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1 tf Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 1 of 19 <t>c-~; ;:~:~~~~~===-~=--. rjd<kt\l:'<r p :J:CTl\00.CALLY FL[[) ' DOC# ' UNTED ST ATES DSTR~ CT COURT l~ \TF ;, FD. ~ SOUTHERN DSTRCT 0 NEW YORK.lb--...:_- ~ , '... ~ N RE MF GLOBAL HOLDNGS LMTED SECURTES LTGATON Cvl Acton No. 1: 11-CV VM THS DOCUMENT RELATES TO: All Securtes Actons (DeAngels v. Corzne) ECF CASE [PROPOSED] ORDER PRELMNARLY APPR. YNG PROPOSED SETTLEMENT WTH NDVDUAL DEFENDANTS AN PROVDNG FOR NOTCE WHEREAS, a consoldated securtes class actqn s pendng n ths Court styled n re MF Global Holdngs Lmted Securtes Ltgaton, Cvl Acton No. 1: 11-CV VM, that has been consoldated wth other actons under the master case DeAngels v. Corzne, 11-CV VM (the "Acton"); WHEREAS, (a) Lead Plantffs the Vrgna Retrement System and Her Majesty The Queen n Rght Of Alberta, on behalf of themselves, tht other named plantffs n the Acton, and the other members of the ndvdual Defendant Se11tlement Class (defned below), and (b) defendants Jon S. Corzne, J. Randy MacDonald, and Henr J. Steenkamp (collectvely, the "Offcer Defendants"), and (c) Davd P. Bolger, Eleen S. Fusco, Davd Gelber, Martn J.G. Glynn, Edward L. Goldberg, Davd. Schams, and Roberrt S. Sloan (collectvely, the "Drector Defendants," together wth the Offcer Defendants, thr "ndvdual Defendants;" the ndvdual Defendants together wth Lead Plantffs, on behalf o~ themselves, the other named plantffs n the Acton, and the other members of the ndvdual -pefendant Settlement Class, the "Settlng Partes") have determned to settle all clams asserted aganst the ndvdual Defendants n ths

2 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 2 of 19 Acton wth prejudce on the terms and condtons set forth n the Stpulaton and Agreement of Settlement wth the ndvdual Defendants dated July 2, 2015 (the "ndvdual Defendant Stpulaton") subject to approval of ths Court (the "nd:vdual Defendant Settlement"); WHEREAS, Lead Plantffs have made an applcaton, pursuant to Rule 23 of the Federal Rules of Cvl Procedure, for an order prelmnarly approvng the ndvdual Defendant Settlement n accordance wth the ndvdual Defendant Stpulatf on, certfyng the ndvdual Defendant Settlement Class for purposes of the ndvdual Defendapt Settlement only, and allowng notce to ndvdual Defendant Settlement Class Members as mo~e fully descrbed heren; WHEREAS, the Court has read and consdereq: (a) the Consoldated Second Amended Securtes Class Acton Complant fled n ths Acton on October 3, 2014; (b) Lead Plantffs' moton for prelmnary approval of the ndvdual Defetldant Settlement, and the papers fled and arguments made n connecton therewth; and ( c) the lndvdual Defendant Stpulaton and the exhbts attached thereto; and WHEREAS, unless otherwse defned heren, all captalzed words contaned heren shall have the same meanngs as they have n the ndvdual Defendant Stpulaton; NOW THEREFORE, T S HEREBY ORDERJD: 1. Class Certfcaton for Settlement Purposes - Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Cvl Procedure, the Court certfes, solely for purposes of effectuatng the proposed ndvdual Defendant Settlement, a class consstng of all persons and enttes who or whch purchased or otherwse acqured any of the MF Global Securtes 1 durng the Settlement 1 "MF Global Securtes" means common stock of MF Glo~ 1 Holdngs Lmted (ncludng shares acqured through the MF Global Ltd. Amended and Restated 2007 ng Term ncentve Plan ("L TP") or the MF Global Ltd. Employee Stock Purchase Plan) (CUSP 5527 Jl08); MF Global's 9% Convertble Senor Notes due June 20, 2038 ssued on or about June 25, (CUSP 55276Y AB2); MF Global's 1.875% Convertble Senor Notes due February 1, 2016 ssued on orabout February 7, 2011 (CUSP 55277JAA6); 2

3 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 3 of 19 Class Perod (.e., the perod begnnng on May 20, 20 0 through and ncludng November 21, 2011), and were damaged thereby (the "ndvdual Defendant Settlement Class"). Excluded from the ndvdual Defendant Settlement Class are: () Defen~ants and MF Global; () members of the mmedate Famles of the ndvdual Defendants; () the subsdares and afflates of Defendants and MF Global; (v) any person or entty who or whch w~s at any tme durng the Settlement Class Perod and/or s a partner, executve offcer, drector, or: controllng person of MF Global, or any of ts subsdares or afflates, or of any Defendant; (v) any entty n whch any Defendant or MF Global had at any tme durng the Settlement Class Perod and/or has a controllng nterest (ncludng but not lmted to any trust establshed by an lndvdual Defendant for the beneft of (a) hmself/herself or any member of hs/her famly, or (b) any entty n whch he/she has had or has a benefcal nterest; or any trust over whch an ndvdual Defendant has had and/or currently has any form of drect or ndrect control); (v) Defendants' nsurance Carrers, and any afflates or subsdares thereof; (v) the AG Oncon Plantffs; (v) Cadan and ts prncpals, members, offcers, drectors and controllng persons and (x) the legal representatves, hers, successors and assgns of any such excluded person or entty; provd~d, however, that any nvestment Vehcle shall not be deemed an excluded person or entty by defnton. Also excluded from the ndvdual Defendant Settlement Class are any persons and enttes who or whch exclude themselves from the ndvdual Defendant Settlement Class or any Oth~r Class(es) (to the extent such persons or enttes are also ndvdual Defendant Settlement Class Members) by submttng a request for excluson that s accepted by the Court. MF Global's 3.375% Convertble Senor Notes due Augu5t 1, 2018 ssued on or about July 28, 2011 (CUSP 55277JAB4); and MF Global's 6.25% Senor Notesdue August 8, 2016 ssued on or about August 1, 2011 (CUSP 55277JAC2).. 3

4 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 4 of Class Fndngs - Solely for purposes of the proposed ndvdual Defendant Settlement n ths Acton, the Court fnds that each clement requred for certfcaton of the ' ndvdual Defendant Settlement Class pursuant to Rule 23 of the Federal Rules of Cvl Procedure has been met: (a) the members of the ndvdual Defend~nt Settlement Class are so numerous that ther jonder n the Acton would be mpractcable; (b) there are questons oflaw and fact common to the ndvdual Defendant Settlement Class whch predomnate over any ndvdual questons; (c) the clams of Lead Plantffs n the Acton are typca~ of the clams of the ndvdual Defendant Settlement Class; (d) Lead Plantffs and Co-Lead CmJnsel have and wll farly and adequately represent and protect the nterests of the ndvdual D~fendant Settlement Class; and ( e) a class acton s superor to other avalable methods for the far and effcent adjudcaton of the Acton. 3. The Court hereby fnds and concludes th t pursuant to Rule 23 of the Federal Rules of Cvl Procedure, and for the purposes of the nd"7dual Defendant Settlement only, Lead Plantffs are adequate class representatves and certfes them as class representatves for the ndvdual Defendant Settlement Class. The Court also <1-pponts Co-Lead Counsel as class counsel for the ndvdual Defendant Settlement Class, for the purposes of the ndvdual Defendant Settlement only, pursuant to Rule 23(g) of the Federal lules of Cvl Procedure. 4. Prelmnary Approval of the ndv,al Defendant Settlement - The Court hereby prelmnarly approves the ndvdual Defendan~ Settlement, as emboded n the ndvdual Defendant Stpulaton, as beng far, reasonable an< adequate to the ndvdual Defendant Settlement Class, subject to further consderaton at the Settlement Hearng to be conducted as descrbed below. 5. Settlement Hearng - The Court wll l)old a settlement hearng (the "Settlement Hearng") ono/j&.;~b 2015 atlfj_:3f2. ~.m. tn Courtroom 1 lb of the Unted States 4

5 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 5 of 19 Courthouse, 500 Pearl Street, New York, NY 10007, fo~ the followng purposes: (a) to determne whether the proposed ndvdual Defendant Settlement pn the terms and condtons provded for n the ndvdual Defendant Stpulaton s far, reasonabl~ and adequate to the ndvdual Defendant Settlement Class, and should be approved by the Cour; (b) to determne whether a Judgment substantally n the form attached as Exhbt B to the npvdual Defendant Stpulaton should be entered dsmssng the Acton wth prejudce as aganst t~e ndvdual Defendants; ( c) to determne whether the proposed Plan of Allocaton for the proceedt of the settlements acheved n the Acton s far and reasonable and should be approved; (d) to d~termne whether the moton by Co-Lead Counsel for an award of attorneys' fees and rembursement of expenses should be approved; and ( e) to consder any other matters that may properly be brought before the Court n connecton wth the ndvdual Defendant Settlement. Notce of the ndvdual Defendant Settlement, the proposed Plan of Allocaton, Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses, and the Settlement Hearng shall be gven,to ndvdual Defendant Settlement Class Members as set forth n paragraph 7 of ths Order. 6. The Court may adjourn the Settlem~nt Hearng and approve the proposed ndvdual Defendant Settlement wth such modfcatons as the Settlng Partes may agree to, f approprate, wthout further notce to the ndvdual Defendant Settlement Class. 7. Retenton of Clams Admnstrator anf Manner of Gvng Notce - Garden Cty Group, LLC (f/k/a The Garden Cty Group, nc.) (the "Clams Admnstrator" or "GCG"), whch the Court prevously authorzed Co-Lead Counsel to retan to supervse and admnster the notce procedure n connecton wth any other settlements or recoveres that may be acheved n ths Acton as well as the processng of Clams at such tme as a plan of allocaton for the proceeds of the settlements acheved n the Acton s approved by the Court, shall supervse and admnster the 5

6 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 6 of 19 notce procedure n connecton wth the proposed ndv,dual Defendant Settlement as well as the processng of Clams, as more fully set forth belm~. Notce of the ndvdual Defendant Settlement, the proposed Plan of Allocaton, Co-Lead Cqunsel's moton for an award of attorneys' fees and rembursement of expenses, and the Settle~ent Counsel as follows: (a) Hearng shall be gven by Co-Lead not later than forty-fve (45) bu~ness days after the date of entry of ths Order (the "Notce Date"), the Clams Admnstrator shall cause copes of the PwC/ndvdual Defendant Notce, substantally n the form attached qereto as Exhbt 1, the proposed Plan of Allocaton, substantally n the form attached hereto at.exhbt 2, and the Proof of Clam Form, substantally n the form attached hereto as Exhbt 3 {collectvely the "Notce Packet"), to be maled by frst-class mal to potental ndvdual Defendant Settlement Class Members who or whch may be dentfed through reasonable effort ncludng, but not lmted to, the nomnee procedures set forth below; 2 (b) contemporaneously wth the m lng of the Notce Packet, the Clams Admnstrator shall cause copes of the PwC/ndvduatDefendant Notce, the Plan of Allocaton, and the Proof of Clam Form to be posted on the webste developed by the Clams Admnstrator for the Acton, from whch copes of those documents can be downloaded; (c) not later than ten (10) busness days after the Notce Date, the Clams Admnstrator shall cause the PwC/ndvdual Defendant Summary Notce, substantally n the 2 As the ndvdual Defendant Settlement Class ncludes the tnembers of the Underwrter Settlement Class, the Commerz Settlement Class and the PwC Settlement qlass (together wth the ndvdual Defendant Settlement Class, the "Current Settlement Classes"), ths provson for provdng notce of the proposed Plan of Allocaton and Lead Counsel's moton for an aw~rd of attorneys' fees and rembursement of expenses approprately provdes for the requste notce to nembers of all of the settlement classes. 6

7 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 7 of 19 form attached hereto as Exhbt 4, to be publshed onpe each n The Wall Street Journal and nvestor's Busness Daly and to be transmtted once ov r the PR Newswre; and ( d) not later than seven (7) calendar ~ays pror to the Settlement Hearng, Co-, Lead Counsel shall serve on the ndvdual Defendants' Counsel and fle wth the Court proof, by affdavt or declaraton, of such malng and publcaton, 8. Approval of Form and Content of No$ce - The Court (a) approves, as to form and content, the PwC/ndvdual Defendant Notce, the Plan of Allocaton, the Proof of Clam Form, and the PwC/ndvdual Defendant Summary Notce, attached hereto as Exhbts 1, 2, 3 and 4 respectvely, and (b) fnds that the malng and dstrbuton of the Notce Packet and the publcaton of the PwC/ndvdual Defendant Summary Notce n the manner and form set forth n paragraph 7 of ths Order () s the best notce practcable under the crcumstances; () consttutes notce that s reasonably calculated, under the crcumstances, (A) to apprse ndvdual Defendant Settlement Class Members of the pendency of the Acton, of the effect of the proposed ndvdual Defendant Settlement (ncludng the Releases to be provded thereunder), of ther rght to exclude themselves from the ndvdual Defendant Settlement Class, and of ther rght to object to the ndvdual Defendant Settlement; and (B) to apprse the ~embers of the Current Settlement Classes of the Proposed Plan of Allocaton and of Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses, of ther rght to 9bject to the proposed Plan of Allocaton and/or the moton for attorneys' fees and expenses, an~ of ther rght to appear at the Settlement Hearng; () consttutes due, adequate and suffcent notce to all persons and enttes enttled to receve notce of the proposed ndvdual Defendant S~lement, the proposed Plan of Allocaton, and Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses; and (v) satsfes the requrements of Rule 23 of the Federal Jlules of Cvl Procedure, the Unted States 7

8 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 8 of 19 Consttuton (ncludng the Due Process Clause), the Prvate Securtes Ltgaton Reform Act of 1995, 15 U.S.C. 77z-1, 78u-4, as amended, and all qther applcable laws and rules. The date and tme of the Settlement Hearng shall be ncluded n.e PwC/ndvdual Defendant Notce and PwC/ndvdual Defendant Summary Notce before the} are maled and publshed, respectvely. 9. Nomnee Procedures - Brokers and oth~r nomnees who purchased or otherwse acqured any MF Global Securtes durng the Settlement Class Perod for the beneft of another person or entty and who n connecton wth the malng of the Underwrter and Commerz notces: (a) provded GCG wth the names and addresses of benefcal owners n complance wth the search nstructons sent by GCq n connecton wth the malng of the Underwrter and Commerz Notces, need do nothng more; (b) elected to forward the notces of the Underwrter and Commerz Settlements to potental members of those Settlement Classes and who or whch compled wth the search nstructons sent by GCG n connecton wth the malng, of the Underwrter and Commerz Notces, 1 shall now augment the records they developed n conne~ton wth that malng to add persons and enttes for whom or whch they purchased or acqured MF Global common stock durng the perod begnnng on June 14, 2010 through and ncludng November 21, 2011, and wthn seven (7) calendar days of recept of the Notce Packet from GCG, request from GCG suffcent copes of the Notce Packet to forward to all benefcal owners to 1-"hom or whch they prevously forwarded the Underwrter and Commerz Notces as well as t<;> all benefcal owners dentfed n the supplemental search, and wthn seven (7) calendar days ofrecept of the packets forward them to all such benefcal owners; (c) nether prevously provded nam~s and address to GCG nor forwarded the Underwrter and Commerz Notces to benefcal owners, such brokers and nomnees shall 8

9 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 9 of 19 (a) wthn seven (7) calendar days of recept of the Notce Packet, request from GCG suffcent copes of the Notce Packet to forward to all persons anel enttes on whose behalf they purchased or acqured any of the MF Global Securtes durng the perod begnnng on May 20, 2010 through and ncludng November 21, 2011, and wthn seven (7) calendar days of recept of those packets forward them to all such benefcal owners; or (b) wthn seven (7) calendar days of recept of the Notce Packet, send a lst of the names and addresses of all such benefcal owners to GCG n whch event GCG shall promptly mal the Notce Packet to such benefcal owners. Nomnees who elect to send the Notce Packet to ther benefcal owners shall send a statement to GCG confrmng that the malng was made and shall retan ther malng records for use n connecton wth any further notces that may be provded n the Acton. Upon full complance wth ths Order, nomnees may seek rembursement of ther reasonable expenses actually ncurred n complyng wth ths Order by provdng GCG wth proper documeptaton supportng the expenses for whch rembursement s sought. Such properly documented expenses ncurred by nomnees n complance wth the terms of ths Order shall be pad :from the ndvdual Defendant Settlement Fund, wth any dsputes as to the reasonableness or documentaton of expenses ncurred subject to revew by the Court. 10. Partcpaton n the Settlements - Cl.lrrent Settlement Class Members who or whch wsh to partcpate n settlements acheved and t<;> be elgble to receve a dstrbuton from the Net Settlement Funds must complete and submt a:proof of Clam Form n accordance wth the nstructons contaned theren. Unless the Court o~ders otherwse, all Proof of Clam Forms must be postmarked no later than one hundred twenty p20) calendar days after the Notce Date. Notwthstandng the foregong, Co-Lead Counsel may; at ther dscreton, accept for processng late Clams provded such acceptance does not delay the dstrbuton of the Net Settlement Funds 9

10 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 10 of 19 to the Current Settlement Classes. By submttng a Clam, a person or entty shall be deemed to have submtted to the jursdcton of the Court wth resprct to hs, her or ts Clam and the subject matter of the applcable Current Settlement( s ). 11. Each Proof of Clam Form submtted ml}st satsfy the followng condtons: (a) t must be properly completed, sgned and submtted n a tmely manner n accordance wth the provsons of the precedng paragraph; (b) t must be accompaned by adequate supportng documentaton for the transactons and holdngs reported theren, n the form of broker confrmaton slps, broker account statements, an authotjzed statement from the broker contanng the transactonal and holdng nformaton found n a broker confrmaton slp or account statement, or such other documentaton as s deemed adequate by Co-Lead Counsel or the Clams Admnstrator; (c) f the person executng the Proof of Clam Form s actng n a representatve capacty, a certfcaton of hs, her or ts current authorty to act on behalf of the Current Settlement Class Member must be ncluded n the Proof of Clam Form to the satsfacton of Co-Lead Counsel or the Clams Admnstrator; and (d) the Proof of Clam Form must be complete and contan no materal deletons or modfcatons of any of the prnted matter contaned theren and must be sgned under penalty of perjury. 12. Any Current Settlement Class Member who or whch does not tmely and valdly submt a Proof of Clam Form or whose Clam s not otherwse approved by the Court: (a) shall be deemed to have waved hs, her or ts rght to share ~ the Net Settlement Fund(s) applcable to hm, her or t; (b) shall be forever barred from partcpat~ng n any dstrbutons therefrom; ( c) shall be bound by the provsons of the applcable stpulaton(s) of settlement and settlement(s) and all proceedngs, determnatons, orders and judgments n the Acton relatng thereto, ncludng, wthout lmtaton, the applcable Judgment(s), and the Releases provded for theren, whether 10

11 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 11 of 19 favorable or unfavorable to the relevant Settlement Class; and ( d) wll be barred from commencng, mantanng or prosecutng any of the applcable Releas~d Plantffs' Clams aganst each and all of the applcable Defendants' Releasees, as more fully descrbed n the respectve stpulatons and notces of settlement. Notwthstandng the foregong, late Proof of Clam Forms may be accepted for processng as set forth n paragraph 10 above 13. Excluson From the ndvdual Def en ant Settlement Class - Any ndvdual Defendant Settlement Class Member who or whch wshes to exclude hmself, herself or tself from the ndvdual Defendant Settlement Class must request excluson n wrtng wthn the tme and n the manner set forth n the PwC/ndvdual Defendant Notce, whch shall provde that: (a) any such request for excluson from the ndvdual Defendant Settlement Class must be maled or delvered such that t s receved no later than twepty-eght (28) calendar days pror to the Settlement Hearng, to: n re MF Global Holdngs Lmted Securtes Ltgaton, EXCLUSONS, c/o the Clams Admnstrator at the address to be set forth n the PwC/ndvdual Defendant Notce, and (b) that each request for excluson must: () state the name, address and telephone number of the person or entty requestng excluson, and n the case of enttes the name and telephone number of the approprate contact person; () state that such person or entty "requests excluson from the ndvdual Defendant Settlement Class n n re MF Global Holdngs Lmted Securtes Ltgaton, Cvl Acton No. 1: 11-CV-7866"; () state the amoun~ of each MF Global Securty (n terms of number of shares of common stock and face value of th~ respectve notes) that the person or entty requestng excluson purchased/acqured and/or sold d"'1\rng the Settlement Class Perod, as well as the dates and prces of each such purchase/acquston and sale; and (v) be sgned by the person or entty requestng excluson or an authorzed represeptatve. A request for excluson shall not 11

12 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 12 of 19 be effectve unless t provdes all the requred nformatpn and s receved wthn the tme stated above, or s otherwse accepted by the Court. 14. Any person or entty who or whch trely and valdly requests excluson n complance wth the terms stated n ths Order and s 1excluded from the ndvdual Defendant Settlement Class shall not be an ndvdual Defendan~ Settlement Class Member, shall not be bound by the terms of the ndvdual Defendant Settl~ment or any orders or judgments n the Acton relatng to the ndvdual Defendant Settlement, and shall not receve any payment out of the ndvdual Defendant Net Settlement Fund. AddtQnally, any person or entty who or whch requests excluson from the ndvdual Defendant Settl ment Class shall be deemed to have also requested excluson from the PwC Settlement Class and any class(es) covered by any other settlement(s) presented to the Court for consderaton of fnal approval concurrently wth consderaton of the ndvdual Defendant Settlement fbr fnal approval ("Other Settlement(s)"). Smlarly, any person or entty who or whch requests excluson from any Other Class( es) shall be deemed to have requested excluson from the ndvdual Defendant Settlement Class. All terms and condtons applcable to all persons and enttes wbo or whch requested excluson from the ndvdual Defendant Settlement Class and who or whch are excluded from the ndvdual Defendant Settlement Class as set forth n the precedng sentence shall also apply to persons and enttes who or whch request excluson from any Oth~r Class(es) to the extent such persons or enttes would be ndvdual Defendant Settlement Clas~ Members absent such excluson. 15. Any persons or enttes who or whch, pursuant to request, are excluded from the ndvdual Defendant Settlement Class shall be deemeq to be excluded from any other settlement class( es) and ltgaton class that may yet be certfed by the Court (as well as the other classes covered by any Other Settlement(s)), shall not be bound by the terms of any orders or judgments ' 12

13 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 13 of 19 n the Acton relatng to those settlements or the Acton 1as applcable, and shall not be enttled to receve any payment from recoveres that mght be oqtaned on behalf of those classes n the Acton. 16. Any ndvdual Defendant Settlement Class Member who or whch does not tmely and valdly request excluson from the ndvdual Defen4ant Settlement Class n the manner stated n ths Order: (a) shall be deemed to have waved hs, her or ts rght to be excluded from the ndvdual Defendant Settlement Class; (b) shall be forever barred from requestng excluson from the ndvdual Defendant Settlement Class n ths or any other proceedng; ( c) shall be bound by the provsons of the ndvdual Defendant Stpulaton, :the ndvdual Defendant Settlement, and all proceedngs, determnatons, orders and judgments n the Acton relatng to the ndvdual Defendant Settlement, ncludng, but not lmted to, the ndvdual Defendant Judgment, and the Releases provded for theren whether favorable or unfavorable to the ndvdual Defendant Settlement Class; and ( d) shall be barred from commencng, mantanng or prosecutng any of the Released Plantffs' Clams aganst any of the ndvdual Defendants' Releasees, as more fully descrbed n the ndvdual Defendant Stpulaton and PwC/ndvdual Defendant Notce. 17. Appearance and Objectons at Settlefent Hearng - Any Current Settlement Class Member who or whch does not request exclusorn from the ndvdual Defendant Settlement Class or from any Other Class( es) may enter an appearance n the Acton at hs, her or ts own expense, ndvdually or through counsel of hs, her or ts own choce, by flng wth the Clerk of Court and delverng a notce of appearance (a) to both Co-Lead Counsel and the representatve ndvdual Defendants' Counsel f the purpose of the appearance s to object to the proposed ndvdual Defendant Settlement; and, (b) to Co-Lead Counsel f the purpose of the appearance s to object to the proposed Plan of Allocaton and/or Co-Lead Counsel's moton for an award of 11 13

14 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 14 of 19 attorneys' fees and rembursement of expenses, at the apdresses set forth n paragraph 18 below, such that t s receved no later twenty-eght (28) calend~r days pror to the Settlement Hearng, or as the Court may otherwse drect. Any Current Settle~ent Class Member who does not enter an appearance wll be represented by Co-Lead Counsel. 18. Any ndvdual Defendant Settlement, Class Member who does not request excluson from the ndvdual Defendant Settlement Class or from any Other Class( es) may fle a wrtten objecton to the proposed ndvdual Defendant Settlement and show cause, f he, she or t has any cause, why the proposed ndvdual Defendant :Settlement should not be approved. Any member of the Current Settlement Classes may fle a wrtten objecton to the proposed Plan of Allocaton and/or Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses and show cause, f he, she or t has any cause, why the proposed Plan of Allocaton and/or Co-Lead Counsel's moton for an award of attoneys' fees and rembursement of expenses should not be approved. Notwthstandng the foregon~ no member of any of the aforementoned classes as applcable shall be heard or enttled to contest the approval of the terms and condtons of the proposed ndvdual Defendant Settlement, the proposed Plan of Allocaton and/or Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of expenses unless that person or entty has fled a wrtten objecton wth the Court and served copes of such objecton ' on Co-Lead Counsel and, f the objecton s to t~e ndvdual Defendant Settlement, on representatve ndvdual Defendants' Counsel at the aqdresses set forth below such that they are receved no later than twenty-eght (28) calendar days pror to the Settlement Hearng. 14

15 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 15 of 19 Co-Lead Counsel Bernsten Ltowtz Berger & Grossmann LLP Salvatore J. Grazano, Esq A venue of the Amercas New York, NY Representatve ndvdual Defendants' Counsel Dechert, LLP Andrew J. Levander, Esq Avenue of the Amercas New York, NY Blechmar Font Tountas & Auld LLP Javer Blechmar, Esq. 7 Tmes Square, 27 1 h Floor New York, NY Davs Polk & Wardwell LLP Edmund Polubnsk, Esq. 450 Lexngton Avenue New York, NY Any objectons, flngs and other submssons by an objectng class member: (a) must state the name, address and telephone number of the person or entty objectng and must be sgned by the objector; (b) must contan a statement of the class member's objecton or objectons, and the specfc reasons for each objecton, ncludng any legal and evdentary support the class member wshes to brng to the Court's attenton; and (c) must nclude documents suffcent to prove class membershp ncludng the amqunt of each MF Global Securty (n terms of number of shares of common stock and face value <Pf the respectve notes) that the objectng class member purchased/acqured and/or sold durng the Settlement Class Perod, as well as the dates and prces of each such purchase/acquston and/~r sale. 20. Any member of the Current Settlement Classes who or whch does not make hs, her or ts objecton n the manner provded heren shall be deemed to have waved hs, her or ts rght to object, as applcable, to any aspect of the propqsed ndvdual Defendant Settlement, the proposed Plan of Allocaton, or Co-Lead Counsel's mpton for an award of attorneys' fees and rembursement of expenses and shall be forever barred and foreclosed from objectng to the farness, reasonableness or adequacy of the ndvdual qefendant Settlement, the proposed Plan of Allocaton, or the requested attorneys' fees and e~penses, or from otherwse beng heard 15

16 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 16 of 19 concernng the ndvdual Defendant Settlement or the requested attorneys' fees and expenses n ths or any other proceedng. 21. Stay and Temporary njuncton - Untl: otherwse ordered by the Court, the Court stays all proceedngs n the Acton between the Settlng, Partes other than proceedngs necessary to carry out or enforce the terms and condtons of the, ndvdual Defendant Stpulaton and as otherwse necessary as to pendng clams aganst other defendants n the Acton. Pendng fnal ' determnaton of whether the ndvdual Defendant Settl~ment should be approved, the Court bars and enjons Lead Plantffs, and all other members of the ndvdual Defendant Settlement Class, from commencng or prosecutng any and all of the Released Plantffs' Clams aganst each and all of the ndvdual Defendants' Releasees. 22. Settlement Admnstraton Fees and Ef penses - All reasonable costs ncurred n dentfyng ndvdual Defendant Settlement Class Members and notfyng them of the ndvdual Defendant Settlement as well as n admnsterng the nd~vdual Defendant Settlement shall be pad as set forth n the ndvdual Defendant Stpulaton wthout further order of the Court. 23. Settlement Fund-The contents of the "41dvdual Defendant Settlement Fund held by Ctbank, N.A. (whch the Court approves as the Escrow Agent) shall be deemed and consdered to be n custoda legs of the Court, and shall reman subject to the jursdcton of the Court, untl such tme as they shall be dstrbuted pursuant to the ndvdual Defendant Stpulaton and/or further order( s) of the Court. 24. Taxes - Co-Lead Counsel are authorztd and drected to prepare any tax returns and any other tax reportng form for or n respect of the ndvdual Defendant Settlement Fund, to pay from the ndvdual Defendant Settlement Fund any Taxes owed wth respect to the ndvdual Defendant Settlement Fund, and to otherwse perform all oblgatons wth respect to Taxes and 1 ' 16

17 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 17 of 19 any reportng or flngs n respect thereof wthout furthe~ order of the Court n a manner consstent wth the provsons of the ndvdual Defendant Stpulatjon. 25. Termnaton of Settlement- f the ndvdual Defendant Settlement s termnated as provded n the ndvdual Defendant Stpulaton, the ndvdual Defendant Settlement s not approved, or the Effectve Date of the ndvdual Defeq.dant Settlement otherwse fals to occur, ths Order shall be vacated, rendered null and vod and pe of no further force and effect as to the ndvdual Defendants, except as otherwse provded by 1 the ndvdual Defendant Stpulaton, and ths Order shall be wthout prejudce to the rghts oflea4 Plantffs, the other ndvdual Defendant Settlement Class Members and the ndvdual Defenda111ts, and the Settlng Partes shall revert to ther respectve postons n the Acton as of May 8, 2015, as provded n the ndvdual Defendant Stpulaton. 26. Use of ths Order - Nether ths Order, the ndvdual Defendant Stpulaton (whether or not consummated), the exhbts thereto ncludng the Plan of Allocaton (or any other plan of allocaton that may be approved by the Court), the negotatons leadng to the executon of the ndvdual Defendant Stpulaton, nor any proceedngs taken pursuant to or n connecton wth the ndvdual Defendant Stpulaton and/or approval of the ndvdual Defendant Settlement (ncludng any arguments proffered n connecton ther~wth): (a) shall be offered aganst any of the ndvdual Defendants' Releasees as evdence of, or construed as, or deemed to be evdence of () any presumpton, concesson, or admsson by any off he ndvdual Defendants' Releasees wth respect to the truth of any fact alleged by Lead Planttffs, the valdty of any clam that was or could have been asserted by Lead Plantffs or any member of the ndvdual Defendant Settlement Class, the defcency of any defense that has been or could have been asserted by the ndvdual Defendants n ths Acton or n any other ltgaton, or qoverage under the ndvdual Defendants' 17

18 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 18 of 19 nsurance Carrers' respectve polces, or () any labl~y, neglgence, fault, or other wrongdong of any knd of any of the ndvdual Defendants' Releas~es or n any way referred to for any other reason as aganst any of the ndvdual Defendant~' Releasees, n any cvl, crmnal or admnstratve acton or proceedng, other than such proceedngs as may be necessary to effectuate the provsons of the ndvdual Defendant Stpulato~; (b) shall be offered aganst any of the Plantffs' Releasees, as evdence of, or construed a~, or deemed to be evdence of () any presumpton, concesson or admsson by any of the Pl~ntffs' Releasees that any of ther clams are wthout mert, that any of the ndvdual Defendantf Releasees had mertorous defenses, or that damages recoverable aganst the ndvdual Defendants under the Complant would not have exceeded the ndvdual Defendant Settlement Amount, or () any lablty, neglgence, fault or wrongdong of any knd, or n any way referred to for any other reason as aganst any of the Plantffs' Releasees, n any cvl, crmnal or admnstratve acton or proceedng, other than such proceedngs as may be necessary to effectuate the provsons of the ndvdual Defendant Stpulaton; or ( c) shall be construed aganst any of Releasees as an admsson, concesson, or presumpton that the consderaton to be gven under the ndvdual Defendant Settlement represents the amount whch could be or would have been recovered aganst the ndvdual Defendants after tral; provded, however, that f the nclvdual Defendant Stpulaton s approved by the Court, the Settlng Partes and the Releasees and 1 ther respectve counsel may refer to t to effectuate the protectons from lablty granted thereun~er or otherwse to enforce the terms of the ndvdual Defendant Settlement. 27. Supportng Papers - Co-Lead Counsel: shall fle and serve the openng papers n support of the proposed ndvdual Defendant Settlem~nt, the Plan of Allocaton, and Co-Lead Counsel's moton for an award of attorneys' fees and rembursement of ltgaton expenses no later 18

19 Case 1:11-cv VM-JCF Document 975 Fled 07/07/15 Page 19 of 19 than forty-two ( 42) calendar days pror to the SettlemeQ.t Hearng; and reply papers, f any, shall be fled and served no later than seven (7) calendar day~ pror to the Settlement Hearng. 28. The Court retans jursdcton to consder all further applcatons arsng out of or connected wth the proposed ndvdual Defendant Settl~ment. SO ORDERED ths7-z" day ofn,c: ' e Honorable Vctor Marrero Unted States Dstrct Judge #