: Plaintiff and her counsel are of the

THE SETTLEMENT ADMINISTRATOR

21. Selection of Administrator: Subject to the Court's approval, Rust Consulting shall be retained as the Administrator.

22. Class List: Within twenty-one (21) calendar days of the date the Court enters an order granting Plaintiff's Motion for Preliminary Approval (the "Preliminary Approval Date"), Defendant shall provide to the Administrator a listing containing, for each and every member of the Settlement Class, the following information: (1) name, (2) last known address, (3) number of weeks worked by each individual as a Phone Banker in California during the Class Period; and (4) Social Security number.

23. Administrator's Duties: The Administrator's duties will include preparing, printing, and mailing the Notice of Settlement to Class Members; conducting any necessary verifications of Class Member Social Security numbers; conducting a National Change of Address search on all Class Members before the initial Notice of Settlement mailing; conducting skip tracing on any Notice of Settlement returned by the U.S. Postal Service as non-deliverable, as needed, and re-mailing the Notice of Settlement to the Class Member's new address; reviewing and processing Requests for Exclusion (as defined in Paragraph 29 below); handling disputes made by Class Members; providing the Parties with periodic status reports about the delivery of Notice of Settlement and receipt of Requests for Exclusion; calculating Settlement Shares; issuing the checks to effectuate the payments due under the Settlement; issuing the tax reports required under this Settlement; and otherwise administering the Settlement pursuant to this Agreement.

24. Qualified Settlement Fund: The Parties agree that the settlement funds will be placed in an account held by the Administrator to effectuate the terms of this Agreement and the orders of the Court. The Parties agree that the settlement fund (1) shall be established pursuant to an order of the Court prior to the receipt of any monies from Defendant; (2) that it shall be established to resolve and satisfy the contested Claims that have resulted, or may result, from the matters that are the subject of this Action and that are released by this Settlement; and (3) that the fund or account that is established and its assets are segregated and shall be segregated (within a separately established fund or account) from the assets of Defendant and all related other persons. The Administrator shall be responsible for establishing, administering and otherwise operating the settlement fund, including the preparation and filing of federal, state, and local tax returns. The Administrator shall also be responsible for preparing and issuing all checks to the Participating Class Members, Plaintiff, Class Counsel, the employer's share of any payroll taxes and all checks for claims administration costs and expenses that are approved by the Court and any other payments included in this Agreement and approved by the Court.

25. Administrator's Findings: The Administrator shall report, in summary or narrative form, the substance of its findings and, in that regard, the Administrator's approval of claims shall be considered presumptively correct and binding on the Parties, unless the Court rules otherwise. The Administrator shall be granted reasonable access to Wells Fargo's records to perform its duties. All disputes relating to the Administrator's ability and need to perform its duties shall be referred to the Court, if necessary, which will have continuing jurisdiction over the terms and conditions of this Agreement. The Administrator submits to the jurisdiction of the Court in connection with its appointment as Administrator.

26. Administrator's Reports: The Administrator shall provide weekly reports to counsel concerning receipt of Class Members' requests for exclusion and returned mail.

ADMINISTRATION OF SETTLEMENT

27. Notice of Settlement: Within thirty-five (35) days of the Preliminary Approval Date, the Notice of Settlement, in the form attached hereto as Exhibit "B", and approved by the Court, shall be sent by the Administrator to each Class Member. The Notice of Settlement shall be sent by first class mail to each Class Member's current or last known address on file at Defendant, following an updated review of the National Change of Address Registry by the Administrator.

28. Administrator's Responsibility for Payment: The Administrator is responsible for having the payments to each Participating Class Member issued, calculating and withholding all required state and federal taxes, and performing the tax reporting on such payments. Upon completion of its review, the Administrator shall provide the Parties with a report listing the amount of payments made to each Participating Class Member. This report will not contain names or identifying information of Participating Class Members. Settlement checks will be valid for ninety (90) days. At the end of that 90-day period, settlement checks will be void. The amounts of any voided settlement checks shall be distributed to the Unclaimed Property Fund of the State of California Controller's Office.

29. Exclusions: The Notice of Settlement shall describe the process for Class Members to submit a request for exclusion (i.e., "opt-out") ("Request for Exclusion") from this Settlement. Class Members who submit a Request for Exclusion cannot object to the Settlement, cannot be Participating Class Members, and are not eligible for a Settlement Share unless they revoke their Request for Exclusion in writing prior to the Final Fairness Hearing.

30. Objections to the Settlement:

31. Handling of Disputes: Class Member disputes may arise from the following information: (1) job positions held during the Class Period; (2) the time periods in which various job positions were held during the Class Period; and/or (3) the number of weeks worked as a Phone Banker in California during the Class Period.

RELEASE OF CLAIMS BY THE SETTLEMENT CLASS

32. Release of Claims: Upon the Settlement Date, and except as to such rights or claims as may be created by this Agreement, each Participating Class Member fully releases and discharges Defendant, its present, former, and future parents, subsidiaries, affiliates, predecessors, successors and assigns, and each of their respective past and present members, shareholders, directors, officers, employees, agents, servants, registered representatives, insurers and attorneys (collectively hereafter, the "Released Parties") from any and all claims, debts, liabilities, demands, obligations, guarantees, actions, or causes of action of whatever kind or nature, whether known or unknown, from April 15, 2012, through April 15, 2017, that were or could have been alleged based on the claims, facts and/or allegations contained in Plaintiff's Complaint and/or First Amended Complaint (hereinafter, the "Released Claims"), including those arising out of or related to all claims based on failure to pay minimum wages, failure to pay overtime wages, failure to provide meal periods, failure to provide rest periods, failure to pay meal period and/or rest period premium compensation, waiting time penalties for failure to pay all wages due upon termination of employment, failure to provide accurate wage statements, and violation of California Business & Professions Code Section 17200 et seq. including all claims of any kind for minimum wages, regular wages, overtime wages, premium pay, liquidated damages, statutory penalties, civil penalties, restitution, interest, injunctive relief, punitive damages, other damages, costs, expenses and attorneys' fees arising from the alleged violation of any provision of common law or statutory law which were or could have been raised as part of Plaintiff's claims including but not limited to claims under California Labor Code Sections 201, 202, 203, 204, 210, 226, 226.3, 226.7, 510, 512, 558, 1194, 1194.2, 1197, 1197.1, 1198, and 2698, et seq., and all provisions of the California Industrial Welfare Commission Wage Orders that provide the same or similar protection(s). As set forth in Paragraph 28 above, FLSA Participating Class Members will also expressly release in writing any and all claims under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §§ 201, et seq., that are or could be based on or related to the same matters alleged in the Complaint and/or First Amended Complaint.

33. Subsequent Actions: If any Class Member initiates a new lawsuit against

DUTIES OF THE PARTIES PRIOR TO PRELIMINARY APPROVAL

34. The Parties shall promptly submit this Agreement to the United States District Court for the Northern District of California in support of the motion for preliminary approval and determination by the Court as to its fairness, adequacy, and reasonableness. The Parties shall also apply to the Court for the entry of a preliminary order substantially in the form attached hereto as Exhibit "C." Class Counsel shall submit the preliminary approval papers to Wells Fargo's Counsel for their review prior to the filing of such papers with the Court.

DUTIES OF THE PARTIES FOR FINAL COURT APPROVAL

35. In advance of the final approval hearing of the Settlement provided for in this Agreement, the Parties will jointly submit a proposed final judgment. Class Counsel shall submit the final approval papers to Wells Fargo's Counsel for their review prior to the filing of such papers with the Court.

VOIDING THE AGREEMENT

36. If the Court disapproves of or refuses to enforce any of the material conditions set forth in this Settlement, this Settlement shall, at the option of Defendant, be void, and of no further force and effect and shall not be used or admissible in any subsequent proceeding. Defendant may exercise its option to void this Settlement as provided in this paragraph by giving notice, in writing, to Class Counsel and to the Court within two (2) weeks of the entry of the Court's order disapproving or refusing to enforce any of the material conditions of the Settlement.

37. Defendant shall have the right, in its sole discretion, to rescind this Agreement if more than five percent (5%) of the Settlement Class "opts-out" of the Class by submitting a valid and timely Request for Exclusion. Defendant may exercise its option to void this Settlement as provided in this paragraph by giving notice, in writing, to Class Counsel and to the Court at any time prior to final approval of the settlement by the Court, but not later than two (2) weeks after receiving notice that the number of "opt-outs" exceeds five percent (5%). If the right to void is exercised in accordance with the terms of this paragraph, all portions of the Settlement shall be null and void and any order or judgment entered by the Court in furtherance of this Agreement shall not apply.

38. If the conditions of the Settlement set forth herein are not satisfied, or if Defendant voids the Settlement under Paragraph 36 or 37 above, or if the Payment Date does not occur, or, if one or more of the material terms of the Agreement is not approved or is materially modified or reversed, with the exception of the Court's reduction of the amounts of Attorneys' Fees and Costs, Class Representative's Service Payment Award, or Administrator's fee, then this Agreement shall be cancelled, terminated, and shall have no force or effect, unless the Parties agree otherwise. If the Settlement is not finally approved, or if this Settlement is terminated, revoked or cancelled pursuant to its terms, the Parties to this Settlement shall be deemed to have reverted to their respective status as of the date and time immediately prior to the execution of this Agreement.

PARTIES' AUTHORITY

39. The signatories hereby represent that they are fully authorized to enter into this Agreement and bind the Parties hereto to the terms and conditions hereof.

MUTUAL FULL COOPERATION

40. The Parties shall fully cooperate with each other to accomplish the terms of this

NO PRIOR ASSIGNMENTS

41. The Class Representative hereto represents, covenants, and warrants that she has not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action, or rights herein released and discharged except as set forth herein.

NO ADMISSION

42. Nothing contained herein, including the consummation of this Agreement, is to be construed or deemed an admission of liability, culpability, negligence, or wrongdoing on the part of Defendant. Each of the Parties hereto has entered into this Agreement with the intention to avoid further disputes and litigation settled herein with the attendant inconvenience, expenses, and uncertainties. This Agreement is a settlement document and shall, pursuant to Federal Rule of Evidence 408 and California Evidence Code Section 1152, be inadmissible in evidence in any proceeding, except an action or proceeding to approve, interpret, or enforce this Agreement.

TAXES

43. Neither Class Counsel nor counsel for Defendant intend anything contained herein to constitute legal advice regarding the taxability of any amount paid hereunder, nor shall it be relied upon as such. The tax issues for each Class Member may be unique, and each Class Member is advised to obtain tax advice from his or her own tax advisor with respect to any payments resulting from this Settlement Agreement.

44. It shall be the responsibility of the Administrator or its designee to timely and properly withhold from individual Settlement Shares payable to Participating Class Members all applicable federal, state and local income and employment taxes and to prepare and deliver the necessary tax documentation for signature by all necessary Parties and, thereafter, to cause the appropriate deposits of withholding taxes and informational and other tax return filing to occur. It shall be the responsibility of the Administrator to pursue tax refunds on any uncashed checks, and to remit such payments accordingly. Payments to Participating Class Members and to Class Counsel pursuant to this Stipulation shall be reported on IRS Forms W-2 or 1099, and provided by the Administrator to the respective Class Members, Class Counsel and all applicable governmental authorities as required by law.

NOTICES

45. Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given as of the third business day after mailing by United States certified mail with return receipt requested, addressed as follows:

CONSTRUCTION

46. The terms and conditions of this Agreement are the result of lengthy, intensive arms-length negotiations between the Parties, and this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or his, her, or its counsel participated in its drafting.

CAPTIONS AND INTERPRETATIONS

47. Paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision hereof. Each term of this Agreement is contractual and not merely a recital.

MODIFICATION

48. This Agreement may not be changed, altered, or modified, except in writing and signed by the Parties hereto. This Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the Parties hereto.

INTEGRATION CLAUSE

49. This Agreement contains the entire agreement between the Parties relating to the Settlement and transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations, and statements, whether oral or written and whether by a party or such party's legal counsel, are merged herein. No rights hereunder may be waived except in writing.

BINDING ON ASSIGNS

50. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective spouses, heirs, trustees, and executors, administrators, successors, and assigns, including Defendant and the Released Parties.

CLASS MEMBER SIGNATORIES

51. Because the members of the class are so numerous, it is impossible or impractical to have each member of the class execute this Agreement. The Notice of Settlement, Exhibit "B" hereto, and other forms of notice described herein will advise all Class Members of the binding nature of the release and such shall have the same force and effect, to the extent permitted by law, as if this Agreement were executed by each Class Member.

CORPORATE SIGNATORIES

52. Any person executing this Agreement or any such related document on behalf of a corporate signatory hereby warrants and promises for the benefit of all Parties hereto that such person has been duly authorized by such corporation to execute this Agreement or any such related document.

COUNTERPARTS

53. This Agreement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties as set forth herein. Copies and facsimile transmissions of signatures shall be considered the same as an original signature.

PUBLIC COMMENT

54. The Parties and their counsel will not, unless required by law, issue any press