CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 1 of 102. Tim George, et. al v. Uponor, Inc. et. al. Case No

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1 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 1 of 102 Tim George, et. al v. Uponor, Inc. et. al. Case No Class Action Settlement Agreement and Release The Plaintiffs who are acting as the Class Representatives on behalf of themselves and all other Settlement Class Members of the Settlement Class set forth herein, expressly excluding any and all Excluded Persons, as defined herein, and Uponor, Inc., Wirsbo Company and Uponor Wirsbo, Inc. (hereinafter collectively "Uponor"), stipulate and agree, pursuant to the terms and conditions set forth in this Class Action Settlement Agreement and Release ("Agreement") to settle, dismiss, and compromise fully and finally the Legal Claims asserted against Uponor and the Materially Contributing Entities as defined herein and their related companies, for any and all issues allegedly related to the dezincification of the Uponor Yellow Brass Fittings, including workmanship related to dezincification (as referenced further herein), installed in Settlement Class Members Residential Unit(s), Non-Residential Property, and/or Common Areas built on or after January 1, Defined Terms As used in this Agreement, as well as in the notices and other documents contemplated by this Agreement, and any amendments thereto, the following terms shall have the meanings set forth below. Terms used in the singular shall be deemed to include the plural and vice versa. 1. "Agreement" shall mean this Class Action Settlement Agreement and Release, including the notices and other documents contemplated by this Agreement, and any amendments and Exhibits thereto. 2. "Claimant" shall mean a Settlement Class Member (including Class Representatives) tendering a Claims Form pursuant to the terms of this Agreement. 3. Claims Administration Period shall mean the period of time running for five (5) years from the Effective Date and, as set forth further below, thereafter eligible claims as defined herein shall be submitted to Uponor, Inc. pursuant to the deadlines set forth in its standard warranty claims process. 4. "Claims Administrator" shall mean: i) the person/entity appointed by the Court to administer the Claims Process during the initial 5-year Claims Administration Period, as provided for in paragraph 61(e), and ii) thereafter Uponor, Inc. through the end of the Extended Warranty provided for by this Agreement. 1

2 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 2 of "Claims Deadline" shall mean the definitive date for a Settlement Class Member to file a Claims Form which, for eligible claims, shall be as set forth below in Paragraphs 109, 111 and "Claims Form" shall mean the official form approved by the Court for use by the Settlement Class Members in making claims. 7. "Claims Process" shall mean the process approved by the Court as contemplated in paragraphs "Class Representatives" shall mean putative class representatives Tim George, Galen and Leslie Satterlee, Gail Henrichsen, Dave and Holly Marcus, Kelly Babb, Gary and Elsa Overstreet, individually and on behalf of all Settlement Class Members. Class Counsel reserves the right to include additional qualifying Class Representatives prior to final approval of the Settlement. 9. Common Areas (also referenced as common elements in various state statutes such as NRS ) shall mean all portions of the common-interest community other than the units, including easements in favor of units or the common elements over other units; any real estate within a planned community which is owned or leased by the association, other than a unit; and any other interests in real estate for the benefit of units' owners which are subject to the declaration. 10. "Complaints" means the formal legal pleadings (including any and all causes of action contained therein related to the Legal Claims) filed or raised by Plaintiffs in the cases consolidated or coordinated with (as more specifically set forth in the list attached hereto as Exhibit A ), or whose homes are encompassed within the putative class sought in the case: Tim George, et. al. v. Uponor, Inc., et. al., Case No , including the state court or federal court actions, claims seeking arbitration, in arbitration or ordered to arbitration by any state or federal court, regarding the dezincification of Uponor Yellow Brass Fittings installed in the United States on or after January 1, 2002.This term specifically excludes the Las Vegas Class Action and any action or claims that fall within the definition of Complaints as used in the Las Vegas Class Action Settlement Agreement. 11. "Counsel for the Uponor Defendants" shall mean John Schleiter and Howard Lieber of the law firm Grotefeld, Hoffmann, Schleiter, Gordon, Ochoa & Evinger, PC. 12. "Court" shall mean the United States District Court for the District of Minnesota, in which Tim George, et. al. v. Uponor, Inc., et. al., Case No and all consolidated and/or coordinated actions are pending. 13. "Effective Date" shall have the meaning given in paragraph "Excluded Persons" shall have the meaning given in paragraph 55. 2

3 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 3 of "Final Fairness Hearing" shall mean the hearing conducted by the Court in connection with the determination of the fairness, adequacy, and reasonableness of this Agreement under Rule 23 of the Federal Rules of Civil Procedure. 16. "Final Order and Judgment" shall mean the Final Order and Judgment of the Court approving the settlement provided for in this Agreement, i.e. the United States District Court for the District of Minnesota. 17. "Independent Engineering Consultant" shall mean those Persons retained in accordance with paragraph 107, who shall be approved by Lead Class Counsel and Counsel for the Uponor Defendants. 18. "Lead Class Counsel" shall mean Robert Shelquist of Lockridge Grindal Nauen, PLLP; Shanon J. Carson of Berger & Montague, PC; J. Randall Jones of Kemp, Jones & Coulthard, LLP; and Scott K. Canepa of Canepa, Riedy, Abele & Costello. 19. "Legal Claim" shall mean any and all claims of liability regarding the dezincification of Uponor Yellow Brass Fittings, including workmanship, whether known or unknown, anticipated or unanticipated, on any legal or equitable ground whatsoever, including relief under federal law or the laws of any state, as well as statutes including, but not limited to, Nevada Revised Statute et. seq., California Civil Code section 895 et. seq. or any similar statutory scheme regarding or related to the planning, development, design, construction, warranting, repair, selection of materials, supply of materials, and/or use of Uponor Yellow Brass Fittings installed in Settlement Class Members Residential Unit(s), Common Areas and/or Non-Residential Property including, without limitation, all claims (including those for arbitration or pursuant to statutes such as NRS et seq. California Civil Code section 895 et. seq. or any similar statutory scheme), damages, causes of action, or liability on any legal or equitable ground whatsoever, regardless of whether such claims might have been or might be brought directly, or through subrogation or assignment or otherwise, which were alleged or could have been alleged in, or as part of, the claims filed in the Minnesota Nationwide Class Action or the Complaints. 20. Low Flow Claims shall mean claims arising from reduction in water flow through fittings due to occlusion that occurs as a direct result of a failure of an Uponor Yellow Brass Fitting due to dezincification, such that the differential in water flow between the hot and cold lines of a fixture is fifty percent (50%) or more. 21. "Materially Contributing Entities" shall mean and refer to all developers, builders, contractors, distributors, wholesalers, installers and plumbers identified in the "Addendum" attached to this Agreement as Exhibit "B", and any and all of their past and present parent companies, sister companies, partners, general partners, divisions, subsidiaries (including plumbing subcontractors wholly owned by a Materially Contributing Entity), affiliates, related companies and entities, members, shareholders, owners, directors, officers, employees, participating direct insurers, lenders, mortgage holders, predecessors, principals, heirs, joint venturers, legal representatives, attorneys, agents, administrators, trusts, trustees, beneficiaries, 3

4 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 4 of 102 creditors, and/or subsidiaries, as well as any and all of their predecessors in interest, successors in interest and assigns. Further, to the extent any of the parties identified above and in Exhibit "B" obtained or otherwise provided insurance to subcontractors, design professionals, or suppliers pursuant to a Wrap, OCIP (Owner Controlled Insurance Program) CCIP (Contractor Controlled Insurance Program), and/or a similar type insurance program as it relates to the Legal Claims that are settled within this Agreement, then all of the foregoing said subcontractors, design professionals, or suppliers shall, only as to the residential units and non-residential properties covered by the Wrap, OCIP or CCIP, be deemed Materially Contributing Entities and afforded the same benefits of the Releases within this Agreement without making a separate contribution on their own as to the project(s) covered by the Wrap, OCIP or CCIP. This provision shall have no effect upon other claims, causes of action, or damages that arise outside the Legal Claims settled and released pursuant to this Agreement. 22. "Minnesota Nationwide Class Action" shall mean the lawsuit styled Tim George, et. al. v. Uponor, Inc., et. al., Case No as well as any Complaints, lawsuits in state or federal court, or claims seeking arbitration regarding dezincification of Uponor Yellow Brass Fittings consolidated with or whose homes are encompassed within the putative class for which certification is requested in the George lawsuit (as more specifically set forth in the list attached hereto as Exhibit A ) and shall exclude all Excluded Persons as defined in paragraph 55 of this Agreement. 23. "Non-Residential Property" shall mean any multi-unit commercial structure(s) including but not limited to, dormitories, hotel/motel, or other similar structure that contains multiple dwelling units or rooms for temporary stays, appurtenances, Common Areas, as well as all other areas owned by homeowners associations and in which an Uponor/Wirsbo PEX System with Uponor Yellow Brass Fittings has been installed. For purposes of this definition, appurtenances means a structure, installation, facility, amenity or other improvement that is appurtenant to or benefits one or more residences, but is not a part of the dwelling unit. The term includes, without limitation, the parcel of real property, recreational facilities, golf courses, walls, sidewalks, driveways, landscaping, common elements and limited Common Areas other than those described in NRS or similar statutes, and other structures, installations, facilities and amenities associated with or benefiting one or more residences. 24. "Notice Plan" shall have the meaning ascribed to it in paragraphs "Objection Deadline" shall mean the date set by the Court for all Settlement Class Members and any Person desiring to object, or be heard at the Final Fairness Hearing, to deliver written notice in the form prescribed by the Court to Lead Class Counsel and Counsel for the Uponor Defendants of his, her, or its intent to object to this Agreement. 26. "Opt-Out Deadline" shall mean the date set by the Court for any Settlement Class Member to opt out of the Settlement Class and this Agreement. 27. "Person" means any individual or entity, public or private including homeowners associations, condominium associations, subrogated insurance companies, or other entities that 4

5 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 5 of 102 may be empowered publicly or privately to act on behalf of individuals. For greater certainty, and without limiting the generality of the foregoing, a public entity shall include the Government of the United States, any State or local government. 28. "Plaintiffs" means any Person listed as a plaintiff in the cases transferred to or coordinated with the Tim George, et. al. v. Uponor, Inc., et. al. lawsuit. 29. "Preliminary Approval Order" shall mean the Court's Order, as provided for in paragraph 61, which shall preliminarily approve this Agreement pursuant to FRCP 23, conditionally certify the Settlement Class (including as to damages) for settlement purposes, appoint the Claims Administrator, approve the Settlement Notice and the opt-out procedure, and fix a hearing date for the Final Fairness Hearing, to be sought jointly by the Settling Parties. 30. Property Damage Claims shall mean claims arising from property damage that occur as a direct result of a failure of an Uponor Yellow Brass Fitting due to dezincification, which results in water damage to property other than the fitting itself. 31. "Released Parties" shall have the meaning ascribed to it in paragraph "Releasing Parties" shall have the meaning ascribed to it in paragraph "Remediation Contractor" shall mean a third-party person, company or entity hired to repair or replace Uponor Yellow Brass Fittings pursuant to this Agreement. 34. Residential Unit shall mean single-family dwellings, townhomes, condominiums, coops, multiple family housing such as a duplex or quadraplex, apartments, and similar structures, including any dwelling (such as multi-unit structures), in which title to the individual unit(s) is transferred to the owner, where an Uponor/Wirsbo PEX System with Uponor Yellow Brass Fittings has been (or was ever) installed. 35. "Settlement Class Members" shall mean all members of the Settlement Class except Excluded Persons. 36. "Settlement Class" shall mean the settlement class described in this Agreement as follows: All Persons that own (or owned or subsequently purchase/own) buildings, homes, residences, Common Areas, Residential Units, or Non-Residential Properties located in the United States, built on or after January 1, 2002, which contain Uponor Yellow Brass Fittings. This Settlement Class includes, without limitation all individuals and entities, including those in active litigation, the Complaints, and/or arbitration, seeking arbitration or ordered to arbitration by any state or federal court, as well as their spouses, joint owners, heirs, executors, administrators, subrogated insurance companies, insurers, mortgagees, tenants, creditors, lenders, predecessors, successors, subsequent owners or occupants, 5

6 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 6 of 102 trusts and trustees, attorneys, agents, and assigns and all Persons who have legal standing and are entitled to assert a claim on behalf thereof. This Settlement Class does not include the Excluded Persons as identified below in Paragraph 55. The Settlement Class includes, without limitation, all Persons who subsequently purchase or otherwise obtain an interest in a property covered by this Agreement without the need of any formal assignment by contract or court order. 37. "Settlement Notice" shall mean the notice or notices required by the Court's plan for providing notice of this Agreement as set forth in paragraphs "Settling Defendants" shall mean the Uponor Defendants and the Materially Contributing Entities. 39. "Settling Parties" shall mean the Uponor Defendants, the Class Representatives on behalf of the Settlement Class Members, and the Materially Contributing Entities. 40. "Special Master" shall mean a neutral, third party, individual appointed by agreement of the Class Counsel and Counsel for the Uponor Defendants to resolve any disputes as set forth pursuant to paragraph "Uponor Defendants" shall mean: a) Uponor, Inc., including its related companies, parent companies, predecessors, successors, subsidiaries, and sibling companies and each Uponor entity named as a Defendant in the Minnesota Nationwide Class Action; and b) their respective officers, directors, employees and attorneys. 42. "Uponor Funding Entity" shall mean Uponor, Inc. 43. "Uponor/Wirsbo PEX System" shall mean systems incorporating PEX tubing along with Uponor Yellow Brass Fittings. 44. Uponor Yellow Brass Fittings shall mean any brass plumbing fittings and other brass components installed as part of Uponor/Wirsbo PEX Systems (including, but not limited to, valves, manifold connectors and hose bibs), designed and/or sold by the Uponor Defendants in the United States as complying with the ASTM Standards F1960, F2080 and/or F877, and manufactured with/from UNS C36000, C37700 or C35330 brass alloys (but excluding those fittings bearing the markings F1960 C314, F1960LF and/or F1960 C693 ), whether or not the fitting in fact complied with such standard(s). Summary of Litigation Lead Class Counsel make the following representations for purposes of this Agreement: 45. Certain Class Counsel have investigated the claims of Class Members with concerns regarding premature failure of Uponor Yellow Brass Fittings. Such Class Counsel began 6

7 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 7 of 102 investigating the facts and circumstances relevant to Plaintiffs concerns, retained experts and began investigating, researching, and inspecting properties with Uponor Yellow Brass Fittings. Thereafter Class Counsel filed the Minnesota Nationwide Class Action, and Lead Class Counsel undertook a litigation effort that included: consulting with experts, conducting forensic testing, interviewing potential witnesses, communicating with putative class members, conducting inspections of the properties of certain Settlement Class Members, reviewing information and evidence Class Counsel has obtained regarding the facts and circumstances alleged in the Complaints, law and motion practice in multiple jurisdictions, and researching and studying the legal principles applicable to the issues of liability, damages, insurance coverage, and procedure, including class certification, involved in the cases. 46. Plaintiffs have filed various actions which have been transferred, and are now consolidated and/or coordinated with the Minnesota Nationwide Class Action seeking to recover damages claimed to have been experienced by themselves and a putative class (as against Uponor) as a result of the presence of allegedly defective Uponor Yellow Brass Fittings in Residential Units and Non-Residential Properties owned by members of the class. 47. Lead Class Counsel have conducted an investigation of the facts and law relating to the matters set forth in the pleadings and retained experts to assist the Settlement Class Members in pursuing this Agreement and the Claims Process. Without conceding any lack of merit of any of their claims, Plaintiffs and Lead Class Counsel have concluded that it is in the best interests of the putative class to settle these actions on the terms set forth herein, and that the settlement with the Uponor Defendants and Materially Contributing Entities in this Agreement is fair, reasonable, adequate and in the best interests of the Settlement Class Members. In addition to the representations by Lead Class Counsel above, the Settling Parties further agree that the following facts and recitals form the basis for this settlement and are integral to the Settling Parties' Agreement: 48. The Settling Parties disagree about the rights, obligations, benefits, and detriments that each of them has or may have as set forth in the claims brought in the Minnesota Nationwide Class Action. 49. Over a period of several months the Settling Parties have engaged in extensive, difficult, complex and arm's-length negotiations regarding the settlement of claims involving the Uponor Yellow Brass Fittings. There was no certainty or assurance of a settlement. During the same time, the parties conducted discovery on a parallel track, including hundreds of thousands of pages of document review, disputes about document requests and production, as well as substantial motion practice directed to the viability of claims filed in the Minnesota Nationwide Class Action. The settlement was finally achieved after several in-person mediation sessions and numerous telephonic conferences before a court-approved independent Mediator: Ross Hart. 50. The Settling Defendants deny any fault, wrongdoing, illegal conduct, or liability whatsoever on their part, and have asserted numerous affirmative defenses to the facts and causes of action alleged in the Minnesota Class Action. The Settling Defendants also deny any and all allegations of fault, wrongdoing, or liability made by any of the plaintiffs in other actions 7

8 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 8 of 102 against them. The Settling Defendants rely on the provisions of this Agreement that the settlement embodied herein shall not be construed as, or deemed to be, evidence of an admission or a concession on the part of the Settling Defendants of any fault, wrongdoing, or liability whatsoever, or that any of the allegations in the Complaints filed in connection with the Minnesota Nationwide Class Action are true. Without conceding any infirmity in their defenses, the Settling Defendants consider it desirable to enter into this Agreement to avoid further expense, to dispose of burdensome and protracted litigation, and to avoid the uncertain outcome of proceeding with the Minnesota Nationwide Class Action. 51. The Settling Defendants have concluded that it is in their best interest to settle the differences, disagreements, and suits upon the terms and conditions set forth below, and in so doing, do not admit, concede, or imply that they have done anything wrong or legally actionable, or that the allegations of deficiencies in the Uponor Yellow Brass Fittings have merit. 52. The Settling Parties desire and intend by this Agreement to settle finally and completely, and effectuate a final resolution of, all Legal Claims of all Settlement Class Members whether asserted or not in the Minnesota Nationwide Class Action, to establish a Claims Process, and to provide for a complete full and final release in favor of the Released Parties related to such Legal Claims, as described below in more detail. 53. NOW, THEREFORE, it is hereby agreed and stipulated by and between the Plaintiffs, who are acting as Class Representatives on behalf of themselves and all other Settlement Class Members of the Settlement Class, the Uponor Defendants, and the Materially Contributing Entities (as parties to the settlement with rights to enforce this Agreement by virtue of the Addendum attached hereto as Exhibit B ) by and through their respective attorneys, and intending to be legally bound that, except as specifically stated to the contrary in this Agreement, all of the allegations, claims, demands, causes of action, and liabilities, which have been, could have been, or could in the future be asserted by the Class Representatives or any of the Settlement Class Members against the Uponor Defendants and the Materially Contributing Entities as referenced above relating to, arising out of, or in connection with allegations of defective Uponor Yellow Brass Fittings, made in the Complaints in the Minnesota Nationwide Class Action shall be settled and compromised, and such claims asserted therein shall be dismissed on their merits with prejudice, according to the terms and conditions set forth below. Class Certification Agreement Terms 54. The Settling Parties agree that certification of the Settlement Class is appropriate to effectuate this Settlement and for settlement purposes only. 55. Excluded from the Settlement Class are: a. All settlement class members encompassed within the settlement class to be certified in the lawsuit styled In Re Wirsbo Non-F1807 Yellow Brass 8

9 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 9 of 102 Litigation, Case No. 08-cv-1223 pending in the United States District Court for the District of Nevada ( Las Vegas Class Action ), including any lawsuits and/or arbitration proceedings consolidated within the Las Vegas Class Action or seeking relief for, Residential Units, Common Areas and/or Non-Residential Properties encompassed within the setlement class in the Las Vegas Class Action. To the extent any Las Vegas Class Action settlement class members own structures containing Uponor Yellow Brass Fittings that fall outside the class definition in the Las Vegas Class Action, claims related to such structures shall be included in this Agreement. b. All Persons, including owners of Residential Units, Non-Residential Properties and/or Common Areas (such as homeowners association) who/which, on a timely basis, exercised their rights under Rule 23 of the Federal Rules of Civil Procedure to: i) opt out of the Settlement Class pursuant to the terms of this Agreement; and ii) all persons defined as Excluded Persons in the settlement agreement entered into related to the Las Vegas Class Action; c. All Persons who previously filed an individual lawsuit concerning Uponor Yellow Brass Fittings in any court of law, provided that claim has been resolved with a final judgment or settlement, whether or not favorable to the Person; d. The Uponor Defendants, any entity in which the Uponor Defendants have a controlling interest, any entity which has a controlling interest in the Uponor Defendants, and the Uponor Defendants' legal representatives, assigns, and successors; e. The presiding judge in the Minnesota Nationwide Class Action and any member of the judge's immediate family; f. All Persons who own or have owned a structure containing Uponor Yellow Brass Fittings installed before January 1, 2002; and g. All those persons/claims identified on Exhibit 1, which contains a listing of the claims encompassed within the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims (hereinafter the 35 Evolved Case List ) which will be covered by a separate Settlement Agreement. The foregoing are all collectively referred to as the "Excluded Persons." The Excluded Persons may not claim or obtain any relief under this Agreement and, therefore, do not release any claims or causes of action pursuant to the release contained herein. Reasonable Efforts and Dealings with Putative Settlement Class Members 9

10 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 10 of Lead Class Counsel and Counsel for the Uponor Defendants agree that they will use reasonable efforts to: (i) recommend and obtain approval of this Agreement by the Court, in accordance with the class action rules of procedure; (ii) carry out the terms of this Agreement; (iii) support this Agreement in all public statements; and (iv) secure the prompt, complete and final dismissal as to the Settling Defendants on the merits and with prejudice of the Minnesota Nationwide Class Action (including those matters listed on Exhibit A ), pending state court lawsuits, any arbitration claims and statutory claims such as those pursuant to NRS Ch , California Civil Code section 895 et. seq. or any similar statutory scheme involving Class Members as related to Uponor Yellow Brass Fittings. Class Counsel shall not: a) recommend or solicit opt-outs from the settlement and the Settlement Class; or b) represent any opt out from the Settlement Class related to the Legal Claims covered by this Agreement except for those referenced in Paragraph 55 herein. 57. To be effective, opt-outs must be signed and submitted by the Settlement Class Member. No opt-outs may be made by representation, other than by an attorney duly retained by each individual Person. A homeowners association may opt itself out, but not its individual members except where authorized by law in effect as of August 6, If in excess of seventy-five hundred (7,500) units (including both Residential Units and individual living/dwelling units within the Non-Residential Properties) that are within the Settlement Class elect to be excluded from the Settlement Class and submit a valid opt-out request, Uponor shall have the right to withdraw from the Settlement pursuant to the terms set forth herein and in the Addendum. Furthermore, the Materially Contributing Entities have the right to withdraw from the Settlement based on the terms set forth in the Addendum attached hereto as Exhibit B. In the event that a Materially Contributing Entity elects to withdraw from the Settlement in accordance with the provisions of the Addendum attached as Exhibit B hereto, that withdrawing Materially Contributing Entity shall not have any obligations under this Agreement, and shall not obtain any of the releases and/or benefits afforded under this Agreement, however the withdrawing Materially Contributing Entity's withdrawal from the Settlement shall not impact any of the other Materially Contributing Entities and their rights and obligations under this Agreement and the Settlement. 59. Any Settlement Class Members who timely elect to opt-out of the Settlement Class will be barred from objecting to the settlement. 60. If contacted by potential Settlement Class Members, with whom no direct attorney-client relationship exists, about this Agreement or the settlement contemplated hereby, the Settling Parties shall refer potential Settlement Class Members to the Claims Administrator and to any established toll free number and/or website created and maintained by the Claims Administrator as provided for in this Agreement. Neither Uponor nor Lead Class Counsel shall communicate with those persons listed on Exhibit 1 (the 35 Evolved Case List). Nothing in this Agreement shall affect the ability of the Settling Defendants to continue to communicate with their customers, business contacts and members of the public in the ordinary course of their business. The Preliminary Approval Order 10

11 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 11 of Lead Class Counsel shall file a motion for the Preliminary Approval Order as soon as practical after the execution of this Agreement, requesting that the Court enter an Order that: a. Provides for the conditional certification of the Settlement Class, pursuant to Rule 23 of the Federal Rules of Civil Procedure, and approval of one or more of the Class Representatives to act as the representative plaintiffs for the Settlement Class; b. Provides for notice of the settlement provided for in this Agreement and the Final Fairness Hearing to be given to Settlement Class Members in the manner described in paragraphs 63 to 73, or in such other manner as may be required by the Court ("Settlement Notice"); c. Set periods of time during which Settlement Class Members may opt out of the applicable Settlement Class in the manner described in paragraphs 75 to 77 or serve written objections to the Agreement; d. Schedule a Final Fairness Hearing to: (i) consider the fairness, reasonableness, and adequacy to the Settlement Class Members of the proposed settlement provided for in this Agreement; (ii) consider the granting of final approval of the proposed settlement provided for in this Agreement and the dismissal as to the Settling Defendants on the merits and with prejudice of the Minnesota Nationwide Class Action, all Complaints as well as all lawsuits consolidated or coordinated therewith, including all of the matters listed on Exhibit A ; (iii) provide Settlement Class Members with the opportunity to object to the proposed Settlement; (iv) consider Class Counsel's application for an award of attorneys' fees and reimbursement of costs and expenses; (v) consider the payment of an enhanced compensation award for service as class representatives of $5, USD per home/abode or homeowners association to the Class Representatives; and (vi) consider such other matters as the Court may deem to be necessary or proper under the circumstances in accordance with Rule 23 of the Federal Rules of Civil Procedure; e. Appoint the Claims Administrator; f. Provide that the conditional class certification for settlement purposes shall expire in the event the Effective Date does not take place; g. Provide for a stay of any actions or proceedings pending in any court in the United States regarding the Legal Claims, except the Las Vegas Class Action and any other matters necessary to implement, advance, or further this Agreement or settlement process, and a bar that enjoins all Settlement Class Members from commencing or prosecuting any action asserting any Legal Claims that are the subject of the Releases provided for in this 11

12 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 12 of 102 Agreement until the entry of the Final Order and Judgment and then only if they have validly opted out of this settlement; and h. Class Counsel shall file, and Uponor shall join in, a motion to amend the pending complaint in the Minnesota Nationwide Class Action to revise the class definition to include Non-Residential Units as well as adding as Defendants, for purposes of the Class Settlement, each of the entities identified on Exhibit B as a Materially Contributing Entity, which does business outside of Las Vegas, Nevada. The motion referenced herein for conditional amendment of the complaint will expressly request that the Court rule on the motion seeking amendment prior to issuing the Preliminary Approval Order. 62. In the event the Final Order and Judgment is not entered or is reversed for any reason, or this Agreement is voided or terminated for any other reason, or as to a withdrawing Materially Contributing Entity, any stay imposed under the Preliminary Approval Order shall be automatically lifted and the Settling Parties shall not be deemed to have waived any rights with respect to proceedings in the litigation of such actions that arise during the period of the stay and shall have a full and fair opportunity to present any position in any such proceedings. In addition, any Materially Contributing Entities added as Defendants to the Minnesota Nationwide Class Action by the Court under the terms of the settlement will immediately be dismissed from the Minnesota Nationwide Class Action and revert back to the status those Materially Contributing Entities had prior to their addition to the Minnesota Nationwide Class Action. Notice Plan 63. The Settlement Notice to be provided to Settlement Class Members in the Minnesota Nationwide Class Action shall be pursuant to a Notice Plan approved by the Court and effectuated by a Court-approved notice provider. The cost of such notice shall be the obligation of Uponor, Inc., and payment will be made out of the Yellow Brass Qualified Settlement Fund Depository/Disbursement Account. Further, the Settling Parties and their counsel agree that reasonable notice of this Agreement consistent with the due process requirements of the United States Constitution and applicable case law shall be given Settlement Class Members pursuant to the Preliminary Approval Order of the Court. 64. Prior to seeking the approval of the Court to the Notice Plan and notices contemplated by paragraphs 65 to 68, Lead Class Counsel will confer with Counsel for the Settling Defendants as to the form and content of the Notice Plan and such notices. 65. The Short Form notice contemplated as part of the Notice Plan shall be disseminated in accordance with the directions of the Preliminary Approval Order. 66. A long-form notice, as approved by the Court, shall be mailed, first class postage prepaid, to each Settlement Class Member identified by the Settling Parties through reasonable efforts, 12

13 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 13 of 102 including each Settlement Class Member whose identity becomes known as a result of the notice published pursuant to paragraphs 65 to 68. While the Uponor Defendants have informed Class Counsel that they do not maintain complete data specifying Settlement Class Members' names and addresses, the Uponor Defendants shall make reasonable efforts to provide the Notice provider with all reasonably available data, including but not limited to product rebate lists and warranty claims information, specifying Settlement Class Members' names, addresses, and any other contact information. The Court-approved notice provider shall also design and implement a plan for notification of this settlement through publication, which shall satisfy the due process rights of Settlement Class Members. 67. Pursuant to 28 U.S.C. Section 1715, the Uponor Defendants, through the notice provider, shall serve and publish all required notices in accordance with the Notice Schedule attached to the Affidavit of Shannon Wheatman dated May, Press releases prepared by Lead Class Counsel and approved by Counsel for the Uponor Defendants and the Materially Contributing Entities shall be disseminated pursuant to the Courtapproved Notice Plan after entry of the Preliminary Approval Order and in accordance with the Notice Schedule. 69. On or before the date of the Final Fairness Hearing, the notice provider shall file proof, by affidavit, of the aforesaid publications and mailings to demonstrate compliance with the Notice Plan required by the Preliminary Approval Order. 70. No later than the dissemination of the first Settlement Notice to be issued pursuant to paragraphs 65 to 68, the Claims Administrator shall establish a toll-free telephone facility. The toll-free telephone number(s) of such facility shall be included in the published notice. The telephone facility shall be capable of (1) receiving requests for Claims Forms, the long-form notice of this Agreement described in paragraph 66, or any other materials described in this section, and (2) providing general information concerning deadlines for opting out of the Agreement or filing a Claims Form, and the dates and locations of relevant Court proceedings, including the Final Fairness Hearing. 71. The Claims Administrator shall mail long-form notices or any other required materials to anyone requesting them. 72. The Claims Administrator shall maintain records of its activities, including logs of all telephone calls and mailings, and shall keep a computerized database containing running tally of the number of and types of materials mailed by it. 73. No later than the dissemination of the first Settlement Notice to be issued pursuant to the Notice Plan, the Claims Administrator shall establish an internet website concerning the settlement. The website shall be maintained by the Claims Administrator during the first 5 years of the Claims Administration Period. The internet address of the website shall be included in the Settlement Notice. The website shall provide: (i) generalized information concerning deadlines for opting out of or opting back in to the Settlement or filing a Claim Form, and the dates and locations of relevant Court proceedings, including the Final Fairness Hearing, (ii) a listing of the 13

14 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 14 of 102 toll-free phone number to be established pursuant to paragraph 70; (iii) copies of this Agreement, the long form notice, the Claims Form, and information concerning the submission of Claims Forms, and iv) the opt out forms. 74. (This paragraph intentionally left blank.) Responses to the Notice regarding Pendency of Class Action; Motion for Final Approval 75. Subject to the requirements set forth within this Agreement and the anticipated Court Order, a Settlement Class Member may opt out of the Settlement Class. To exercise this opt-out right, the Settlement Class Member must send written notification of the decision to request exclusion by completing, in its entirety the form, included with the Notice and available online. The opt-out form shall be sent via first class mail to the Claims Administrator. The Claims Administrator must then ensure that copies of all opt out forms are immediately provided to counsel for the Settling Parties. 76. The opt-out form must bear the signature of the Settlement Class Member (even if represented by counsel) and must specify: (1) the Settlement Class Member's current address and telephone number, (2) the address of the property(ies) containing the Uponor Yellow Brass Fittings, (3) whether the Uponor Yellow Brass Fittings have already leaked, and (4) the date the system leaked and caused damage to property. 77. If the Settlement Class Member has entered into a written or oral agreement to be represented by counsel, the opt-out form shall also be signed by the attorney who represents the Settlement Class Member. In seeking the Preliminary Approval Order, the Settling Parties will request that the deadline for receipt of requests for exclusion be set on a date 30 days after the initial dissemination of the Court approved Settlement Notice (the "Opt-out Period"). 78. Except for those Settlement Class Members who have properly filed a timely written request for exclusion from the Settlement Class and failed to timely opt back in (and all other Excluded Persons), all Settlement Class Members will be deemed Settlement Class Members for all purposes under this Agreement. 79. Any Settlement Class Member who has not properly filed a timely written request for exclusion from the Settlement Class shall be bound by this Agreement and by all subsequent proceedings, orders, and judgments issued by the Court. Any Settlement Class Member who elects to opt out of the Settlement Class pursuant to this Agreement shall not be entitled to relief under this Agreement unless they have timely opted back in. 80. Settlement Class Members who have elected to opt out of the Settlement Class may withdraw their opt-out requests prior to the Effective Date in accordance with the procedures that will be outlined in the class notice that will be submitted to the Court for approval. By doing so, the Settlement Class Member acknowledges that he/she/it accepts the benefits and terms of this Agreement and dismisses with prejudice (or, in jurisdictions where such a dismissal is not possible, discontinues and agrees not to recommence) any other pending action against any of 14

15 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 15 of 102 the Released Parties arising from damage to their homes or other structures because of any alleged defects in their Uponor Yellow Brass Fittings. 81. Subject to the requirements set forth within this Agreement and the anticipated Court Order, Settlement Class Members may object to this Agreement by filing written objections. The Settlement Notice shall advise Settlement Class Members of their right to object. To exercise this objection right, the Settlement Class Member must provide written notice of the objection via first class mail to Lead Class Counsel, Counsel for the Uponor Defendants and counsel for the Materially Contributing Entities by the Objection Deadline. The objection must bear the signature of the Settlement Class Member (even if represented by counsel) and must specify: (1) the Settlement Class Member's current address and telephone number, (2) the address of the property(ies) that may contain the Uponor Yellow Brass Fittings, (3) the exact nature of the objection, (4) the facts underlying the objection, (5) whether or not the Settlement Class Member intends to appear at the Final Fairness Hearing, and (6) a copy of any documents which the Settlement Class Member intends to use at the Final Fairness Hearing. If the Settlement Class Member is represented by counsel, the objection shall also be signed by the attorney who represents the Settlement Class Member. Any objections must be received by the Claims Administrator no later than the Objection Deadline. In seeking the Preliminary Approval Order, the Settling Parties will request that the deadline for submission of objections be 45 days from the dissemination of Notice. 82. Settlement Class Members who object to the Agreement may appear and be heard orally at the Final Fairness Hearing provided they file a Notice of Appearance with the Court and with the Claims Administrator no later than the Objection Deadline which specifies, in detail, the subjects on which they wish to be heard. Lead Class Counsel, Counsel for the Uponor Defendants, and Counsel for the Materially Contributing Entities must also be served with copies of the Notice of Appearance which must be received by the Claims Administrator no later than the Objection Deadline. Failure to abide by the obligation to file a Notice of Appearance and to detail the subjects on which they wish to be heard shall constitute a waiver of any right to be heard at the Final Fairness Hearing. No person shall be heard at the Final Fairness Hearing who has not also filed a proper Notice of Appearance. Releases 83. Subject to the provisions of paragraph 89 and the obligations provided for in this Agreement, upon the entry of the Final Order and Judgment, all Settlement Class Members, and any Person who participates in, or receives any benefit from this Agreement, including but not limited to, payment under this Agreement, on behalf of themselves and their agents, heirs, spouses, executors, administrators, successors, assigns, insurers, attorneys, representatives, shareholders, owners associations and members, as well as any and all Persons who seek to claim through or in the name or right of any of them (the "Releasing Parties"), do hereby remise, release, acquit and forever discharge (as by an instrument under seal without further act by any person, and upon good and sufficient consideration), each of the Uponor Defendants and each of 15

16 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 16 of 102 their administrators, insurers, reinsurers, agents, firms, parent companies/corporations, sister companies/corporations, subsidiaries, related companies and affiliates, as well as any Uponor Defendants' sales representatives, agents and distributors who purchased, advised, recommended, sold, and/or installed the Uponor Yellow Brass Fittings; as well as each of the Materially Contributing Entities and all of the foregoing persons' or entities' respective predecessors, successors, assigns and present and former officers, directors, shareholders, employees, agents, participating direct insurers, attorneys, and representatives (collectively, the "Released Parties") from any and all Legal Claims, as well as all causes of action and/or claims alleged in the Complaints, including but not limited to each and every claim of liability, whether known or unknown, anticipated or unanticipated, on any legal or equitable ground whatsoever, including relief under federal law or the laws of any state, as well as statutes including, but not limited to, NRS et. seq., California Civil Code section 895 et. seq. or any similar statutory scheme regarding or related to the dezincification of Uponor Yellow Brass Fittings including, without limitation, all claims (including those for arbitration), damages, causes of action, or liability on any legal or equitable ground whatsoever, including selection of the Uponor/Wirsbo PEX System for use in homes and regardless of whether such claims might have been or might be brought directly, or through subrogation or assignment or otherwise, on account of, or related to the dezincification of Uponor Yellow Brass Fittings, which were alleged or could have been alleged in, or as part of, the claims filed in the Minnesota Nationwide Class Action, the lawsuits transferred into and/or coordinated with it, or in any state or Federal court venued in the United States. The releases provided for herein are as a result of the Releasing Parties status as Settlement Class Members to this Agreement, the Court's approval process herein, and the occurrence of the Effective Date, and are not conditional on receipt by or payment of claim to any particular Settlement Class Member. The foregoing Release does not include any claims for bodily injury. 84. If any Settlement Class Member opts out of the Settlement and pursues a claim against a Materially Contributing Entity arising out of or relating to the Uponor Yellow Brass Fittings, the Materially Contributing Entity shall have the right to pursue and seek indemnity, contribution and other relief permissible under applicable law, from the Uponor Defendants or any other party involved in the property or properties to which the opt out claim relates. A Materially Contributing Entity that elects under the terms specified in Paragraph 58 of this Agreement and Paragraph B.1(ii) of the Addendum attached hereto as Exhibit B, to withdraw from participation in the Settlement due to the number of opt-outs received, shall have and retain all rights and remedies available to it under applicable law, as the terms and provisions of this Agreement will not apply to it. With respect to any Settlement Class Member who/which opts out of the Settlement and pursues a claim against a Materially Contributing Entity arising out of or relating to the Uponor Yellow Brass Fittings, this Settlement shall not serve as: a) support for, or b) any defense to, any claim by a Materially Contributing Entity for indemnity, contribution or other similar relief against the Uponor Defendants or any other party. 85. The Release provided by this Agreement shall be, and is, broad and expansive and shall include, with the sole exception of claims for bodily injury, release of all damages, burdens, obligations or liability of any sort, type or kind, including, without limitation, penalties, punitive damages, exemplary damages, statutory damages, interest, damages based upon a multiplication of compensatory damages, court costs, attorneys' fees or litigation expenses (including expert 16

17 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 17 of 102 expenses/fees), which might otherwise have been sought or obtained in connection with any claim regarding the dezincification of the Uponor Yellow Brass Fittings. The Release specifically includes a full release of any and all Legal Claims. As the Release pertains to workmanship, Uponor agrees that if a claim submitted by a Settlement Class Member qualifies as an eligible claim as provided for in this Agreement, then it will not differentiate for purposes of the remedies and benefits provided to Settlement Class Members by this Agreement, between dezincification due to workmanship and dezincification arising from other causes. 86. This Release includes all Legal Claims that the Settlement Class Members have or may hereafter discover regarding dezincification of Uponor Yellow Brass Fittings installed in their Residential Units, Non-Residential Properties, or Common Areas including, without limitation, claims, injuries, damages, or facts in addition to or different from those now known or believed to be true with respect to any matter disposed of by this Agreement, which have been and are now fully, finally, and forever settled and released any and all such claims, injuries, damages, or facts whether known or unknown, suspected or unsuspected, contingent or non-contingent, past or future, whether or not concealed or hidden, which exist, could exist in the future, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Settlement Class Members shall be deemed by operation of the Final Order and Judgment to have acknowledged, that the foregoing release was separately bargained for and a key element of the settlement of which the releases herein are a part. The Settlement Class Members expressly and intentionally release any and all rights and benefits which they now have or in the future may have under the terms of the law (whether statutory, common law, or regulation), regarding dezincification of the Uponor Yellow Brass Fittings installed in their Residential Units, Non-Residential Properties or Common Areas. 87. It is the intent of the Settlement Class Members that no Releasing Party shall recover, directly or indirectly, any sums and/or benefits for Claims released by operation of this Agreement, including, without limitation to the Claims settled and released herein from the Released Parties, other than sums and/or benefits received under this Agreement and that the Released Parties shall have no obligation to make any payments to any non-parties for liability arising out of claims released by operation of this Agreement. 88. If, notwithstanding the intention of the Settling Parties expressed herein, any release given by the Releasing Parties covered under this Agreement is not given its full effect by operation of law, then the Releasing Parties shall be deemed to have, and do hereby, transfer and assign to the Released Parties all Legal Claims that were deemed not released, if any, to the extent necessary to effectuate the intent of the Release. 89. The Releasing Parties agree that in the event of any action brought by them against any Person or Entity not qualifying as a Released Party hereunder arising out of, or related to, the Legal Claims, and should any such non-released Party subsequently file a claim or cause of action against a Released Party for contribution, indemnification, or any other claim, however denominated, the Releasing Parties claims, releases, agreements, and obligations as to the 17

18 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 18 of 102 Released Parties are those set forth in this Agreement including, but not limited to, the limited assignment of rights by certain Releasing Parties as referenced in Paragraph As part of the consideration for the settlement of the claims encompassed within this Settlement Agreement the Settling Parties expressly agree that as to those Releasing Parties whose Residential Units, Non-Residential Properties, or Common Areas are located in Arizona or other jurisdictions which do not recognize and enforce good faith settlements, those Releasing Parties do, as to the Legal Claims covered under this Agreement, hereby transfer and assign, individually and not collectively, to each of the Released Parties all of the Releasing Parties claims, causes of action, and rights of recovery of any type or kind as against each of the respective Settling Defendants relating to the Legal Claims applicable to each of the Settling Parties except for those claims and rights preserved by or created under this Agreement. With respect to any express indemnity claim against the Uponor Defendants, by a Materially Contributing Entity that elects under the terms specified in Paragraph 58 of this Agreement and Paragraph B.1(ii) of the Addendum attached hereto as Exhibit B, to withdraw from participation in the Settlement due to the number of opt-outs received, the viability of such claims will be governed by the law in the jurisdiction where the express indemnity claim is brought. 91. Lead Class Counsel shall cooperate with Released Parties to ensure that the Releases set forth in the Final Order and Judgment are given their full force and effect (by seeking the inclusion of the Releases in the Final Order and Judgment and the Claims Forms). 92. Lead Class Counsel and Plaintiffs agree: a) that the provisions of this Agreement and any claim(s) thereunder constitute a good faith settlement under California Code of Civil Procedure 877 and and comparable laws; b) that this Settlement is contingent upon i) their written and verbal joinder in, and non-opposition to, the filing by the Uponor Defendants of a motion for good faith finding with the Court relating to this settlement and ii) the Court granting the motion for good faith finding; c) they shall cooperate fully in any effort of Released Parties to establish such good faith settlement before any court (including, without limitation, by joining in any motion or other procedure and providing declarations and other evidence to establish such good faith settlement where requested by any Released Party); d) that all payments made, or benefits received under this Agreement relate to the Legal Claims; and e) their written and verbal joinder in, and non-opposition to, the filing by the Settling Defendants of a motion for good faith finding with the Court relating to this settlement. 93. Each of the Releasing Parties hereby does, and shall be deemed to, assume the risk that facts additional, different, or contrary to the facts that each believes or understands to exist, may now exist or may be discovered after this Agreement becomes effective. Each of the Releasing Parties agrees that any such additional, different, or contrary facts shall in no way limit, waive, or reduce the foregoing release, which shall remain in full force and effect. 94. In the event that any Releasing Party seeks to invoke California Civil Code 1542, which provides that: 18

19 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 19 of 102 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR". (or any other like provision or principle of law of any jurisdiction) in connection with the Uponor Yellow Brass Fittings, the Releasing Parties and each of them now expressly waive the provision of California Civil Code 1542 (or any other like provision or principle of law of any jurisdiction) to the full extent that these provisions may be applicable to this Release. Each of the Releasing Parties hereby does, and shall be deemed to, assume the risk that facts additional, different, or contrary to the facts that each believes or understands to exist, may now exist or may be discovered after this Agreement becomes effective. Each of the Releasing Parties agrees that any such additional, different, or contrary facts shall in no way limit, waive, or reduce the foregoing release, which shall remain in full force and effect. Payment of Costs and Attorneys Fees to the Class Counsel and Representatives 95. Within the time period established by the Court, Lead Class Counsel may apply to the Court for entry of an award of attorneys fees and costs in an amount that shall not exceed in the aggregate $7,500, USD. The Settling Defendants and all other Released Parties agree not to object to or comment on Lead Class Counsel s request for an award of fees and costs up to $7,500, USD. Payment of the attorneys fees and costs award shall constitute full satisfaction of any claim for fees and/or costs between Class Counsel, the Class Representatives, and the Settlement Class Members, on the one hand, and the Settling Defendants and the Released Parties, on the other hand. Class Representatives and Class Counsel, on behalf of themselves and all Settlement Class Members, agree that they shall not seek any additional attorneys fees or costs under any theory as against the Settling Defendants and the Released Parties. In the event that an award of attorneys fees and costs in an amount less than $7,500,000 occurs, the difference between the amount of the sum awarded and the $7,500,000 aggregate amount referenced in this paragraph 95 will be deposited into the Minnesota Nationwide Settlement Claim Fund as defined in paragraph 168 below and in Exhibit B. 96. Uponor, Inc. shall pay the attorneys fees and costs awarded to Class Counsel by the Court within 10 days after the Effective Date as defined in Paragraph 136 below. 97. Subject to the approval of the Court, an award will be made to the Class Representatives in an amount not to exceed $5, USD per home/abode or Association to compensate them for their effort, service, time, and expenses in connection with this litigation. In the event that this provision would otherwise lead to the failure of this Agreement to obtain approval by any Court, the Class Representatives agree to waive this provision. Uponor, Inc. shall pay the Class Representative award within ten (10) days after the Effective Date as defined in Paragraph 136 below. 19

20 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 20 of The Settling Parties are settling in part to achieve finality. Therefore, except as provided herein for the award of attorneys fees, costs and awards to the Class Representatives as contemplated under this Agreement, the Settlement Class Members and the Settling Defendants, shall bear all their own attorneys fees and costs related to the Minnesota Nationwide Class Action and all claims, suits and actions encompassed within the scope of the Minnesota Nationwide Action Settlement. Uponor, Inc. shall be solely responsible for any administrative costs associated with the Claims Process and Notice Plan provided for in this Agreement. Claims Process and Eligibility of Settlement Class Members 99. Lead Class Counsel and Counsel for the Uponor Defendants shall prepare a claims procedure that sets forth with specificity the process for assessing and determining the validity and value of claims and a payment methodology to qualifying Settlement Class Members. With respect to payments made during the Claims Period, Class Counsel will prepare a distribution plan, which will be approved by Uponor and filed with the Court, which provides a procedure for the making and distribution of warranty payments contemplated by this Agreement. For purposes of approvals of this Agreement, the notices contemplated by this Agreement shall provide sufficient details on the Claims Process to enable the Settlement Class Members to have fair notice of the anticipated claims procedures. The Settling Parties shall work together to obtain the necessary Court approval for all claims procedures under this Agreement For purposes of the Claims Process, Class Counsel and Counsel for the Uponor Defendants will retain the services of a Claims Administrator, Remediation Contractors, and a Special Master. The Claims Administrator shall be responsible for effectuating the Claims Process during the Claims Administration Period, and then it shall transition directly to Uponor, Inc. to effectuate the Claims Process for the remainder of the Claims Period. The Special Master shall be responsible for resolving all disputes arising as a result of the Claims Process, if any. Uponor, Inc. shall pay all reasonable fees and expenses of the Claims Administrator, Remediation Contractors, and Special Master In no event shall any of the Settling Parties or their respective attorneys have any liability for claims of wrongful or negligent conduct on the part of the Claims Administrator, the Remediation Contractors, the Special Master, or their agents The Claims Administrator shall: a. use personal information acquired as the result of this Agreement solely for purposes of evaluating and paying claims under this Agreement; and b. assign a manager to oversee the protection and appropriate management of personal information and review its internal system to manage the protection of personal information to ensure consistent performance and constant improvement; and 20

21 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 21 of 102 c. take security countermeasures to prevent unauthorized access to personal information, and loss, destruction, falsification and leakage of personal information; and d. if outsourcing the handling of personal information, determine that outsourced companies take steps to ensure appropriate management of the information to prevent leaks of personal or confidential information, and prohibit re-use of information for other purposes; and e. respond immediately with appropriate measures when necessary to disclose, correct, stop using, or eliminate contents of information; f. following the completion of the Claims Period provided for under this Agreement and in compliance with applicable retention law, destroy all personal information obtained in connection with this settlement in a manner most likely to guarantee that such information not be obtained by unauthorized persons; and g. in its capacity (pursuant to paragraph 168 below) as administrator of the Qualified Settlement Fund, take steps to ensure compliance with all federal and state tax laws and regulations arising from its work provided for herein as it relates to the Yellow Brass Qualified Settlement Fund Any Settlement Class Member who wishes to make a claim must completely fill out and sign a Claim Form that contains a release and consent to the dismissal of any pre-existing action or proceeding in their name relating to the Uponor Yellow Brass Fittings and must provide the Claims Administrator with all requested information. The release contained in the Claim Form and required by this paragraph shall in no way be construed to limit, amend, or alter the terms of the releases provided by this Agreement. Settlement Class Members may not utilize third-party claims services, or any similar services, to submit claims in the claims process established by this Agreement. Settlement Class Members shall not be permitted to assign claims under the claims programs to persons who have never owned the Residential Unit, Non-Residential Property or Common Area in which the Uponor Yellow Brass Fittings were installed except as may be necessary as part of an insurance subrogation obligation The Settling Parties intend to bind and include in the Settlement Class all Persons, in the United States who own, have owned, or in the future may own, or have a financial interest or stake in, Residential Units, Non-Residential Property or Common Area which contain or have ever contained Uponor Yellow Brass Fittings, to the terms and conditions of this Agreement and to seek claims only through the Claims Process. This intent excludes those who validly opt-out and exclude themselves as Settlement Class Members from this Agreement and any other Excluded Persons To qualify as a claim in the Claims Process, as more specifically set forth below in paragraphs , a Settlement Class Member must own or have owned a Residential Unit or Non-Residential Property, or Common Area containing an Uponor Yellow Brass Fitting(s) 21

22 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 22 of 102 installed on or after January 1, 2002: (1) that has experienced at least one event qualifying as a Property Damage Claim as defined herein, or (2) be able to demonstrate by way of a flow test that a differential in water flow, through an Uponor Yellow Brass Fitting, of more than 50% between the hot and cold lines of one or more system fixtures, both as more fully described in paragraph 115 below, and (3) reasonably prove that the Property Damage or Low Flow Claim occurred during the applicable warranty period unless those systems were not used in compliance with applicable installation and use guidelines and the loss is a result of such noncompliance. Persons that have previously paid for the cost of damage or repairs as a result of a qualifying Property Damage Claim are also eligible to submit a claim in the Claims Process The Settling Parties and their attorneys will work with the Claims Administrator to establish standards for reporting and approving claims submitted by Settlement Class Members. The Uponor Defendants will participate in the failure analysis evaluation process by initially reviewing the Claims Form, supporting documents, and evidence of or artifacts from the Uponor Yellow Brass Fittings. The Uponor Defendants will review the claims submitted by Claimants to confirm that the product involved is part of an Uponor Yellow Brass Fittings, that the claimed leak or restricted water flow meet the eligibility criteria and will make the initial determination of the reasonable proven cost to be reimbursed. The Uponor Defendants shall exercise good faith and fair dealing in carrying out this initial review Claims that the Uponor Defendants decline to accept as not meeting the criteria for eligible claims shall be reviewed, at Uponor, Inc. s expense, by an Independent Engineering Consultant if requested by Class Counsel or the Claimant. The Settling Parties will have the opportunity to present one-page statements to the Independent Engineering Consultant setting forth their position about whether the claim should be deemed eligible or ineligible for inclusion in the Claims Process To the extent that disputes arise regarding payment or acceptance of a claim presented in the Claims Process, a Special Master shall adjudicate appeals and disputes on a binding basis. Uponor, Inc. shall pay the reasonable fees and expenses of the Special Master. The Settling Parties will agree upon a process for submitting disputed claims to the Special Master. The decisions of the Special Master shall be final and binding on all Settling Parties. Property Damage Settlement Class and Claims 109. For eligible Past Property Damage Claims (those occurring during the Class Period but prior to the date of entry of the Effective Date) submitted by Settlement Class Members in the Claims Process for Uponor Yellow Brass Fittings installed in structures located in the United States, which have experienced at least one physical escape of water due to dezincification/corrosion, which has resulted in damage to property other than the Uponor Yellow Brass Fittings themselves, such claims must be reported to the Claims Administrator within 6 months of the entry of the Final Order and Judgment. For such Past Property Damage Claims Uponor, Inc. will pay the Claimant 60% of the reasonably proven property damage up to a maximum recovery for Residential Units of $60, USD per Past Property Damage Claim and for Non-Residential Properties or Common Areas $100, USD per Past Property Damage Claim, including: (a) the reasonably proven costs associated with the repair or 22

23 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 23 of 102 replacement of the failed Uponor Yellow Brass Fitting(s), (b) the reasonably proven material and labor costs of repairing or replacing damage to real property in which the Uponor Yellow Brass Fitting(s) was installed, and (c) the reasonably proven cost of repairing or replacing other property damaged by the physical escape of water. The foregoing damage payments expressly exclude any claimed economic losses such as loss of use and/or loss of value of the property. The claimed damage must be the direct result of a physical escape of water caused by dezincification, and the Claimant must have taken reasonable steps to mitigate (i.e. limit or stop) the effects of the escape of water. Reasonable material and labor costs shall include those costs necessary to bring the Residential Unit, Non-Residential Property or Common Area and its contents back to the same finish and quality as existed before the leak which shall be established through invoices, expense records or other verifiable indicia of such cost Any Claimant making a Past Property Damage Claim based on a previous leak, repair, or replacement of an Uponor Yellow Brass Fitting shall provide reasonable proof of the presence of the Uponor Yellow Brass Fittings in the Residential Unit, Non-Residential Property or Common Area including a sample, if available, of the Uponor Yellow Brass Fitting(s) with their Claim Form or documentation sufficient to support the claim (photographs, invoices, video, or other support) and establish that the root cause of the failure was dezincification of an Uponor Yellow Brass Fitting For eligible Future Property Damage Claims (defined as those meeting all of the following criteria: i) occurring after the Effective Date, ii) occurring within the Extended Warranty Period For Property Damage Claims as defined herein, and iii) reported to the Claims Administrator within 6 months of the date of the occurrence) submitted in the Claims Process for Uponor Yellow Brass Fittings, installed in the United States in the Settlement Class Members Residential Units, Non-Residential Properties, and/or Common Areas on or after January 1, 2002 which have experienced at least one physical escape of water due to dezincification/corrosion, which has resulted in water damage to property other than the fitting(s) themselves, Uponor, Inc. will pay the Claimant 60% of the reasonably proven property damage up to a maximum recovery for Residential Units of $60, USD per Property Damage Claim and $100, USD per Property Damage Claim for Non-Residential Properties and/or Common Areas, including: (a) the reasonably proven costs associated with the repair or replacement of the failed product, (b) the reasonably proven material and labor costs of repairing or replacing damage to real property in which the failed product was installed, and (c) the reasonably proven cost of repairing or replacing other property damaged by the physical escape of water. The foregoing damage payments expressly exclude any claimed economic losses such as loss of use and/or loss of value of the property. The claimed damage must be the direct result of a physical escape of water from the Uponor Yellow Brass Fitting(s)caused by dezincification, and the Class Member must have taken reasonable steps to mitigate (i.e. limit or stop) the effects of the escape of water. Reasonable material and labor costs shall include those costs necessary to bring the Residential Unit, Non-Residential Property or Common Area and its contents back to the same finish and quality as existed before the escape of water which shall be established through invoices, expense records or other verifiable indicia of such cost. The foregoing is the only recourse provided to the Settlement Class Members for the Legal Claims, and the Settlement Class Members affirmatively waive and release any and all rights to seek recourse for any Legal Claims against the Materially Contributing Entities. 23

24 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 24 of Covered Costs associated with Non-Low Flow Fitting Replacement Claims arising under the original or Extended Warranty, will be separated into claims involving one failure in a covered structure and those involving two or more failures in a covered structure. For claims involving one failure in a covered structure occurring during the original or Extended Warranty period the failed Uponor Yellow Brass Fitting shall be replaced with Uponor, Inc. covering 60% of the reasonably proven costs incurred in replacing the failed fitting up to a maximum recovery of $7,000 per Residential Unit and $2,500 per unit in Non-Residential Properties and Common Areas with a maximum recovery of $100, USD per building. For claims involving two or more failures in a Residential Unit, or failures in 30% of the units in a Non-Residential Property or Common Area during the original or Extended Warranty period, a complete re-fit of all Uponor Yellow Brass Fittings, in the Uponor/Wirsbo PEX System in the covered structure will be performed, with Uponor, Inc. covering 60% of the costs incurred in replacing the Uponor Yellow Brass Fittings up to a maximum recovery of $7,000 per Residential Unit and $2,500 per unit for Non-Residential Properties and Common Areas, with a maximum recovery of $100, USD per building. If a re-fit is not a viable option then, at the election of Uponor, either: a) a complete re-plumb will be done with Uponor, Inc. covering 60% of the cost of the replumb up to a maximum recovery of $7,000 per Residential Unit and $2,500 per unit for Non- Residential Properties and Common Areas, with a maximum recovery of $100, USD per building; or b) a cash payment will be made by Uponor, Inc. of $7,000 per Residential Unit, $2,500 per unit in Non-Residential Properties and Common Areas with a maximum recovery of $100, USD per building Class Members who submit a Property Damage claim related to one or more Uponor Yellow Brass Fitting(s) and receive a payment through the Claims Process will provide an additional release of claims related to the damages, repairs and other costs associated with that damage. Such a Class Member may submit additional claims for future leaks or reduction in flow under the terms of this Agreement, if applicable, however the Releases provided for within this Agreement remain intact Subrogated insurance companies and Persons that hold the legal right to pursue claims for damage and repairs caused by a physical escape of water from Uponor Yellow Brass Fittings are members of the Settlement Class for Property Damage Claims only to the extent that: (a) the subject property is identified in the Claim Form, (b) the escape of water falls within the criteria for an eligible property damage claim, and (c) the subrogated insurance company provides proof that it has paid a claim or otherwise holds a presently ripe and enforceable subrogation interest for the leak at issue. As part of the Release to be provided in connection with a qualified subrogation claim, both the subrogated insurer and the entity to whom payment was made by the subrogated insurer, are required to sign the release of claim provided by the Claims Administrator in connection with the resolution of a subrogated claim. Settlement checks disbursed in connection with a qualifying subrogation claim will be made payable to both the subrogated insurer and the entity to whom payment was made by the subrogated insurer. Low Flow Claims 115. In order for Class Members Low Flow Claims to be eligible to participate in the benefits provided under this Agreement such claims must meet all of the criteria in (a)-(c) below to 24

25 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 25 of 102 constitute a Covered Low Flow Claim. Covered Low Flow Claims are defined as follows: a) the benefits applicable to such claims will depend in part upon whether, as of the Effective Date, the structure in which the Uponor Yellow Brass Fittings are installed had previously been sold more than 10 years after the date of installation of the plumbing system. If: i) the structure has been sold more than 10 years after the date of installation of the plumbing system then a modified warranty will be in effect for 5 years from the Effective Date; and ii) the structure has not been sold more than 10 years after the date of installation of the plumbing system, then an extended warranty of 25 years duration, from the date of installation, running concurrently not consecutively with any other warranty that may remain applicable to the Uponor Yellow Brass Fittings, will apply; b) the Low Flow Claim must occur after the Effective Date and before the expiration of the applicable 5 year and 25 year modified concurrent warranty periods referenced in sub-paragraph 115(a) herein for Low Flow Claims; and c) The Low Flow Claim must be reported to the Claims Administrator within 6 months from the date of the Occurrence which, in the case of Low Flow Claims, is defined as the date upon which testing confirms the existence of a Low Flow Failure. The required Low Flow Failure is defined as: a reduction in water flow through fittings due to occlusion that occurs as a direct result of a failure of an Uponor Yellow Brass Fitting due to dezincification, such that the differential in water flow between the hot and cold lines of a fixture is fifty percent (50%) or more In situations in which both the hot and cold lines appear to be impacted by low flow, if available a comparable fixture with normal flow in the same line will be used as the baseline comparison to determine if low flow exists Covered Costs Related to Fitting Replacement Claims Due to Low Flow include the costs of replacing fittings proven to have experienced a Low Flow Failure and shall be limited to 60% of the reasonably proven costs incurred to rectify the Low Flow Failure with a maximum recovery of $7, USD per Residential Unit and $2, USD per unit in Non-Residential Properties and Common Areas with a maximum recovery of $100, USD per building Uponor, Inc. may request, at its expense, an inspection of the Claimant s property that allegedly is experiencing a Low Flow Failure to verify the water flow differential. Such an inspection may be carried out by the Claims Administrator or a Remediation Contractor jointly approved by the Parties For Covered Low Flow Claims, Uponor, Inc. will pay a Remediation Contractor jointly approved by the Parties the reasonable costs associated with performing the repair or replacement of the affected Uponor Yellow Brass Fitting(s) necessary to restore normal water flow to the Uponor/Wirsbo PEX System. Such a qualified repair or replacement process will begin with the replacement of Uponor Yellow Brass Fittings at the hot water heater to determine whether that remedy alleviates the Low Flow issue. If that replacement does not alleviate the Low Flow issue, further reasonable steps will be taken to alleviate the Low Flow issue, which could include ultimately changing out all of the fittings in the Uponor/Wirsbo PEX System Where only a portion of the Uponor Yellow Brass Fittings are replaced to remedy a water flow differential, the Class Member will release only his/her/their/its claims related to the replaced Uponor Yellow Brass Fittings. The Class Member will remain eligible to submit additional claims for property damage or Low Flow claims, as applicable under this Agreement. 25

26 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 26 of If the partial repair or replacement of the affected Uponor Yellow Brass Fittings does not restore normal water flow, the Settlement Class Member shall be eligible to request a complete re-plumb or replacement of the Uponor Yellow Brass Fittings subject to the maximum recovery limits set forth in Paragraph 116 above. Non-Residential Properties 121. A Settlement Class Member who owns a Non-Residential Property or Common Area that has had an occurrence with Uponor Yellow Brass Fittings that qualifies as an eligible Property Damage Claim or Low Flow Claim under this Agreement, may submit such claim(s) under the procedures set forth herein for an owner of a Residential Unit. Uponor, Inc. will have the Property Damage and Low Flow obligations that are expressly set forth in Paragraphs relating to Non-Residential Properties and Common Areas. All such obligations, as is the case with Residential Units, expressly exclude any claimed economic losses such as loss of use and/or loss of value of the property, and the Non-Residential Properties Class Member must have taken reasonable steps to mitigate (i.e. limit or stop) the effects of any escape of water from an Uponor Yellow Brass Fitting(s). Reasonable material and labor costs shall include those costs necessary to bring the Non-Residential Property or Common Area and its contents back to the same finish and quality as existed before the claimed Property Damage which shall be established through invoices, expense records, or other verifiable indicia of such costs A Settlement Class Member who owns a Non-Residential Property or Common Area who submits an eligible Property Damage Claim or Low Flow Claim related to Uponor Yellow Brass Fittings and receives a payment through the Claims Process, will provide a release of claims related to the Property Damage and/or Low Flow Claim, covering the damages, repairs and other costs associated with the escape of water from an Uponor Yellow Brass Fittings. Such a Class Member may submit additional claims for future Property Damage or Low Flow under the terms of this Agreement, if applicable. Replumb and Replacement of Uponor Yellow Brass Fittings 123. A Settlement Class Member who owns a Residential Unit (whether a stand-alone home or unit that is part of a multi-unit building) that experiences two or more eligible Property Damage Claims or Low Flow Claims involving Uponor Yellow Brass Fittings, may request a complete re-fit or replacement of the Uponor Yellow Brass Fittings in their Uponor/Wirsbo PEX System, with Uponor, Inc. covering 60% of the costs incurred in replacing the fittings up to a maximum recovery of $7,000 per Residential Unit. If a re-fit is not a viable option then, at the election of Uponor, either: a) a complete re-plumb will be done with Uponor, Inc. covering 60% of the cost of the re-plumb up to a maximum recovery of $7,000 per Residential Unit; or b) a cash payment will be made by Uponor, Inc. of $7,000 per Residential Unit in lieu of the foregoing repairs A Settlement Class Member who owns a Non-Residential Property or Common Area that experiences covered failures of Uponor Yellow Brass Fittings in 30% of the units during the original or Extended Warranty period, may claim a complete re-fit of all Uponor Yellow Brass Fittings in the Uponor/Wirsbo PEX System in the Non-Residential Property or Common Area, 26

27 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 27 of 102 with Uponor, Inc. covering 60% of the costs incurred in replacing the Uponor Yellow Brass Fittings up to a maximum recovery of $2,500 per unit for Non-Residential Properties and Common Areas, with a maximum recovery of $100,000 per building. If a re-fit is not a viable option then, at the election of Uponor, either: a) a complete re-plumb will be done with Uponor, Inc. covering 60% of the cost of the re-plumb up to a maximum recovery of $2,500 per unit for Non-Residential Properties and Common Areas, with a maximum recovery $100,000 per building; or b) a cash payment will be made by Uponor, Inc. of $7,000 per Residential Unit, $2,500 per unit in Non-Residential Properties and Common Areas with a maximum recovery of $100,000 per building in lieu of the foregoing repairs An approved third-party Remediation Contractor(s) shall be selected by the Settling Parties to perform re-fitting or replacement of the Uponor Yellow Brass Fittings and will perform this work using the Uponor F1960 ProPEX plumbing system. If the Remediation Contractor(s) is unable to perform the re-fit or replacement of the Uponor Yellow Brass Fittings, Uponor, Inc. may make a cash offer in lieu of replacement of the affected Uponor Yellow Brass Fittings. Re-fitting and replacement of Uponor Yellow Brass Fittings shall, to the extent possible, be done with Uponor s F1960 engineered plastic ( EP ) and Sioux Chief or similar copper transition fittings whenever and wherever possible. Uponor will provide Class Counsel with an addendum to Uponor s Limited Warranty For Plumbing Products that addresses the applicability of the Uponor Limited Warranty to such copper transition fittings. Claims Administration Period 126. The Claims Administration Period will last 5 years, running from the Effective Date, during which time the claims process shall be managed by the Claims Administrator. Thereafter, claims will be administered by Uponor, Inc. during the remainder of the Claims Process period provided for pursuant to this Agreement. For the duration of the Claims Administration Period, claims must be submitted to the Claims Administrator. Eligible claims shall be submitted to the Claims Administrator within 6 months after the end of the Claims Administration Period. Thereafter Eligible Claims shall be submitted to Uponor, Inc. for the duration of the Extended Warranty as provided for pursuant to this Agreement. Existing and Extended Warranties 127. The Settling Parties agree that to the extent not expired, any applicable express warranties made by the Settling Parties covering a Settlement Class Member s Uponor/Wirsbo PEX System shall remain in effect except for Legal Claims resolved and/or covered by this Agreement Pursuant to this Agreement an Extended Warranty as set forth below will be provided by the Uponor Defendants (only) to Settlement Class Members solely related to eligible Property Damage Claims and Low Flow Claims arising out of, or related to, dezincification of Uponor Yellow Brass Fittings The Extended Warranty will apply to: a) eligible Property Damage Claims and b) eligible Low Flow and Fitting Replacement Failure Claims. 27

28 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 28 of 102 a. Warranties Regarding Property Damage: i) All Settlement Class Members will receive two (2) additional years of warranty coverage for eligible Property Damage Claims relating to Uponor Yellow Brass Fittings. In the case of Residential Units and Non-Residential Properties which, as of the Effective Date, had previously been sold more than 10 years after the date of installation of the Uponor/Wirsbo PEX System, the two (2) year period will run from the Effective Date, otherwise the two (2) year period will run from the expiration date of the applicable existing warranty for the potable water plumbing system installed in the Residential Unit or Non-Residential Property; and ii) for Class members with expired warranties, the minimum warranty period for eligible Property Damage Claims will be two (2) years from the Effective Date. b. Warranties Regarding Low Flow and Fitting Replacement Failure Claims: Except as provided in Paragraph 130, all Class Members shall have a 25 year warranty, running from the date of installation of their Uponor/Wirsbo PEX System, running concurrently not consecutively with any other warranty that may remain applicable to the Uponor Yellow Brass Fittings, for eligible Low Flow and eligible Fitting Failure Replacement Claims The Warranties set forth in Paragraph 129(b) related to eligible Low Flow and Fitting Replacement Claims, will be limited as follows: in the case of structures which, as of the Effective Date, had previously been sold more than 10 years after the date of installation of the potable water plumbing system, the Extended Warranty will be five (5) years for eligible Low Flow and eligible Fitting Failure Replacement Claims running from the Effective Date concurrently not consecutively with any other warranty that may remain applicable to the Uponor Yellow Brass Fittings. Final Orders And Judgments Of Approval And Dismissal 131. At least 14 days before the Final Fairness Hearing the Settling Parties shall file a joint motion requesting that the Court grant final approval of the settlement embodied in this Agreement and that the Court enter a Final Order and Judgment as required by and conforming to the terms and conditions of this Agreement. The Settling Parties shall make all reasonable efforts to secure the entry of the Final Order and Judgment The Final Order and Judgment shall inter alia: a. Determine that the Court has and shall retain exclusive jurisdiction over: (i) the Agreement, including its administration, consummation, claim procedures, enforcement, and any other issues or questions that may arise; (ii) the Settling Parties and disputes for purposes of the Agreement; (iii) any applications for attorneys fees, expenses and costs related to the Agreement; and (iv) all proceedings related to this Agreement both before and after the Final Order and Judgment is entered and is no longer subject to appeal, and over enforcement of the Final Order and Judgment; 28

29 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 29 of 102 b. Approve finally this Agreement and its terms as being a fair, reasonable and adequate settlement as to the Settlement Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure, the Class Action Fairness Act, and other applicable law, and direct that the Agreement be implemented in accordance with its terms; c. Determine that the Settlement Notice, as approved by the Preliminary Approval Order, constitutes reasonable and the best practicable notice reasonably calculated under the circumstances to apprise the Settlement Class Members of the pendency of the Minnesota Nationwide Class Action, the terms of the Agreement, the right to object or opt-out, the right to appear at the Final Fairness Hearing, the Claims Process, that the Settlement Notice is adequate and sufficient to all persons entitled to receive such notices, and meets the requirements of due process and other applicable rules or laws; d. Determine that there is no just reason for delay and that the Final Order and Judgment shall be final and entered; e. Dismiss the Minnesota Nationwide Class Action, and all Legal Claims asserted therein as well as any cases and Complaints as referenced in Paragraphs 10 & 61 with prejudice, as to the Settling Defendants and enter the Release and Injunction described in paragraphs 83 and 160; f. Confirm and Order that the Releases afforded within this Agreement relate to both current owners and all subsequent purchases of the Settlement Class Members' Residential Units, Non-Residential Properties and Common Areas; g. Specify that all claims covered by this Agreement and which could be brought against the Settling Defendants shall be barred after the Claims Period has expired; and h. Enter a separate order pursuant to Fed. R. Civ. P. 54(b) approving the settlement, without regard to whatever order may subsequently be entered concerning allocation of the settlement The Settling Defendants willingness to settle on a class-action basis and not to contest the accompanying conditional certification of the Settlement Class is dependent upon achieving finality and the desire to avoid the expense of this and other related litigation. Consequently, the Uponor Defendants have the unilateral right to terminate this entire Agreement such that none of the Settling Defendants are obligated to perform under this Agreement, by delivering a written notice of termination to all other Settling Parties if any of the following conditions subsequently occurs: a. The Settling Parties fail to obtain and maintain the Preliminary Approval Order sought in respect of the proposed settlement; or 29

30 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 30 of 102 b. The Court fails to enter a Final Order and Judgment consistent with the provisions in paragraph 132; or c. The Final Order or Judgment is not upheld on appeal, including review by any appellate court in the United States; or d. If in excess of seventy-five hundred (7,500) Residential Units, Non- Residential Properties, and Common Areas that are within the Settlement Class elect to be excluded from the Settlement Class and submit a valid opt-out request; or e. If 15% or more of monetary contributions from the Materially Contributing Entities is not funded for any reason whatsoever, then the Uponor Defendants will have the absolute right to withdraw from this Settlement The failure of the Court or any appellate court to approve in full the request by Class Counsel for attorneys fees, costs, and other expenses or the incentive payment to any of the Class Representatives shall not be grounds to cancel or terminate this Agreement If the Final Order and Judgment is not granted by the Court, or it is not upheld on appeal, or this Agreement is otherwise terminated before the Effective Date, the conditional certification of the Settlement Class shall cease; the Agreement and all negotiations, proceedings, and documents prepared, and statements made in connection therewith, shall be without prejudice to any Settling Party and shall not be deemed or construed to be an admission or confession by any Settling Party of any fact, matter, or proposition of law; and all Settling Parties shall stand in the same procedural position as if the Agreement had not been negotiated, made, or filed with the Courts. In addition, any party added as a Defendant to the Minnesota Nationwide Class Action by the Court under the terms of the settlement will immediately revert back to the status such party had prior to their addition as a Defendant in the Minnesota Nationwide Class Action. Effective Date 136. The Effective Date shall occur when all of the following conditions have been satisfied: a. The Court has entered a Final Order and Judgment that conforms to the terms and conditions required by this Agreement; and b. The Final Order and Judgment has become final. The Final Order and Judgment shall become final upon the later of: (i) all periods within which to file an appeal from the Final Order and Judgment have expired without the filing of any appeal, or (ii) in the event that an appeal from the Final Order and Judgment is filed, a final order has been entered denying the appeal and affirming the Final Order and Judgment, and any time for seeking leave to appeal or time for further appeal has expired. 30

31 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 31 of After the Effective Date occurs, the Settling Defendants shall seek dismissals with prejudice of any lawsuits filed by Settlement Class Members; which Class Counsel will affirmatively support (i.e., cooperate with the Settling Defendants to ensure the immediate filing of the dismissals). Exclusive Remedy; Dismissal Of Action; Jurisdiction Of Court 138. Each and every Settlement Class Member who has not properly filed a timely written request for exclusion from, or who opts back in, to the Settlement Class submits to the jurisdiction of the Court and will be bound by the terms of this Agreement (including, without limitation, any and all releases) This Agreement shall be the sole and exclusive remedy for any and all pending or future claims of Settlement Class Members against the Settling Defendants and Released Parties relating to the Legal Claims and upon entry of the Final Order and Judgment against the Settling Defendants and Released Parties, each Settlement Class Member who has not validly and timely opted out of the Settlement Class shall be barred from initiating, asserting, or prosecuting any such Legal Claims against the Settling Defendants and the Released Parties Upon the Effective Date, the Minnesota Nationwide Class Action, the Complaints and each of the actions consolidated in, or coordinated with, it and all claims and allegations concerning the Legal Claims and Complaints asserted by the Settlement Class Members (other than those who opt out) will be dismissed as to the Settling Defendants on their merits and with prejudice The Court shall retain exclusive and continuing jurisdiction to interpret and enforce the terms, conditions, and obligations of this Agreement and its own orders and judgments. In the event of a breach by the Settling Parties under this Agreement, the Court may exercise all equitable powers over any such Settling Party to enforce this Agreement and the Final Order and Judgment irrespective of the availability or adequacy of any remedy at law. Such powers include, among others, the power of specific performance, and injunctive relief It is understood and agreed by the Settling Parties that with respect to all statutes of limitation and repose, including the 5 year rule in California and other jurisdictions, that said statutes are tolled during the pendency of any stay upon the Legal Claims. The foregoing does not serve to reinstate or resurrect any Legal Claims that would have been untimely at the time of the entry of the stay. Other Terms and Conditions 143. This Agreement is made for the sole purpose of attempting to consummate a settlement of the Minnesota Nationwide Class Action on a class-wide, nation-wide basis. This Agreement is made in compromise of disputed claims and shall not be construed as an admission of liability by the Settling Defendants or any of the Released Parties. The Settling Defendants and the Released Parties are agreeing to a settlement solely to avoid further litigation. Because these actions were pleaded as a class action, this agreement must receive preliminary and final approvals by the Court. It is an express condition of this Agreement that the Court shall make and enter a Final 31

32 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 32 of 102 Order and Judgment in writing and fully in conformance with the terms and conditions of this Agreement. In the event that the Effective Date does not occur, this Agreement shall be terminated and only those provisions necessary to effectuate such termination and to restore fully the Settling Parties to their respective positions before entry of this Agreement shall be given effect and enforced. In such event, the Settling Parties shall bear their own costs (except the actual notice and administrative costs, which shall be borne by Uponor, Inc.) and attorneys fees in all respects including, without limitation, with regard to the efforts to obtain any Court approval under this Agreement The Settling Parties and signatories to this Agreement warrant and represent that in executing this Agreement they have each had the opportunity to seek legal advice from the attorney and/or attorneys of his/her/its/their choice, and that the terms of this Agreement and its consequences have been completely read and explained to any such party by such attorney. Irrespective of whether the Settling Parties and signatories have availed themselves of the opportunity to have an attorney review this Agreement, however, each Settling Party represents and expressly warrants that he/she/it/they fully understand both the terms and consequences of executing this Agreement, and executes it and agrees to be bound by the terms set forth herein knowingly, intelligently, and voluntarily Each Settling Party and signatory further acknowledges and represents that he/she/it/they has/have been apprised of all relevant information and data furnished by his/her/its/their attorneys of record and all other information relevant to this Agreement, including, but not limited to, future risks, complications, and costs. Each Settling Party and signatory further acknowledges and represents that, in executing this Agreement, he/she/it/they has/have not relied upon any inducements, promises, or representations, other than those specifically provided and set forth within this Agreement Each Settling Party and signatory agrees to execute and deliver to any other party any and all such additional documents and to perform any and all acts necessary, convenient or desirable, as may be reasonably required to fully carry out and effectuate the intent of this Agreement The Settling Parties acknowledge that it is their intent to consummate this Agreement and agree to make best efforts to cooperate to the extent necessary to effectuate and implement all terms and conditions of the Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of the Agreement. As part of the cooperation referenced herein, any Materially Contributing Entity that is the subject of a case under the United States Bankruptcy Code (11 U.S.C. Sections ) shall cooperate and assist in obtaining any orders from the presiding United States Bankruptcy Court needed to complete and effectuate the agreements, settlements, and releases contained in this Settlement Agreement The Agreement compromises claims that are contested in good faith, and it shall not be deemed an admission by any of the Settling Parties as to the merits of any claim or defense. The Settling Parties agree that the amounts paid in settlement and the other terms of this Agreement were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel and through involvement of the Court. 32

33 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 33 of All of the notices, orders, judgments, and other documents contemplated by this Agreement (whether in original form or as modified in writing with consent of all Settling Parties) are material and integral parts of this Agreement and are fully incorporated herein by this reference Lead Class Counsel, on behalf of the Settlement Class Members, expressly warrant that they are authorized by the Class Representatives to take all appropriate action required or permitted to be taken by the Settlement Class Members pursuant to the Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Agreement on behalf of the Settlement Class Members which they deem appropriate Each counsel or other person executing the Agreement on behalf of any party hereto hereby warrants that such person has the full authority to do so. Lead Class Counsel and Counsel for the Settling Defendants believe the Agreement represents a fair, just, reasonable, and good faith settlement of the claims brought by the Settlement Class Members. The Agreement is binding on the Settling Parties, the Class Representatives, the Settlement Class Members, and as applicable herein, on Lead Class Counsel in their own right The Agreement shall be binding upon, and inure to the benefit of, the Settling Parties and upon their respective members, agents, heirs, executors, administrators, successors, and assigns. The Settling Parties agree and acknowledge that as a material condition of this Agreement, the Agreement and Releases afforded within the Agreement shall be binding upon subsequent owners of Residential Units, Non-Residential Properties and Common Areas without the need of any formal assignment by contract or court order. As such, this written disclosure will be made through the Notice Plan provided for in this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party. No party shall be deemed the drafter of this Agreement. The Settling Parties acknowledge that the terms of the Agreement are contractual and are the product of negotiations between the Settling Parties and their counsel. Each Settling Party and its counsel cooperated in the drafting and preparation of the Agreement. In any construction to be made of the Agreement, the Agreement shall not be construed against any party. Any canon of contract interpretation to the contrary, under the law of any state, shall not be applied This Agreement and all of the notices, orders, and judgments required by this Agreement constitute the entire agreement of the parties with respect to the subject matter thereof. The Settlement contemplated by this Agreement is not subject to any condition not expressly provided for herein, and there exist no collateral or oral agreements relating to the subject matter of the Agreement. In entering this Agreement, no party is relying on any promise, inducement, or representation other than those set forth herein. Any agreement purporting to change or modify the terms of this Agreement or all of the notices, orders, and judgments required by this Agreement must be in writing, signed by counsel for each of the parties to this Agreement. 33

34 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 34 of The waiver, by any party to this Agreement, of any breach of its terms shall not be deemed or construed to be a waiver of any other breach of this Agreement, whether prior, subsequent, or contemporaneous This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. All counterparts shall constitute one Agreement, binding on all parties hereto, regardless of whether all parties are signatories to the same counterpart, but the Agreement will be without effect until and unless all parties to this Agreement have executed a counterpart Uponor, Inc. shall provide a guaranty of the performance of all financial terms and conditions of the Settlement Agreement as more particularly set forth in Paragraph 165 below Uponor, Inc. shall pay all expenses related to the Notice Plan of the Class Action Settlement (as set forth in Paragraph 63), an independent consultant and all expenses of the claims administration through the term of the Settlement. The Parties shall jointly cooperate in designing a cost effective Notice Plan. A Notice Plan will be designed and implemented to achieve sufficient notice to satisfy the requirements of FRCP 23, including all notices to the State Attorneys General as required by the Class Action Fairness Act The Claims Administration process will provide for the involvement and participation of Uponor in the Claims review Process The proposed Preliminary Approval Order to be submitted by the Parties to the Court in the Minnesota Nationwide Class Action shall contain an All Writs Act Injunction as described in paragraph 61(g), to be effective during the pendency of the court-approval process and prevent claims or actions by the Settlement Class Members or other Persons related to the Legal Claims as against any of the Released Parties. Such injunctive relief shall expressly exclude actions against parties other than the Released Parties Notwithstanding the provisions in this Agreement related to the filing of a motion seeking a good faith finding, the settlement memorialized by this Agreement will be deemed to be a Good Faith Settlement without the necessity of a separate motion to establish that good faith Any Settlement Class Member electing to timely opt-out of this Settlement shall: a) relinquish any and all rights to any of the benefits provided by the Class Settlement including, but not limited to, the new length of warranty and the covered costs definitions to the warranty; and b) waives its/his/hers/their right to object to the settlement described in this Agreement No elections to opt out may be made by representation, other than by an attorney duly retained by each person or entity. A condominium association may opt itself out, but not its individual members except where authorized by law in effect as of August 6, All counsel of record agree to not recommend or solicit Settlement Class Members to opt out from any class to be certified in the Minnesota Nationwide Class Action or any case consolidated or coordinated with it, or the settlement of those matters. 34

35 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 35 of Class Counsel and the Uponor Defendants agree that the maximum payment obligation of the Uponor Funding Entity for the payment of Eligible Claims will be as follows: a. The Uponor Funding Entity s maximum payment to Settlement Class Members in total, for all eligible claims and future warranty obligations under the Extended Warranty provided under this Agreement shall not exceed $21,000, USD; b. For a period of 5 years following the Effective Date Uponor, Inc. will maintain the financial ability to pay $15,000, USD of the $21,000, USD referenced in Paragraph 165(a); c. In accordance with its agreement to provide financial assurances to substantiate its ability to meet its obligations under the Settlement Agreement: (1) a Deloitte certification will be provided on an annual basis within ninety days following the end of Uponor s fiscal year end reflecting that Uponor, Inc. s net worth is at least a 3X multiple of the remainder of the initial $12,000,000 claims obligation, and (2) in the event Deloitte fails to make such a certification in any year, Uponor, Inc. must provide a letter of credit within 30 days of the failed certification in the amount of the remainder of the initial $12,000,000 claims obligation. If a letter of credit is issued, it will remain in place until the earlier of either: a) the end of the five-year period specified in Paragraph 165(b) above, or b) the issuance of a subsequent certification by Deloitte reflecting that Uponor, Inc. s net worth has met the 3X multiple of the remainder of the initial $12,000,000 claims obligation. This Deloitte certification requirement will remain effective for the five-year period provided for in Paragraph 165(b) above. d. Within ten (10) days of the Effective Date, Uponor, Inc. shall: i) commit $3,000, USD toward a settlement claim fund to cover its obligations in the Agreement, and ii) provide the initial Deloitte certification referenced in Paragraph 165(c) above. This initial Deloitte certification will be based on financial data as of the most recent fiscal year end of Uponor prior to the issuance of the initial Deloitte certification. Uponor, Inc. shall replenish the claim fund referenced herein, on a semi-annual basis to maintain a minimum balance of $2,000, USD. Following the close of the 5-year Claims Administration Period, and after all claims made within that Claims Administration Period have been finally determined (including all administrative appeals provided for in this Agreement) and paid, Uponor, Inc. shall have the right to take sole custody and ownership of the unencumbered account following Court approval. In the case of funds allocated to Class Members/Plaintiffs but 35

36 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 36 of 102 not claimed by that individual or entity, such funds will escheat to the applicable state governmental body This Agreement is contingent upon, and will not be finally effective until, the class settlement negotiated in the litigation styled: In re Wirsbo Non-F1807 Yellow Brass Litigation, Case No. 08-cv-01223, pending in the United States District Court for the District of Nevada, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims referenced in the Exhibit 1 to the Tim George Settlement Agreement and Release meet the requirements set forth in Paragraph 136 of this Agreement relating to the Effective Date and, as set forth in Paragraph 133(e). Notwithstanding the foregoing, Uponor reserves the right to waive the funding contingency provision contained in this Paragraph This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict of laws rules, precedent, or case law The Settling Parties in the Minnesota Nationwide Class Action agree that the Minnesota Nationwide Class Action settlement described herein, and the settlement funds referenced in both this Settlement Agreement and the Addendum attached hereto as Exhibit B, are to be treated for federal income tax purposes as a Qualified Settlement Fund within the meaning of U.S. Department of Treasury ( Treas. ) Reg B-1. Uponor, Inc. and the Plaintiffs agree that Claims Administrator shall be appointed administrator (as that term is used in Treas. Reg B-2(k)(3)) (the Tax Administrator ) of the Qualified Settlement Fund which will be known as the Yellow Brass Qualified Settlement Fund and will be instructed to establish separate bank accounts: 1) Depository/Disbursement account to collect all the funding parties committed contributions to the Yellow Brass Qualified Settlement Fund, the amounts, terms and timing of which are provided for in Exhibit B, and from which disbursements will be initiated into the separate bank account (hereinafter the Minnesota Nationwide Settlement Claim Fund ) established to receive the payment obligations under the Minnesota Nationwide Class Action Settlement which shall include the Attorneys Fee and Class Representative compensation awarded by the Court; as well as the $3,000, commitment toward the Settlement Claims Fund provided for in paragraph 165(d) herein; and 2) The above referenced Minnesota Nationwide Settlement Claim Fund will be established for the purpose of disbursing the Attorney Fee award, Class Representative payments, and making qualified claim payments under the terms of the Minnesota Nationwide Class Action Settlement Agreement. The Yellow Brass Qualified Settlement Fund (as referenced herein and in the Addendum attached hereto as Exhibit B ) will file such federal, state or local returns, pay such federal, state or local taxes, comply with applicable federal, state or local information reporting 36

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43 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 43 of 102 EXHIBIT A

44 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 44 of 102 List of Cases Patel v. Uponor, Inc. et al., Case No Gibbs et al, v. Uponor, Inc. et al., Case No Shons et al. v. Uponor, Inc. et al., Case No Fofi, et al. v. Uponor, Inc., Case No Overstreet v. Uponor, Inc. et al., Case No. 0:13-cv-323 Gasway v. Uponor, Case No. 0:13-cv-803 Reverie At Marcato Owners Association v. Vision One, LLC, et al., Case No. 3:12cv-0603 Assn. of Unit Owners of East Village at Orenco Station v. Uponor, Inc. et al., Case No. 3:11-cv EXHIBIT A

45 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 45 of 102 EXHIBIT B

46 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 46 of 102 EXHIBIT B ADDENDUM TO UPONOR YELLOW BRASS FITTING SETTLEMENT AGREEMENTS & RELEASES OF CLAIMS This Addendum, (hereinafter Addendum ), relating to: i) the Minnesota Nationwide Class Action Settlement Agreement and Release of Claims; ii) the Las Vegas Class Action Settlement Agreement and Release of Claims and iii) the settlement agreement covering the cases identified as the 35 Evolved Claims (hereinafter the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims ) referenced in Paragraph 55(g) of the Minnesota Nationwide Class Action Settlement Agreement and Release of Claims and listed on Exhibit A to that Settlement Agreement (hereinafter collectively referred to as the Settlement Agreements and Releases ), is made and entered into between the Uponor Defendants as defined in the Settlement Agreements and Releases to which this Addendum is attached; the Uponor Defendants' sales representatives, agents and distributors who purchased, advised, recommended, and/or sold, the Uponor Yellow Brass Fittings (as defined in the Settlement Agreements and Releases to which this Addendum is attached) and/or Uponor/Wirsbo PEX Systems (the foregoing entities hereinafter collectively Uponor ); and all Materially Contributing Entities who are materially contributing to the Settlement of the putative class action styled Tim George v. Uponor, Inc., et. al., assigned case No. 12-cv (hereinafter the Minnesota Nationwide Class Action ), the Settlement of the class action styled: In Re Wirsbo Non-F1807 Yellow Brass Fitting Litigation, assigned case No. 08-cv (hereinafter the Las Vegas Class Action ), and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims (those entities hereinafter referred to as Materially Contributing Entities which are more specifically identified and set forth below in Section B.1 and described in Paragraph 21 of the Minnesota Nationwide Class Action Settlement Agreement and Release, Paragraph 23 of the Las Vegas Class Action Settlement Agreement and Release and Paragraph 14 of the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims Settlement Agreement and Release). Uponor and the Materially Contributing Entities are jointly and separately referred to hereinafter as the Parties or Party to this Addendum. All definitions of terms and provisions as set forth in the Settlement Agreements and Releases entered into in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims are expressly incorporated into and made a part of this Addendum. LEGAL: /

47 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 47 of 102 A. RECITALS 1. THE DISPUTE, SUBJECT LAWSUITS AND SUBJECT PRODUCT i. The Parties hereto desire to formalize the participation of the Materially Contributing Entities in the resolution and termination of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims including the provision of mutual releases by the Parties in connection with the resolution of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. The Parties understand and agree that this Addendum will be an exhibit to the Settlement Agreements and Releases negotiated with the class Plaintiffs in the Minnesota Nationwide Class Action, and the Las Vegas Class Action, as well as with the Plaintiffs in the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. ii. The Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims arose out of the respective Plaintiffs allegations that Uponor Yellow Brass Fittings installed in a) Residential Units; b) Non-Residential Properties; and c) Common Areas; were experiencing a phenomenon known as dezincification and were therefore defective. The Materially Contributing Entities have been alleged to be suppliers, developers, builders, distributors, contractors, sub-contractors, plumbers and/or installers of the Uponor Yellow Brass Fittings in Residential Units, Common Areas and/or Non- Residential Properties. Uponor and the Materially Contributing Entities have at all times denied, and continue to deny, the allegations in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. iii. The Materially Contributing Entities are not currently parties to the Minnesota Nationwide Class Action, but certain of them are or were parties to the Las Vegas Class Action and/or certain of the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. Those of the Materially Contributing Entities alleged to have been involved in the design, development, testing, manufacture, supply, distribution, marketing, sale, warranting, and/or plumbing/installation of Uponor Yellow Brass Fittings in Las Vegas, Nevada and the construction, development, contracting, and sub-contracting of Residential Units and Non-Residential Properties in Las Vegas, Nevada incorporating Uponor Yellow Brass Fittings were previously named in, or encompassed within, the Las Vegas Class Action prior to November 14, 2013 when the claims directed against those Materially Contributing Entities were severed from the Las Vegas Class Action and transferred into the case styled: Fulton Park Unit Owners Association, et. al. v. PN II, INC., d/b/a Pulte Homes of Nevada, et. al., case No. 11-cv- LEGAL: / Page 2

48 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 48 of (hereinafter the Fulton Park suit ). Additionally, other lawsuits have been filed in Las Vegas involving some of the Materially Contributing Entities relating to Uponor Yellow Brass Fittings, including but not limited to cases styled: Greystone Nevada, LLC, et. al. v. Anthem Highlands Community Association, case No. 2: 11-cv-1424; and Greystone Nevada, LLC, et. al. v. Fiesta Park Homeowners Association, case No. 2: 11- cv It is agreed by the Parties hereto that, as part of the proceedings related to settlement and dismissal of the Las Vegas Class Action, the Parties hereto, along with the Plaintiffs in the Las Vegas Class Action, will jointly and by agreement request that the Court in the Fulton Park, Anthem Highlands and Fiesta Park suits solely for purposes of settlement and resolving the Settlement Class Members Claims related to the Uponor Yellow Brass Fittings as against the Defendants in the Fulton Park, Anthem Highlands and Fiesta Park suits conditionally consolidate the cases styled Fulton Park Unit Owners Association, et. al. v. PN II, Inc. d/b/a Pulte Homes of Nevada, et. al., case No. 11-cv-00783; Greystone Nevada LLC, et. al. v. Anthem Highlands Community Association, case No. 2: 11-cv-1424; and Greystone Nevada, LLC, et. al. v. Fiesta Park Homeowners Association, case No. 2: 11-cv-1422 into the Las Vegas Class Action. The Parties, will request that the Court grant the consolidation motion before the Court issues the Preliminary Approval Order. It is also agreed by the Parties hereto that, as part of the proceedings related to settlement and dismissal of the Minnesota Nationwide Class Action, the Parties hereto, along with the Plaintiffs in the Minnesota Nationwide Class Action, will jointly and by agreement request that the Court in Tim George, et. al. v. Uponor, Inc., et. al. Case No for purposes of settlement only name each of the Materially Contributing Entities as Defendants in the George lawsuit. It is further agreed and acknowledged by the Parties hereto that Residential Units, Non-Residential Properties, and Common Areas containing Uponor Yellow Brass Fittings located: a) outside the geographic boundaries of the liability class certified in the Las Vegas Class Action and b) not included within the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, are encompassed within the class sought to be certified in the Minnesota Nationwide Class Action. iv. For any Materially Contributing Entity that elects under the terms herein and the specified terms of the Las Vegas Class Action Settlement, the Minnesota Nationwide Class Action Settlement and/or the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement to withdraw from the Settlements and Releases due to the number of opt-outs received and/or non-participating Plaintiffs/Claimants in relation to that Materially Contributing Entity pursuant to Paragraph B.1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement, Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and Paragraph 84(e) of the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement, the terms, rights, and obligations of this Addendum will not apply as to that withdrawing Materially Contributing Entity. LEGAL: / Page 3

49 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 49 of 102 In the event the Final Order and Judgment in the Las Vegas Class Action and/or the Minnesota Nationwide Class Action is: a) not entered or b) is reversed for any reason, or in the event c) this Addendum or any of the Settlement Agreements and Releases do not become effective or are voided or terminated for any other reason, or d) as to a withdrawing Materially Contributing Entity; any stay imposed under the Preliminary Approval Order shall be automatically lifted (however in the event of (d) the stay will only be lifted as to the withdrawing Materially Contributing Entity and continues in effect as to non-withdrawing Materially Contributing Entities) and the Settling Parties shall not be deemed to have waived any rights with respect to proceedings in the litigation of such actions that arise during the period of the stay and shall have a full and fair opportunity to present any position in any such proceedings. Furthermore, in such event any consolidation of claims into the Las Vegas Class Action will be reversed and such consolidated claims will revert back to their procedural status prior to the Preliminary Approval hearing related to the Las Vegas Class Action. In addition, any pending litigation consolidated into the Las Vegas Class Action by the Court under the terms of the settlement will immediately revert back to the status in which that litigation was pending prior to the consolidation. In addition, any Materially Contributing Entities added as Defendants to the Minnesota Nationwide Class Action by the Court under the terms of the settlement will immediately be dismissed from the Minnesota Nationwide Class Action and revert back to the status those Materially Contributing Entities had prior to their addition to the Minnesota Nationwide Class Action. v. The Materially Contributing Entities have concluded that it is in their best interest to settle the differences, disagreements, and suits upon the terms and conditions set forth below, and in so doing, do not admit, concede, or imply that they have done anything wrong, unlawful or legally actionable, or that the allegations of deficiencies in the Uponor Yellow Brass Fittings (or their respective roles in relation to the use, selection, and/or installation of the Uponor Yellow Brass Fittings) have any merit whatsoever. The Materially Contributing Entities and Uponor expressly deny any liability with respect to Plaintiffs' allegations and Claims in the Minnesota Nationwide Class Action, the Las Vegas Class Action (including the Fulton Park action) and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. 2. PURPOSE AND INTENT OF SETTLEMENT AND RELEASE i. The Parties enter into this Addendum upon the terms and conditions set forth herein, as well as those terms and conditions set forth in the Settlement Agreements and Releases entered into between Uponor and the Plaintiffs in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. It is the intent of the Parties to: a) identify those entities that are materially contributing to the settlement of the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class LEGAL: / Page 4

50 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 50 of 102 Action Excluded Uponor Yellow Brass Fitting Claims who will thereby obtain the benefit of the Releases being afforded by those Settlement Class Members and Participating Non-Class Plaintiffs, as well as b) subject to the terms in Section B(2)(ii) within this Addendum, to provide for a full and final settlement, compromise, release and discharge of all of the Parties claims against one another, including their present or past officers, directors, shareholders, employees, predecessors, successors, parent companies, affiliated entities, related companies, subsidiary companies, sibling companies, designers, installers, sellers, representatives, distributors, agents, attorneys and insurers; and in addition thereto, all the past, present and future officers, directors, shareholders, employees, predecessors, affiliates, related companies, parents, subsidiaries, partners, insurers, administrators, agents, servants, successors, trustees, vendors, subcontractors, independent contractors, attorneys, representatives, successors and assigns of all of the foregoing persons and entities as it relates to the Claims of the Settlement Class Members and Non-Class Plaintiffs (hereinafter collectively referred to as Mutual Releasees ). B. MUTUAL AGREEMENT AND RELEASE In consideration of the terms and conditions set forth herein as well as in the Settlement Agreements and Releases entered into between Uponor and the Plaintiffs in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, and for other good and valuable consideration, and intending to be legally bound, the Parties do hereby agree and covenant as follows: 1. SETTLEMENT AMOUNT i. Uponor agrees to fulfill the obligations set forth in the Settlement Agreements and Releases negotiated in the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, as consideration for a mutual and complete release of past, current and future claims by and between the Mutual Releasees as well as to obtain the benefits of the Releases being provided by the Settlement Class Members in the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. In addition, the following Materially Contributing Entities agree to pay the sums set forth below (collectively the Settlement Funds ) into an escrow account which will be established with Wells Fargo Bank entitled: Materially Contributing Entities Yellow Brass Escrow Account. Uponor will deposit the sums agreed upon as their contributions toward the settlement of the Legal Claims involving the Uponor Yellow Brass Fittings into an escrow account which will also be established with Wells Fargo Bank entitled: Uponor Yellow Brass Escrow Account. Escrow Agreements will be entered into by Uponor and on behalf of the Materially Contributing Entities. The Materially Contributing Entities each hereby: LEGAL: / Page 5

51 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 51 of 102 (a) consent to Wells Fargo Bank, NA acting as the escrow agent for the Materially Contributing Entities Yellow Brass Escrow Account; (b) appoint Rust Consulting as the representative for the Materially Contributing Entities (in such capacity, the MCE Escrow Representative ) solely with respect to the Materially Contributing Entities Yellow Brass Escrow Account and the agreement(s) related to the establishment and operation of such account (the MCE Escrow Agreement ); (c) authorizes the MCE Escrow Representative to act on behalf of and for the benefit of the Materially Contributing Entities in the execution and delivery of the MCE Escrow Agreement; (d) authorize the MCE Escrow Representative to deliver instructions under the MCE Escrow Agreement on behalf of the Materially Contributing Entities to carry out the intentions and agreement of the Materially Contributing Entities as set forth in this Addendum; (e) indemnifies and holds harmless the MCE Escrow Representative for its actions taken, or not taken, in fulfilling its role as the representative of the Materially Contributing Entities in conformity with this Addendum, except to the extent that the MCE Escrow Representative s actions or failure to act under the Escrow Agreement on behalf of the Materially Contributing Entities results from the MCE Escrow Representative s gross negligence or willful misconduct. The MCE Escrow Representative may resign from the performance of its duties hereunder at any time by giving thirty (30) days prior written notice of its resignation to counsel for Uponor, Inc., Lennar Homes of California and Pulte Home Corporation or may be removed, with or without cause, by either Lennar Homes of California or Pulte Home Corporation by furnishing thirty (30) days prior written notice to the MCE Escrow Representative. All of the Settlement Funds will remain in the Materially Contributing Entities Yellow Brass Escrow Account until the later of the Effective Dates of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. Uponor will make payments out of the Yellow Brass Qualified Settlement Fund as necessary to fund the Notice Programs and administrative costs that may occur (as well as any other settlement related cost and/or expense) connected with the resolution of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. Upon the occurrence of the later of the Effective Dates of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, all funds contained in the Materially Contributing Entities Yellow Brass Escrow Account and in the Uponor Yellow Brass Escrow Account will be transferred into the bank account designated as the Depository/Disbursement Account within the Yellow Brass Qualified Settlement Fund (pursuant to the terms and conditions set forth below) with the Settlement Funds to be used toward the settlement of the Minnesota Nationwide Class Action, the Las Vegas Class Action, the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims and certain other miscellaneous claims encompassed within the scope of the settlement of claims concerning Uponor Yellow Brass Fittings, as consideration for a mutual and complete release of past, current and future claims by and between the Mutual Releasees as well as to obtain the benefits of the Releases being provided by the LEGAL: / Page 6

52 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 52 of 102 Settlement Class Members and Participating Non-Class Members in the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims: a) Del Webb/Pulte/Centex in the amount of $3,141,300 b) Beazer in the amount of $400,000 c) Pardee/Marikay Homes in the amount of $989,937 d) Sun Colony in the amount of $287,807 e) Lennar/Greystone Nevada/U.S. Home in the amount of $1,788,452 f) Carina Corporation d/b/a Carina Homes in the amount of $165,139 g) Astoria--including Astoria Homes, LLC., Astoria Homes Services, Inc., Astoria Iron Mountain, LLC. and The Astoria Corporation in the amount of $180,453 h) American Premier Homes and Development, Inc. in the amount of $69,947 i) Distinctive Homes including Distinctive Homes, LLC., and Vegas Construction Company, Inc. d/b/a Distinctive Homes in the amount of $247,501 j) Amwest in the amount of $100,000 k) Amstar in the amount of $75,000 l) William Lyon in the amount of $300,000 m) Woodside Homes in the amount of $300,000 n) SBA Development including SBA Development Company, Inc., Spinnaker Homes and Royal Construction in the amount of $72,430 o) K. Hovnanian Homes in the amount of $150,000 p) Real Homes in the amount of $20,000 q) KB Home in the amount of $3,068,655 r) DR Horton in the amount of $2,191,510 LEGAL: / Page 7

53 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 53 of 102 s) Meritage Homes in the amount of $533,278 t) Richmond American in the amount of $1,387,125 u) Celebrate Homes including Celebrate Homes, Celebrate Homes X, LLC., and Celebrate Homes XVI, LLC. in the amount of $63,739 v) Stanpark Construction Company, Inc. in the amount of $60,014 w) Concordia Homes of Nevada, Inc. in the amount of $237,154 x) Developers of Nevada and Westgate Properties, Ltd in the amount of $73,258 y) Perma-Built Homes in the amount of $150,000 z) Christopher Homes including Christopher Homes, LLC and Christopher Homes, Inc. in the amount of $34,767 aa) Desert Oak Homes in the amount of $27,317 bb) Pinnacle Homes, Inc. in the amount of $63,324 cc) Southwest Homes including Southwest Homes Ltd and Southwest Homes, Inc. in the amount of $129,958 dd) Ferguson Enterprises, Inc. in the amount of $250,000 ee) Hajoca Corporation in the amount of $100,000 ff) Interstate Plumbing & Air Conditioning, LLC in the amount of $700,000 gg) RCR Plumbing & Mechanical, Inc. in the amount of $242,000 hh) Taylor Woodrow in the amount of $75,000 ii) United Plumbing, LLC in the amount of $75,000 jj) Dynamic Plumbing Systems, Inc. including Dynamic Plumbing Systems, Inc. of Nevada in the amount of $200,000 kk) Pioneer Plumbing, Inc. in the amount of $30,000 ll) Coast West Plumbing in the amount of $10,000 mm) HD Supply in the amount of $150,000 LEGAL: / Page 8

54 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 54 of 102 The Materially Contributing Entities Yellow Brass Escrow Account and the Uponor Yellow Brass Escrow Account will be interest bearing. Each depositing party will earn interest on a pro rata basis on the amount of funds they deposit into the escrow accounts beginning 60 days following the date of deposit. The interest earned during the first 60 days funds are on deposit in the escrow accounts will be transferred into the Depository/Disbursement Account in the Yellow Brass Qualified Settlement Fund with the principal sums on deposit. Interest earned after the first 60 days funds are on deposit in the escrow accounts will revert back to the respective depositing party, however that reversionary payment will not be made until after the later of the Effective Dates of the Settlement Agreements and Releases in the Minnesota Nationwide Class Action, the Las Vegas Class Action, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims when the principal sums in the escrow accounts are transferred into the Depository/Disbursement Account. ii. The Materially Contributing Entities will have the right to withdraw from the Settlement based on the terms set forth herein and in the Settlement Agreements and Releases. Attached hereto as Exhibit C is a list of the Material Contributing Entities and the agreed upon threshold of total units (including both Residential Units and individual living/dwelling units within the Non-Residential Properties) applicable to each Materially Contributing Entity for purposes of triggering a Materially Contributing Entity s right to withdraw from the Uponor Yellow Brass Fitting Settlement Agreements and Releases. The opt out requests submitted by Class Members will be reviewed to identify which individual developer/builder, plumber, or distributor s Residential Units or individual living/dwelling units within Non-Residential Properties are covered by the validly submitted opt-out requests. It will be the sole responsibility of a Materially Contributing Entity to establish that a given Class Member opt out request or nonparticipating Plaintiff/Claimant relates to that Materially Contributing Entity for purposes of being counted toward the total unit threshold for withdrawal. If the total number of opt out requests (including any non-participating Plaintiffs/Claimants in the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims Settlement Agreement and Release) applicable to an individual Materially Contributing Entity meets or exceeds the threshold number assigned on Exhibit C to that individual Materially Contributing Entity, then each individual Materially Contributing Entity that meets its assigned threshold will have the right to elect to withdraw from the Uponor Yellow Brass Fitting Settlement Agreements and Releases. Each Materially Contributing Entity which qualifies hereunder to withdraw from the Uponor Yellow Brass Fitting Settlement Agreements and Releases shall notify, in writing, all other Settling Parties no later than 15 calendar days after the close of the opt out period set by the Court, of its election to withdraw from participation in the Uponor Yellow Brass Fitting Settlement Agreements and Releases. If an eligible Materially Contributing Entity does not timely make the election referenced herein, it will be deemed to have waived its right to LEGAL: / Page 9

55 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 55 of 102 withdraw from participation in the Uponor Yellow Brass Fitting Settlement Agreements and Releases. Uponor will have a period of 7 days running from the expiration of the Materially Contributing Entities time to withdraw in which to make its election to withdraw from participation in the Uponor Yellow Brass Fitting Settlement Agreements and Releases. iii. Following the transfer of the Settlement Funds from the Materially Contributing Entities Yellow Brass Escrow Account into the Depository/Disbursement Account, and the transfer of funds from the Uponor Yellow Brass Escrow Account into the Depository/Disbursement Account, funds relating to the Las Vegas Class Action and the Minnesota Nationwide Class Action will thereafter be separately transferred from the Depository/Disbursement Account into one bank account within the Yellow Brass Qualified Settlement Fund named the In Re Wirsbo Settlement Claim Fund and another bank account named the Minnesota Nationwide Settlement Claim Fund. The transfers of monies to fund the separate In Re Wirsbo Settlement Claim Fund and the Minnesota Nationwide Settlement Claim Fund will be in sums sufficient to cover the settlement obligations agreed to in the Las Vegas Class Action Settlement and in the Minnesota Nationwide Class Action Settlement as more particularly set forth in Paragraph 164 of the Las Vegas Class Action Settlement Agreement and Paragraph 165 of the Minnesota Nationwide Class Action Settlement Agreement. iv. Uponor and the Materially Contributing Entities agree that the Settlements encompassed within this Addendum, and the funds deposited into the Depository/Disbursement Account, are to be treated for federal income tax purposes as a Qualified Settlement Fund within the meaning of U.S. Department of Treasury ( Treas. ) Reg B-1. Uponor, the Materially Contributing Entities, the Settlement Class Members, and Plaintiffs agree that Rust Consulting shall be appointed administrator (as that term is used in Treas. Reg B-2(k)(3)) (the Tax Administrator ) of the Yellow Brass Qualified Settlement Fund, the bank account established for the In Re Wirsbo Settlement Claim Fund and the bank account for the Minnesota Nationwide Settlement Claim Fund, and as such will file such federal, state or local returns, pay such federal, state or local taxes, comply with applicable federal, state or local information reporting requirements and otherwise generally comply with the rules and regulations applicable to qualified settlement funds under Treas. Reg B-1 and relevant provisions of state and local tax law. v. The Settlement Funds will be paid into the Materially Contributing Entities Yellow Brass Escrow Account by those Materially Contributing Entities not eligible and not-electing to withdraw from the Settlement pursuant to Paragraph B.1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement, Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and Paragraph 84(e) of the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement, no later than 10 days prior to the date of the earlier of the Final Fairness Hearings in the LEGAL: / Page 10

56 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 56 of 102 Minnesota Nationwide Class Action and the Las Vegas Class Action. Should Uponor, pursuant to paragraphs 59 and 132(e) of the Las Vegas Class Action Settlement Agreement and paragraphs 58 and 133(e) of the Minnesota Nationwide Class Action Settlement Agreement, and paragraphs 84 of the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims Settlement, either not be eligible or not elect to withdraw from the Settlement Agreements and Releases, Uponor will make its contribution to the Uponor Yellow Brass Escrow Account no later than 10 days prior to the date of the earlier of the Final Fairness Hearings in the Minnesota Nationwide Class Action and the Las Vegas Class Action. The Parties hereto agree that time is of the essence with respect to the payment of the Settlement Funds and Uponor s contribution to the Uponor Yellow Brass Escrow Account as set forth herein. In the event that any of the Settlements negotiated in the Minnesota Nationwide Class Action, the Las Vegas Class Action or the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims do not go into effect, (i.e. the Effective Date does not occur as to any of the Settlement Agreements and Releases), whether due to Uponor s withdrawal from the Settlement Agreements and Releases, failure to obtain final approval of the Settlement Agreements and Releases by the presiding Courts, reversal of final approval, or for any other reason, then the Materially Contributing Entities will be entitled to receive a complete refund of the sums they contributed as Settlement Funds toward the resolution of the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, together with any and all accrued interest thereon, as provided for under the terms of this Addendum, and Uponor will also be entitled to receive a refund of the sums it contributed toward the settlement of those Claims, together with any and all accrued interest thereon, as provided for under the terms of this Addendum. The Materially Contributing Entities will not fund or participate in the payment of sums related to the class notice programs or the administration of claims program in connection with the resolution of the Minnesota Nationwide Class Action, the Las Vegas Class Action or the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. Additionally, in the event that a Materially Contributing Entity is eligible, pursuant to the terms of Paragraph B.1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement, Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and Paragraph 84(e) of the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement to no longer participate in those settlements, and elects to no longer participate in the Settlement Agreements and Releases due to the number of opt-outs and non-participating Plaintiffs/Claimants in those Settlement Agreements and Releases, then that Materially Contributing Entity will be eligible to receive a refund of its entire contribution to the Settlement Funds together with any and all accrued interest thereon, as provided for under the terms of this Addendum. The parties will not interfere with, and instead will affirmatively cooperate with the escrow agent and/or administrator of the Yellow Brass Qualified Settlement Fund as it relates to the release of any refunds referenced herein. vi. With respect to Uponor s obligations as provided for in the Minnesota LEGAL: / Page 11

57 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 57 of 102 Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims settlements, Uponor will provide the funding necessary, beyond the sums deposited into the Depository/Disbursement Account, to satisfy its settlement obligations. Additionally, should there be any sums remaining in the Depository/Disbursement Account, those sums will be distributed to the In Re Wirsbo Settlement Claim Fund and Minnesota Nationwide Settlement Claim Fund based on a 70%-30% (respectively) allocation. vii. Should any of the Materially Contributing Entities fail to timely pay their material contribution into the Materially Contributing Entities Yellow Brass Escrow Account then: a) Uponor will fund the amount of the unpaid contribution(s); b) Uponor will have a right of indemnification against the Materially Contributing Entity that fails to make its payment, including the right to seek reasonable attorneys fees and costs in connection with any and all actions undertaken as a result of the failure to make payment; c) interest on the unpaid contribution, in the amount of 6.5% per annum will be assessed against a Materially Contributing Entity that makes an untimely payment into the Materially Contributing Entities Yellow Brass Escrow Account, unless excusably delayed through bankruptcy and in such event only until the bankruptcy court orders payment; and d) the Materially Contributing Entities that fail to timely pay their material contribution into the Materially Contributing Entities Yellow Brass Escrow Account will not be a Released Party until full payment and reimbursement of attorney fees, cost and interest have been paid. Sub-paragraphs (b) and (c) do not apply in the event the Materially Contributing Entity withdraws from the settlement due to the number of optouts received in relation to that Materially Contributing Entity pursuant to Section B.1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement and Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and Paragraph 84(e) of the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement. viii. As part of the consideration for the Releases of Claims provided for in this Addendum, Uponor has agreed to undertake ongoing obligations, with respect to the resolution of the Minnesota Nationwide Class Action, the Las Vegas Class Action, and California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims which inure to the benefit of the Materially Contributing Entities. Those obligations are more fully set forth in the Settlement Agreements and Releases negotiated with the Plaintiffs in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. ix. In the event one or more Materially Contributing Entity(ies) elects to withdraw from the Settlements due to the number of opt-outs received or nonparticipating Plaintiffs/Claimants in relation to that Materially Contributing Entity pursuant to Section B.1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement and Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and/or Paragraph 84(e) of the California/Arizona Class Action Excluded LEGAL: / Page 12

58 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 58 of 102 Uponor Yellow Brass Fitting Claims Settlement, the terms, rights, and obligations of this Addendum will continue to apply and remain in full effect as to the remaining Parties. Under no circumstance will a Materially Contributing Entity be required to make a payment/contribution in excess of the sums referenced above. 2. RELEASES OF ALL CLAIMS IS INCLUDED i. Subject to Paragraph 83 of the Settlement Agreements and Releases in the Las Vegas Class Action Settlement and the Minnesota Nationwide Class Action Settlement, paragraph 43 the California/Arizona Class Action Excluded Yellow Brass Fitting Claims Settlement, and Paragraph B.2(ii)(c) of this Addendum, the Materially Contributing Entities and Uponor, individually and collectively, do hereby mutually remise, release, acquit and forever discharge each other, and their insurers to the fullest extent permissible under law, of and from, on account of, or with respect to any and all demands, actions, causes of action, liabilities, obligations, damages or claims of any and every kind and nature whatsoever at law, in equity or otherwise (including those brought pursuant to N.R.S et. seq., California Civil Code section 895, et seq., and A.R.S et. seq.), known or unknown, suspected or unsuspected, disclosed or undisclosed, foreseen or unforeseen, including claims for any damages, costs, expenses and/or compensation which they or any of their past or present bankruptcy trustees, creditors, officers, directors, shareholders, employees, representatives, agents, insurers, administrators, attorneys, assigns, predecessors, successors, parent companies, related companies, affiliated companies, subsidiary companies, sibling companies, designers, installers, sellers, representatives, distributors, vendors, subcontractors, independent contractors, attorneys and insurers, have, had, or may hereafter have, directly or indirectly arising out of or related to the Legal Claims (as defined in the Las Vegas Class Action Settlement, the Minnesota Nationwide Class Action Settlement, and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Settlement) regarding the dezincification of Uponor Yellow Brass Fittings as defined in the Las Vegas Class Action Settlement, the Minnesota Nationwide Class Action Settlement and California/Arizona Class Action Excluded Uponor Yellow Brass Fittings Settlement, including but not limited to, the claims set forth in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims (hereafter, the Released Matters ). This discharge and Release shall be effective contemporaneously with the discharge and release provided by the Plaintiffs, Participating Non-Class Plaintiffs and Settlement Class Members pursuant to the Settlement Agreements and Releases in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fittings Claims (i.e. the Effective Date of those Agreements) and does not depend on any other provision of this Addendum. However, this discharge and Release shall not LEGAL: / Page 13

59 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 59 of 102 be deemed to be broader than the Release afforded the Parties in the underlying Settlement Agreements and Releases in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Claims. ii. Notwithstanding the foregoing, the aforementioned Mutual Release is limited as follows: a. Nothing in the aforementioned Mutual Release shall be construed as a release by the Materially Contributing Entities, Uponor or any of them, of any claims they may now have or may in the future acquire against any of their direct insurers who are not participating in and/or contributing to this settlement. b. With the exception of claims relating to additional insured coverage directed against Uponor and/or its insurers, nothing in the aforementioned Mutual Release shall be construed to release or otherwise discharge claims relating to additional insured coverage that may now exist or may arise in the future. c. If: 1) any Settlement Class Member opts out of: i) the settlement in the Las Vegas Class Action or ii) the Minnesota Nationwide Class Action, or 2) a Plaintiff/Claimant does not participate in the California/Arizona Class Action Excluded Uponor Yellow Brass Fittings Claims Settlement, and pursues a claim against a Materially Contributing Entity arising out of or relating to the Uponor Yellow Brass Fittings, then the Materially Contributing Entity shall have the right to pursue and seek indemnity, contribution and other relief permissible under applicable law, from the Uponor Defendants or any other party involved in the property or properties to which the opt out/non-participating claim relates. A Materially Contributing Entity that elects under the terms specified in Section B. 1(ii) of this Addendum, Paragraph 59 of the Las Vegas Class Action Settlement, Paragraph 58 of the Minnesota Nationwide Class Action Settlement, and/or Paragraph 84(e) of the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims Settlement, to withdraw from participation in the Settlement due to the number of opt-outs received, shall have and retain all rights and remedies available to it under applicable law, as the terms and provisions of this Agreement will not apply to it. With respect to any Settlement Class Member who/which opts out of the Settlement and pursues a claim against a Materially Contributing Entity arising out of or relating to the Uponor Yellow Brass Fittings, this Settlement shall not serve as: A) support for, or B) any defense to, any claim by a Materially Contributing Entity for indemnity, contribution or other similar relief against the Uponor Defendants or any other party. LEGAL: / Page 14

60 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 60 of 102 iii. Parties hereto agree that the provisions of this Addendum and any claim thereunder constitute a good faith settlement under California Code of Civil Procedure 877 and 877.6, Nevada Rule of Civil Procedure 68, Nevada Revised Statutes (NRS) , and comparable laws in other states, and that Uponor, Uponor Counsel and the Materially Contributing Entities and their counsel, shall in good faith cooperate in any effort of Released Parties to establish such good faith settlement before any court. iv. In the event that any Releasing Party seeks to invoke California Civil Code 1542, which provides that: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." (or any other like provision or principle of law of any jurisdiction) in connection with the Released Matters, the parties providing the releases herein and each of them now expressly waive the provision of California Civil Code 1542 (or any other like provision or principle of law of any jurisdiction) to the full extent that these provisions may be applicable to this Release. Each of the parties providing the releases herein hereby does, and shall be deemed to, assume the risk that facts which are additional, different, or contrary to the facts that each believes or understands to exist, may now exist or may be discovered after this Addendum becomes effective. Each of the parties providing the releases herein agrees that any such additional, different, or contrary facts shall in no way limit, waive, or reduce the foregoing release, which shall remain in full force and effect. 3. MUTUAL DISMISSALS OF CLAIMS i. The Materially Contributing Entities and Uponor further stipulate and agree that with respect to all claims and/or causes of action of any type and kind they have brought against one another, including but not limited to those in law, equity or statutory (such as pursuant to N.R.S et. seq.), whether for contribution, indemnity, attorneys fees and costs, products liability, warranty or any other basis, related to Uponor Yellow Brass Fittings, they will dismiss those claims with prejudice within 5 days of the Effective Date and approval of the settlements in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims. LEGAL: / Page 15

61 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 61 of STRICT CONFIDENTIALITY, SUBJECT TO TERMS i. Subject to the second paragraph of this Section 4, the Parties and their attorneys agree that for a period of five (5) years from the date this Addendum is executed by the Parties, the Settlement Amounts and the terms of the Settlement Agreements and Releases executed in the Minnesota Nationwide Class Action, the Las Vegas Class Action and California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, shall remain confidential and shall not be disclosed to any third parties, except as otherwise set forth below. Additionally, the Parties and their agents including, but not limited to their attorneys, board members, officers, directors and managers, shall make no press release or public announcement of the Settlement Amounts or terms, nor will they discuss with, or disclose to any person or entity not a party to this Addendum the Settlement Amounts, unless required by a court of competent jurisdiction or authorized, in writing, by counsel of record for Uponor. ii. However, the Parties may divulge the Settlement Amounts to the extent that such disclosure may be required by this Addendum or required by law, including as required by Rule 23 of the Federal Rules of Civil Procedure (or other similar state statutes or court rules) related to class actions and as may be required for the filing of Motions for Determination of Good Faith Settlement, as required to satisfy other fiduciary obligations and/or the business judgment rule; for purposes of audits and/or paying taxes; for purposes of procuring or renewing insurance; or as required to comply with a lawful subpoena or other legal process. 5. COSTS AND ATTORNEYS FEES Each Party to this Addendum shall bear its own attorneys fees, costs, and expenses incurred in connection with the claims and suits encompassed within the scope of this Addendum including the negotiation and execution of this Addendum. However, in the event that any action is brought by any Party hereto arising out of or related to the enforcement of this Addendum (including breach of contract, tort, or other type of claims), the prevailing Party shall be entitled to reasonable attorneys fees and costs, in addition to any other relief to which that Party may be entitled. 6. CHOICE OF LAW This Addendum shall be governed by the laws of the State of Nevada with respect to any issues pertaining to the application of this Addendum to the Las Vegas Class Action and for all other issues the Addendum shall be governed by the laws of the State of Minnesota without regard to conflict of laws rules and shall be construed and LEGAL: / Page 16

62 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 62 of 102 interpreted in accordance therewith. Furthermore, the Parties agree that for venue and jurisdiction purposes: a) any claim concerning an issue under this Addendum related to the Las Vegas Class Action will be venued in Las Vegas, Nevada with the Parties stipulating to jurisdiction therein; and b) all other non-las Vegas Class Action related claims under this Addendum will be venued in Minneapolis, Minnesota with the Parties stipulating to jurisdiction therein. 7. INTEGRATION AND SUCCESSORS OF INTEREST This Addendum, in combination with the Settlement Agreements and Releases negotiated in connection with the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims contains the entire agreement by and between Uponor and the Materially Contributing Entities, as well as the entire agreement by and among the Materially Contributing Entities themselves, concerning the resolution of claims and causes of action between Uponor and the Materially Contributing Entities related to the dezincification of the Uponor Yellow Brass Fittings. This Addendum constitutes, in combination with the Settlement Agreements and Releases negotiated in connection with the Minnesota Nationwide Class Action, the Las Vegas Class Action and California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, the final and complete agreement of all of the Parties hereto and supersedes all prior negotiations, promises, covenants, agreements or representations concerning any matters directly, indirectly or collaterally related to the subject matter of this Addendum. The Parties have expressly and intentionally included in this Addendum all terms necessary to accomplish the purposes of the Parties and all collateral and additional agreements which may, in any manner, touch upon or relate to the subject matter of this Addendum. It is the intent of the Parties that this Addendum shall constitute an integration of all prior negotiations between them. This Addendum shall bind and inure to the benefit of the Parties, their present or past officers, directors, shareholders, employees, predecessors, affiliates, related entities, parents, subsidiaries, sibling companies, insurers, administrators, agents, successors, trustees, vendors, subcontractors, independent contractors, attorneys, representatives, administrators and assigns. 8. KNOWLEDGE OF TERMS AND CONSEQUENCES The Parties acknowledge that they have read this entire Addendum and that they have had the opportunity to discuss its terms with their attorneys. The Parties acknowledge that the terms of this Addendum are fair and reasonable. The advice of legal counsel has been obtained by each Party hereto before entering into this Addendum. Each Party executes this Addendum freely and voluntarily, with full knowledge of its significance and with the express intention of invoking its legal consequences. LEGAL: / Page 17

63 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 63 of CONSTRUCTION OF TERMS This Addendum was negotiated and prepared by all Parties and their respective attorneys. The Parties acknowledge and agree that this Addendum shall not be deemed prepared or drafted by any one Party, and should be construed accordingly. 10. ADDITIONAL DOCUMENTS The Parties and their attorneys, agents or representatives agree to cooperate fully and execute any and all reasonably necessary supplemental documents and to take all additional actions which may be reasonably necessary or appropriate to give full force and effect to the basic terms and intent of this Addendum. As part of the cooperation referenced herein, any Materially Contributing Entity that is the subject of a case under the United States Bankruptcy Code (11 U.S.C. Sections ) shall cooperate and assist in obtaining any orders from the presiding United States Bankruptcy Court needed to complete and effectuate the agreements, settlements, and Releases contained in this Addendum and the Settlement Agreements and Releases. 11. COUNTERPART SIGNATURES This Addendum may be executed in several counterparts and shall constitute one final agreement which shall bind each Party hereto, notwithstanding the fact that all or some of the signatures required to effectuate this Addendum do not appear on the same physical page. 12. EFFECTIVE DATE This Addendum shall become effective and binding on all Parties upon the later of: its execution by Uponor, the execution of the Settlement Agreements and Releases by the Lead Class Counsel in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims, and the occurrence of the Effective Dates as referenced in the Minnesota Nationwide Class Action, the Las Vegas Class Action and the California/Arizona Class Action Excluded Uponor Yellow Brass Fitting Claims Settlement Agreements and Releases. [SIGNATURES ON NEXT PAGE] LEGAL: / Page 18

64 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 64 of 102 By: Del Webb/Pulte/Centex Date: By: Beazer Homes Date: By: Pardee/Marikay Homes Date: By: Sun Colony Date: By: Lennar Homes of California, Inc. Date: By: Greystone Nevada, LLC Date: By: U.S. Home Corporation Date: LEGAL: / Page 19

65 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 65 of 102 By: Carina Corporation dba Carina Homes Date: By: Astoria Homes, LLC, Astoria Homes Services, Inc., Astoria Iron Mountain, LLC and The Astoria Corporation Date: By: American Premiere Homes & Development, Inc. Date: By: Distinctive Homes, LLC and Vegas Construction Company, Inc. dba Distinctive Homes Date: By: Amwest Date: By: Amstar Date: By: William Lyon Date: LEGAL: / Page 20

66 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 66 of 102

67 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 67 of 102 By: Celebrate Homes, Celebrate Homes X, LLC and Celebrate Homes XVI, LLC Date: By: Stanpark Construction Company, Inc Date: By: Concordia Homes of Nevada, Inc. Date: By: Developers of Nevada and Westgate Properties, Ltd. Date: By: Perma-Built Homes Date: By: Christopher Homes, LLC and Christopher Homes, Inc.; Date: LEGAL: / Page 22

68 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 68 of 102

69 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 69 of 102

70 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 70 of 102 By: RCR Plumbing & Mechanical, Inc. Date: By: Taylor Woodrow Date: By: United Plumbing, LLC Date: By: Dynamic Plumbing Systems, Inc. including Dynamic Plumbing Systems, Inc. of Nevada Date: By: Pioneer Plumbing, Inc. Date: By: Coast West Plumbing Date: By: Uponor, Inc. f/k/a Uponor Wirsbo, Inc., f/k/a Wirsbo Company Date: LEGAL: / Page 24

71 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 71 of 102 EXHIBIT C

72 CASE 0:12-cv ADM-JJK Document Filed 05/27/15 Page 72 of 102