Case Document 100-2 Filed 08/24/18 Page 1 of 34

Exhibit 1

Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 2 of 34

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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MARTIN DULBERG, individually,
and on behalf of all others simi larly
situated,

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Plaintiff,

CaseNo. 3:17-CV-00850-WHA

SETTLEMENT AGREEMENT
Hon. William Alsup, Presiding

V.

UBER TECHNOLOGIES, INC., and
RASIER , LLC,

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Defendants.
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SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT
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This Settlement Agreement is entered into on this _

day of July, 2018. between named

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Plaintiff Martin Dulberg and Defendants Uber Technologies, Inc. and Rasier, LLC (collectively,

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"Uber''). by and through their respective counsel (collectively, the '·Settling Parties").

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RECITALS

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WHEREAS , Plaintiff Dulberg filed a putative class action complaint against Uber on

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February 21, 2017, asserting claims based on alleged breach of contract, breach of the implied

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covenant of good faith and fair dealing, promissory estoppel. and unjust enrichment (Dulberg v.

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Uber Techs., Inc., No.3: 17-cv-00850-WHA (N.D. Cal.) (ECF No. 1 (Complaint)~, 35-63.);

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WHEREAS. Plaintiffs Complaint alleged that Uber breached the December 11, 2015

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Technology Services Agreement ("TSA") with drivers when it began using an "upfront pricing"

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model for riders where. under upfront pricing, the rider's charge for a trip is determined based on

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estimates before the trip begins using assumptions and data regarding traffic and other conditions,

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while drivers were still paid based on the actual time and distance of each trip;

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WHEREAS, Uber filed a motion to dismiss the complaint on April 24. 2017 (ECF No.
25);

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WHEREAS, Plaintiff filed the First Amended Class Action Complaint on May 15,2017,

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narrowing the asserted class claims to focus solely on the alleged breach of contract (ECF No.

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30);

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WHEREAS. on June 19. 2017, Uber filed a motion to dismiss Plaintiff s First Amended
Complaint (ECF No. 38);
WHEREAS, on July 31, 2017, the Court denied Uber's motion to dismiss this action,
finding that Plaintiffs had plausibly alleged a breach of the contract (ECF No. 52);

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WHEREAS, on August 14. 2017, Uber answered Plaintiffs Complaint (ECF No. 59);

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WHEREAS, following class certification briefing, the Court certified a class defined as

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"All natural persons nationwide who (1) drove for UberX or Uber Select; (2) opted out of

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arbitration; (3) transported a passenger who was charged an upfront Fare before May 22, 2017,

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when Uber issued its updated fee addendum; and (4) made less money overall on rides where
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they transported passengers who were charged an upfront Fare because they were paid on a Fare
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calculated based on actual time and distance values instead of the upfront Fare calculated based

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on estimated time and distance values" (ECF No. 80);

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WHEREAS, according to Plaintiffs analysis of the data produced by Uber, Plaintiffs

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revised class definition. adopted by the Court, consisted of 4.594 drivers whose aggregate

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damages under Plaintiffs theory amounted to no more than $747,555.17;

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WHEREAS, on March 23.2018, the Settling Parties conducted an open and frank

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discussion before the Hon. Donna M. Ryu about the possibility of reaching a settlement

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agreement but were unable to reach an agreement at that time;

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WHEREAS, following the Court's class certification order. Uber's expert Justin McCrary

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further analyzed the data produced by Uber based on Plaintiffs revised class definition and

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concluded that. when Uber POOL and Uber XL rides also governed by the TSA are taken into

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account (and not just UberX and UberSELECT rides). Plaintifrs proposed class definition would

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consist of2.597 drivers whose aggregate damages under Plaintiff's theory amounted to no more

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than $345,622.00. reducing the total number of class members by 1,997 and the aggregate

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damages under Plaintiffs theory by $401,933.17:

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WHEREAS, Class Counsel conducted a thorough investigation and evaluation of the facts

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and law related to the remaining claims asserted to determine how best to serve the interests of

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the Named Plaintiff and the Settlement Class:

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WHEREAS. in May 2018 the Settling Parties conducted a further series of arm· s-length

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negotiations by telephone concerning a proposed class-wide settlement, and on May 18, 2018, the

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parties reached an agreement in principle to settle this Action;

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WHEREAS. Plaintiff. as the putative class representative. believes that the claims settled

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have merit. but he and his counsel recognize and acknowledge the expense and length of

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continued proceedings necessary to prosecute the claims through trial, appeal. and ancillary

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actions. Plaintiff. and his counsel, have also taken into account the uncertain outcome and risk of

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any litigation (e.g., though they do not agree with Dr. McCrary· s analysis, Plaintiff and his

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counsel recognize that there is a risk that damages may be capped at $345.622). as well as the

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SETTLEMENT AGREEMENT
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Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 5 of 34

difficulties and delay inherent in such litigation, and they believe that the settlement set forth in
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this Settlement Agreement confers substantial benefits upon the Class Members. Plaintiff, and his

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counsel, are also mindful of the inherent challenges of proof and that Uber has asserted defenses

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to the alleged claims. Based upon their evaluation, they have determined that the settlement set

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forth in this Settlement Agreement provides a just, fair, and favorable recovery for the Settlement

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Class. and is in the best interest of the Class:

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WHEREAS. Uber has vigorously denied and continues to dispute all of the claims and

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contentions alleged in the Complaint, and denies any and all allegations of wrongdoing, fault,

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liability or damage of any kind to Plaintiff and the putative class. Uber further denies that

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Plaintiffs claims are suitable for class action treatment, outside of a class settlement context.

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Uber desires to settle the Action upon the terms and conditions set forth in this Settlement

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Agreement solely to eliminate the uncertainties, burden, expense. and delay of further protracted

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litigation:

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NOW THEREFORE IT IS HEREBY STIPULATED AND AGREED, by and among the

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Settling Parties, subject to the approval of the Court, that the Action and the Released Claims

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shall be fully and finally compromised, settled, and released. and that the Action shall be

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dismissed with prejudice subject to and upon the terms and conditions described below.

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I.

DEFINITIONS

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As used in this Settlement Agreement. the following terms have the following meanings:

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1.

"Action" means Dulbergv. Uber Techs., Inc .. No. 3:17-cv-00850-W IIA (N.D.

2.

"Attorneys· Fees and Expenses'' means such funds as may be awarded by the

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Cal.).

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Court to Class Counsel to compensate Class Counsel for their fees and expenses in connection

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with the Action and the Settlement.

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.).

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"Class Counsel" means Paul B. Maslo and Andrew J. Dressel ofNapoli Shkolnik

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"Class Notice'" shall mean the Notice provided to the Settlement Class as provided

PLLC.

in Exhibit 1 and directed by the Court.

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"Complaints" shall mean. collectively. the initial and First Amended Complaints

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filed by PlaintiffDulberg on February 21,2017, and May 15,2017, respectively (N.D. Cal. Case

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No. 3:17-cv-00850-WHA, Dkt. Nos. 1, 30).

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6.

"Court" means the United States District Court for the Northern District of

California and the Judge assigned to the Action (the Honorable William Alsup).
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"Defendants'· shall mean and include Uber Technologies, Inc., a Delaware

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Corporation, and Rasier. LLC. a Limited Liability Company formed under the laws of Delaware,

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collectively.

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8.

''Defense Counsel'' means the Jaw firm ofO'Melveny & Myers, LLP.

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9.

"Effective Date of Settlement" means the first date after: ( 1) the Court enters the

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Final Order and Final Judgment. in all material respects similar to the form attached as Exhibit 3:

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and (2) all appellate rights with respect to said Final Order and Final Judgment have expired or

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been exhausted in such a manner as to affirm the Final Order and Final Judgment.

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10.

"Fairness Hearing" means the hearing that is to take place after the entry of the

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Preliminary Approval Order and after the Notice Date for purposes of: (a) entering the Final

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Order and Final Judgment and dismissing the Action with prejudice; (b) determining whether the

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Settlement should be approved as fair, reasonable, and adequate: (c) ruling upon an application by

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Class Counsel for Attorneys' Fees and Expenses; and (d) entering any final order awarding

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Attorneys' Fees and Expenses and Service Payment Allocation. The Parties shall request that the

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Court schedule the Fairness Hearing for a date that is in compliance with the provisions of28

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U.S.C. § 1715(d).

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11.

''Final Order and Final Judgment" means the Court's order and judgment fully and

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finally approving the Settlement and dismissing the Action with prejudice. substantially in the

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form attached as Exhibit 3.

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12.

"Named Plaintiff' means Martin Dulberg.

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13.

"Notice Date'' means the first date upon which the Class Notice is disseminated.

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The Notice Date will commence no later than thirty (30) days after the entry of the Preliminary

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Approval Order.
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"Preliminary Approval Order" means the order preliminarily approving the

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Settlement and proposed Class Notice and notice plan, substantially in the form attached hereto as

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Exhibit 2.

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15.
§ 1.468B-1.
16.

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"Release'' means the release and waiver set forth in this Settlement Agreement and

in the Final Order and Final Judgment.

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" Qualified Settlement Fund"' has the meaning established by Treasury Regulation

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"Released Claims" means all causes of action and claims pleaded against Uber in

this Action. and all other actions, under any law or theory, that relate to the alleged breach of

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Paragraph 4.1 ofthe TSA based on Uber's upfront pricing practices that are alleged in this Action

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against any of the Released Parties on behalf of the Settlement Class.

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18.

"Released Parties'' shall include and mean:

(i)

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Uber Technologies, Inc. and Rasier, LLC, and each of their past.

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present, and future affiliates, divisions, franchisees , joint ventures, licensees.

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parents. subsidiaries. and any other legal entities, whether foreign or domestic, that

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are owned or controlled by Uber Technologies, Inc. (but not including drivers who

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use the Uber application): and

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(ii)

All ofUber Technologies. Inc.'s and Rasier, LLC"s past, present.

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and future agents. assigns, attorneys, consultants. directors. employees. fiduciaries,

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independent contractors, insurers, members, oflicers, predecessors, representatives,

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shareholders, successors. and vendors (but not including drivers who usc the Uber

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application).

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"Releasing Parties·· means Named Plaintiff and all Settlement Class Members, and

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each of their heirs, guardians, executors, administrators, representatives, agents, attorneys,

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partners, successors, and assigns, as well as any other person or entity purporting to claim on their

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behalf.

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20.

"Service Payment Allocation'· means $5,000 to be paid to Plaintiff Dulberg in

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exchange for his services on behalf of the Settlement Class in the Action, subject to the approval

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ofthe Court.

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21.

"Settlement Administration Expenses" means any and all sums charged, invoiced.

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or incurred by the Settlement Administrator with respect to this Settlement, including but not

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limited to the costs and expenses that are associated with disseminating the Class Notice.

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22.

"Settlement Administrator" means the qualified third party administrator and agent

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agreed to by the Parties and approved and appointed by the Court in the Preliminary Approval

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Order to administer the Settlement, including providing the Class Notice. The Parties agree to

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recommend that the Court appoint Angeion Group. LLC as Settlement Administrator to design,

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consult on. and implement the Class Notice and related requirements of this Settlement

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Agreement.

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23.

"Settlement Agreement"' means this Settlement Agreement and its Exhibits,

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including all subsequent amendments agreed to in writing by the Parties and any exhibits to such

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amendments.

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24.

''Settlement Class" means, collectively, all natural persons nationwide who ( 1)

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drove for UberX or Uber Select; (2) opted out of arbitration: (3) transported a passenger who was

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charged an upfront Fare before May 22, 2017. when Uber issued its updated fee addendum; and

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(4) made less money overall on rides where they transported passengers who were charged an

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upfront Fare because they were paid on a Fare calculated based on actual time and distance values

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instead of the upfront Fare calculated based on estimated time and distance values.

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25.

"Settlement Class Member(s)" means any member of the Settlement Class who

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does not elect exclusion or opt out from the Settlement Class pursuant to terms and conditions for

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exclusion set out in Section III.D.2 of this Settlement Agreement and the Class Notice.

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26.

"Settlement Fund" means Three Hundred Forty Five Thousand, Six Hundred

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Twenty Two Dollars and No Cents ($345.622.00) that Uber will pay. pursuant to the terms and

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conditions of this Settlement Agreement, as part of the consideration for the release of all claims

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as provided in this Settlement Agreement.

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27.

"Settlement Fund Balance" means the remainder of the Settlement Fund after the

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Settlement Administration Expenses. Attorney's Fees and Expenses. and Service Payment

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Allocation, if any, are deducted.

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"Settlement Share" means the amount of each Settlement Class Member's share of

the Settlement Fund Balance pursuant to the terms and condition of this Settlement Agreement.
"TSA" means the December 11. 2015 Technology Services Agreement between

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29.

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Uber and drivers.

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30.

"Uber" means collectively (i) Uber Technologies, Inc. and its past. present, and

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future parents. subsidiaries. affiliates. divisions. joint ventures. licensees. franchisees. and any

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other legal entities. whether foreign or domestic, that are owned or controlled by Uber (but not

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including drivers who use the Uber application). (ii) Rasier. LLC. a Delaware Limited Liability

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Company, and its past. present. and future parents, subsidiaries. affiliates, divisions. joint

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ventures. licensees. franchisees. and any other legal entities, whether foreign or domestic. that are

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owned or controlled by Uber (but not including drivers who use the Uber application). and (iii)

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the past, present, and future shareholders. officers, directors. members, agents. employees.

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independent contractors. consultants. representatives, fiduciaries, insurers. attorneys, legal

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representatives. predecessors. successors, and assigns of the entities in Part (i) and Part (ii) of this

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definition (but not including drivers who use the Uber application).

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ll.

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SETTLEMENT CONSIDERATION
In consideration of the Release provided for in Section III.H and the dismissal of the

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Action with prejudice, Ubcr agrees to provide the following consideration to the Settlement Class

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under the terms of the Settlement Agreement:

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A.

Monetary Consideration

In consideration for the Release contained in this Settlement Agreement, and without

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admitting liability for any of the alleged acts or omissions, and in the interest of minimizing the

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costs inherent in any litigation. Uber will pay the total sum of the Settlement Fund (i.e., Three

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Hundred Forty Five Thousand. Six Hundred Twenty Two Dollars and No Cents ($345,622.00)).

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The Parties agree that the Settlement Fund. and that payment, is the full extent of Uber's cash
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3

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payment obligation under this Settlement Agreement.
Uber's payment obligation shall be subject to a Preliminary Approval Order, the Final
Order and Final Judgment, and the Effective Date, and proceed as follows:

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(i)

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Expenses directly to the Settlement Administrator from the Settlement Fund as such costs

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and expenses are invoiced. The Settlement Administrator shall provide a copy of all

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invoices and charges to Class Counsel when transmitting same to Defendants.

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(ii)

Settlement Administration Expenses: Uber shall pay the Settlement Administration

Settlement Fund: No later than seven (7) days after the Effective Date of

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Settlement, Uber shall pay an amount equal to the Settlement Fund into an escrow bank

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account (the "Escrow Account''). to be created and administered by the Settlement

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Administrator pursuant to the terms of this Settlement Agreement. The Escrow Account

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shall be held in a Qualified Settlement Fund in interest bearing bank account deposits with

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commercial banks with excess capital exceeding One Hundred Million Dollars

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($100,000,000.00), with a rating of"A" or higher by S&P and insured by the FDIC. All

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funds in the Escrow Account shall be deemed to be in the custody of the Court and shall

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remain subject to the jurisdiction of the Court until such time as the funds shall be

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distributed or returned to the persons paying the same pursuant to this Settlement and/or

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further order of the Court. Interest earned on money in the Escrow Account, less any taxes

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owed thereon (if any). will be added to the Settlement Fund for the benefit of the Class.

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(iii)

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of the Settlement Fund Balance. The Settlement Share for each Settlement Class Member

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shall be calculated by ( 1) dividing the Settlement Fund Balance by the maximum recovery

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that Plaintiff identified in his class certification motion ($74 7.555.17) to determine the

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percentage share, and then (2) applying that percentage on a pro rata basis to the

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individual purported damages amounts for each eligible Settlement Class Member. Each

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Settlement Class Member's purported damage amount (for purposes of this calculation)

Settlement Share: Settlement Class Members shall be entitled to a pro rata share

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will be equal to the damages the Settlement Class Member would receive under Plaintiffs
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interpretation of the TSA.

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B.

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Subject to the terms and conditions of this Settlement Agreement, the Settlement Fund

Distribution of the Settlement Fund

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shall be used for the payment of: (a) the Settlement Share to Class Members; (b) the Settlement

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Administration Expenses; (c) the Attorneys' Fees and Expenses to Class Counsel approved by the

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Court; and (d) the Service Payment Allocation approved by the Court, if any. Payment of the

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Settlement Share to Class Members under subsection (a) of this paragraph shall be in accordance

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with the terms of this Settlement.

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All Settlement Class Members are eligible for relief from the Settlement Fund. The

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Settlement Fund Balance shall be allocated as Settlement Shares to each Settlement Class

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Member in accordance with the following procedure:

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(i)

Within fifteen ( 15) days after the Effective Date, the Settlement Administrator

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shall calculate the Settlement Fund Balance by deducting the following from the Settlement Fund:

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(i) Settlement Administration Expenses; (ii) the Attorneys' Fees and Expenses approved by the

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Court; and (iii) the Service Payment Allocation approved by the Court, if any.

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(ii)

The Settlement Administrator shall calculate the total number of Settlement Class

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Members, by subtracting the number of persons who submitted a timely, valid opt-out request.

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from the total number of potential Settlement Class Members.

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(iii)

Settlement Class Members shall be eligible for relief by receiving a Settlement

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Share paid out of the Settlement Fund Balance. Ubcr shall pay the Settlement Share to Settlement

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Class Claimants, out of the Escrow Account, within sixty (60) days following the Effective Date.

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Uber shall mail the Settlement Class Members a check, in the amount of their individual

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Settlement Share, to the mailing address maintained in Uber's records.

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(iv)

Mailed payment checks to Settlement Class Members, pursuant to the terms

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herein. shall be valid for ninety (90) days. To the extent any payments checks arc returned with

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forwarding address information, Uber shall re-mail a check to the new address indicated. To the

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extent any payment checks are returned undeliverable without forwarding address information,

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Uber shall make reasonable efforts to promptly identify an updated address and promptly re-mail
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a check to the extent an updated address is identified.

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III.

SETTLEMENT APPROVAL PROCESS

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A.

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Promptly after execution of this Settlement Agreement. Class Counsel shall present this

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Settlement Agreement to the Court. along with a motion requesting that the Court issue a

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Preliminary Approval Order substantially in the form attached as Exhibit 2, which shall include,

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among other things:

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•

10

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•

Approval of the Class Notice containing the language in Exhibit I for distribution to
Settlement Class Members:

•

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15

Preliminary approval of the Settlement memorialized in this Settlement Agreement as fair,
reasonable. and adequate:

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13

Preliminary Approval of Settlement

A direction to the Settlement Administrator to disseminate the Class Notice in the fom1s
approved by the Court to Settlement Class Members;

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A direction that each potential Settlement Class Member who wishes to be excluded from

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the Settlement Class must respond to the Class Notice in writing in accordance with the

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instructions set forth in the Class Notice and that their responses must be received by the

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date set forth in the Preliminary Approval Order;

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•

A finding that the Class Notice constitutes the best practicable notice under the

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circumstances. including individual notice to all Settlement Class Members who can be

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identified with reasonable effort, and constitutes valid. due, and sufticient notice to

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Settlement Class Members in full compliance with the requirements of applicable law.

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including the due process clause of the United States Constitution;

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•

A direction that, pending final determination of the joint application for approval of this

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Settlement Agreement, all proceedings in this Action other than settlement approval

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proceedings shall be stayed and all Settlement Class Members who do not validly request

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exclusion from the Settlement Class shall be enjoined from commencing or prosecuting

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SETTLEMENT AGREEMENT
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Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 13 of 34

any action, suit, proceeding. claim. or cause of action in any court or before any tribunal

2
3

to the extent barred by the Released
•

4

5

Claims~

A direction that any Settlement Class Member who has not properly and timely requested
exclusion from the Settlement Class will be bound by the Final Order and Final

•

Judgment~

The scheduling of a final hearing to determine whether this Settlement Agreement should

6

be approved as fair. reasonable. and adequate and whether the proposed Final Order and

7

Final Judgment should be entered (the Fairness Hearing);

8

•

A direction that the Settlement Administrator shall tabulate communications from

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prospective Settlement Class Members asking to be excluded from the Settlement Class

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and shall report the names and addresses of such entities and natural persons to the Court

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and to Class Counsel no less than seven days before the Fairness Hearing;

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•

A direction that Class Counsel shall file an application for Attorney' s Fees and Expenses

13

(which may be part of Plaintiffs Motion for Final Approval) approximately fourteen days

14

prior to the date set forth in the Preliminary Approval Order as the deadline for the

15

objections; that Class Counsel shall file any supplemental brief in support of final

16

approval of the Settlement Agreement no later than seven days prior to the Fairness

17

Hearing; and that the Court shall determine at the Fairness Hearing in what amount

18

Attorneys· Fees and Expenses should be awarded to Class Counsel pursuant to the terms

19

of the Settlement Agreement;

20

•

A direction that any Settlement Class Member who wishes to object to the proposed

21

Settlement Agreement, the proposed Final Order and Judgment or the application by Class

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Counsel for Attorney's Fees and Expenses must file and serve such objections no later

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than the date set forth in the Preliminary Approval Order, which shall be approximately

24

one month before the Fairness Hearing. together with copies of all papers in support of his

25

or her position as provided in Section IIT.D.1 of the Settlement Agreement. The Class

26

Notice shall state that the Court will not consider the objections of any Settlement Class

27

Member who has not properly served copies of his or her objections on a timely basis or

28

complied with the requirements of Section III.D.l ofthe Settlement Agreement.

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 14 of 34

B.

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Notice to Attorneys General

2

In compliance with the attorney general notification provision of the Class Action

3

Fairness Act. 28 U.S.C. § 1715, within ten days after the motion for Preliminary Approval Order

4

is filed, Uber shall provide notice of this proposed Settlement to the Attorney General of the

5

United States, and to the attorneys general of each state or territory in which a Settlement Class

6

Member resides. The notice will include ( l) a copy of the First Amended Class Action

7

Complaint, (2) a copy of this Settlement Agreement and its exhibits, and (3) a reasonable estimate

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of the number of Settlement Class Members in each state/territory and their percentage

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representation in the Settlement Class. Uber will provide copies of such notifications to Class

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Counsel at the time of their submission to the attorneys general.

II

c.

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Uber will direct the Settlement Administrator to electronically mail, at Uber' s expense.

Notice to Settlement Class Members

13

the Class Notice in substantially the same form as Exhibit l to the Class Members' email

14

addresses currently on file with Uber. The Settlement Administrator shall follow-up on any e-

15

mails that are returned as undelivered in an effort to locate those class members whose e-mail

16

addresses have changed or have otherwise been disabled. The parties agree to cooperate in good

17

faith to make reasonable efforts to locate class members for whom notice is returned as

18

undeliverable. The Settlement Administrator will promptly log each Class Notice that is returned

19

as undeliverable and provide copies of the log to Class Counsel.

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D.

Response to Notice
1.

Objection to Settlement

Any Settlement Class Member who intends to object to the fairness of the Settlement

23

Agreement must. by the date specified in the Preliminary Approval Order and recited in the C lass

24

Notice, file any such objection with the Court. and provide copies of the objection to: (1) Paul B.

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Maslo. Esq. ofNapoli Shkolnik. PLLC (Class Counsel), 360 Lexington Avenue, ll 1h Floor. New

26

York , NY 10017. and (2) Randall W. Edwards. Esq. ofO'Melvcny & Myers. LLP (Defendants'

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Counsel), 2 Embarcadero Center. 28 1h Floor. San Francisco. CA 94111.

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Any objection to the Settlement Agreement must be individually and personally signed by
2

the Settlement Class Member submitting it (if the Settlement Class Member is represented by

3

counsel, the objection must also be signed by such counsel), and must include:

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The objecting Settlement Class Member's full name, address, and email and telephone

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number associated with the Settlement Class Member's driver account with Uber;

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•

A written statement of all grounds for the objection, accompanied by any legal support for
the objection;

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•

Copies of any papers, briefs, or other documents upon which the objection is based;

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The name, address. email address. and telephone number of the attomey(s) representing

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the objector: and
•

A statement indicating whether the objector and/or his or her counsel intends to appear at

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the Fairness Hearing and, if so. a list of all persons, if any, who will be called to testify in

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support of the objection.

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Any Settlement Class Member who does not file a timely written objection to the

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Settlement and notice of his or her intent/non-intent to appear at the Fairness Hearing, or who

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otherwise fails to comply with the requirements of this section shall be foreclosed from seeking

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any adjudication or review of the Settlement by appea l or otherwise.

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2.

Requests for Exclusion

Any Settlement Class Member who wishes to be excluded from the Settlement Class must

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submit a request for exclusion ("Request for Exclusion") to the Settlemcnt/\dministrator at the

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address specified in the Class Notice by the date specified in the Preliminary Approval Order and

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recited in the Class Notice. To be effective, the Request for Exclusion must be sent via first-class

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U.S. mail to the specified address and:

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Include the Settlement Class Member's full name, address, and email and telephone

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number associated with the Settlement Class Member's driver account with Uber;

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Explicitly state his or her desire to be excluded fi·om the Settlement Class in Dulberg v.

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Uber Technologies, Inc.; and

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Be signed by the Settlement Class Member.
- 13 -

SETTLEMENT AGREEMENT
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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 16 of 34

Any Settlement Class Member who fails to submit a timely and complete Request for Exclusion
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sent to the proper address shall be subject to and bound by this Settlement Agreement and every

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order or judgment entered pursuant to this Settlement Agreement. Any purported Request for

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Exclusion or other communication sent to such address that is unclear or internally inconsistent

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with respect to the Settlement Class Member's desire to be excluded from the Settlement Class

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will be deemed invalid unless detennined otherwise by the Court.

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The Settlement Administrator will receive purported Requests for Exclusion and will

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follow guidelines developed jointly by Class Counsel and Uber· s counsel for determining in the

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first instance whether they meet the requirements of a Request for Exclusion. Any

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communications from Settlement Class Members (whether sty led as an exclusion request. an

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objection. or a comment) as to which it is not readily apparent that the Settlement Class Member

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meant to exclude himself or herself from the Class will be evaluated jointly by Class Counsel and

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Uber's counseL who will make a good faith evaluation, if possible, of the Settlement Class

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Member's intentions. Any uncertainties about whether a Settlement Class Member is requesting

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exclusion from the Settlement Class will ultimately be resolved by the Court.

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The Settlement Administrator will maintain a list of all Requests for Exclusion. Uber

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shall report the names and addresses of all such persons requesting exclusion to the Court and

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Class Counsel seven days prior to the Finalllearing, and the list of persons deemed by the Court

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to have excluded themselves from the Settlement Class wi ll be attached as an exhibit to the Final

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Order and Judgment.

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E.

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Neither Uber nor the Settlement Class shall be responsible for fees, costs, or expenses

Pc•·sons Objecting to the Settlement

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related to any Class Members who submit objections to the Settlement Agreement or any appeal

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by an objector arising from the Action for attorneys' fees, costs, or expenses of any kind.

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F.

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On the date set forth in the Preliminary Approval Order. a Fairness llearing will be held at

Fairness Hearing

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which the Court will hear argument and consider: ( 1) whether to approve the Settlement

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Agreement as fair, reasonable. and adequate; (2) whether to approve Class Counsel's application
- 14-

SETTLEMENT AGREEMENT
3: 17-CY-00850-WHA

 -----==========--=-=--Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 17 of 34

for Attorney's Fees and Expenses: and (3) whether to approve the Service Payment Allocation
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The Settling Parties will request that the Court hold the Fairness Hearing approximately one

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month after the deadline for submitting objections and Requests for Exclusion.

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G.

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If this Settlement Agreement is finally approved by the Court, a Final Order and Final

Final Order and Judgment

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Judgment directing the entry of judgment pursuant to Fed. R. Civ. P. 54(b) shall be entered

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substantially in the fom1 attached as Exhibit 3, as follows:

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•

Approving the Settlement Agreement as fair, reasonable. and adequate as it applies to
the Settlement Class:

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10

•

Approving the Service Payment Allocation;

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Declaring the Settlement Agreement to be binding on Uber and the Plaintiff, as well as

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all members of the Settlement Class;

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•

Dismissing with prejudice the Action:

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•

Forever discharging the Released Parties from all Released Claims:

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Indicating the amount of Attorneys· Fees and Expenses to be awarded to Class

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Counsel: and
•

Providing that all Settlement Class Members who did not request exclusion from the

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Settlement Class be permanently enjoined from commencing or prosecuting any

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action. suit, proceeding, claim, or cause of action asserting the Released Claims in any

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court or before any tribunal.

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H.

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Upon the Effective Date of the Settlement, the Plaintiff and each Settlement Class

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Member shall be deemed to have. and by operation of the Final Order and Judgment shall have.

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released, waived. and discharged the Released Parties from his, her. or its Released Claims as

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defined above.

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Release of Settlement C lass Members' Claims

The Plaintiff and Members of the Settlement Classes acknowledge that they may later

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discover facts in addition to or different from those that they now know or believe to be true

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concerning the subject matter of this release. but nevertheless fully, finally. and forever settle and

- 15 -

SETTLEMENT AGREEMENT
3: 17-CV-00850-WHA

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 18 of 34

release any and all Released Claims, known or unknown. suspected or unsuspected, contingent or
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non-contingent which now exist, may later exist, or heretofore have existed based upon Uber's

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interpretation of the TSA with respect to up front pricing. without regard to subsequent discovery

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or existence of such different or additional facts concerning each of the Released Parties.

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IV.

MISCELLANEOUS PROVISIONS

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A.

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The exhibits to this Settlement Agreement are an integral part of the Settlement and are

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Effect of Exhibits

expressly incorporated and made a part of this Settlement Agreement.

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B.

No Admission

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This Settlement Agreement is for settlement purposes only. Neither the fact of, nor any

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provision contained in this Settlement Agreement nor any action taken under it, shall constitute.

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or be construed as, any admission of the validity of any claim or any fact alleged in the Action or

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of any wrongdoing, fault, violation of law, or liability of any kind on the part of Uber or any

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admission by Uber of any claim or allegation made in any action or proceeding against Uber. This

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Settlement Agreement shall not be offered or be admissible in evidence against Uber or Plaintiff

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and Members of the Settlement Class, except in an action or proceeding brought to enforce its

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terms.

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c.

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Upon the Effective Date of Settlement, all documents and information marked or

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designated as " Confidential." as defined in and subject to the Protective Order, granted December

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2:2, 2017, shall be disposed of within the time frame and according to the procedures set forth in

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the Protective Order.

Return of Confidential Documents

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D.

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This Settlement Agreement represents the entire agreement and understanding among the

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Settling Parties and supersedes all prior proposals. negotiations, agreements, and understandings

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relating to the subject matter of this Settlement Agreement. The Settling Parties acknowledge,

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stipulate, and agree that no covenant. obligation. condition, representation, warranty, inducement,

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negotiation, or understanding concerning any part or all of the subject matter of this Settlement

Entire Agreement

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SETTLEMENT AGREEMENT
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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 19 of 34

Agreement has been made or relied on except as expressly set forth in this Settlement Agreement.
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No modification or waiver of any provisions of this Settlement Agreement shall in any event be

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effective unless the same shall be in writing and signed by the person against whom enforcement

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of the Settlement Agreement is sought.

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E.

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T his Settlement Agreement may be executed in one or more counterparts, each of which

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shall be deemed an original as against any party who has signed it, and all of which shall be

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deemed a single agreement.

F.

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Counterparts

Arm's-Length Negotiations

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The Settling Parties have negotiated all of the terms and conditions of this Settlement

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Agreement at ann· s length. All terms, conditions. and exhibits in their exact form are material

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and necessary to this Settlement Agreement and have been relied upon by the Settling Parties in

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entering into this Settlement Agreement. The Settling Parties have both participated in the

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drafting of this agreement and it is not to be construed in favor of or against either of the Settling

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Parties.

Dispute Resolution

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G.

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Any dispute. challenge, question, or the like relating to this Settlement Agreement (other

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than those which this Settlement Agreement provides shall be reso lved otherwise) shall be heard

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only by this Court.

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II.

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The Court shall retain continuing and exclusive jurisdiction over the parties to this

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Settlement Agreement, including all Settlement Class Members, for the purpose of the

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administration and enforcement of this Settlement Agreement.

Continuing Jurisdiction

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I.

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This Settlement Agreement sha ll be binding upon and inure to the benefit of the Settling

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Binding Effect of Settlement Agreement

Parties and their representatives. heirs, successors. and assigns.

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SETTLEMENT AGREEMENT

3: 17-CV-00850-WHA

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 20 of 34

Nullification

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J.

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In the event any one or more of the provisions contained in this Settlement Agreement

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shall for any reason be held to be invalid. illegal, or unenforceable in any respect, such invalidity.

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illegality, or unenforceability shall not affect other provisions only if Uber and Class Counsel

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mutually elect to proceed as if such invalid, illegaL or unenforceable provision had never been

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included in this Settlement Agreement.

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K.

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The Settling Parties may agree upon a reasonable extension of time for deadlines and

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dates reflected in this Settlement Agreement. without further notice (subject to Court approval as

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Extensions of Time

to Court dates).

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L.

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Whenever, under the terms of this Settlement Agreement. a person is required to provide

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serv ice or written notice to Uber or Class Counsel, such service or notice shall be directed to the

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individuals and addresses specified below. unless those individuals or their successors give notice

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to the other Settling Parties in writing:

Service or Notice

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As to Plaintiffs:

Paul B. Maslo, Esq.
Napoli Shkolnik, PLLC
360 Lexington A venue, 11th Floor
New York. N Y 1001 7

As to Ubcr:

Randall W. Edwards, Esq.
O'Mclveny & Myers LLP
2 Embarcadero Center. 28 1h Floor
San Francisco, CA 94111

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M.

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Each counsel or other person executing this Settlement Agreement or any of its exhibits

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Authoritv to Execute Settlement Agreement

on behalf of any party hereto warrants that such person has the authority to do so.

*

*

*

*

*

*

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- 18 -

SETTLEMENT AGREEMENT

3: 17-CV-00850-WHA

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 21 of 34

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IN WITNESS HEREOF, the Settling Parties have caused this Settlement Agreement to be
2

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executed by their duly authorized attorneys, as of July _ , 2018.

ON BEHALF OF UBER

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5

JASON ALL EN

6

LEGAL DIRECTOR, LITIGATION
UBER TECHNOLOGIES, INC.

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~--

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TODD HAMBLET

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RASIER, LLC

ON BEHALF OF PLAINTIFF

II
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MARTIN D ULBERG

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SETILEMENT AGREEMENT
3: 17-CV-00850-\VHA

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 22 of 34

I
IN WITNESS HEREOF, the Settling Parties have caused this Settlement Agreement to be

2
3

executed by their duly authorized attorneys, as of July~. 2018.

ON BEHALF OF UBER

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J

ALLEN
L AL DIRECTOR, LITIGATION
UBER TECHNOLOGIES, INC.

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7
8

TODD HAMBLET
RASIER,LLC

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IO

ON BEHALF OF PLAINTIFF

II
I2

MARTIN DULBERG

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- 19-

SEITLEMENT AGREEMENT

3: I 7-CV-00850-WHA

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EXHIBIT
1

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 24 of 34

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NOTICE OF CLASS ACTION SETTLEMENT

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To: all drivers with Uber nationwide who are members of the class defined in Section 3, below.
This Notice is given pursuant to Federal Rule of Civil Procedure 23 and by Order of the
District Court of the Northern District of California. The purpose of this Notice is to
inform you of a proposed settlement that has been reached in a class action lawsuit against
Uber Technologies, Inc. and Rasier, LLC (collectively, “Uber”).

1. Why did I get this notice?

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Uber’s records show that you are a member of a class of drivers whose claims are covered in a
lawsuit pending in federal court. You have legal rights and options that you may exercise before
the case proceeds further. Judge William H. Alsup of the Northern District of California is
overseeing this case. The lawsuit is entitled Martin Dulberg, individually and on behalf of all others
similarly-situated v. Uber Technologies, Inc., and Rasier, LLC, Case No. 3:17-cv-00850-WHA.

11

2. What is the case about?

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Plaintiff claims that Uber breached the December 11, 2015 Technology Services Agreement (the
“TSA”) between Uber (or an affiliate) and drivers who use Uber’s products including UberX and
UberSELECT. Plaintiff contends that the TSA required Uber to pay drivers based on the same fare
that passengers were charged until May 22, 2017, when Uber issued the new fee addendum.
Specifically, Plaintiff contends that when Uber implemented upfront pricing, for certain rides
passengers were charged a fare at the beginning of the ride based on estimated time and distance, but
Uber paid drivers based on actual time and distance determined at the end of the ride. Plaintiff
contends that this practice breached the TSA and that the members of the class, including you, lost
money because of this practice.

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Uber contends that its actions complied with the TSA, that its practice benefited drivers and riders,
and that no damage occurred because of its practice.

3. Who is part of the class?
The Court has decided that the following people are members of the class:
All persons nationwide who (1) drove for UberX or UberSELECT; (2) opted out of arbitration; (3)
transported a passenger who was charged an upfront Fare before May 22, 2017, when Uber issued its
updated fee addendum; and (4) made less money overall on rides where they transported passengers
who were charged an upfront Fare because they were paid on a Fare calculated based on actual time
and distance values instead of the upfront Fare calculated based on estimated time and distance
values.

4. Grounds for the settlement.
Based on class counsel’s investigation, the risks of the litigation, the expense and time necessary to
prosecute this action through trial and possible appeals, the uncertainty of further prosecution of this
action considering the sharply contested legal issues involved, and the relative benefits to be
1

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 25 of 34

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2
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conferred upon class members under the settlement, the Plaintiff and class counsel believe that it is
desirable to enter into the settlement.

5. Monetary relief to the class.

5

Subject to approval by the Court, Uber will establish a settlement fund in the amount of $345,622.00,
which will be distributed to class members pro rata after the deduction of approved fees, costs, and
expenses.

6

6. Request for attorneys’ fees and expenses, as well as payment of Plaintiff.

7

Class Counsel will move the Court for an award of reasonable attorneys’ fees and expenses incurred
in the action and to award Plaintiff a service payment for his participation in the case. These amounts
will be determined by the Court.

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7. What happens if I do nothing?

13

If you do nothing, you will be deemed part of the settlement, bound to the Settlement Agreement,
and entitled to a monetary payment as detailed above. You will also release all causes of action and
claims pleaded against Uber in this action, and all other actions, under any law or theory, that relate
to the alleged breach of Paragraph 4.1 of the TSA based on Uber’s upfront pricing practices that are
alleged in this action.

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8. How do I request to be excluded?

15

You may request to be excluded from the settlement by “opting out.” If you exclude yourself, you
will not get any compensation from the settlement and will not be bound by the terms of the
Settlement Agreement. If you wish to be excluded, you must submit a request for exclusion to the
Settlement Administrator: Dulberg v. Uber Class Action Settlement, Angeion Group, 1801 Market
Street, Suite 660, Philadelphia, PA 19103. To be effective, the request for exclusion must be sent via
first-class U.S. mail to the specified address and (1) include your full name, address, and email and
telephone number associated with your driver account with Uber; (2) explicitly state your desire to be
excluded from the settlement in Dulberg v. Uber Technologies, Inc.; and (3) be signed by you. The request
for exclusion must be received at least one month before the final approval hearing discussed in
Section 10, below.

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9. How do I object to the proposed settlement, request for attorneys’ fees and expenses, or
the service payment?
You can ask the Court to deny approval of the settlement by filing an objection. You cannot ask the
Court to order a larger settlement; the Court may only approve or deny the settlement. If the Court
denies approval, no settlement payments will be sent out and the lawsuit will continue. To object, you
must file an objection with the Court and provide copies of the objection to (1) Paul B. Maslo,
Napoli Shkolnik, PLLC, 360 Lexington Avenue, 11th Floor, New York, NY 10017, and (2) Randall
W. Edwards, O’Melveny & Myers, LLP, 2 Embarcadero Center, 28th Floor, San Francisco, CA
94111. Any objection to the Settlement Agreement must be individually and personally signed by you
(if you are represented by counsel, the objection must also be signed by counsel), and must include
the following information:
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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 26 of 34

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•

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•

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•
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•

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your full name, address, and email and telephone number associated with your driver account
with Uber;
a written statement of all grounds for the objection, accompanied by any legal support for the
objection;
copies of any papers, briefs, or other documents upon which the objection is based;
the name, address, email address, and telephone number of the attorney(s) representing you;
and
a statement indicating whether you and/or your counsel intend to appear at the fairness
hearing and, if so, a list of all persons, if any, who will be called to testify in support of the
objection.

If you do not file a timely written objection to the settlement and notice of your intent/non-intent to
appear at the fairness hearing or otherwise fail to comply with these requirements, you shall be
foreclosed from seeking any adjudication or review of the settlement by appeal or otherwise.
Any objection must be filed and postmarked on or before [date].

10. Notice of hearing on final approval.

15

A final approval hearing will be held before the Honorable William H. Alsup on [date] at [time] at the
United States District Court, Northern District of California, 450 Golden Gate Avenue, San
Francisco, California, 94102. The hearing will be to determine whether the proposed settlement is
fair, reasonable, and adequate. The Court will also decide whether the requests for attorneys’ fee and
costs and a service award should be approved. You do not need to appear at this hearing. The
hearing may be changed without further notice. If you plan to attend the hearing, you should check
the settlement website to see if the date has changed.

16

11. Are more details available?

17

For the precise terms of the settlement, you should review the Settlement Agreement, which may be
obtained online at [WEBSITE], from the Court’s electronic records access service at www.Pacer.gov,
or in person at the Courthouse, 450 Golden Gate Ave., San Francisco, California, 94102. If you still
have questions about this Notice, the Settlement Agreement, or the action, you may contact the
settlement administrator or class counsel at the telephone numbers below. Please do not telephone
the Court or the Court Clerk’s office to inquire about this Notice, the Settlement Agreement, or the
action.

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12. Who are the attorneys in this case?

23

Class counsel is Paul B. Maslo, Napoli Shkolnik, PLLC, 360 Lexington Avenue, 11th Floor, New
York, NY 10017; pmaslo@napolilaw.com; 212-397-1000.

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Uber’s counsel is Randall W. Edwards, O’Melveny & Myers, LLP, 2 Embarcadero Center, 28th Floor,
San Francisco, CA 94111; redwards@omm.com; 415-984-8716.

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 27 of 34

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13. Who is the Settlement Administrator in this case?

2

The Settlement Administrator is Angeion Group, 1801 Market Street, Suite 660, Philadelphia, PA
19103; [EMAIL]; [PHONE]; [WEBSITE].

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 28 of 34

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EXHIBIT
2

 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 29 of 34

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IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

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3

MARTIN DULBERG, individually, and on
behalf of all others similarly-situated,

4

Plaintiff,

5
6
7

v.
UBER TECHNOLOGIES, INC., and
RASIER, LLC,

8

Case No. 3:17-cv-00850-WHA
[PROPOSED] ORDER GRANTING
PRELIMINARY APPROVAL OF CLASS
ACTION SETTLEMENT
Judge: The Honorable William H. Alsup

Defendants.

9
10

On September 27, 2018, this Court considered Plaintiff Martin Dulberg’s unopposed motion for

11

an order preliminarily approving the settlement of this action, approving the form of notice to the

12

class, and setting a final approval hearing.

13

Having read the Settlement Agreement, class notice, and Plaintiff’s motion, this Court

14

preliminarily approves the proposed settlement. Accordingly, a final hearing will be held to determine

15

if the Settlement Agreement is fair, reasonable, and adequate after notice of the proposed settlement

16

is provided to the class. At the final hearing, the Court shall also evaluate any objections to the

17

settlement, class counsel’s request for attorneys’ fees and expenses, and whether Plaintiff is entitled

18

to a service payment.

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IT IS THEREFORE ORDERED THAT

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1. The Settlement Agreement between Plaintiff, on behalf of the class, and Defendants Uber

21

Technologies, Inc. and Rasier, LLC is preliminarily approved as fair, reasonable, and adequate.

22

2. The Court approves, as to form and content, the Notice of Class Action Settlement

23

(“Notice”). The Notice meets the requirements of Federal Rule of Civil Procedure 23(c)(2)(B) as the

24

“best notice that is practicable under the circumstances,” the requirements of Rule 23(c)(2)(A) as

25

“appropriate notice to the class,” and the requirements of due process.

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3. The Court appoints Angeion Group as settlement administrator to supervise and administer
the Notice and settlement. All associated costs will be paid by Uber out of the settlement fund.

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 30 of 34

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4. Within 30 days after entry of this Order, the settlement administrator will send the Notice to

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each class member by email. The settlement administrator and the parties shall make reasonable

3

efforts to locate class members for whom Notice is returned as undeliverable.

4

5. Prior to the Notice being emailed, the settlement administrator shall also create and maintain

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a settlement website for this action, which will contain the operative complaint, the Settlement

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Agreement, the Notice, the class certification order, important dates related to the proposed

7

settlement, and any other information the parties deem proper.

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6. The settlement administrator shall tabulate communications from class members asking to be
excluded from the settlement and shall report their names and addresses to the Court and to class
counsel no less than seven days before the final approval hearing.

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7. A final approval hearing shall be held on [DATE] at [TIME] to determine (i) whether the

12

terms of the Settlement Agreement are fair, reasonable, and adequate and should be approved by the

13

Court; (ii) whether the Notice fully satisfied the requirements of Federal Rule of Civil Procedure 23

14

and the requirements of due process; (iii) whether judgment should be entered and this action should

15

be dismissed with prejudice; (iv) whether to award class counsel attorneys’ fees and expenses and the

16

amount of the award; and (v) whether Plaintiff is entitled to a service payment and the amount of the

17

award. After the final approval hearing, the Court will enter a final approval order and final judgment

18

in accordance with the Settlement Agreement.

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8. Class members who wish to be excluded from the settlement must respond in accordance

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with the instructions set forth in the Notice and their responses must be received no later than one

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month before the date of the final hearing. Any class member who has not properly and timely

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requested exclusion will be bound by the final order and judgment in this case and shall be enjoined

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from commencing or prosecuting any action, suit, proceeding, claim, or cause of action in any court

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or before any tribunal to the extent barred by the Settlement Agreement.

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9. The Court will not consider the objections of any class member who has not properly served

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copies of the objections on a timely basis or complied with the requirements of the Settlement

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Agreement. Any objections must be filed by [DATE].

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 31 of 34

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10. Class counsel shall file a motion for final approval, including an application for attorneys’ fees

2

and expenses and a service payment to Plaintiff, approximately 14 days prior to the deadline for the

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objections. Class counsel shall file any supplemental brief in support of final approval of the

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Settlement Agreement no later than seven days prior to the final approval hearing.

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11. All proceedings in this action are stayed until further order of this Court, except as may be
necessary to implement or comply with the terms of the Settlement Agreement.

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12. This Court may extend any of the deadlines set forth in this Order and the Notice.

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13. The Court reserves the right to approve the Settlement Agreement at or after the final

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approval hearing with such modification(s) as may be consented to by the parties and without further
notice to the class.
14. The Court retains jurisdiction of this action to consider all further applications or matters
arising out of or connected with the proposed Settlement Agreement.

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IT IS SO ORDERED.
DATED: ________________
___________________________
THE HON. WILLIAM H. ALSUP
UNITED STATES DISTRICT COURT JUDGE

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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 32 of 34

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EXHIBIT
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 Case 3:17-cv-00850-WHA Document 100-2 Filed 08/24/18 Page 33 of 34

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IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

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MARTIN DULBERG, individually, and on
behalf of all others similarly-situated,

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Plaintiff,

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v.
UBER TECHNOLOGIES, INC., and
RASIER, LLC,

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Case No. 3:17-cv-00850-WHA
[PROPOSED] ORDER GRANTING FINAL
APPROVAL OF CLASS ACTION
SETTLEMENT
Judge: The Honorable William H. Alsup

Defendants.

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A hearing for final approval was held before this Court on [DATE] concerning the terms of the
Settlement Agreement between Plaintiff Martin Dulberg, on behalf of the class, and Defendants
Uber Technologies, Inc. and Rasier, LLC. The Court considered (a) whether the Settlement
Agreement should be approved as fair, reasonable, and adequate; (b) whether class counsel’s
application for attorneys’ fees and expenses should be approved; (c) whether Plaintiff’s application
for a service payment should be approved; (d) the payment of settlement administration expenses; (e)
whether class notice was proper; and (f) such other matters brought to the Court’s attention by the
parties. The Court also considered all applicable objections to the Settlement Agreement.
IT IS THEREFORE ORDERED THAT
1. The Settlement Agreement is approved as fair, reasonable, and adequate.
2. The Notice of Class Action Settlement meets the requirements of Federal Rule of Civil
Procedure 23 and due process.
3. Those class members who are properly excluded from the settlement are identified in Exhibit
1 to this Order.
4. Those class members who are not excluded from the settlement are identified in Exhibit 2 to
this Order. The Settlement Agreement is binding on the class members in Exhibit 2, Plaintiff, and
Defendants.

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5. Plaintiff and class members in Exhibit 2 are permanently enjoined from commencing or

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prosecuting any action, suit, proceeding, claim, or cause of action asserting the Released Claims, as

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defined in the Settlement Agreement, in any court or before any tribunal.

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6. The parties and Angeion Group, the settlement administrator, shall take necessary steps to

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effectuate the Settlement Agreement, including Angeion Group promptly processing and paying the

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class members identified in Exhibit 2 in accordance with the Settlement Agreement, subject to the

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awards in Paragraphs 7-9 reducing the Settlement Fund available for the payments to those class

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members.

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7. Plaintiff is awarded a service payment of [$_____].

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8. Class counsel is awarded attorneys’ fees and expenses of [$_____].

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9. Angeion Group is granted recovery of its settlement administration expenses of [$_____].

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10. Pursuant to the Settlement Agreement, the Released Parties are discharged from the Released

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Claims.

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11. This action is dismissed with prejudice pursuant to the terms of the Settlement Agreement.

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12. This Court finds, pursuant to Federal Rule of Civil Procedure 54(b), that there is no just

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reason for delay in the entry of a final judgment and the Clerk of Court is directed to enter judgment

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in this action. Judgment shall be final for purposes of appeal.

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13. Without affecting the finality of this judgment in any way, the Court retains jurisdiction to
enforce the terms of the Settlement Agreement.

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IT IS SO ORDERED.
DATED: ________________
___________________________
THE HON. WILLIAM H. ALSUP
UNITED STATES DISTRICT COURT JUDGE

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