MEMORANDUM AND ORDER

DANIEL D. CRABTREE, District Judge.

This matter comes before the court on plaintiff Jin Nakamura's Unopposed Motion for Final Approval of Settlement (Doc. 136). Defendant Wells Fargo Bank, N.A. d/b/a Wells Fargo Dealer Services, Inc., has agreed to the Settlement in full. The court held a hearing on plaintiff's motion on May 15, 2019. The court has considered the parties' papers, relevant legal authority, the arguments made by the parties in favor of the settlement, and the record in this case. The court grants plaintiff's Motion for Final Approval based on the following findings and factors:

Defendant have agreed, subject to court approval, to settle the above-captioned litigation on the terms set forth in the August 25, 2018, Settlement Agreement;

This court has reviewed and considered the Settlement Agreement1 the parties have entered into, as well as all exhibits to it, the record in this case, the briefs and arguments of counsel, and supporting exhibits;

Plaintiff has moved for an order granting final approval of the Settlement Agreement and final certification of the Settlement Class;

This court finds that the action meets all the prerequisites of Federal Rule of Civil Procedure 23; and

All defined terms contained in this Memorandum and Order have the same meanings as set forth in the Settlement Agreement.

IT THEREFORE IS ORDERED BY THE COURT THAT:

1. The court has personal jurisdiction over the plaintiff and all Class Members and subject matter jurisdiction to approve this Settlement Agreement;

2. Under Rule 23, and solely for purposes of this Settlement, the court certifies the Class, finding that questions of law and fact common to all members of the Settlement Class predominate over questions affecting only individual members, and certification of the Settlement Class for purposes of settlement is superior to other available methods for the fair and efficient resolution of this controversy, satisfying Rule 23(b)(3);

3. The court grants the Motion for Final Approval of the Settlement and fully and finally approves the Settlement Agreement, incorporating into this Order and Final Judgment the Settlement Agreement. All terms used in this Memorandum and Order shall have the same meaning as set forth in the Agreement. The court finds the settlement's terms to be fair, reasonable, and adequate under Rule 23, and directs its consummation under its terms and conditions;

4. The Settlement Agreement and the Final Approval Order and Judgment are binding upon, and have res judicata and preclusive effect in, all pending and future lawsuits or other proceedings encompassed by the Released Claims maintained by or on behalf of the Releasors;

5. The court finds that the notice given to the Class Members under the Notice Plan: (a) constituted the best notice practicable under the circumstances; (b) constituted notice that was reasonably calculated under the circumstances to apprise Class Members of the pendency of the Action, of their right to object to or exclude themselves from the proposed Settlement as applicable, of their right to appear at the final approval hearing, and of their right to seek relief; (c) constituted reasonable, due, adequate, and sufficient notice to all persons entitled to receive notice; and (d) complies in all respects with the requirements of Rule 23, due process, and all other applicable law;

6. Class Counsel and the named plaintiff have represented the Class Members adequately for purposes of entering into and implementing this Agreement and Settlement, and, under Rule 23, the court makes final appointment of Rex A. Sharp, Ryan C. Hudson, and Scott B. Goodger of Rex A. Sharp, P.A.; Bryce B. Bell and Mark W. Schmitz of Bell Law, LLC; and A. Scott Waddell of Waddell Law Firm, LLC as Class Counsel in this matter;

7. Named plaintiff Jin Nakamura has requested an incentive award in the amount of $76,875. An incentive award would reduce the amount distributed to the other class members by the amount awarded. During the settlement approval hearing, class counsel represented that Mr. Nakamura had devoted about 200 hours to the case in his role as class representative. Counsel also explained that Mr. Nakamura, who is active duty in the United States Army, had traveled from his duty station in South Korea for the case. The first time, he used personal leave time to return to California to participate in the mediation of the case. The second time, he traveled to Kansas City, Kansas, for the settlement approval hearing. Counsel also informed the court that Mr. Nakamura had: (1) participated in the second mediation session via Skype (participation that required him to stay awake all night because of the time difference between South Korea and California); (2) appeared for a day-long deposition on his final day of personal leave before returning to South Korea; and (3) had refused, pre-certification, an offer to settle his personal claim against defendant because he was unwilling to abandon the rights of his fellow class members.

8. The court dismisses with prejudice all claims in this action and, except as otherwise explicitly provided for in the Settlement Agreement, does so without costs awarded to either side;

9. The court discharges and releases the Releasees from all Released Claims and permanently bars and enjoins the institution and prosecution, by Releasors and/or any other Person not otherwise excluded, of any and all of the Released Claims;

. The court determines that the Settlement Agreement and any proceedings taken pursuant to it are not and should not in any event be offered or received as evidence of a presumption, concession, acknowledgment, or an admission of liability or of any wrongdoing by defendant or any Releasee or of the suitability of these or similar claims to class treatment for litigation, trial, or any other purpose except settlement; provided, however, that reference may be made to this Agreement and the settlement in such proceedings as may be necessary to effectuate the Agreement;

11. The court, to the extent permitted by law, reserves continuing and exclusive jurisdiction over the Settlement, including all future proceedings, if any, concerning the administration, consummation, and enforcement of this Agreement;

12. The court authorizes the Settling Parties, without further approval from the court, to agree to and adopt such amendments, modifications, and expansions of the Settlement Agreement as shall be consistent in all material respects with this Order and Judgment and not limit the rights of the Settling Parties or Class Members; and containing such other and further provisions consistent with the terms of the Settlement Agreement to which the Settling Parties expressly consent in writing.

IT IS SO ORDERED.

EXHIBIT 1

SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is made and entered into September ___, 2018, between: Wells Fargo Bank, National Association ("Defendant") and Plaintiff Jin Nakamura ("Plaintiff"), both individually and on behalf of the Class (defined below). This Agreement is intended by the Settling Parties (defined below) to fully, finally, and forever resolve, discharge, and settle the Released Claims (defined below), upon and subject to the terms and conditions as set forth in what follows.

WHEREAS, Plaintiff is prosecuting the above-captioned litigation on his own behalf and on behalf of the Class against Defendant;

WHEREAS, Plaintiff alleges, among other things, that since January 1, 2005, Defendant repossessed military servicemembers' motor vehicles in violation of the Servicemembers Civil Relief Act ("SCRA"), 50 U.S.C. § 3901, et seq. and numerous state consumer protection statutes. Plaintiff also alleges common law conversion, negligence, and credit defamation as alleged in Plaintiff's First Amended Complaint, Dkt. No. 20, and proposed Second Amended Complaint Dkt. No. 55-1;

WHEREAS, Defendant denies each and all of the claims and allegations of wrongdoing made by Plaintiff; denies that it has violated any law or other duty; denies that it has engaged in any wrongdoing or any other act or omission that would give rise to liability or cause Plaintiff injuries, damages, or entitlement to any relief; has asserted affirmative defenses to Plaintiff's claims as set forth in its Answer and Affirmative Defenses to Plaintiff's First Amended Complaint, Dkt. No. 30; and would contest certification of a non-settlement Rule 23(b)(3) damages class and/or a Rule 23(b)(1) or Rule 23(b)(2) declaratory and injunctive relief class; and states that it is entering into this Agreement to avoid the further uncertainties, expense, inconvenience, delay, and distraction of burdensome and protracted litigation, and thereby to put to rest this controversy with respect to Plaintiff and the Class and avoid the risks inherent in complex litigation;

WHEREAS, Defendant has provided information to Plaintiff regarding his claims and the claims of the Class through written discovery and voluntarily in advance of and during mediation;

WHEREAS, Plaintiff and Defendant agree that the fact of this Agreement, any of the terms in this Agreement, any documents filed in support of this Agreement, or any statement made in the negotiation thereof shall not be deemed or construed to be an admission or evidence of (i) any violation of any statute or law, (ii) any liability or wrongdoing by Defendant, (iii) liability on any of the claims or allegations, or (iv) the propriety of certifying a litigation class in any proceeding, and shall not be used by any Person for any purpose whatsoever in the Action (defined below) or any other legal proceeding, including but not limited to arbitrations, other than a proceeding to enforce the terms of this Agreement;

WHEREAS, Plaintiffs and Defendant engaged the services of former United States District Court Judge Layn Phillips as a mediator to assist in their negotiations, and starting in February 2018, engaged in extensive settlement negotiations, which included two in-person mediation sessions with Judge Phillips in California between February and May 2018, before agreeing to the terms of this arm's-length Agreement, which embodies all of the terms and conditions of the Settlement (as defined below) between the Settling Parties, and which has been reached (subject to the approval of the Court) as provided below and which is intended to supersede any and all prior agreements between the Settling Parties; and

WHEREAS, Plaintiff and Plaintiff's Class Counsel (defined below) have concluded, after due investigation and after carefully considering the relevant circumstances, including, without limitation, the claims asserted in Plaintiff's First Amended Complaint, Dkt. No. 20, and the proposed Second Amended Complaint Dkt. No. 55-1, the legal and factual defenses thereto and the applicable law, that it is in the best interests of Plaintiff and the Class to enter into this Agreement to avoid the uncertainties of litigation and to assure that the benefits set forth below are obtained for Plaintiff and the Class, and, further, that Plaintiff's Class Counsel consider the Settlement set forth in this Agreement to be fair, reasonable, and adequate and in the best interests of Plaintiff and the Class.

AGREEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the Settling Parties, by and through their attorneys of record, that, subject to the approval of the Court, the Action (defined below) and the Released Claims (defined below), including any Unknown Claims (defined below), against Defendant shall be finally and fully settled, compromised, and dismissed on the merits and with prejudice upon and subject to the terms and conditions of this Agreement, as follows:

I. DEFINITIONS

As used in this Agreement the following terms have the meanings specified below:

II. PRELIMINARY APPROVAL ORDER, NOTICE ORDER AND SETTLEMENT HEARING

A. Reasonable Best Efforts to Effectuate This Settlement. The Settling Parties: (a) acknowledge that it is their intent to consummate this Agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement the terms and conditions of this Agreement and to exercise their best efforts to accomplish the terms and conditions of this Agreement.

B. Certification of Class. For settlement purposes only, the Settling Parties agree to certification of the Class pursuant to Fed. R. Civ. P. Rules 23(a) and 23(b)(3). The Settling Parties' stipulation to the certification of the Class is for purposes of the Settlement set forth in this Agreement only. Defendant's agreement to the certification of the Class solely for the purpose of this Agreement does not, and shall not, constitute, in this or any other proceeding, an admission by Defendant of any kind or any determination that certification of a class for trial or other litigation purposes in the Action or any other separate action is, or would be, appropriate. If the Settlement is not granted Final Approval or this Agreement is otherwise terminated or rendered null and void, the certification of the Class shall be automatically vacated and shall not constitute evidence or any determination that the requirements for certification of a class for trial or other litigation purposes in this Action or any other action are satisfied; in such circumstances, Defendant reserves all rights to challenge certification of any class or subclass for trial or other litigation purposes in the Action or in any other action on all available grounds as if no class had been certified in this Action for purposes of the Settlement.

C. Motion for Preliminary Approval. As soon as practicable following the Execution Date, Class Counsel shall submit this Agreement (including all Exhibits) to the Court and shall apply for entry of a preliminary approval order ("Preliminary Approval Order"), requesting preliminary approval ("Preliminary Approval") of the Settlement. The Preliminary Approval Order, and Notice Plan (defined herein) must be agreed to by Defendant before submittal to the Court. The proposed form of Notice to be used pursuant to the Notice Plan is attached hereto as Exhibit B.

D. Proposed Form of Notice. As part of the Motion for Preliminary Approval, Class Counsel shall submit to the Court for approval a proposed form of, method for, and schedule for dissemination of notice to the Class (the "Notice Plan"). This Notice Plan shall ask the Court to find that the proposed form of and method for dissemination of notice to the Class constitutes valid, due, and sufficient notice to the Class; constitutes the best notice practicable under the circumstances; and complies fully with the requirements of Fed. R. Civ. P. 23 and constitutional due process. Defendant shall be responsible for providing all notices required by the Class Action Fairness Act of 2005, 28 U.S.C. § 1715.

E. Motion for Final Approval and Entry of Final Judgment. Not less than thirty (30) Days prior to the date set by the Court to consider whether this Settlement should be finally approved, Class Counsel shall submit a motion for final approval ("Final Approval") of the Settlement by the Court. Class Counsel shall seek entry of the final approval order ("Final Approval Order") and Judgment, which shall be approved as to form and content by Defendant prior to submission by Class Counsel, containing at least the following:

Class Counsel, by separate order(s), also will request that the Court approve an application for Plaintiff's Incentive Award and attorneys' fees and reimbursement of expenses (as described in § VI below).

F. Stay Order. Upon the date that the Court enters the Preliminary Approval Order, Plaintiff and all Settlement Class Members shall be barred and enjoined from commencing, instituting, or continuing to prosecute any action or any proceeding of any kind (including, but not limited, to an action for actual damages, statutory damages, and/or exemplary or punitive damages) in any court of law, arbitration tribunal, administrative forum, or other forum of any kind worldwide, based on the Released Claims.

III. RELEASES

A. Released Claims. Upon the Effective Date, pursuant to the Court's entry of the Final Approval Order and Judgment, any and all Released Claims against each and all of the Releasees shall be released and dismissed with prejudice and on the merits (without an award of costs to any party other than those provided in § VI infra). The Releasors (regardless of whether any such Releasor ever obtains any recovery by any means, including, without limitation, by receiving any distribution from the Net Settlement Fund) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Releasees.

B. No Future Actions Following Release. The Releasors shall not, after the Effective Date, seek (directly or indirectly) to commence, institute, maintain, or prosecute any suit, action, or complaint of any kind (including, but not limited to, claims for actual damages, statutory damages, and exemplary or punitive damages) against Defendant or any other Releasees (including pursuant to the Action), based on the Released Claims, in any forum worldwide, whether on his or her own behalf or as part of any putative, purported, or certified class.

C. Covenant Not to Sue. Releasors hereby covenant not to sue the Releasees with respect to any Released Claims, including Unknown Claims. Releasors shall be permanently barred and enjoined from instituting, commencing, or prosecuting any claims against the Releasees of any kind (including, but not limited to, for actual damages, statutory damages, and exemplary or punitive damages) based on the Released Claims. The Settling Parties contemplate and agree that this Agreement may be pleaded as a bar to a lawsuit, and an injunction may be obtained preventing any action from being initiated or maintained, in any case sought to be prosecuted on behalf of any Releasors (including, but not limited to, for actual damages, statutory damages, and exemplary or punitive damages) based on the Released Claims.

D. Waiver of California Civil Code § 1542 and Similar Laws. In addition to the provisions at § III(A)—(C) supra, the Releasors expressly acknowledge that they are familiar with and, upon Final Approval of this Settlement, waive and release with respect to the Released Claims any and all provisions, rights, and benefits conferred (a) by Section 1542 of the Civil Code of the State of California, which reads:

(b) by any law of any and all equivalent, similar, or comparable federal or state rules, regulations, laws, or principles of law of any other jurisdiction that may be applicable herein; and/or (c) any law or principle of law of any jurisdiction that would limit or restrict the effect or scope of the provisions of the release set forth in the Agreement. The Releasors expressly agree that by executing this Agreement, and for the consideration received hereunder, it is their intention to release, and they are releasing, all Released Claims, including Unknown Claims. The Releasors acknowledge that they may hereafter discover claims or facts other than or different from those which they know, believe, or suspect to be true with respect to the subject matter of the Released Claims, but the Releasors expressly waive and fully, finally, and forever settle and release any and all past, present, and future claims, counterclaims, lawsuits, set-offs, costs, losses, rights, demands, charges, complaints, actions, causes of action, obligations, or liabilities of any and every kind, whether class, individual, or otherwise in nature, including, without limitation, those known or unknown or capable of being known; those which are unknown but might be discovered or discoverable based upon facts other than or different from those facts known or believed at this time; those which are foreseen or unforeseen, suspected or unsuspected, asserted or unasserted, and/or contingent or non-contingent; and those which are accrued, unaccrued, matured or not matured, all from the beginning of the world until the Effective Date, under the laws of any jurisdiction, which Releasors or any of them, whether directly, representatively, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have, arising out of or relating in any way to any act or omission of the Releasees (or any of them) that is alleged in Plaintiff's Action or could have been alleged in Plaintiff's Action. The release of unknown, unanticipated, unsuspected, unforeseen, and unaccrued losses or claims in this paragraph is contractual and not a mere recital.

E. Dismissal. Subject to Court approval, all Releasors shall be bound by this Agreement, and all of their claims shall be dismissed with prejudice and released, even if they never received actual notice of the Action or this Settlement.

IV. SETTLEMENT FUND

A. Settlement Payment. In full, complete, and final settlement of any and all claims in the Action, Defendant shall (1) pay the members of the Settlement Class who have not already accepted Defendant's remediation settlement offer as of the Effective Date the amounts previously calculated in accordance with the DOJ/OCC Consent Orders1 and (2) pay by wire transfer, in immediately available funds, the Settlement Amount to the Settlement Administrator within ten (10) business Days after the Effective Date. In the event that the foregoing date falls on a Saturday, Sunday, or U.S. bank holiday, the payment will be made on the next business day. The Settlement Amount includes all monetary benefits and distributions to the Settlement Class Members and any class representative incentive award. It does not include attorney's fees and expenses or Notice and Administrative Costs—all of which are to be paid by Defendant separate and apart from the Gross Settlement Fund as set forth in this Agreement.

B. Disbursements Prior to Effective Date. The Gross Settlement Fund will remain subject to the jurisdiction of the Court, until such time as it is fully distributed in compliance with the Agreement and Distribution Plan, and any applicable Court order. No amount may be disbursed from the Gross Settlement Fund unless and until the occurrence of the Effective Date.

V. ADMINISTRATION AND DISTRIBUTION OF GROSS SETTLEMENT FUND

A. Time to Appeal. The time to appeal from an approval of the Settlement shall commence upon the Court's entry of the Judgment regardless of whether or not an application for attorneys' fees and expenses has been submitted to the Court or resolved.

B. Distribution of Gross Settlement Fund. Upon further orders of the Court, the Settlement Administrator, subject to such supervision and direction of the Court and/or Class Counsel as may be necessary or as circumstances may require, shall administer the Settlement and shall oversee distribution of the Gross Settlement Fund to Authorized Recipients pursuant to the Distribution Plan. Subject to the terms of this Agreement, the Distribution Plan and any order(s) of the Court, the Gross Settlement Fund shall be applied as follows:

C. Distribution of Net Settlement Fund. Upon the Effective Date and thereafter, and in accordance with the terms of this Agreement, the Distribution Plan and such further approval and further order(s) of the Court as may be necessary or as circumstances may require, the Settlement Administrator shall distribute the Net Settlement Fund to Authorized Recipients, subject to and in accordance with the following:

D. No Liability for Distribution of Settlement Funds. Releasees will make reasonable efforts to facilitate Class Counsel's receipt of records necessary to identify Settlement Class Members entitled to distribution from the Net Settlement Fund. The Releasees, Releasees' counsel, Plaintiff, and Class Counsel shall not have any responsibility for, or liability whatsoever with respect to, the distribution of the Gross Settlement Fund; the Distribution Plan; the determination, administration, or calculation of claims; the distribution of the Net Settlement Fund; or any losses incurred in connection with any such matters. In addition to the releases set forth in § III, supra, the Releasors hereby fully, finally, and forever release, relinquish, and discharge the Releasees and their counsel from any and all such liability. No Person shall have any claim against the Settlement Administrator based on the distributions made substantially in accordance with the Agreement and the Settlement contained herein, the Distribution Plan, or further orders of the Court.

E. Balance Remaining in Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or otherwise), Class Counsel shall distribute such balance consistent with the Distribution Plan set forth in Exhibit A.

F. All Claims Satisfied by Net Settlement Fund. Each Settlement Class Member shall look solely to the Net Settlement Fund for settlement and satisfaction of all claims released herein. Except as provided by order of the Court pursuant to this Settlement Agreement, no Settlement Class Member shall have any interest in the Gross Settlement Fund, the Net Settlement Fund, or any portion thereof.

VI. INCENTIVE AWARD, ATTORNEYS' FEES, AND REIMBURSEMENT OF EXPENSES.

A. Fee and Expense Application. Class Counsel may submit an application or applications (the "Fee and Expense Application") to the Court for payment of: (a) an award of attorneys' fees; plus (b) reimbursement of reasonable expenses incurred in connection with prosecuting the Action. Class Counsel agree that an application for attorneys' fees will not seek an amount in excess of thirty-three percent (33%) of the Settlement Amount. Defendant agrees not to oppose an application for attorney's fees that does not exceed thirty-three (33%) percent of the Settlement Amount.

B. Payment of Fee and Expense Award. Any amounts that are awarded by the Court pursuant to the paragraph above (the "Fee and Expense Award") shall be paid by Defendant separate and apart from the Gross Settlement Fund. The Fee and Expenses Award shall be paid within ten (10) days after the Effective Date.

C. Award of Fees and Expenses Not Part of Settlement. The procedure for, and the allowance or disallowance by the Court of, the Fee and Expense Application are not part of the Settlement set forth in this Agreement, and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any Fee and Expense Award or any other order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement. No order of the Court or modification or reversal on appeal of any order of the Court concerning any Fee and Expense Award shall constitute grounds for cancellation or termination of this Agreement.

D. No Liability for Fees and Expenses of Class Counsel. Neither the Releasees nor their counsel shall have any responsibility for, interest in, or liability whatsoever with respect to any payment(s) to Class Counsel pursuant to this Agreement and/or to any other Person who may assert some claim thereto or any Fee and Expense Award that the Court may make in the Action, other than as set forth in this Agreement. Similarly, neither the Releasees nor their counsel shall have any responsibility for, interest in, or liability whatsoever with respect to allocation among Class Counsel, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

E. Class Representative Incentive Award Application. Class Counsel and Representative Plaintiff may submit an application to the Court for an Incentive Award ("Incentive Award Application"). Class Counsel and Representative Plaintiff agree that the Incentive Award Application shall not exceed 1.5% of the Net Settlement Fund. Any amount that is awarded by the Court (the "Incentive Award") shall be paid from the Gross Settlement Fund consistent with the provisions of this Agreement. Any Incentive Award shall be paid only after the Effective Date.

F. Final Approval. In the event that this Agreement fails to receive Final Approval by the Court as contemplated herein or in the event that it is terminated by either of the Settling Parties under any applicable provision herein, the Settling Parties agree that neither Plaintiff nor Class Counsel shall be permitted to introduce in evidence, at any hearing; or in support of any motion, opposition, or other pleading in the Action; or in any other federal or state or foreign action alleging a violation of any law relating to the subject matter of the Action, any information provided by Defendant or the Releasees in furtherance of the performance of this Agreement.

VII. CONDITIONS OF SETTLEMENT AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION

A. Effective Date. The Effective Date of this Agreement shall be conditioned on the occurrence of all of the following events:

B. Occurrence of Effective Date. Upon the occurrence of all of the events referenced in the above paragraph, any and all remaining interest or right of Defendant in or to the Gross Settlement Fund, if any, shall be absolutely and forever extinguished, and the Gross Settlement Fund (less any Incentive Award) shall be transferred from Wells Fargo to the Settlement Administrator within ten (10) Days after the Effective Date or as soon thereafter as is reasonably possible and appropriate under the circumstances.

C. Failure of Effective Date to Occur. If all of the conditions specified in § VII(A)(1)-(4) are not met, then this Agreement shall be cancelled and terminated, subject to and in accordance with § VII(I) unless the Settling Parties mutually agree in writing to proceed with this Agreement. The effectiveness of the Settlement is expressly conditioned on the Settlement being approved by the Court and any appellate court reviewing the Settlement without this Agreement being rejected or required to be materially modified by any Court ruling or any order resulting from an appeal or other review. If the Settlement is not finally approved by the Court and any appellate court reviewing the Settlement without material modification as set forth in this Agreement, the Agreement shall terminate and cease to have any effect.

D. Exclusions. Any Settlement Class Member who wishes to opt out of the Class must do so on or before the Exclusion/Objection Deadline specified in the notice to the Class.

E. Objections. Settlement Class Members who wish to object to any aspect of the Settlement, fees, expenses, or attorneys' fees must file with the Court a written statement containing their objections prior to the Exclusion/Objection Deadline. The written statement must include all information specified in the notices. Because any appeal by an objecting Settlement Class Member to the entire Settlement, Class Counsel fees and/or expenses, or Plaintiff's Incentive Award may delay the payment under the Settlement, each objecting Settlement Class Member must elect within thirty (30) days of the Final Approval Order to (a) not appeal; (b) appeal only the objecting Settlement Class Member's portion of the Settlement, Fees, Expenses, or incentive award which would be severed from the rest of the case and would not delay the final judgment for all other Settlement Class Members; or, (c) if the objecting Settlement Class Member purports to appeal on behalf of the entire Class (for which he has not been appointed to represent and would likely be in conflict with), or does not definitively or timely choose option (a) or (b) above, each such objecting Settlement Class Member that appeals agrees to put up a cash bond to be set by the this Court sufficient to reimburse Defendant's and Class Counsel's appellate fees, Defendant's and Class Counsel's expenses, and the lost interest for one year to the Class caused by the likely delay. Any award or payment of attorneys' fees made to the counsel of an objector to the Settlement shall be made only by Court order and upon a showing of a substantial benefit conferred to the Class. Any award of attorneys' fees by the Court will be conditioned on the objector and his or her attorney stating under penalty of perjury that no payments shall be made to the objector based on the objector's participation in the matter other than as ordered by the Court.

F. Failure to Enter Proposed Preliminary Approval Order, Final Approval Order, or Judgment. If the Court does not enter the Preliminary Approval Order, the Final Approval Order or the Judgment, or if the Court enters the Final Approval Order and the Judgment and appellate review is sought and, on such review, the Final Approval Order or the Judgment is finally vacated, materially modified, or reversed, then this Agreement and the Settlement incorporated therein shall be cancelled and terminated; provided, however, the Settling Parties agree to act in good faith to secure Final Approval of this Settlement and to attempt to address in good faith concerns regarding the Settlement identified by the Court and any appellate court.

G. Other Orders. No Settling Party shall have any obligation whatsoever to proceed under any terms other than substantially in the form provided and agreed to herein; provided, however, that no order of the Court concerning any Fee and Expense Application, or any modification or reversal on appeal of such order, shall constitute grounds for cancellation or termination of this Agreement by any Settling Party. Without limiting the foregoing, Defendant shall have, in its sole and absolute discretion, the option to terminate the Settlement in its entirety in the event that the Judgment, upon becoming Final, does not provide for the dismissal with prejudice of the Action and the Released Claims.

H. Termination by Wells Fargo. This Agreement shall be terminable at the option of Wells Fargo if more than ten percent (10%) of the Settlement Class successfully opts out of the Settlement. Wells Fargo shall exercise the option by the later of twenty (20) days after the events giving rise to the termination right.

I. Termination. Unless otherwise ordered by the Court, in the event that the Effective Date does not occur or this Agreement should terminate, or be cancelled or otherwise fail to become effective for any reason; the Settlement as described herein is not finally approved by the Court; or the Final Approval Order or Judgment is reversed, materially modified, or vacated following any appeal taken therefrom, then:

VIII. NO ADMISSION OF LIABILITY

A. Final and Complete Resolution. The Settling Parties intend the Settlement as described here to be a final and complete resolution of all disputes between them with respect to the Action and Released Claims, including Unknown Claims, and to compromise claims that are contested, and it shall not be deemed an admission by any Settling Party as to the merits of any claim or defense or any allegation made in the Action.

B. Federal Rule of Evidence 408. The Settling Parties agree that this Agreement, its terms, and the negotiations surrounding this Agreement shall be governed by Federal Rule of Evidence 408 and any state-law equivalents and shall not be admissible or offered or received into evidence in any suit, action, or other proceeding, except upon the written agreement of the Settling Parties hereto, pursuant to an order of a court of competent jurisdiction, or as shall be necessary to give effect to, declare, or enforce the rights of the Settling Parties with respect to any provision of this Agreement.

C. Use of Agreement as Evidence. Whether or not this Agreement becomes final or is terminated pursuant to its terms, the Settling Parties expressly agree that neither this Agreement nor the Settlement, nor any act performed or document executed pursuant to or in furtherance of this Agreement or the Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claims, any allegation made in the Action, or any violation of any statute or law or of any wrongdoing or liability of Defendant, and evidence thereof shall not be discoverable or used, directly or indirectly, in any way, whether in the Action or in any other proceeding; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any liability, fault, or omission of the Releasees in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Neither this Agreement nor the Settlement, nor any act performed or document executed pursuant to or in furtherance of this Agreement or the Settlement, shall be admissible in any proceeding for any purpose, except to enforce the terms of the Settlement; provided, however, that the Releasees may file this Agreement (including the Exhibits), the Final Approval Order, and/or the Judgment in any action for any purpose, including, but not limited to, in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

IX. REPRESENTATIONS AND WARRANTIES

A. This Agreement and the Settlement shall be subject to the ordinary and customary judicial approval procedures under Fed. R. Civ. P. 23. Until and unless this Agreement is dissolved or becomes null and void by its own terms, or unless otherwise ordered by the Court, or if Final Approval is not achieved, Representative Plaintiff and Defendant represent and warrant that they shall take all appropriate steps in the Action necessary to preserve the jurisdiction of the Court, use their best efforts to cause the Court to grant Preliminary and Final Approval of this Agreement as promptly as possible, and take or join in such other steps as may be necessary to implement this Agreement and to effectuate the Settlement. This includes the obligation to (a) oppose non-meritorious objections and to defend the Agreement and the Settlement before the Court and on appeal, if any; (b) seek approval of this Agreement and of the Settlement by the Court; (c) move for the entry of the orders required to effectuate Preliminary and Final Approval; and (d) join in the entry of such other orders as are necessary to effectuate this Agreement.

B. Any Fee and Expense Award that Representative Plaintiff and Class Counsel may seek upon application to the Court pursuant to this Agreement shall include all attorneys' fees and litigation costs that Representative Plaintiff, Class Counsel, and any of the current and former owners, predecessors, successors, partners, shareholders, agents (alleged or actual), representatives, employees, and affiliates of Class Counsel, seek or may have any right or claim to in connection with the Action and the Released Claims.

C. Representative Plaintiff represents and warrants that other than Class Counsel, as that term is defined herein, there is no other Person having any interest in any award of attorneys' fees, expenses, or litigation costs in connection with the Action, Agreement, or Settlement.

D. Representative Plaintiff and Defendant represent and warrant that he, she, it, or they have full authorization and capacity to enter into this Agreement and to carry out the obligations provided for herein. Each Person executing this Agreement on behalf of a Settling Party, entity, or other Person(s) covenants, warrants, and represents that he, she, or it has been fully authorized to do so by that Settling Party, entity, or other Person(s). Representative Plaintiff and Defendant represent and warrant that he, she, it, or they intend to be bound fully by the terms of this Agreement.

E. Representative Plaintiff and Defendant represent and warrant that they have not, nor will they, unless expressly authorized to do so by the terms of this Agreement, (a) attempt to void this Agreement in any way; (b) Opt-Out of the Settlement under this Agreement; (c) solicit or encourage in any fashion a member of the Class to Opt-Out; or (d) solicit or encourage in any fashion any effort by any Person to object to the Settlement under this Agreement.

F. If any Person breaches the terms of any of the representations and warranties in this section, the Court shall retain jurisdiction over this matter to entertain actions by a Settling Party against such Person for breach and/or any Settling Party's request for a remedy for such breach.

G. Class Counsel represent and warrant that they (a) have no current client with a claim against the Defendant or any of the Releasees of the type alleged in the Action that has not already been filed and served on Defendant and (b) have no present intention to seek out or solicit former or current borrowers with obligations with Defendant, to pursue individual or class claims against the Defendant with respect to matters within the scope of the Release. The Settling Parties understand and agree that nothing in this paragraph imposes or shall be construed to prohibit or restrict Class Counsel from representing persons who seek representation for such claims subsequent to the date of this Agreement.

H. Representative Plaintiffs and Class Counsel represent and warrant that they will not use or seek to use (a) any confidentially designated discovery obtained from Defendant in the Action and/or (b) the fact or content of the Settlement in this Action in connection with any other claim, action, or litigation against any Releasee (excepting only actions to enforce or construe this Agreement).

I. Class Counsel represent and warrant to Defendant that they have the authority to execute this Agreement on behalf of Plaintiffs and themselves, and thereby to bind Plaintiff and themselves, to all terms and conditions of this Agreement, and, subject to Court approval, to bind all Settlement Class Members to the terms and conditions of this Agreement.

X. MISCELLANEOUS PROVISIONS

A. Voluntary Settlement. The Settling Parties agree that the Settlement Amount and the other terms of the Settlement as described herein were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel.

B. Subsequent Events Impacting Administration. In the event that there are any developments in the effectuation and administration of this Agreement that are not dealt with by the terms of this Agreement, then such matters shall be dealt with as agreed upon by the Settling Parties, and failing agreement, as shall be ordered by the Court.

C. Claims in Connection with Administration. No Person shall have any claim against the Plaintiff, Defendant, Counsel for Defendant, Class Counsel, the Settlement Administrator, or the Releasees or their agents based on administration of the Settlement substantially in accordance with the terms of the Agreement or any order of the Court or any appellate court.

D. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties hereto. Without limiting the generality of the foregoing, each and every covenant and agreement herein by Plaintiffs shall be binding upon all Settlement Class Members.

E. Authorization to Enter Settlement Agreement. The undersigned representatives of Defendant represent that they are fully authorized to enter into and to execute this Agreement and any modifications or amendments to the Agreement on behalf of Defendant. Class Counsel, on behalf of Plaintiff and the Class, represent that they are, subject to Court approval, expressly authorized to take all action required or permitted to be taken by or on behalf of the Class pursuant to this Agreement to effectuate its terms and to enter into and execute this Agreement and any modifications or amendments to the Agreement on behalf of the Class that they deem appropriate.

F. Notices. All notices and responses to notices under this Agreement shall be in writing. Each such notice or response shall be given either by email unless otherwise specified herein or in the notice to the Class; and, if directed to any Class Member, shall be addressed to Class Counsel at their email addresses set forth below, and if directed to Defendant, shall be addressed to Counsel for Defendant at the email addresses set forth below or such other email addresses as Class Counsel or Defendant may designate, from time to time, by giving notice to all Settling Parties hereto in the manner described in this paragraph.

If directed to Plaintiff or any Class Member, email address notice to:

If directed to Defendant, email address notice to:

G. Confidentiality of Settlement Negotiations. The Settling Parties and their counsel shall keep strictly confidential and not disclose to any third party any non-public information regarding the Settling Parties' negotiation of this Settlement and/or this Agreement, unless ordered by the Court to do so. For the sake of clarity, information contained within this Agreement shall be considered public, as well as any information requested by the Court in the approval process and other such information necessary to implement this Settlement, provided such information is filed (and is not under seal) and/or is not considered to be confidential materials under the Settling Parties' protective order in this case.

H. No Party Deemed to Be the Drafter. None of the Settling Parties hereto shall be deemed to be the drafter of this Agreement or any provision hereof for the purpose of any statute, case law, rule of interpretation, or construction that would or might cause any provision to be construed against the drafter hereof.

I. Choice of Law. This Agreement shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in the State of Kansas, and the rights and obligations of the Settling Parties to this Agreement shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of Kansas without giving effect to that state's choice of law principles.

J. Amendment; Waiver. This Agreement shall not be modified in any respect except by a writing executed by Defendant and Plaintiff or Class Counsel, and the waiver of any rights conferred hereunder shall be effective only if made by written instrument of the waiving party. The waiver by any party of any breach of this Agreement shall not be deemed or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Agreement. Nothing in the Settlement Agreement (including the fact of Settlement) constitutes or shall be construed as a waiver by Wells Fargo of whatever rights it may have under any arbitration agreement, including with respect to any claim, lawsuit, or judicial proceeding initiated by a member of the Settlement Class who has opted-out of the Settlement.

K. Execution in Counterparts. This Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. Counsel for the Settling Parties to this Agreement shall exchange among themselves original signed counterparts and a complete set of executed counterparts shall be filed with the Court.

L. Integrated Agreement. This Agreement constitutes the entire agreement between the Settling Parties with respect to the Settlement. This Agreement supersedes all prior negotiations and agreements and may not be modified or amended except by a writing signed by the Settling Parties and their respective counsel. The Settling Parties acknowledge, stipulate, and agree that no covenant, obligation, condition, representation, warranty, inducement, negotiation, or understanding concerning any part of the subject matter of this Agreement has been made or relied on except as expressly set forth in this Agreement. It is understood by the Settling Parties that, except for the matters expressly represented herein, the facts or law with respect to which this Agreement is entered into may turn out to be other than or different from the facts now known to each Settling Party or believed by such party to be true. Each Settling Party therefore expressly assumes the risk of the facts or law turning out to be different, and agrees that this Agreement shall be in all respects effective and not subject to termination by reason of any such different facts or law.

M. Attorneys' Fees and Costs. Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and attorneys' fees.

N. Return or Destruction of Confidential Materials. The Settling Parties agree to continue to comply with the Protective Order entered in this Action at the conclusion of the case. All agreements made and orders entered during the course of the Action relating to the confidentiality of information shall survive this Agreement.

O. Intended Beneficiaries. No provision of this Agreement shall provide any rights to, or be enforceable by, any Person that is not one of the Plaintiffs, a Class Member, Defendant, one of the Releasees, Class Counsel, or Counsel for Defendant, except that this Agreement will be binding upon and inure to the benefit of the successors and assigns of the Settling Parties. No Plaintiff, Class Member, or Class Counsel may assign or otherwise convey any right to enforce any provision of this Agreement.

P. Regular Course of Business. The Settling Parties agree that nothing in this Agreement shall be construed to prohibit communications between Defendant and the Releasees, on the one hand, and Settlement Class Members, on the other hand, in the regular course of business.

Q. Tax Consequences. No representations or advice regarding the tax consequences of this Agreement have been made by any Settling Party. The Settling Parties further understand and agree that each Settling Party, each Settlement Class Member, each of Class Counsel, and Plaintiff shall be responsible for his, her, its, or their own taxes, if any, resulting from this Agreement and any payments made pursuant to this Agreement.

R. Bankruptcy Proceedings.

S. No Conflict Intended; Headings. Any inconsistency between this Agreement and the exhibits attached hereto shall be resolved in favor of this Agreement. The headings used in this Agreement are intended for the convenience of the reader only and shall not affect the meaning or interpretation of this Agreement.

T. Settlement Class Member Obligations. Under no circumstances shall the Settlement or Agreement or any release herein be deemed to alter, amend, or change the terms and conditions of any account or loan to which any Settlement Class Member is or was a party, or to provide a defense to any such loan, nor shall the Settlement or the Agreement or the Release be deemed to have any effect in any bankruptcy case, in any foreclosure proceeding, or in any other action involving a Settlement Class Member hereto, nor shall the Settlement Agreement create or be construed as evidence of any violation of law or contract. In the event this Agreement is so construed as to a particular Settlement Class Member, it can be declared by Defendant to be null and void as to that Settlement Class Member only (and in such latter event, the Release as to that Settlement Class Member shall also be void).

U. Press Release. Plaintiff and Class Counsel shall not issue, or otherwise cause to be issued, any press release or advertisement, concerning the Action and/or the facts and circumstances that were the subject of, or disclosed in discovery in, the Action, excepting only such documents created and disbursed as part of the Notice Plan. However, only after the Final Approval Order, Class Counsel may list the case name, the fact of settlement, and the settlement amount on their firm websites. Plaintiff and Class Counsel shall not seek media interviews concerning: (i) the Action; (ii) the facts and circumstances that were the subject of, or disclosed in discovery in the Action; and/or (iii) the Settlement of the Action, excepting only that such statements may be made to individual Settlement Class members in one-on-one communications or as part of the Settlement Class notice. Under no circumstance shall Plaintiff or Class Counsel disclose to any third party (1) any confidentially designated discovery obtained from Defendant in the Action and/or (2) any non-public information regarding the Settling Parties' negotiation of this Settlement and/or this Agreement, except as may be otherwise permitted in this Agreement. Specifically, this paragraph does not alter the scope of any confidentiality provisions or provisions regarding the use of non-public information set forth in this Agreement.

V. Non-Disparagement. Plaintiff's Counsel and Representative Plaintiff agree to refrain from intentionally disparaging Wells Fargo and its parent company, subsidiaries, affiliates, successors or assigns publicly or in the media with respect to any issue related to the Action. Plaintiff's Counsel and Representative Plaintiff agree to refrain from taking any action designed to harm the public perception of Wells Fargo and its parent company, subsidiaries, affiliates, successors or assigns regarding any issue related to this Action, except they may provide sworn testimony if required by an order from a court of competent jurisdiction. Failure to abide by this provision will constitute a breach of this Settlement Agreement.

W. Mediator's Declaration. The parties agree that the Mediator may file a declaration in support of any approval motions.

X. Further disputes: If any disputes arise out of the finalization of the settlement documentation, said disputes are to be resolved by Judge Layn R. Phillips and/or Michelle Yoshida first by way of expedited telephonic mediation and, if mediation is unsuccessful, then by way of final, binding, non-appealable determination.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEROF, the Settling Parties hereto, through their fully authorized representatives, have centered into this Agreement as of the date first below written, and have executed this Settlemen Agreement on the date indicated below ach respective signature.

DATED: September ___, 2018. PLAINTIFF By ___________________________ Jin Nakamura Date: September 2, 2018. DEFENDANT WELLS FARGO BANK, NATIONAL ASSOCIATION By: ___________________________ Title: ____________________ Date: September ___, 2018

EXHIBIT A

EXHIBIT A

DISTRIBUTION PLAN

The following Distribution Plan is designed to distribute the Gross Settlement Fund and Net Settlement Fund. All defined terms used here shall have the same meaning given to them in the Settlement Agreement.

1. Distribution of Gross Settlement Fund:

The Gross Settlement Fund of five million one hundred twenty-five thousand dollars ($5,125,000) shall be used to pay any court-awarded incentive award to the Class Representative. The remainder of the Gross Settlement Fund, less the payment of any court-awarded incentive award set forth in this paragraph, shall constitute the Net Settlement Fund.

2. Distribution of Net Settlement Fund:

a. The Net Settlement Fund shall be distributed to the class members, or their heirs or legatees ("Authorized Recipients") on a pro rata basis. Payments shall be made by check, which shall be automatically voided ninety (90) days after issuance. Checks shall be reissued if the check is returned or the Authorized Recipient asks for it to be reissued within the original 90 day time frame. Reissued checks will be valid for another ninety (90) days from the reissue date.

Reminder Notice: Approximately forty-five (45) days after the original issuance date of a check, a reminder notice will be sent by the Settlement Administrator to Authorized Recipients who have not cashed their checks. The reminder notice shall inform the Authorized Recipient of the following: (i) the check that was previously mailed to the Authorized Recipient; (ii) the deadline for cashing the check; (iii) if the Authorized Recipient no longer possesses the check, the Authorized Recipient can request a reissuance of the check if the Authorized Recipient timely notifies the Settlement Administrator; and (iv) if the check is not timely cashed, the proceeds will be added back to the remaining Net Settlement Fund to be distributed to not-for-profit organizations(s) providing services to military servicemembers and veterans.

b. After the original ninety (90) day voiding period of the payments to Authorized Recipients has passed, the Settlement Administrator shall continue to use all reasonable efforts for one hundred twenty (120) days to locate Authorized Recipients who have not yet cashed their checks and who have not requested reissuance, including contacting the closest office of the Veterans of Foreign Wars ("VFW") for the last known address of the Authorized Recipient. If the Authorized Recipient is located, a check will be promptly reissued to the current address for the Authorized Recipient. Reissued checks will be valid for another ninety (90) days from the reissue date and are subject to the forty-five (45) day reminder notice as set forth above.

c. One year after original issuance date, all uncashed checks will be voided, and the value of uncashed checks shall be added back to the Net Settlement Fund.

d. The remaining Net Settlement Fund proceeds shall then be distributed as cy pres to a not-for-profit organization providing services to military servicemembers and veterans. The Settling Parties have mutually agreed upon the following not-for-profit organization to receive any proceeds distributed from the Net Settlement Fund: The Warrior Initiative, P.O. Box 30624, Clarksvillle, TN 37040.

3. Class Data. Defendant is responsible for providing sufficient data in processed, readily useable form, e.g., in Excel spreadsheets, to the Settlement Administrator to identify and locate all Authorized Recipients and effectuate the Settlement. Such data will be deemed confidential.

4. No Claims Process. All payments shall be paid to Authorized Recipients, without claims process. The Settlement Administrator shall use a mailing protocol that maximizes the likelihood that Settlement payments are received and successfully deposited.

EXHIBIT B

You Are Eligible for Payment from a Class Action Settlement.

A federal court authorized this notice. This is not a solicitation from a lawyer.

Notice Contents

Basic Information

1. Why am I receiving this notice?

2. What is the litigation about?

3. Why is this a class action?

4. Why is there a Settlement?

The Settlement

5. Who is included in the Settlement?

6. How much will my payment be?

7. Will I receive additional money from the DOJ/OCC settlement?

8. How can I determine when I will receive my payment?

9. What do I have to do to receive payment?

Excluding yourself from the Settlement

10. What do I do if I do not want to receive a payment from the Settlement?

11. If I do not request exclusion, can I sue Wells Fargo for the same claims later?

12. If I request exclusion, can I still receive a payment?

The Lawyers Representing You

13. Do I have a lawyer in this case?

14. How will the lawyers be paid for their services?

Objecting to the Settlement

15. How do I inform the Court if I do not approve of the Settlement?

16. What is the difference between objecting to the Settlement and requesting exclusion?

Final Approval Hearing

17. When and where will the Court decide whether to grant final approval of the Settlement?

18. Do I have to attend the hearing?

Getting More Information

19. How and where can I get more detailed information?

Basic Information

1. Why am I receiving this notice?

A Court authorized this notice because you have a right to know about a proposed Settlement of this class action lawsuit and about your options before the Court decides whether to give final approval to the Settlement. This notice explains the litigation, the Settlement, and your legal rights.

Judge Daniel D. Crabtree of the United States District Court for the District of Kansas is overseeing this case. This litigation is known as Nakamura v. Wells Fargo Bank National Association d/b/a Wells Fargo Dealer Services, Inc., Case No. 5:17-cv-04029. The person who initiated the litigation is called the "Named Plaintiff" or "Class Representative". Wells Fargo Bank National Association is the "Defendant."

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2. What is this litigation about?

Plaintiff alleges, among other things, that between January 1, 2006, and December 31, 2017, Wells Fargo repossessed customers' motor vehicles without a court order while the customers were in military service, in violation of the Servicemembers Civil Relief Act, 50 U.S.C. §§ 3901, et seq., and numerous state consumer protection statutes. Plaintiff also alleges common law conversion, negligence, and credit defamation as alleged in Plaintiff's First Amended Complaint, and proposed Second Amended Complaint.

The First Amended Complaint can be viewed at www.WellsFargoMilitarySettlement.com. Wells Fargo denies each and all of the claims and allegations of wrongdoing made by the Plaintiff and denies that it has violated any law or duty.

3. Why is this a class action?

A class action lawsuit allows a large number of people with a common complaint in a matter to sue collectively while being represented by a member of the group called the "Named Plaintiff" or "Class Representative".

In this case, Jin Nakamura, a military customer of Wells Fargo has brought the suit on behalf of himself and any other people with similar claims. Together, all the individuals with similar claims (with the exception of those who request exclusion) are referred to as members of the "Settlement Class."

4. Why is there a Settlement?

The Court has not decided in favor of the Plaintiff or Wells Fargo. The parties have agreed to a Settlement.

By agreeing to the Settlement, the parties avoid the costs and uncertainty of a trial, and Settlement Class members receive the benefits described in this notice. The proposed Settlement does not mean that any law was broken or that Wells Fargo did anything wrong. Wells Fargo denies all claims and allegations made in this case.

The Class Representative and his lawyers believe the proposed Settlement is best for everyone who may be affected by the alleged unlawful motor vehicle repossessions.

The Settlement

5. Who is included in the Settlement?

The "Settlement Class" is defined as:

All servicemembers who, before the servicemember entered military service, paid a deposit or installment on a motor vehicle loan originated, acquired, and/or serviced by Wells Fargo Bank, N.A., its predecessors, successors, subsidiaries, and assigns ("Wells Fargo"), and whose motor vehicle subject to the loan was repossessed by Wells Fargo while the servicemember was in active military service without a court order or a waiver pursuant to the Servicemembers Civil Relief Act, 50 U.S.C. 3918, authorizing the repossession between January 1, 2006, and December 31, 2017, and have not already released their claims.

6. How much will my payment be?

Wells Fargo will pay to the Gross Settlement Fund five million one hundred and twenty-five thousand dollars ($5,125,000). The Gross Settlement Fund, less any Court-awarded incentive award to the Class Representative, shall constitute the Net Settlement Fund.

The Net Settlement Fund will be distributed to the Settlement Class members on a pro rata basis, meaning that each of the approximately 410 Settlement Class members will receive an equal share of the Net Settlement Fund, or about $12,300 to each Settlement Class member.

7. Will I receive additional money from the DOJ/OCC settlement?

Wells Fargo previously entered into consent orders with the Department of Justice ("DOJ") and the Office of the Comptroller of the Currency ("OCC") in connection with allegations similar to those in this lawsuit. Wells Fargo agreed under those orders to provide monetary and non-monetary relief to certain affected military customers. If you previously received payment from Wells Fargo under the DOJ/OCC settlement, you may keep that payment and also receive payment from this Settlement. If you have not received payment from Wells Fargo under the DOJ/OCC settlement, you may be eligible to receive that payment in addition to payment from this Settlement. Payment under the DOJ/OCC settlement will be made from a separate fund established by Wells Fargo pursuant to the DOJ and OCC consent orders and will be made in accordance with the terms of those orders.

More detailed information regarding the DOJ/OCC settlement can be found in the DOJ and OCC consent orders, which can be viewed at the case website www.WellsFargoMilitarySettlement.com.

8. How can I determine when I will receive payment?

The Settling Parties shall use a mailing protocol that maximizes the likelihood that Settlement payments are received and successfully deposited if the Court grants the final approval of the Settlement. Settlement Class members who are entitled to payments will receive their payments by mailed check. Payments will be issued only after the Court grants final approval of the Settlement and after any appeals are resolved. If there are appeals, resolving them can take time. Please check with the case website for the status of the Settlement.

9. What do I have to do to receive payment?

Nothing. Payments will be issued as described in Section 8 above.

10. What do I do if I do not want to receive a payment from the Settlement?

If you do not want to receive payment from the Settlement, then you must take steps to request exclusion from the Settlement. Those steps are set forth in paragraph V.II.D of the Settlement Agreement and summarized below.

To request exclusion from the Settlement, you must timely file a letter or other written document with the United States District Court for the District of Kansas on or before ___[30 days before Final Approval hearing]__, 2019. Copies of your request must be sent to Class Counsel at the addresses listed below in question 13.

Your request for exclusion must include the following information:

11. If I do not request exclusion, can I sue Wells Fargo for the same claims later?

No, you cannot. Unless you request exclusion from the Settlement, you give up the right to sue Wells Fargo for the claims that this Settlement resolves. You must exclude yourself from the Settlement Class in order to maintain your own lawsuit or participate in another lawsuit.

12. If I exclude myself, can I still receive payment?

No, you will not receive a payment if you request exclusion from the Settlement.

The Lawyers Representing You

13. Do I have a lawyer in this case?

The Court has appointed the following lawyers to represent all Settlement Class members as "Class Counsel":

You may contact these lawyers by mail, or by email to sgoodger@midwest-law.com, or by telephone at 913-652-9731. You will not be charged for contacting these lawyers. If you want to be represented by a different lawyer, you may hire one at your own expense.

14. How will the lawyers be paid for their services?

Class Counsel's attorney's fees and expenses incurred in connection with prosecuting the Action will be paid by Wells Fargo, as awarded by the Court. The amount awarded by the Court for Class Counsel's attorney's fees and expenses will not be paid out of the Settlement Fund and will not affect the amount of the payment you receive.

Objecting to the Settlement

15. How do I inform the Court if I do not approve of the Settlement?

If you are a member of the Settlement Class, you can object to any part of the Settlement. To object, you must timely file a letter or other written document with the Court stating all of the following:

You (or your attorney) must file your written objection with the United States District Court for the District of Kansas on or before [30 days before Final Approval hearing], 2019. Copies of your request must be sent to Class Counsel at the addresses listed above in question 13.

Any award or payment of attorney's fees made to the counsel of an objector to the Settlement shall be made only by Court order and upon a showing of substantial benefit conferred to the Class. In determining any such award of attorney's fees to an objector's counsel, the Court will consider the incremental value to the Class caused by any such objection. Any award of attorney's fees by the Court will be conditioned on the objector and his or her attorney stating under penalty of perjury that no payments shall be made to the objector based on the objector's participation in the matter other than as ordered by the Court.

16. What is the difference between objecting to the Settlement and requesting Exclusion?

Objecting is notifying the Court that you think something about the Settlement is unfair, unreasonable, or inadequate. You can only object to the Settlement if you are a class member. Requesting exclusion from the Settlement is notifying the Court that you do not want to remain a class member. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.

The Final Approval Hearing

17. When and where will the Court decide whether to grant final approval of the Settlement?

The Court has scheduled a Final Approval Hearing on ______________, 2019 at __:___ in Courtroom ____ of the United States Courthouse located at 444 S.E. Quincy, Topeka, Kansas 66683. The hearing date and time is subject to change. Updates to the date and time will be posted to the case website at www.WellsFargoMilitarySettlement.com. At the hearing, the Court will consider granting final approval of the Settlement based on whether it is fair, reasonable, and adequate. The Court will also consider requests by Class Counsel for attorney's fees and expenses related to the litigation and the Class Representative incentive award. If there are timely and complete objections, the Court will consider them at the hearing as well.

After the hearing, a decision will be made whether to grant final approval of the Settlement, but it is not known at this time how long it will take for the Court to decide. Class members should visit the case website at www.WellsFargoMilitarySettlement.com to stay updated about the current case status.

18. Do I have to attend the hearing?

Attending the hearing is not required, but you are welcome to attend at your own expense.

If you filed a timely and complete objection, you (or your attorney) do need to attend the hearing to discuss its validity. Failure to do so will be deemed a waiver of the objection absent a showing of hardship preventing attendance.

Getting More Information

19. How do I get more information?

This notice is a summary of the proposed Settlement. More detail regarding the terms of the Settlement can be found in the Settlement Agreement posted at the case website at www.WellsFargoMilitarySettlement.com. You may also contact the Settlement Administrator by calling the toll free number, 1-800-XXX-XXXX, at info@_____________.com, or by writing to Wells Fargo Military Settlement, P.O. Box ______ [city], [state], [zip code]. You may contact Class Counsel at 913-652-9731 or at sgoodger@midwest-law.com. You will not be charged for contacting Class Counsel.