~j'~a4f )

1

STIP

MUCKLEROY LUNT, LLC

2 MARTIN

A.

MUCKLEROY (NV Bar No. 009634)

BRIAN E. LUNT (NV Bar No. 011189)

3 6077 S. Fort Apache Road, Suite 140

Las Vegas, NV 89148

4 Telephone:

702/907-0097

702/938-4065

(fax)

5 martin @muckleroylunt.com

brian @muckleroylunt.com

6

COGBURN LAW OFFICES

7 JAMIE S. COGBURN

Nevada State Bar No. 008409

8 2879 St. Rose Pkwy., Suite 200

Henderson, NV 89052

9 Telephone:

702/384-3616

702/943-1936

(fax)

10

11

12

13

14

Co-Liaison Counsel for Plaintiffs

[Additional counsel appear on signature page.]

DISTRICT COURT

CLARK COUNTY, NEVADA

Electronically Filed

01/20/201511:50:26AM

,

~j'~A4F

CLERK OF THE COURT

In re FORCE PROTECTION, INC.

15 SHAREHOLDER LITIGATION

) Case No. A-11-651336-C

)

16

17

18

19

20

21

22

23

24

25

26

27

28

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

) Dept No. XXVII

This Document Relates To:

ALL ACTIONS.

)

) (ELECTRONIC FILING

CASE)

)

)

- - - )

1

This Stipulation of Settlement (the "Stipulation") dated, January 6,2015, is entered into by

2 and among the following: (i) Plaintiffs Hector

L.

Torres, Thomas E. Young, II, and Richard R.

3 Willmer, individually and on behalf of the Class Members ("Plaintiffs"); and (ii) Defendant Michael

4 Moody ("Defendant"). The Stipulation sets forth each and every term of the Settlement of the

5 above-captioned consolidated action (the "Action") and is intended by Plaintiffs and Defendant

6 (collectively, the "Parties") to fully and finally release, resolve, compromise, settle, and discharge

7 the Released Claims upon the terms set forth herein, subject to the approval of the Eighth Judicial

8 District Court of Clark County, Nevada (the "Court,,).1

THE LITIGATION

9

I.

10

On November 7, 2011, Force Protection, Inc. ("Force Protection") announced that it had

11 entered into an Agreement and Plan of Merger (the "Merger Agreement") with General Dynamics

12 Corporation ("General Dynamics"), which provided, among other things, for the acquisition by

13 General Dynamics of all of Force Protection's outstanding shares of common stock for $5.52 in cash

14 per share (the "Merger").

15

On November 8, 2011, the first of several putative class action complaints on behalf of Force

16 Protection common stockholders was initiated in this Court against Defendant, the remaining

17

members of Force Protection's board of directors (the "Board"), Force Protection, General

18 Dynamics, and Falcon Acquisition Corp. ("Falcon"), alleging, among other things, breach of

19 fiduciary duties against the Board in connection with the Merger and aiding and abetting breach of

20 fiduciary duties against Force Protection, General Dynamics, and Falcon.

21

Thereafter, several additional complaints alleging substantially the same claims on behalf of

22 the same putative class of Force Protection common stockholders were filed in various Nevada state

23 courts (the "Nevada Actions,,).2 In addition, the following actions alleging substantially the same

24

25 1 All Capitalized terms shall have the meanings ascribed to them in Section 1 of this Stipulation,

unless defined elsewhere in the Stipulation.

26

The Nevada Actions are: Wiener v. Moody, et al., Case No. A-11-651336-C (Clark County,

27 Nevada); Cinotto v. Force Protection, Inc., et al., Case No. 11-0C-00356-1B (Carson City, Nevada);

Torres v. Force Protection, Inc., et al.,

Case No. A-11-651464-C (Clark County, Nevada); Bhayani,

1 claims on behalf of the same putative class of Force Protection common stockholders were filed in

2 the Court of Common Pleas of Charleston County, South Carolina:

Wippler v. General Dynamics

3 Corp., et al.,

Civ. A. No. 2011-CP-10-8449;

Coniglione v. Moody et al.,

Civ. A. No. 20 11-CP-8725;

4 and

Alter v. General Dynamics Corp., et al.,

Civ. A. No. 2011-CP-10-8681 (the "South Carolina

5 Actions").

6

On November 30,2011, the Court consolidated all of the Nevada Actions which were either

7 filed in or transferred to this Court challenging the Merger or alleging breach of fiduciary duties or

8 aiding and abetting same in connection therewith into this Action under the following caption and

9 case number:

In re Force Protection, Inc. Shareholder Litigation,

Case. No. A-11-651336-C. The

10 South Carolina Actions were not consolidated and remain pending in the Court of Common Pleas of

11 Charleston County, South Carolina (the "South Carolina State Court").

12

On December 9,2011, the Court entered a Stipulated Order of Class Certification, certifying

13 the Action as a class action, pursuant to Rules 23(a) and 23(b)(l)&(2) of the Nevada Rules of Civil

14 Procedure, on behalf of a class consisting of all record and beneficial holders of Force Protection

15 common stock as of November 6, 2011 and their successors in interest and/or their transferees, but

16 excluding Defendant Moody, the remaining members of Force Protection's Board then serving,

17 Force Protection, General Dynamics, and Falcon, and any person, firm, trust, corporation or other

18 entity related to or affiliated with such excluded persons.

19

At the December 15,2011 hearing on the Plaintiffs' motion seeking a preliminary injunction

20 enjoining the Merger (the "Motion for Preliminary Injunction"), the Court denied the Motion for

21 Preliminary Injunction.

22

23

24 11-03287 (Washoe County, Nevada);

Campbell v. Force Protection Inc., et al.,

Case No.

CV-11-03285 (Washoe County, Nevada);

Sosa v. Moody, et al.,

Case No. CVll-3290-D7 (Washoe County,

Nevada);

Young v. Moody, et al.,

Case No. A-11-651892-C (Clark County, Nevada);

Jagerv. Force

25 Protection, Inc., et al.,

Case No. A-11-651949-B (Clark County, Nevada);

Wienerv. Brubaker, et al.

("Wiener 11"),

Case No. A-11-652188-C (Clark County, Nevada); and

Ackerman et al. v. Force

26 Protection, Inc., et al.,

Case No. A-11-652214-C (Clark County, Nevada). The complaint in the

27 Saulle

action challenging the Merger was voluntarily withdrawn. Another action,

Weisleder v.

Force Protection, Inc., et al.,

Case No. 2:11-CV-01876 (D. Nev.), was filed in federal court in

28 Nevada, but was voluntarily dismissed on December 2,2011.

1

Thereafter, approximately 81

%

of the outstanding shares of Force Protection's common

2 stock was tendered to General Dynamics, and on December 19, 2011, General Dynamics completed

3 the Merger, with all remaining un-tendered shares of Force Protection's common stock being

4 converted to the right to receive the Merger price of $5.52 per share in cash, pursuant to the Merger

5 Agreement.

6

On February 10,2012, Plaintiffs filed a Second Amended Complaint for Breach of Fiduciary

7 Duties and Aiding and Abetting (the "Second Amended Complaint"), alleging, among other things,

8 breach of fiduciary duties against the Board in connection with the Merger and aiding and abetting

9 breach of fiduciary duties against Force Protection, General Dynamics, and Falcon.

l O O n

June 14,2012, the South Carolina State Court entered an order staying the South Carolina

11 Actions in deference to this Action.

12

By order dated August 17,2012, the Court granted in part and denied in part the defendants'

13 motion to dismiss the Second Amended Complaint, dismissing the claims alleged against all

14 defendants other than Defendant Moody, without prejudice and with leave to re-plead.

15

On October 18,2012, the Court granted Plaintiffs' Motion for Class Certification, certifying

16 a class, pursuant to Rules 23(a) and 23(b)(3) of the Nevada Rules of Civil Procedure, comprised of

17 all record holders and beneficial holders of Force Protection common stock as of November 6, 2011

18 through and including December 19,2011, and their successors in interest and/or their transferees,

19 excluding Defendant Moody and any person, firm, trust, corporation or other entity related to or

20 affiliated with Defendant Moody.

21

On December 21,2012, Plaintiffs filed a Third Amended Complaint for Breach of Fiduciary

22 Duties (the "Third Amended Complaint"), which alleged breach of fiduciary duties in connection

23 with the Merger against Defendant Moody only.

24

Between December 2012 and September 2014, the Parties engaged in extensive fact

25 discovery concerning the claims alleged in the Third Amended Complaint. The Parties and various

26 non-parties produced over 70,000 pages of documents. The Parties completed twenty-four witness

27 depositions, including depositions of Defendant Moody, the remaining members of Force

28 Protection's Board who unanimously approved the Merger Agreement, several former Force

1 Protection employees, including Force Protection's former Chief Financial Officer, the financial

2 advisors who rendered opinions concerning the financial fairness of the Merger to Force Protection's

3 shareholders, and a representative of General Dynamics who participated in the negotiations that

4 culminated in the Merger Agreement and the Merger.

5

On September 25, 2014, counsel for Plaintiffs and Defendant participated in a mediation

6 session regarding a possible global resolution of the Action before the Hon. Layn R. Phillips (Ret.)

7 (the "Mediator").

8

On October 1, 2014, the Mediator issued a mediator's recommendation outlining

9 recommended terms for the settlement of the Action.

10

On October 10, 2014, the Mediator's recommendation was accepted by the Parties.

11

Plaintiffs' Counsel have analyzed the evidence adduced through discovery and their

12 investigation relating to the claims and the underlying events and transactions alleged in the Action,

13 and have researched the applicable law with respect to the Class' claims. In negotiating and

14 evaluating the terms of the Stipulation, Plaintiffs' Counsel considered the legal and factual defenses

15 to Plaintiffs' claims. Plaintiffs' Counsel have received sufficient information to evaluate the merits

16 of the Settlement. Based on their evaluation, Plaintiffs' Counsel have determined that the Settlement

17 set forth in the Stipulation is fair, reasonable, and adequate and in the best interests of all the Class

18 Members, and that it confers substantial benefits on the Class Members.

19

Defendant denies any and all allegations of wrongdoing, fault, liability, or damage

20 whatsoever; denies that he engaged in, committed, or aided or abetted the commission of any breach

21 of duty, wrongdoing, or violation of law; denies that Plaintiffs or any of the Class Members suffered

22 any damage whatsoever; denies that he acted improperly in any way; believes that he acted properly

23 at all times; maintains that he and the other members of the Force Protection Board and management

24 complied with their fiduciary duties; maintains that he has complied with federal and state laws; and

25 maintains that he has committed no disclosure violations or any other breach of duty or wrongdoing

26 whatsoever in connection with the Merger. Specifically, Defendant denies that he acted contrary to

27 the best interests of Force Protection and its stockholders, and Defendant further believes that the

28

1 sale process leading up to the Merger achieved a fair price and the best price reasonably available for

2 the Force Protection stockholders.

3

Defendant enters into this Stipulation solely because he considers it desirable that the Action

4 be settled and dismissed with prejudice in order to, among other things, eliminate the uncertainties,

5 burden, and expense of further litigation, and finally put to rest and terminate all of the claims which

6 were or could have been asserted against Defendant or the other Released Persons in the Action.

7 Nothing in the Stipulation shall be construed as an admission by Defendant of any wrongdoing,

8 fault, liability, or damages whatsoever.

9

II.

10

TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO, AND AGREED

11 by the Parties that, subject to the approval of the Court and pursuant to Nevada Rule of Civil

12 Procedure 23 and the conditions set forth in the Stipulation, for the good and valuable consideration

13 conferred on Plaintiffs and the Class, the Action and the Released Claims shall be finally and fully

14 compromised, settled, released, discharged, and dismissed with prejudice as set forth in this

15 Stipulation.

16

1.

Certain Definitions

17

1.1

In addition to the terms defined elsewhere in the Stipulation, the following capitalized

18 terms, used in the Stipulation, shall have the meanings specified below:

19

(a)

"Authorized Claimants" means all Class Members who timely submit a valid

20 Proof of Claim form to the Claims Administrator.

21

(b)

"Claims Administrator" means the administrator retained by Plaintiffs'

22 Counsel on behalf of the Class with the approval of the Court to administer (i) distribution of the

23 Printed Notice and Proof of Claim form to the Class, (ii) publication of the Summary Notice, and

24 (iii) distribution of the Settlement Fund.

25

(c)

"Class" means all persons and/or entities who held shares of Force Protection

26 common stock at any time from and including November 6,2011 through and including December

27 19,2011 (the "Class Period"), whether beneficially or of record, including the legal representatives,

28 heirs, successors-in-interest, transferees, and assignees of all such foregoing holders, but excluding

1 Defendant, General Dynamics, Force Protection, the directors and executive officers of Force

2 Protection who served in those capacities during the Class Period, and their legal representatives,

3 heirs, successors-in-interest, transferees, and assignees. Also excluded from the Class are those

4 persons or entities who timely and properly request exclusion from the Class pursuant to the

5 instructions set forth in the Notice approved through the Preliminary Approval Order. However,

6 until such time as those persons or entities are excluded, they shall be treated as members of the

7 Class.

8

(d)

"Class Member" means a member of the Class.

9

(e)

"Confidentiality Order" means the Stipulation and Order Governing the

10 Production and Exchange of Confidential Information signed by the Court on December 1, 2011.

11

(f)

"Defendant's Counsel" means the law firms of King

&

Spalding LLP and

12 Kaempfer Crowell.

13

(g)

"Effective Date" means the first business day following the date the Judgment

14 becomes Final.

15

(h)

"Fee and Expense A ward" means an award to Plaintiffs' Counsel, approved

16 by the Court, in full satisfaction of any and all claims for attorneys' fees and expenses that have

17 been, could have been, or could be asserted by Plaintiffs' Counselor counsel representing any other

18 Class Member.

19

(i)

"Final" (when referring to the Judgment and/or the Settlement) means the date

20 by which the Judgment shall have been entered by the Court and either: (i) the time for an appeal

21 from the Judgment has expired with no appeal taken; or (ii) if the Judgment is appealed, such appeal

22 is dismissed or withdrawn, or the Judgment has been affirmed in all material respects and is no

23 longer subject to further appeal or other review;

provided however,

that any dispute or appeal

24 relating solely to (a) the amount, payment, or allocation among Plaintiffs' Counsel of attorneys' fees

25 and expenses or (b) the Plan of Allocation shall have no effect for purposes of determining the date

26 on which the Judgment becomes Final and shall not otherwise prevent, limit, or otherwise affect the

27 Judgment, or prevent, hinder, limit, or delay entry of the Judgment.

1

"Judgment" means the Order and Final Judgment to be entered by the Court in

2 all material respects in the form attached hereto as Exhibit

B.

3

(k)

"Net Settlement Fund" means the Settlement Fund less the Fee and Expense

4 Award, Taxes and Tax Expenses, and the Notice and Administration Costs.

5

(1)

"Notice" means the Notice of Pendency and Proposed Settlement of Class

6 Action attached as Exhibit C to this Stipulation (the "Printed Notice") and the Summary Notice

7 attached as Exhibit D to this Stipulation.

8

(m)

"Notice and Administration Costs" means all costs and expenses associated

9 with providing notice of the Settlement to the Class and administering the terms of the Settlement.

10

(n)

"Plaintiffs' Counsel" means the law firms of Robbins Geller Rudman

&

11 Dowd LLP; Levi

&

Korsinsky LLP; Faruqi

&

Faruqi, LLP; Muckleroy Lunt, LLC; and Cogburn

12 Law Offices.

13

(0)

"Plan of Allocation" means the method by which the Net Settlement Fund

14 shall be allocated among the Authorized Claimants as set forth in the Printed Notice, or such other

15 allocation method as is approved by the Court.

16

(p)

"Preliminary Approval Hearing" means the hearing that the Court may hold to

17 decide whether to enter the Preliminary Approval Order.

18

(q)

"Preliminary Approval Order" means the order the Parties shall seek from the

19 Court pursuant to Nevada Rule of Civil Procedure 23, substantially in the form attached hereto as

20 Exhibit A, and providing for, among other things: (i) approval of the form and method for the

21 dissemination of the Printed Notice attached hereto as Exhibit C, together with the Proof of Claim

22 form, attached hereto as Exhibit E; (ii) approval of the form and manner of distribution of the

23 Summary Notice attached hereto as Exhibit D; (iii) the scheduling of the Settlement Hearing; and

24 (iv) the setting of deadlines for filing objections, submitting requests from exclusion from the Class

25 and submitting Proof of Claim forms.

26

(r)

"Proof of Claim form" means the proposed Proof of Claim and Release form

27 to be submitted by Class Members, substantially in the form attached hereto as Exhibit E.

1

(s)

"Released Claims" means any and all claims which are based on, arise out of,

2 result from, relate to, or involve, directly or indirectly, any of the actions, transactions, occurrences,

3 statements, representations, misrepresentations, omissions, allegations, facts, practices, events,

4 claims, or any other matters, things or causes whatsoever, that (i) were alleged, asserted, set forth, or

5 claimed in the Action against the Released Persons; or (ii) could have been alleged, asserted, set

6 forth, or claimed in the Action or in any other action, court (whether state or federal), tribunal,

7 forum, or proceeding by the Releasors including, but not limited to, claims under any and all federal

8 or state securities laws (including those within the exclusive jurisdiction of the federal courts), which

9 arise out of the Class Members' status as former Force Protection stockholders, and which are based

10 on, arise out of, result from, relate in any way to, or involve, directly or indirectly: the Merger; the

11 Force Protection Board's approval of the Merger; the Force Protection Board's consideration, or

12 potential consideration, of the Merger and alternatives to the Merger; disclosures made to Force

13 Protection stockholders in connection with the Merger; the institution, prosecution, assertion,

14 settlement, or resolution of the Action; or Class Members' ownership of Force Protection common

15 stock during the Class Period; provided, however, that the Released Claims shall not include (i) the

16 right of any Party to enforce the Stipulation; or (ii) any Released Person's rights to (a)

17 indemnification or (b) insurance coverage under applicable insurance policies. For avoidance of

18 doubt, the Released Claims include the claims alleged in the South Carolina Actions, except to the

19 extent that the plaintiffs in the South Carolina Actions timely and validly exclude themselves from

20 the Class and seek to pursue such claims solely in their individual capacities.

21

(t)

"Released Persons" means (i) Defendant, Force Protection, and all past or

22 present directors, officers, or employees of Force Protection; (ii) General Dynamics, Falcon, and all

23 past or present directors, officers, or employees of General Dynamics or Falcon; (iii) any and all past

24 or present direct or indirect affiliates, parents, subsidiaries, general partners, limited partners,

25 partnerships, members, associates, predecessors, or successors of Force Protection, General

26 Dynamics, or Falcon; and (iv) the respective officers, directors, managing directors, employees,

27 agents, attorneys, advisors, insurers, accountants, auditors, trustees, financial advisors, lenders,

1 investment bankers, representatives, heirs, executors, personal representatives, estates,

2 administrators, predecessors, successors, and assigns of any of the foregoing.

3

(u)

"Releasors" means Plaintiffs, all other Class Members, and their respective

4 counsel (including, without limitation, Plaintiffs' Counsel).

5

(v)

"Request for Exclusion Deadline" means the date by which Class Members

6 must request to be excluded from, or opt out of, the Settlement.

7

8 Stipulation.

9

(w)

"Settlement" means the settlement contemplated by and set forth in this

(x)

"Settlement Amount" means a total of ELEVEN MILLION DOLLARS

10 ($11,000,000.00) in cash, to be paid pursuant to Section 3.1 hereof.

11

(y)

"Settlement Fund" means the Settlement Amount plus all interest earned

12 thereon.

13

(z)

"Settlement Fund Account" means the account which shall be maintained by

14 the Settlement Fund Escrow Agent and into which the Settlement Amount shall be deposited. The

15 funds deposited into the Settlement Fund Account shall be invested in instruments backed by the full

16 faith and credit of the United States Government or an agency thereof, or in an account fully insured

17 by the United States Government or an agency thereof.

18

(aa)

"Settlement Fund Escrow Agent" means Robbins Geller Rudman &

Dowd

19 LLP or its successor(s).

20

(bb)

"Settlement Hearing" means the hearing that the Court shall hold to decide

21 whether (i) the Settlement should be approved as fair, reasonable, and adequate; (ii) a Judgment

22 approving the Settlement should be entered in accordance with the terms of the Stipulation; (iii) the

23 Plan of Allocation should be approved as fair, reasonable, and adequate; and (iv) an award of

24 attorneys' fees and expenses should be made to Plaintiffs' Counsel, and in what amount.

25

(cc)

"Share" means a share of Force Protection common stock.

26

(dd)

"Supplemental Agreement" means the confidential agreement among the

27 Parties specifying the number of Shares which, if timel y and validly excluded from membership in

1 the Class, will trigger Defendant's option to terminate the Stipulation and Settlement pursuant to

2 Section 6.2 of this Stipulation.

3

(ee)

"Unknown Claims" means any and all Released Claims that any Releasor

4 does not know or suspect to exist in his, her, or its favor at the time of the release of the Released

5 Claims against the Released Persons, including without limitation claims which if known by him,

6 her, or it, might have affected his, her, or its decision(s) with respect to the Settlement.

7

2.

Notice of the Settlement Hearing

8

2.1

As soon as practicable after this Stipulation has been fully executed, the Parties shall

9 apply to the Court for entry of the Preliminary Approval Order in substantially the form attached

10 hereto as Exhibit A, providing for, among other things, (i) certification of the Class; (ii) preliminary

11 approval of the Settlement set forth in this Stipulation; (iii) approval of the form and method of the

12 dissemination of the Printed Notice attached hereto as Exhibit C, together with the Proof of Claim

13 form; (iv) approval of the form and method of the publication of the Summary Notice attached

14 hereto as Exhibit D; and (v) the scheduling of the Settlement Hearing to consider: (A) the

15 Settlement; (B) the joint request of the Parties that the Judgment be entered in all material respects in

16 the form attached hereto as Exhibit B; (C) the Plan of Allocation of Settlement Proceeds; (D)

17 Plaintiffs' Counsel's application for an award of attorneys' fees and expenses; (E) any objections to

18 any of the foregoing; and (F) any other matters properly brought before the Court.

19

2.2

Plaintiffs' Counselor their designee shall be responsible for providing Notice of the

20 Settlement to the Class. Defendant shall cooperate with Plaintiffs in providing Notice, including, but

21 not limited to, using his reasonable best efforts to provide the names and last known addresses and

22 phone numbers of all Class Members. All Notice and Administration Costs shall be paid from the

23 Settlement Fund, and Notice shall be provided in accordance with the Preliminary Approval Order.

24 Apart from funding the Settlement Amount as specified herein, Defendant and the other Released

25 Persons shall have no obligation whatsoever with respect to any expenses or costs incurred related to

26 the notice and administration of the Settlement.

27

1

2.3

At the Settlement Hearing, the Parties shall jointly request that the Judgment be

2 entered, and the Parties shall take all reasonable and appropriate steps to obtain entry of the

3 Judgment in all material respects in the form attached hereto as Exhibit

B.

4

3.

The Settlement Consideration

5

3.1

Defendant's insurers and General Dynamics will cause the Settlement Amount to be

6 paid into the Settlement Fund Account by check or wire payment within fourteen (14) days

7 following the later of the date by which (i) the Court has entered the Preliminary Approval Order;

8

and

(2) Defendant's insurers and General Dynamics have been provided with a copy of the

9 Preliminary Approval Order, a payment address, wiring instructions, and the federal tax ID of the

10 payee. Apart from the payment of the Settlement Amount in accordance with this paragraph,

11 Defendant and the other Released Persons shall have no further monetary obligations to Plaintiffs,

12 the Class Members, or any of their counsel (including, without limitation, Plaintiffs' Counsel) under

13 the Settlement. Nothing in this paragraph shall have any effect on the respective rights and

14 obligations between and among Defendant, Force Protection, General Dynamics, and their

15 respective insurance carriers.

16

3.2

The Settlement Fund shall be administered by the Settlement Fund Escrow Agent and

17 shall be used to pay the Notice and Administration Costs, Taxes and Tax Expenses, and any Fee and

18 Expense Award.

19

3.3

The Settlement Fund Escrow Agent shall invest the Settlement Amount deposited

20 pursuant to Section 3.1 hereof in instruments backed by the full faith and credit of the United States

21 Government or fully insured by the United States Government or an agency thereof, or in an account

22 fully insured by the United States Government or an agency thereof, and shall reinvest the proceeds

23 of these instruments as they mature in similar instruments at their then-current market rates.

24

3.4

The Settlement Fund Escrow Agent shall not disburse the Settlement Fund, except as

25 provided in the Stipulation or by an order the Court.

26

3.5

All funds held by the Settlement Fund Escrow Agent shall be deemed and considered

27 to be in

custodia legis of the Court and shall remain subject to the jurisdiction of the Court, until

1

3.6

Within five (5) days after the payment of the Settlement Amount pursuant to Section

2 3.1 of this Stipulation, the Settlement Fund Escrow Agent may establish a notice and administration

3 fund and may deposit into that fund up to two-hundred thousand dollars ($200,000.00) from the

4 Settlement Fund (the "Notice and Administration Fund"). Before the Effective Date, the Settlement

5 Fund Escrow Agent may, without any further consent from Defendant or order from the Court, use

6 the Notice and Administration Fund to pay costs and expenses reasonably and actually incurred in

7 connection with providing Notice to the Class, locating Class Members, soliciting claims, assisting

8 with the filing of claims, administering and distributing the Settlement Fund to authorized claimants,

9 processing Proof of Claim forms, and paying Taxes and Tax Expenses, escrow fees and costs, if any,

10 subject to a final accounting to the Court. The Notice and Administration Fund may also be invested

11 and earn interest consistent with the requirements for investments of the Settlement Fund Settlement

12 Amount set forth in Section 3.3 of this Stipulation.

13

3.7

Following the Effective Date, the Net Settlement Fund shall be distributed by the

14 Claims Administrator to the Authorized Claimants as follows:

15

(a)

The Net Settlement Fund shall be allocated on a per-Share basis in accordance

16 with the Plan of Allocation among the Authorized Claimants who submitted to the Claims

17 Administrator valid Proof of Claim forms by the deadline provided in the Notice based on the

18 number of Shares of Force Protection common stock held by each Authorized Claimant.

19 Notwithstanding the foregoing, Plaintiffs' Counsel shall have the discretion, but not the obligation,

20 to accept late-submitted claims for processing so long as the distribution of the Net Settlement Fund

21 is not materially delayed thereby, and Plaintiffs' Counsel shall have no liability for declining to

22 accept any such late-submitted claims.

23

(b)

Each Class Member who submits a Proof of Claim form shall be deemed to

24 have submitted to the jurisdiction of the Court with respect to such Proof of Claim form, and the

25 Proof of Claim form is subject to investigation and discovery provided that such investigation and

26 discovery is limited to the Class Member's status as a Class Member and the validity and amount of

27 the Class Member's Proof of Claim form. No discovery shall be allowed on the merits of the

28 Action, or of the Settlement, in connection with the processing of Proof of Claim forms.

1

(c)

Each Proof of Claim form shall be submitted to and reviewed by the Claims

2 Administrator, who shall determine in accordance with this Stipulation and the approved Plan of

3 Allocation the extent, if any, to which each claim shall be allowed, subject to review by the Court

4 pursuant to subparagraph 3.7(e) below;

5

(d)

Proof of Claim forms that do not meet the submission requirements may be

6 rejected. Prior to rejection of a Proof of Claim form, the Claims Administrator shall communicate

7 with the claimant in order to remedy the curable deficiencies in the Proof of Claim form submitted.

8 The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose Proof

9 of Claim forms it proposes to reject in whole or in part, setting forth the reasons therefor, and shall

10 indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the

11 Court if the claimant so desires and complies with the requirements of subparagraph 3.7 (e) below;

12

(e)

If any claimant whose claim has been rejected in whole or in part desires to

13

contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the

14 notice required in subparagraph 3.7(d) above, serve upon the Claims Administrator a notice and

15 statement of reasons indicating the claimant's grounds for contesting the rejection, along with any

16 supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a

17 claim cannot be otherwise resolved, Plaintiffs' Counsel shall thereafter present the request for review

18 to the Court; and

19

(f)

The Claims Administrator shall calculate the claims of Authorized Claimants

20 in accordance with the Plan of Allocation. Following the Effective Date, the Claims Administrator

21 shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No

22 distributions will be made to Authorized Claimants who would otherwise receive a distribution of

23 less than $10.00.

24

(g)

Any Class Member who does not submit a valid Proof of Claim form will not

25 be entitled to receive any distribution from the Net Settlement Fund, but otherwise will be bound by

26 all of the terms of the Stipulation, Settlement, and Judgment, and the releases provided for in the

27 Stipulation and the Judgment, and will be permanently barred and enjoined from bringing any

28

1 action, claim, or other proceeding of any kind against the Released Persons with respect to the

2 Released Claims.

3

(h)

Except as provided below in Section 6.5, Defendant shall not have a

4 reversionary interest in the Net Settlement Fund.

If

(whether by reason of tax refunds, uncashed

5 checks, or otherwise) there is any balance remaining in the Net Settlement Fund after six (6) months

6 from the date of the initial distribution made to Authorized Claimants (the "Initial Distribution"),

7 Plaintiffs' Counsel shall, if feasible, distribute this balance among the Authorized Claimants who

8 negotiated the checks sent to them in the Initial Distribution and who would receive a minimum of

9 $10.00. These distributions shall be repeated until the balance remaining in the Net Settlement Fund

10 is

de minimis. Thereafter, any balance remaining in the Net Settlement Fund shall be donated to an

11 appropriate non-profit organization selected by Plaintiffs' Counsel, subject to the Court's approval.

12

3.8

Defendant and the Released Persons shall have no input, responsibility, or liability for

13 the Plan of Allocation or any claims, payments, or determinations by the Claims Administrator or by

14 the Court pursuant to Section 3.7(e) hereof, in respect of Class Member claims for payment under

15 the Settlement from the Net Settlement Fund. Unless the Settlement is terminated in accordance

16 with this Stipulation, Defendant and the Released Persons shall have no reversionary interest in the

17 Net Settlement Fund.

18

3.9

The administration, distribution, and allocation of the Net Settlement Fund are

19 matters separate and apart from the Settlement, and any decision, alteration, or modification to the

20 administration, distribution, and allocation of the Net Settlement Fund shall not affect the validity or

21 Finality of the Settlement or the Judgment.

22

3.10

No Person shall have any claim against Plaintiffs, the Settlement Fund Escrow Agent,

23 Plaintiffs' Counsel, or the Claims Administrator based on distributions made substantially in

24 accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or

25 further order( s) of the Court.

26

4.

Taxes

27

4.1

At all times, the Parties and the Settlement Fund Escrow Agent agree to treat the

28 Settlement Fund as a "qualified settlement fund" within the meaning of Treas. Reg.

§

1.468B-l. In

1 addition, the Settlement Fund Escrow Agent shall timely make elections as necessary or advisable to

2 carry out the provisions of Section 3 of the Stipulation, including, if necessary, the "relation-back

3 election" (as defined in Treas. Reg. §1.468B-IU)(2)) back to the earliest permitted date. These

4 elections shall be made in compliance with the procedures and requirements contained in the

5 Treasury regulations promulgated under § 1.46813 of the Internal Revenue Code of 1986, as

6 amended (the "Code"). The Settlement Fund Escrow Agent is responsible for timely and properly

7 preparing and delivering the necessary documentation for signature by all necessary parties and,

8 thereafter, for causing the appropriate filing to occur.

9

4.2

For the purpose of § 1.468B of the Code and the Treasury regulations promulgated

10 thereunder, the Settlement Fund Escrow Agent shall be designated as the "administrator" of the

11 Settlement Fund. The Settlement Fund Escrow Agent shall timely and properly file all informational

12 and other tax returns necessary or advisable with respect to the Settlement Fund (including, without

13 limitation, the returns described in Treas. Reg. § 1.468B-2(k)). These returns (as well as the election

14 described in Section 4.1 hereof) shall be consistent with Section 3 of the Stipulation and, in all

15 events, shall reflect that all Taxes (as defined herein, including any estimated Taxes, interest, or

16 penalties) on the income earned by the Settlement Fund shall be paid in accordance with Section 4.3

17 of this Stipulation.

18

4.3

The following shall be paid out of the Settlement Fund: (a) all Taxes (including any

19 estimated Taxes, interest, or penalties) arising with respect to the income earned by the Settlement

20 Fund, including any Taxes or tax detriments that may be imposed on the Released Persons with

21 respect to any income earned by the Settlement Fund for any period during which the Settlement

22 Fund does not qualify as a "qualified settlement fund" for federal or state income tax purposes (the

23 "Taxes"); and (b) all expenses and costs incurred in connection with the operation and

24 implementation of this Section 4 of the Stipulation, including, without limitation, expenses incurred

25 by tax attorneys or accountants and the mailing and distribution costs and expenses related to filing

26 (or failing to file) the returns (the "Tax Expenses"). In no event shall the Released Persons have any

27 responsibility for or liability with respect to the Taxes or Tax Expenses. The Settlement Fund

28 Escrow Agent, through the Settlement Fund, shall indemnify and hold all Released Persons harmless

1 for the Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such

2 indemnification). Further, the Taxes and Tax Expenses shall be treated as, and considered to be, a

3 cost of administration of the Settlement Fund and shall be timely paid by the Settlement Fund

4 Escrow Agent out of the Settlement Fund without further consent from Defendant or order from the

5 Court, but subject to a final accounting to the Court. The Settlement Fund Escrow Agent shall be

6 obligated (notwithstanding anything to the contrary in the Stipulation) to withhold from distribution

7 to authorized claimants any funds necessary to pay these amounts, including the establishment of

8 adequate reserves for the Taxes or Tax Expenses, as well as any amounts that may be required to be

9 withheld under Treas. Reg.

§

1.468B-2(l)(2). The Parties agree to cooperate with the Settlement

10 Fund Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably

11 necessary to carry out the provisions of Section 4 of the Stipulation.

12

5.

The Releases

13

5.1

Upon entry of the Judgment, the Action shall be dismissed with prejudice, on the

14 merits, and without costs, except as provided in the Stipulation.

15

5.2

Upon the Effective Date, Releasors, on behalf of themselves, their legal

16 representatives, heirs, executors, administrators, estates, predecessors, successors,

predecessors-in-17 interest, successors-in-interest, affiliates and assigns, and any person or entity acting for or on behalf

18 of, or claiming under, any of them, and each of them, shall be deemed to have, and by operation of

19 the Judgment approving the Stipulation and Settlement, shall fully, finally, and forever release,

20 settle, and discharge the Released Persons from all of the Released Claims (including, without

21 limitation, any Unknown Claims), and shall be forever barred and enjoined from commencing,

22 instituting, prosecuting, or continuing to prosecute any Released Claims against any of the Released

23 Persons.

24

5.3

With respect to all of the Released Claims, the Parties stipulate and agree that, upon

25 the Effective Date, Releasors waive, and shall be deemed to have, and by operation of the Judgment

26 approving the Stipulation and Settlement, shall have expressly, waived, relinquished, and released all

27 provisions, rights, and benefits conferred by Cal. Civ. Code

§

1542, which provides:

1

A general release does not extend to claims which the creditor does not know

or suspect to exist in his or her favor at the time of executing the release, which if

2

known by him or her must have materially affected his or her settlement with the

debtor.

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

And further, Releasors waive, and shall be deemed to have, and by operation of the Judgment

approving the Stipulation and Settlement, shall have expressly, waived, relinquished, and released all

provisions, rights, and benefits conferred by any law of any state or territory of the United States or

any other jurisdiction, or principle of common or foreign law, which is similar, comparable, or

equivalent to Cal. Civ. Code

§

1542. Releasors acknowledge, and shall be deemed to have

acknowledged, that they may discover facts in addition to or different from those now known or

believed to be true with respect to the Released Claims, but that it is the intention of the Parties, and

by operation oflaw each of the Class Members, to completely, fully, finally, and forever extinguish

all of the Released Claims, known or unknown, suspected or unsuspected, which now exist, or

previously existed, or may in the future exist, and without regard to the subsequent discovery of

additional or different facts. The Parties acknowledge, and each of the Class Members by operation

of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the

definition of Released Claims was separately bargained for and was a key element of the Settlement.

5.4

Upon the Effective Date, Defendant and his successors and assigns by operation of

the Judgment approving the Stipulation and Settlement shall have fully, finally, and forever released,

relinquished, and discharged Plaintiffs and Plaintiffs' Counsel from all claims (including, without

limitation, any Unknown Claims) arising out of, relating to, or in connection with, the institution,

prosecution, assertion, settlement, or resolution of the Action.

6.

6.1

Conditions of the Settlement; Effect of Disapproval, Cancellation, or

Termination

The Settlement shall be subject to the following conditions, which the Parties shall

24 use their best efforts to achieve: (a) the Court enters the Preliminary Approval Order in all material

25 respects in the form attached hereto as Exhibit A; (b) Defendant pays, or causes to be paid, the

26 Settlement Amount to the Settlement Fund Account; (c) the Court enters the Judgment in all material

27 respects in the form attached hereto as Exhibit B; (d) the Effective Date shall have occurred; (e) the

28 Parties have not exercised their rights to terminate the Stipulation; and

(f)

the Parties have complied

1 with their obligations set forth in the Stipulation. For the avoidance of doubt, the scope of the

2 Released Claims is a material term of the Stipulation and Settlement. In the event that any action

3 asserting a Released Claim is commenced by any Class Member or an existing action asserting a

4 Released Claim is prosecuted by any Class Member against any of the Released Persons, Plaintiffs

5 and Plaintiffs' Counsel shall assist Defendant in obtaining the dismissal or withdrawal of such

6 litigation including, where appropriate, joining in any motion to dismiss such litigation.

7

6.2

If, prior to the Settlement Hearing, anyone who otherwise would be a Class Member

8 has requested exclusion from the Class on or before the Request for Exclusion Deadline in

9 accordance with the provisions of the Preliminary Approval Order and the Notice provided pursuant

10 thereto, and those people held Shares in amounts greater than those specified in the Supplemental

11 Agreement, Defendant shall have the option to terminate the Stipulation and Settlement. The

12 Supplemental Agreement and all of its terms are hereby incorporated into this Stipulation (and vice

13 versa). The Supplemental Agreement shall not be filed with the Court, except that the substantive

14 content of the Supplemental Agreement may be brought to the attention of the Court, in camera, if so

15 requested by the Court or as otherwise ordered by the Court. The Parties shall keep the terms of the

16 Supplemental Agreement confidential, unless they are directed by Court order to disclose them.

17 Copies of all requests for exclusion received, together with copies of all written revocations of

18 requests for exclusion, shall be delivered to Defendant's Counsel by Plaintiffs' Counsel within three

19 (3) business days of receipt by Plaintiffs' Counsel, but in no event later than ten (10) business days

20 before the Settlement Hearing. Defendant may terminate the Stipulation and Settlement by serving

21 written notice of termination on the Court and Plaintiffs' Counsel postmarked on or before the later

22 of: (a) five (5) business days before the Settlement Hearing; or (b) such later date as the Court may

23 authorize. In the event Defendant serves a written notice of termination, Defendant may withdraw

24 his written notice of termination by providing written notice of such withdrawal to Plaintiffs'

25 Counsel and the Court no later than 5 :00 PM Pacific time on the business day immediately preceding

26 the Settlement Hearing, or at such later time as may be approved by the Court.

27

6.3

Class Members who wish to object to any aspect of the fairness, reasonableness, or

28 adequacy of the Settlement and Stipulation, including, but not limited to, the award of attorneys' fees

1 and expenses, must adhere to the requirements for objections set forth in Paragraph 18 of the

2 Preliminary Approval Order. Any Class Member who fails to comply with such requirements shall

3 waive and forfeit any and all rights he, she, or it may have to appear separately and/or object to the

4 Settlement. Notwithstanding the filing of any objection, and regardless of how such objection is

5 resolved, all Class Members shall be bound by all proceedings, orders, and judgments related to the

6 Stipulation unless they file a timely and valid request for exclusion from the Class.

7

6.4

In addition to Defendant's option to terminate the Settlement and Stipulation pursuant

8 to Section 6.2 of this Stipulation and the Supplemental Agreement, the Parties each have the option

9 to terminate the Settlement and Stipulation by providing written notice of their election to do so to

10 the other Parties within ten (10) business days of the later of: (a) the Court declining to enter the

11 Preliminary Approval Order in any material respect; (b) Defendant's failure to payor cause to be

12 paid the Settlement Amount to the Settlement Fund Account as provided herein; (c) the Court

13 declining to enter the Judgment in any material respect; or (d) a modification or reversal of the

14 Judgment in any material respect on or following appellate review, remand, collateral attack, or other

15 proceedings. A modification or reversal on appeal of (a) the amount of fees, costs, and expenses

16 awarded by the Court to Plaintiffs' Counselor (b) the Plan of Allocation shall not constitute a

17 material modification or reversal of the Judgment or the Stipulation.

18

6.5

If the Effective Date does not occur, the Stipulation is not approved, or it is canceled

19 or terminated pursuant to its terms, or the Settlement and Judgment do not otherwise become Final

20 for any reason, then the Settlement Fund deposited into the Settlement Fund Account shall be

21 refunded (less any Notice and Administration Costs that have been incurred in accordance with this

22 Stipulation) by the Settlement Fund Escrow Agent, at Defendant's direction, to such persons who

23 contributed those funds on Defendant's behalf.

24

6.6

If the Effective Date does not occur, the Stipulation is not approved, or it is canceled

25 or terminated pursuant to its terms, or the Settlement does not otherwise become Final for any

26 reason, the Parties shall revert to their respective litigation positions as of October 10,2014.

27

1

7.

Attorneys' Fees

and

Expenses

2

7.1

Plaintiffs' Counsel may submit an application or applications ("Fee and Expense

3 Application") for distributions from the Settlement Fund for: (a) an award of attorneys' fees not to

4 exceed $3,300,000, plus (b) costs, charges, and expenses in connection with prosecuting the Action.

5 Subject to the foregoing, Defendant will take no position with respect to the Fee and Expense

6 Application. The fees and expenses awarded shall be paid from the Settlement Fund and shall

7 reduce the settlement consideration paid to the Authorized Claimants accordingly. Other than

8 funding the Settlement Amount as provided by Section 3.1 of this Stipulation, neither Defendant nor

9 any of the other Released Persons will have any obligation to pay any part of the Fee and Expense

10 Award or to pay any other fees or expenses to Plaintiffs' Counselor counsel for any Class Member.

11

7.2

The attorneys' fees, expenses, charges, and costs, as awarded by the Court, shall be

12 paid to Robbins Geller Rudman

&

Dowd LLP, as receiving agent for all Plaintiffs' Counsel, from

13 the Settlement Fund, as ordered, immediately following the entry of orders by the Court finally

14 approving the Settlement and awarding such fees and expenses. This provision shall apply

15 notwithstanding timely objections to, potential for appeal from, or collateral attack on, the

16 Settlement or the award of fees and expenses.

17

7.3

In the event (a) the Effective Date does not occur, (b) the Stipulation is disapproved,

18 canceled, or terminated pursuant to its terms, (c) the Settlement and Judgment otherwise do not

19 become Final for any reason, or (d) the Fee and Expense Award is disapproved, reduced, reversed,

20 or otherwise modified as a result of any further proceedings including any successful collateral

21 attack, then Plaintiffs' Counsel shall, within ten (10) days after Plaintiffs' Counsel receives notice of

22 any of these events, return to the Settlement Fund Account, as applicable, either (a) the entirety of

23 the Fee and Expense Award disbursed from the Settlement Fund, or (b) the amount by which the Fee

24 and Expense Award has been reduced by court order. Plaintiffs' Counsel's obligation to return

25 funds as specified in this paragraph shall be joint and several. Each Plaintiffs' Counsel, as a

26 condition of receiving such fees, expenses and/or costs on behalf of itself and each partner and/or

27 shareholder of such firm, agrees that its law firm and its partners and/or shareholders are subject to

28 the jurisdiction of the Court for the purpose of enforcing the provision of this paragraph. Without

1 limitation, each Plaintiffs' Counsel agrees that the Court may, upon application of Defendant and

2 notice to Plaintiffs' Counsel, summarily issue orders including, but not limited to, judgments and

3 attachment orders and may make appropriate findings of or sanction for contempt, should such law

4 firm fail timely to repay fees and expenses pursuant to this paragraph.

5

7.4

The disposition of the Fee and Expense Application is not a material term of the

6 Stipulation, and it is not a condition of the Stipulation that such application be granted. The Fee and

7 Expense Application may be considered separately from the Stipulation. Any disapproval or

8 modification of the Fee and Expense Application by the Court or of the Fee and Expense A ward on

9 appeal shall not affect or delay the enforceability of the Stipulation, provide any of the Parties with

10 the right to terminate the Settlement, or affect or delay the binding effect or Finality of the Judgment.

11 Final resolution of the Fee and Expense Application shall not be a condition to the dismissal, with

12 prejudice, of the Action or the releases set forth in the Judgment.

13

7.5

Plaintiffs' Counsel shall allocate the Fee and Expense Award among Plaintiffs'

14 Counsel in accordance with their agreement. The Released Persons shall have no input on, or

15 responsibility or liability for, the allocation by Plaintiffs' Counsel of the Fee and Expense A ward.

16 Any attorney who receives any portion of the Fee and Expense Award before the Judgment is Final

17 shall be subject to the Court's jurisdiction in connection with any proceeding or action concerning

18 the return of any amounts under this Section 7 of the Stipulation.

19

7.6

Plaintiffs and Plaintiffs' Counsel shall not make or assist any other counsel in making

20 any application for an award of fees or expenses from Defendant or any of the other Released

21 Persons in any other jurisdiction.

22

7.7

Except as otherwise provided in the Stipulation, Defendant and the other Released

23 Persons shall not be required to bear any other expenses, costs, damages, or fees alleged or incurred

24 by Plaintiffs, any Class Member, or by any of their attorneys, experts, advisors, agents, or

25 representatives. Defendant and the other Released Persons shall have no responsibility for, and no

26 liability with respect to, the allocation of fees or expenses among counsel for the Class Members

27 and/or any other person who may assert a claim to the Fee and Expense Application.

1

2

8.

8.1

Stay Pending Court Approval

Pending the occurrence of the Effective Date, the Parties agree to stay the

3 proceedings against Defendant in the Action and to stay and not initiate any other proceedings

4 against Defendant other than those incident to the Settlement itself.

5

8.2

The Parties will request the Court to order (in the Preliminary Approval Order) that,

6 pending final determination of whether the Settlement should be approved, Plaintiffs and all of the

7 Class Members are barred and enjoined from commencing, prosecuting, instigating, or in any way

8 participating in the commencement or prosecution of any action asserting any Released Claims,

9 either directly, representati vel y, deri vati vel y, or in any other capacity against Defendant or any of the

10 Released Persons.

11

8.3

If, prior to entry of the Judgment, any action is filed or pursued in any court asserting

12 a Released Claim against Defendant or any of the other Released Persons, the Parties agree to take

13 all necessary action to seek a stay or dismissal of such action pending entry of the Judgment, and to

14 prevent and oppose entry of any interim or final relief in favor of any Class Member in such action.

15

16

9.

9.1

Miscellaneous Provisions

All of the Exhibits attached to the Stipulation are material and integral parts of the

17 Stipulation and shall be incorporated by reference as though fully set forth herein.

18

9.2

The Stipulation may not be amended or modified, and its provisions may not be

19 waived, except by a written instrument signed by Plaintiffs' Counsel and Defendant's Counsel, or

20 their respective successors-in-interest.

21

9.3

The headings in the Stipulation are used for the purpose of convenience only and are

22 not intended to have any legal effect.

23

9.4

The Parties represent and agree that the terms of the Settlement were negotiated at

24 arm's length and in good faith, and reflect an agreement that was reached voluntarily, based on

25 adequate information and discovery, and after consultation with experienced legal counsel.

26

9.5

The Parties covenant and agree that the Stipulation, and the fact or any terms of the

27 Settlement, or any communications relating thereto, are not evidence, admissions, or concessions by

28 any of the Parties or their counsel, any Class Member, or any Released Person or Releasor, of any

1 fault, liability, or wrongdoing whatsoever, as to any facts or claims alleged or asserted in the Action,

2 or any other actions or proceedings, or as to the validity or merit of any of the claims or defenses

3 alleged or asserted in any of those actions or proceedings. The Stipulation does not constitute a

4 finding or evidence of the validity or invalidity of any claims or defenses in the Action, any

5 wrongdoing by Plaintiffs, Defendant, any Class Member, or any Released Person or Releasor, or any

6 damages or injury to Plaintiffs, Defendant, any Class Member, or any Released Person or Releasor.

7 The Stipulation and its terms and provisions, the negotiations or proceedings that took place in

8 connection with the Stipulation, the documents or statements referred to in the Stipulation, the

9 Settlement and the fact of it, the Settlement negotiations or proceedings, and any documents or

10 statements exchanged in connection with the Settlement shall not (a) be argued to be, used or

11 construed as, offered or received in evidence as, or otherwise constitute an admission, concession,

12 presumption, proof, evidence, or a finding of any liability, fault, wrongdoing, injury or damages, or

13 of any wrongful conduct, acts, or omissions on the part of any of the Released Persons or Releasors,

14 or of any infirmity of any defense, or of any damage to Plaintiffs or any Class Member; (b)

15 otherwise be used to create or give rise to any inference or presumption against any of the Released

16 Persons or Releasors concerning any fact or any purported liability, fault, or wrongdoing of the

17 Released Persons or Releasors or any injury or damages to any person or entity; or (c) otherwise be

18 admissible, referred to, or used in any proceeding of any nature, for any purpose whatsoever;

19 provided, however,

that the Stipulation and Judgment may be introduced in any proceeding in this or

20 any other court, subject to NRS 48.105, Fed.

R.

Evid. 408 and any state law corollaries thereto, as

21 may be necessary to (i) argue and establish that the Stipulation and Judgment have

res judicata,

22 collateral estoppel, or other issue or claim preclusion effects, (ii) otherwise consummate or enforce

23 the Settlement and Judgment, or (iii) secure any insurance rights or proceeds of Defendant or any

24 other Released Persons or as otherwise required by law.

25

9.6

The consummation of the Settlement as embodied in the Stipulation shall be under the

26 authority of the Court, and the Court shall retain jurisdiction for the purpose of entering orders

27 providing for an award of attorneys' fees and expenses to Plaintiffs' Counsel and enforcing the terms

28 of the Stipulation.

1

9.7

Without further order of the Court, the Parties may agree to reasonable extensions of

2 time to carry out any of the provisions of the Stipulation.

3

9.8

To the extent permitted by law, all agreements made and orders entered during the

4 course of the Action relating to the confidentiality of documents or information, including, without

5 limitation, the terms of the Confidentiality Order (including, without limitation, paragraph 19

6 thereof), shall survive the Stipulation and dismissal of the Action.

7

9.9

The waiver by the Parties of any breach of the Stipulation shall not be deemed a

8 waiver of any other previous or subsequent breach of any provision of the Stipulation.

9

9.10

The Stipulation, its Exhibits, and the Supplemental Agreement constitute the entire

10 agreement among the Parties and supersede any previous agreements among the Parties with respect

11 to the Settlement. No representations, warranties, or inducements have been made to or relied upon

12 by any Party concerning the Stipulation and its Exhibits, other than the representations, warranties,

13 and covenants expressly set forth in the Stipulation and its Exhibits.

14

9.11

The Stipulation may be executed in one or more counterparts, including by facsimile

15 and electronic mail.

16

9.12

The Parties and their respective counsel of record agree that they will use their

17 reasonable best efforts to obtain all necessary approvals of the Court required by the Stipulation,

18 including, but not limited to, their reasonable best efforts to resolve any objections raised to the

19 Settlement, and to promptly agree on and execute all of the documents that may reasonably be

20 required to obtain the Court's final approval of the Settlement.

21

9.13

Plaintiffs and Plaintiffs' Counsel represent and warrant that Plaintiffs are Class

22 Members and that none of Plaintiffs' claims or causes of action referred to in the Stipulation have

23 been assigned, encumbered, or otherwise transferred in any manner, in whole or in part.

24

9.14

Each counsel signing the Stipulation represents and warrants that he or she has been

25 duly empowered and authorized to sign the Stipulation on behalf of his or her client(s).

26

9.15

The Stipulation shall not be construed more strictly against one Party than another

27 merely because the Stipulation, or any part of it, may have been drafted by counsel for one of the

28 Parties. The Parties recognize that the Stipulation is the result of arm's-length negotiations between