Case 4:15-cv JSW Document 73 Filed 01/20/17 Page 1 of 41 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

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1 Case :-cv-0-jsw Document Filed 0/0/ Page of UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 0 0 In re Yapstone Data Breach CASE NO. :-cv-0-jsw STIPULATION OF SETTLEMENT Hon. Jeffrey S. White, Presiding STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

2 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 TABLE OF CONTENTS Page I. RECITALS... II. DEFINITIONS... III. SETTLEMENT CLASS... IV. SETTLEMENT CONSIDERATION... 0 V. PRELIMINARY APPROVAL... VI. SETTLEMENT ADMINISTRATOR... VII. NOTICE, OPT-OUTS, AND OBJECTIONS... VIII. FAIRNESS HEARING, FINAL APPROVAL ORDER, AND JUDGMENT... 0 IX. RELEASES... X. ATTORNEYS FEES, COSTS, EXPENSES, AND SERVICE AWARDS... XI. MODIFICATION OR TERMINATION... XII. NO ADMISSION OF LIABILITY... XIII. MISCELLANEOUS... 0 i STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

3 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: EXHIBIT LIST [Proposed] Final Approval Order [Proposed] Final Judgment Claim Form [Proposed] Preliminary Approval Order Long Form Notice Settlement Administration Protocol Summary Notice Declaration of the Settlement Administrator ii STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

4 Case :-cv-0-jsw Document Filed 0/0/ Page of This Settlement Agreement and Release ( Agreement ) is made and entered into on January 0, 0, by and among () Settlement Class Representatives, for themselves and on behalf of the Settlement Class, and () Yapstone Holdings, Inc., formerly known as Yapstone, Inc. and is subject to preliminary and final Court approval as required by Rule of the Federal Rules of Civil Procedure. Settlement Class Representatives and Yapstone enter into this agreement by and through their respective counsel. As provided herein, Yapstone and Settlement Class Representatives 0 0 hereby stipulate and agree that, in consideration of the promises and covenants set forth in this Agreement and upon entry by the Court of a final order and judgment, all claims of the Settlement Class Representatives and the Settlement Class against Yapstone in the Consumer Action, shall be settled, compromised, and released upon the terms and conditions contained herein. I. RECITALS A. Yapstone is purportedly an online payments service provider (PSP) company located in Walnut Creek, California, which provides payment services for e-commerce websites that have a large volume of regular payment processing needs, such as third party Homeaway.com, Inc. (a.k.a. VRBO.com, hereinafter Homeaway ). B. In September of 0, Yapstone announced it experienced a data Incident in which certain personally identifiable information ( PII ) of some users may have been exposed via unsecured online unique resource locators ( URLs ), otherwise commonly known as web addresses, between July, 0 and August, 0 (the Incident ). The PII had been provided by real estate lessor users ( Lessors ), on standardized Yapstone payment processing application forms, who sought to use Yapstone s service for collection of real estate rental payments intended for the Lessors. The forms were used to provide Yapstone with information on which to decide whether to accept such payments and identity verification only, and not for withdrawals or charges against lessees or those making the payments. Hence, the forms did not request credit card or debit card information. Unless otherwise defined, all capitalized terms used herein shall have the same meaning and effect as defined in Section II of this Agreement, entitled Definitions. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

5 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 C. The PII provided varied, but mostly included the name, address, date of birth, and bank deposit routing numbers and account numbers ( bank account information ). A minority of these users (approximately,00) had also provided their social security number ( SSN ), driver s license numbers ( DLN ), and/or passport numbers ( PN ). There were no credit card numbers, bank PINs, or account credentials. D. Yapstone hired outside third party experts to investigate the Incident. Yapstone contends that they did not find any evidence of malicious extraction of user PII and confirmed that against the access logs. E. Yapstone contends that (i) no PII was extracted or misused and (ii) it nevertheless thought it important for its reputation and goodwill as a payments processor and vendor to notify users of the Incident by sending the Incident Notices, after September 0 (the time during which Yapstone sent the Incident Notices is hereinafter referred to as the Incident Notification Period ). Yapstone also contends that included in Yapstone s Incident Notices was an offer for two years of credit protection services through Experian s ProtectMyID, free of charge (hereinafter the Monitoring Offer ). In addition to credit monitoring and protection services, Yapstone contends that the ProtectMyID Services provided enrolled individuals with up to $ million in identity theft insurance, surveillance reports, and identity theft resolution. Yapstone contends that it kept the Monitoring Offer open for approximately four months, and provided extensions of two to four additional months. F. After announcement of the Incident, the Actions were filed against Yapstone and Homeaway in the United States District Court for the Northern District of California. These putative class actions alleged, inter alia, that Yapstone maintained inadequate data security practices and delayed in notifying users of the Incident. G. On February, 0, Hon. Jeffrey S. White consolidated the Actions (into the Consumer Action) for coordinated pretrial proceedings, and appointed Ahdoot & Wolfson, PC as interim class counsel pursuant to Federal Rule of Civil Procedure (g)(). The Court appointed Ahdoot & Wolfson, PC, Locks Law Firm, LLC, and Levi & Korsinsky, LLP to Plaintiffs Executive Committee. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

6 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 H. On March, 0, Consumer Plaintiffs filed a Master Consolidated Class Action Complaint against Yapstone but removed Homeaway, asserting claims for alleged violations of state consumer protection statutes, state data breach notification statutes, and other state-specific statutes, negligence, breach of implied contract, and unjust enrichment. On April, 0, Yapstone moved to dismiss the Mas ter Consolidated Class Action Complaint. On April, 0, Consumer Plaintiffs filed a notice of intent to file an amended class action complaint. On June, 0, Consumer Plaintiffs filed a First Amended Consolidated Class Action Complaint ( FACC ). On June, 0, Yapstone moved to dismiss and also to strike allegations in the FACC. I. The Parties participated in mediation before the Honorable Richard Kramer (Ret.) of JAMS, and thereafter engaged in numerous telephone conferences with Judge Kramer, and conducted extensive negotiations directly among counsel. J. Consumer Plaintiffs conducted informal discovery concerning the size and membership of the Settlement Class, as well as the nature and scope of the Incident, and the nature and scope of Yapstone s response to the Incident. According to Yapstone, it sent approximately,00 Incident Notices to its users, and the information that may have been exposed mostly included a user s name, address, date of birth, and bank deposit routing numbers and account numbers. K. Yapstone is in possession of the names, addresses, and physical mailing addresses of all Settlement Class Members. L. The Parties now agree to settle the Consumer Action in its entirety, without any admission of liability or certifiability of the Settlement Class, with respect to all Released Claims of the Settlement Class. The Parties intend this Agreement to bind Settlement Class Representatives, Yapstone, and all Settlement Class Members who do not timely and properly exclude themselves from the Settlement Class. NOW, THEREFORE, in light of the foregoing, for good and valuable consideration, the receipt of which is hereby mutually acknowledged, it is hereby stipulated and agreed by the Parties that the Consumer Action be settled, compromised, and dismissed on the merits and with prejudice as to Yapstone, subject to Court approval as required by Federal Rule of Civil Procedure, on the STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

7 Case :-cv-0-jsw Document Filed 0/0/ Page of following terms and conditions: II. DEFINITIONS The following defined terms apply throughout this Agreement:. Actions means the civil actions entitled Koles v. Yapstone, Inc., Case No. :-cv JSW and Bonnema v. Yapstone, Inc., Case No. :-cv-00-jsw, later consolidated into the Consumer Action.. Claims Deadline means 0 days after the Notice Deadline.. Claim Form or Claim means the form Redemption Claimants must submit to be eligible for relief under the terms of the Settlement, the proposed form of which is attached hereto as Exhibit C.. Class Counsel means Tina Wolfson and Robert Ahdoot of Ahdoot & Wolfson, PC.. Consumer Action means the consolidated civil action entitled In Re Yapstone Data Breach, Case No. :-cv-0-jsw (N.D. Ca.).. Consumer Plaintiffs means the plaintiffs named in the Actions, Master Consolidated Class Action Complaint, and FACC.. Court means the United States District Court for the Northern District of California.. Defense Counsel means Ronald I. Raether, Jr., Mark C. Mao, and Sheila M. Pham of Troutman Sanders LLP.. Effective Date means first business day after which all of the following events have occurred: (a) the Parties, Class Counsel, Plaintiffs Counsel, and Defense Counsel have executed this Agreement; (b) the Court has entered the Final Approval Order without material change to the Parties agreed-upon proposed Final Approval Order attached as Exhibit A; and (c) the time for seeking rehearing, appellate, or other review of the Final Approval Order has expired, or (i) the Settlement is affirmed on appeal or review without material change, (ii) no other appeal or petition for rehearing or review is pending, and (iii) the time period during which further petition for hearing, review, appeal, or certiorari could be taken has finally expired. The Effective Date shall not be altered STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

8 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 in the event the Court declines to approve, in whole or in part, the Service Awards or the payment of attorneys fees, costs, and expenses in the amounts that Class Counsel requests. Further, the Effective Date shall not be altered in the event that an appeal is filed with the sole issue on appeal being the Fee Request awarded to Class Counsel or the Service Awards. 0. Fairness Hearing means the hearing that is to take place after the entry of the Preliminary Approval Order and after the Notice Date for purposes of: (a) entering the Final Approval Order and Final Judgment and dismissing the Action with prejudice; (b) determining whether the Settlement should be approved as fair, reasonable, and adequate; (c) ruling upon an application for Service Awards by the Plaintiffs; (d) ruling upon an application by Class Counsel for attorneys fees, costs, and expenses; and (e) entering any final order awarding attorneys fees, costs, and expenses and Service Awards. The Parties shall request that the Court schedule the Fairness Hearing for a date that is in compliance with the provisions of U.S.C. (d).. Fee Award means such funds as may be awarded by the Court to Class Counsel and/or Plaintiffs Counsel to compensate them for their attorneys fees, costs, and expenses in connection with the Actions, Consumer Action and the Settlement, as described in Paragraphs to of this Agreement.. Final Approval Order and Final Judgment mean the Court s order and judgment fully and finally approving the Settlement and dismissing the Consumer Action with prejudice, substantially in the form attached hereto as Exhibits A and B, respectively.. Incident Notice means Yapstone s written notification to individuals allegedly affected by the Incident sent during the Incident Notification Period.. Long Form Notice means the long form notice of settlement, substantially in the form attached hereto as Exhibit E.. Notice means the Long Form Notice and Summary Notice that the Parties will ask the Court to approve in connection with the motion for preliminary approval of the Settlement, substantially in the form attached hereto as Exhibits E and G, respectively.. Notice Date means the first date on which Notice is disseminated.. Notice Deadline means thirty (0) days following the Notice Date. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

9 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0. Notice Program means the Notice plan and methods provided for in this Agreement and consists of: () an ed Notice to all Settlement Class Members for whom Yapstone can ascertain an address from its records with reasonable effort ( Notice ); () a directmail Notice to those Settlement Class Members for whom Yapstone can ascertain a mailing address from its records with reasonable effort and for whom Yapstone did not provide a valid address ( Mail Notice ); and () Notice posted on the Settlement Website. The forms of Notice shall be substantially in the forms attached as Exhibits E and G to this Agreement and approved by the Court. The Notice Program shall be effected in substantially the manner provided in Section VII.. Objection Deadline means forty-five () days after the Notice Deadline. 0. Opt-Out Deadline means forty-five () days after the Notice Deadline.. Parties means Settlement Class Representatives and Yapstone, collectively.. Plaintiffs Counsel means Tina Wolfson and Robert Ahdoot of Ahdoot & Wolfson, PC; Michael A. Galpern, Andrew P. Bell, and James A. Barry of Locks Law Firm, LLC; and Shannon L. Hopkins, Shane Rowley, Nancy A. Kulesa, and Andrea Clisura of Levi & Korsinsky LLP.. Preliminary Approval Order means the order preliminarily approving the Settlement and proposed Notice and Notice Program, substantially in the form attached hereto as Exhibit D.. Redemption Claimants means all persons who were sent an Incident Notice, but who did not sign up or redeem their Monitoring Offer, and whose SSN, DLN, or PN were at issue in the Incident. Yapstone s records show that there are approximately 0, Redemption Claimants.. Released Claims means any and all liabilities, rights, claims, actions, causes of action, demands, damages, penalties, costs, attorneys fees, expenses, losses, and remedies, whether known or unknown, existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that result from, arise out of, are based upon, or relate to the Incident that were or could have been alleged in the Consumer Action, including, without limitation, any claims, actions, causes of action, demands, damages, penalties, losses, or remedies relating to, based upon, resulting from, or arising out of: () any alleged theft, exposure or disclosure of Settlement Class Members PII; () Yapstone s maintenance and storage of STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

10 Case :-cv-0-jsw Document Filed 0/0/ Page 0 of 0 0 Settlement Class Members PII; () Yapstone s information security policies and practices; and () Yapstone s Incident Notice to Settlement Class Members, and its handling of notices during the Incident Notice Period.. Released Parties means Yapstone and Yapstone s enterprise and consumer customers involved in the Incident (e.g., Homeaway) and each of their present and former parents, subsidiaries, divisions, affiliates, predecessors, successors, and assigns, and the present and former directors, officers, employees, agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, predecessors, successors, and assigns of each of them.. Releasing Parties means the Settlement Class Representatives and all Settlement Class Members who do not timely and properly exclude themselves from the Settlement Class, and each of their respective heirs, assigns, beneficiaries, and successors.. Service Award means compensation to Settlement Class Representatives for their efforts in the Consumer Action, as set forth in Paragraph.. Settlement Administration Protocol means an allocation and distribution plan, substantially in the form attached hereto as Exhibit F. 0. Settlement Administrator means the qualified third party administrator and agent agreed to by the Parties and approved and appointed by the Court in the Preliminary Approval Order to administer the Settlement, including providing the Notice. The Parties agree to recommend that the Court appoint Kurtzman Carson Consultants LLC as Settlement Administrator to: (a) design, consult on, and implement the Notice and related requirements of this Agreement; and (b) implement and oversee the Notice Program, the Settlement Website, the submission and review of Claim Forms, and related requirements of this Agreement, subject to the Court s approval. Class Counsel and Yapstone may, by agreement, substitute a different Settlement Administrator, subject to approval by the Court. In the absence of agreement, either Class Counsel or Yapstone may move the Court to substitute a different Settlement Administrator, upon a showing that the responsibilities of Settlement Administrator have not been adequately executed by the incumbent. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

11 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0. Settlement Administration Charges means all actual costs associated with the implementation of the Notice Program, dissemination of the Notice, and administration of the Settlement invoiced by the Settlement Administrator with respect to the Consumer Action.. Settlement Agreement or Agreement means this Settlement Agreement and Release and Exhibits A to H, into which the Parties have entered to resolve the Consumer Action and Released Claims.. Settlement Class means all persons and entities who were sent an Incident Notice. Excluded from the Settlement Class is any judge presiding over this matter and any members of their first degree relatives, judicial staff, the officers and directors of Yapstone, and persons who timely and validly request exclusion from the Settlement Class.. Settlement Class Members means all natural persons or entities who fall within the Settlement Class, including the Redemption Claimants, who do not exclude themselves from the Settlement Class.. Settlement Class Representatives means Consumer Plaintiffs named in the FACC, as set forth in Paragraph of this Agreement, namely, Jonathan Koles, Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire.. Settlement Fund means one hundred twenty thousand dollars ($0,000) to be paid, equally, to two Internal Revenue Code 0(c)() non-profit organizations on behalf of the Settlement Class, as set forth in Paragraph (b).. Settlement Website means the Internet website that the Settlement Administrator will establish as soon as practicable following Preliminary Approval, but prior to the commencement of the Notice Program, as a means for Settlement Class Members to obtain Notice of and information about the Settlement, with the URL address Summary Notice means the Summary Notice of the proposed class action settlement. Redemption Claimants will receive a separate Summary Notice from the other Settlement Class Members. Both Summary Notices will be substantially in the forms attached hereto as Exhibit G. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

12 Case :-cv-0-jsw Document Filed 0/0/ Page of. ProtectMyID Services means Experian ProtectMyID identity monitoring services, set forth in Paragraph (a). ProtectMyID Services offered under this Agreement shall include: (a) a free copy of Redemption Claimant s Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identity theft resolution and ProtectMyID ExtendCARE TM ; and (d) one million dollars ($,000,000.00) in identity theft insurance. 0. Yapstone or Defendant means collectively, Yapstone Holdings Inc., formerly known as Yapstone, Inc., a Delaware corporation, and YapStone, Inc. a Delaware corporation. III. SETTLEMENT CLASS. For settlement purposes only, the Parties agree that the Court should certify the 0 Settlement Class pursuant to Fed. R. Civ. P. (b)().. For settlement purposes only, Class Counsel shall seek, and Yapstone shall not oppose, the appointment of Class Counsel as Settlement Class counsel, and appointment of the following persons as Settlement Class Representatives: Jonathan Koles, Christopher Bonnema, Daniel 0 Adams, James Mitchell, and Robert McGuire. Settlement Class Representatives will move for certification of the Settlement Class contemporaneously with their motion for preliminary approval of the Settlement. Yapstone agrees not to contest certification of the Settlement Class but reserves the right to contest any motion to certify a class for any purpose other than approval of this Settlement. For purposes of settlement only, the Parties agree to seek provisional certification of the Class. The Parties further agree that the Court should make preliminary findings and enter the Preliminary Approval Order (substantially in the form attached at Exhibit D) granting provisional certification of the Class subject to final findings and ratification in the Final Order and Final Judgment, and appointing the representative Plaintiffs as the representatives of the Class and Class Counsel as counsel for the Class. Yapstone does not consent to certification of the Class for any purpose other than to effectuate the Settlement of the Action. Yapstone s agreement to conditional certification does not constitute an admission of wrongdoing, fault, liability, or damage of any kind to Consumer Plaintiffs or any of the Settlement Class Members. In the event Stipulation of Settlement is terminated pursuant to its terms, disapproved by any court (including any appellate court), and/or not consummated for any reason, or the Effective Date for any reason does not occur, the order certifying STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

13 Case :-cv-0-jsw Document Filed 0/0/ Page of the Settlement Class for purposes of effectuating this Stipulation of Settlement, and all preliminary and/or final findings regarding that class certification order, shall be automatically vacated upon notice of the same to the Court, the Action shall proceed as though the Class had never been certified pursuant to this Stipulation of Settlement and such findings had never been made, and the Action shall return to the procedural status quo in accordance with this paragraph. Class Counsel shall not refer to or invoke the vacated findings and/or order relating to class settlement in the event this Stipulation of Settlement is not consummated and the case is later litigated and contested by Yapstone under Rule of the Federal Rules of Civil Procedure. IV. SETTLEMENT CONSIDERATION 0 0. In consideration for the release contained in this Agreement, and as a direct result of the Consumer Action, and without admitting liability for any of the alleged acts or omissions alleged in the Consumer Action, and in the interests of minimizing the costs inherent in any litigation, Yapstone will perform all of the following: a. Yapstone shall provide the Redemption Claimants, at Yapstone s expense, twelve () months of ProtectMyID Services which shall be identical to the services offered in the Incident Notices. Upon receiving the list of Redemption Claimants pursuant to Paragraph (m), Yapstone shall commence ProtectMyID Services for Redemption Claimants the later of thirty (0) days after the Claims Deadline or thirty (0) days after the Effective Date. b. Yapstone will pay the amount of one hundred twenty thousand dollars ($0,000) to create the Settlement Fund on behalf of the Settlement Class. Within ten (0) business days of the Effective Date, Yapstone shall distribute the Settlement Fund, equally, to the following Internal Revenue Code 0(c)() non-profit organizations, as follows: Public Justice and the UC Berkeley School of Information, Center For Long-Term Cybersecurity; c. Within ten (0) business days of any invoice issued by the Settlement Administrator, Yapstone will pay any and all invoiced Settlement Administration Charges; d. Within ten (0) business days of the Effective Date, Yapstone will pay all of the Court-approved Service Awards to Class Counsel for the benefit of the Settlement Class Representatives; 0 STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

14 Case :-cv-0-jsw Document Filed 0/0/ Page of e. Within ten (0) business days of the Effective Date, Yapstone will pay all of the Fee Award to Class Counsel; and f. Within ninety (0) days after the Effective Date, if it has not already done so in calendar year 0, Yapstone will adopt and implement all of the following data security measures with respect to all financial transactions conducted or facilitated by Yapstone: i. Migration of URL tool to ZenDesk. Yapstone shall expedite moving the Settlement Class Members PII at issue from the URL tool to ZenDesk ; ii. Payment Card Industry Data Security Standard (PCI DSS). Yapstone 0 shall expedite compliance with PCI DSS., to ensure its compliance no later than sixty (0) days after the time by which PCI Security Standards Council has established that PCI DSS. becomes effective as a requirement; iii. Chief Information Security Officer. Yapstone shall designate a Chief Information Security Officer, with responsibility to coordinate and be responsible for the company s program(s) to protect the security of Settlement Class Members PII; iv. Product and Data Risk Assessments. Yapstone will perform a single 0 risk assessment that identifies material internal and external risks to the security of the Settlement Class Members PII stored on Yapstone s systems. The risk assessment may also assess risk to Yapstone customers who are not Settlement Class Members and, at a minimum, will consider risks associated with: (i) employee training and management; (ii) software design and testing; and (iii) vendor data management and security practices; v. Safeguard Design Resulting From Risk Assessments. Yapstone will design and implement reasonable safeguards to manage the risks to the Settlement Class Members PII, if any, identified through its risk assessments, pursuant to Paragraph (f)(iv); vi. Dynamic Security Program. Yapstone will evaluate and adjust as reasonably necessary its systems on which and by which Settlement Class Members PII is stored in light of: (i) the results of the testing and monitoring required by Paragraph (f); (ii) any material changes to its operations or business arrangements; or (iii) any other circumstances that it knows or has reason to know may have a material impact on the effectiveness of its security program; STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

15 Case :-cv-0-jsw Document Filed 0/0/ Page of vii. Privacy Policy Notice. Yapstone will continue to provide Settlement Class Members with updates regarding its privacy policy as required by law; viii. Employee Education. Yapstone will maintain a program to educate and train its workforce on the importance of the privacy and security of the Settlement Class Members PII, which need not be segregated from training with respect to privacy and security of other Yapstone customers PII; and ix. Yapstone shall pay, separate from and in addition to the other 0 0 considerations set forth in this Agreement, all of its compliance costs and expenses associated with implementing measures described in Paragraph hereto. x. The obligations pursuant to Paragraph (f) will expire once completed for subsections i, ii, iii, iv, and v, and one year from the Effective Date for the remaining subsections. V. PRELIMINARY APPROVAL. Upon execution of this Agreement by the Parties, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement, substantially in the form of Exhibit D. The motion for preliminary approval shall request that the Court: () preliminarily approve the terms of the Settlement as falling within the range of possible approval as fair, reasonable and adequate; () provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure (b)() and (e) for settlement purposes only; () approve the Notice Program set forth herein and approve the form and content of the Notice; () approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; () stay all proceedings in the Consumer Action unrelated to the Settlement pending Final Approval of the Settlement; and () schedule a Fairness Hearing for a time and date convenient for the Court, at which time the Court will conduct an inquiry into the fairness of the Settlement, determine whether it is fair and reasonable and should be finally approved, and determine whether to approve Class Counsel s application for attorneys fees, costs, and expenses.. Within ten (0) days of the filing of the motion for preliminary approval, Yapstone, at its own expense, shall cause to be served through the Settlement Administrator, a notice of the proposed Settlement on appropriate state officials in accordance with the requirements under the Class STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

16 Case :-cv-0-jsw Document Filed 0/0/ Page of Action Fairness Act ( CAFA ). Following completion of CAFA notice as set forth herein, Yapstone will file notice with the Court stating it has complied with the requirements of CAFA. VI. SETTLEMENT ADMINISTRATOR. The Settlement Administrator shall administer various aspects of the Settlement as 0 0 described in Paragraph and perform such other functions as are specified for the Settlement Administrator elsewhere in this Agreement, including, but not limited to, overseeing the claim process; providing Notice and Mail Notice to Settlement Class Members as described in Section VII; establishing and operating the Settlement Website and a toll-free number; administering the Claims processes; and distributing relief according to the processes and criteria set forth herein and in the Settlement Administration Protocol attached hereto as Exhibit F.. The duties of the Settlement Administrator, in addition to other responsibilities that are described in this Agreement, include: a. Obtaining from Yapstone and securely maintaining the names, mailing addresses, and/or addresses of Settlement Class Members for the purpose of sending Notice and Mail Notice, to the extent that such information is reasonably available from Yapstone s records; b. Obtaining from Yapstone information necessary to establish a reasonably practical procedure to verify the Redemption Claimants; c. Effecting the Notice Program and performing the duties ascribed to the Settlement Administrator in this Agreement; d. Establishing and maintaining a post office box for mailed written notifications of exclusion from the Settlement Class; e. Establishing and maintaining the Settlement Website; f. Establishing and maintaining a toll-free telephone line for Settlement Class Members to call with Settlement-related inquiries, and answering the questions of Settlement Class Members who call with or otherwise communicate such inquiries; g. Responding to any mailed Settlement Class Member inquiries; h. Processing all written notifications of exclusion from the Settlement Class; STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

17 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 i. Providing weekly reports and, no later than five () days after the Opt-Out Deadline, a final report to Class Counsel and Yapstone, that summarize the number of written notifications of exclusion received that week, the total number of written notifications of exclusion received to date, and other pertinent information as requested by Class Counsel and Defense Counsel; j. In advance of the Fairness Hearing, preparing an affidavit to submit to the Court that: (i) attests to implementation of the Notice Program in accordance with the Preliminary Approval Order; and (ii) identifies each Settlement Class Member who timely and properly provided written notification of exclusion from the Settlement Class; k. Reviewing, determining the validity of, and responding to all Claims submitted by Redemption Claimants, pursuant to criteria set forth in the Settlement Administration Protocol attached hereto as Exhibit F; l. Fifteen () days before the Claims Deadline, sending to all Redemption Claimants who have not made a Claim, an reminding Redemption Claimants of the offer provided for in this Settlement, how to make a Claim, and the deadline for making such a Claim. In the event an address for a Redemption Claimant is invalid, the Settlement Administrator shall send a reminder letter via U.S. Mail. m. Fifteen () days after the Claims Deadline, delivering to Yapstone a list of Redemption Claimants, in order for Yapstone to secure for them ProtectMyID Services in accordance with Paragraph (a); n. Providing weekly reports and a final report to Class Counsel and Yapstone that summarize the number of Claims since the prior reporting period, the total number of Claims received to date, the number of any Claims approved and denied since the prior reporting period, the total number of Claims approved and denied to date, and other pertinent information as requested by Class Counsel and Defense Counsel; and o. Performing other functions reasonably related to administration of this Agreement at the agreed-upon written instruction of both Class Counsel and Yapstone. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

18 Case :-cv-0-jsw Document Filed 0/0/ Page of. All costs incurred by the Settlement Administrator required by this Agreement shall be borne by Yapstone. These payments shall be made separate and apart from the Settlement Fund or any other obligation of Yapstone under the terms and conditions of this Agreement. VII. NOTICE, OPT-OUTS, AND OBJECTIONS. Upon Preliminary Approval of the Settlement, at the direction of Class Counsel, the 0 0 Settlement Administrator will implement the Notice Program provided herein, using the forms of Notice approved by the Court in the Preliminary Approval Order. 0. Notice of the Settlement to the Settlement Class Members shall comply with Federal Rules of Civil Procedure and any other applicable statute, law, or rule, including but not limited to, the Due Process Clause of the United States Constitution.. Class Member Information: No later than seven () days after entry of the Preliminary Approval Order, Yapstone shall provide the Settlement Administrator with the name, e- mail address, and mailing address of each Settlement Class Member, and for each Settlement Class Member indicate whether he or she is a Redemption Claimant. Yapstone will provide the most current information for all Settlement Class Members.. Settlement Website: Prior to the Notice Date, the Settlement Administrator shall establish the Settlement Website, that will inform Settlement Class Members of the terms of this Agreement, their rights, dates and deadlines and related information, through and including periodic updates, a list of important dates, hyperlinked access to this Agreement, the Long Form Notice and Summary Notice, any motion seeking Final Approval of this Agreement, any motion for an award of attorneys fees, costs, and expenses and Service Awards, the Preliminary Approval Order, the Claim Form, the First Amended Consolidated Class Action Complaint, and such other documents as Class Counsel and Yapstone agree to post or that the Court orders posted on the website. Settlement Class Members shall also be able to submit Claim Forms electronically via the Settlement Website. The Settlement Website shall not include any advertising and shall remain operational until at least thirty (0) days following the Effective Date. The Settlement Administrator will terminate the Settlement Website thirty (0) days after the Effective Date. The Settlement Administrator will then transfer ownership of the URL to Yapstone. The STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

19 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 Settlement Website shall provide Settlement Class Members with the ability to complete and submit the Claim Form electronically. The Settlement Website shall also make the Claim Form available for download.. The Long Form Notice: The Long Form Notice shall be in a form substantially similar to the document attached to this Agreement as Exhibit E and shall comport to the following: a. General Terms: The Long Form Notice shall contain a plain and concise description of the nature of the Consumer Action and the proposed Settlement, including information on the definition of the Settlement Class and the Settlement Class Members, how the proposed Settlement would provide relief to Settlement Class Members, the date upon which the Fairness Hearing will occur, the address of the Settlement Website at which Settlement Class Members may access this Agreement and other related documents and information, the claims released under the proposed Settlement, and other relevant information. b. Opt-Out Rights: The Long Form Notice shall inform Settlement Class Members that they have the right to opt out of the Settlement Class. The Long Form Notice shall provide the deadlines and procedures for exercising this right. c. Objection to Settlement: The Long Form Notice shall inform Settlement Class Members of their right to object to the proposed Settlement and appear at the Fairness Hearing. The Notice shall provide the deadlines and procedures for exercising these rights. d. Fees, Costs, and Expenses: The Long Form Notice shall inform Settlement Class Members the maximum amounts to be sought by Class Counsel as attorneys fees, costs, and expenses and individual Service Awards to Settlement Class Representatives, and shall explain the fees, costs, and expenses awarded to Class Counsel, and Service Awards to Settlement Class Representatives, in addition to relief available to Settlement Class Members and Redemption Claimants. e. Settlement Benefits: The Long Form Notice shall inform the Settlement Class Members: (i) of the difference between a Settlement Class Member and a Redemption Claimant; (ii) of the benefits provided in the Settlement to all Settlement Class Members; (iii) of the benefits provided in the Settlement to Redemption Claimants; and (iv) that in order to receive ProtectMyID STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

20 Case :-cv-0-jsw Document Filed 0/0/ Page 0 of 0 0 Services, Redemption Claimants must fully complete and timely submit a Claim Form prior to the Claims Deadline.. Toll Free Telephone Number: Prior to the Notice Date, the Settlement Administrator shall establish a toll-free telephone number, through which Settlement Class Members may obtain information about the Consumer Action and the Settlement and request a mailed copy of the Long Form Notice and/or the Claim Form (if a Redemption Claimant), pursuant to the terms and conditions of this Settlement.. As set forth in the Declaration of the Settlement Administrator attached hereto as Exhibit H, the Notice Program has three components: () of the Summary Notice; () dissemination of the Summary Notice by U.S. Mail as necessary; and () posting of the Long Form Notice and Summary Notice along with relevant documents and information on the Settlement Website. Within ten (0) days after the entry of the Preliminary Approval Order and to be substantially completed no later than the Notice Deadline, and subject to the requirements of this Agreement and the Preliminary Approval Order, the Parties shall coordinate with the Settlement Administrator to provide Notice pursuant to the Notice Program as follows: a. The Settlement Administrator shall send the Summary Notice via to all Settlement Class Members for whom Yapstone can ascertain an address from its records; b. In the event an address for a Settlement Class Member cannot be ascertained by Yapstone or the Settlement Administrator learns (through an bounce-back or otherwise) that the address in Yapstone s records is invalid, the Settlement Administrator shall send the Summary Notice via U.S. Mail Notice to all Settlement Class Members for whom Yapstone can ascertain a mailing address from its records. For any Mail Notices that are returned undeliverable with forwarding address information, the Settlement Administrator shall r the Summary Notice to the updated address as indicated. For any U.S. Mailed Summary Notices that are returned undeliverable without forwarding address information, the Settlement Administrator shall use reasonable efforts to identify updated mailing addresses (such as running the mailing address through the National Change of Address Database) and r the Summary Notice to the extent updated STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

21 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 addresses are identified. The Settlement Administrator need only make one attempt to r any Summary Notices that are returned as undeliverable; c. Publishing, on or before the Notice Date, the Long Form Notice on the Settlement Website, as specified in the Preliminary Approval Order and as set forth in the Declaration of the Settlement Administrator, attached hereto as Exhibit H; and d. Providing the Internet URL address of the Settlement Website ( in the Long Form Notice and the Summary Notice.. Any written objection to the Settlement must (i) provide identifying information of the objector, including the full legal name, address, phone number, and the same contact information for any counsel representing the objector; (ii) clearly identify the case name and number; (iii) include a statement containing the basis and reasons for the objection, and the amount of time for speaking that will be requested by the objector at the Fairness Hearing; (iv) their signature; (v) be submitted to the Court by filing the written objection through the Court s Case Management/Electronic Case Files system, by mailing the written objection to the Class Action Clerk for United States District Court for the Northern District at 0 Clay Street, Oakland, California, or by filing the written objection in person at any location of the United States District Court for the Northern District of California; (vi) if the objector is represented by counsel, said counsel shall request for admission for the Northern District of California for the purposes of the objection; and (vii) be filed or postmarked on or before the Objection Deadline provided in the Court s Preliminary Approval Order. Only Settlement Class Members who do not opt out as set forth in Paragraphs and may file objections. To the extent a timely objection is withdrawn before final approval, such an objection shall be treated as though no objection has been made.. The Parties shall request that the Court allow any interested party to file a response to any objection, no later than seven () days before the Fairness Hearing, or as the Court may otherwise direct.. Settlement Class Members may elect to opt out of the Settlement Class, relinquishing their rights to benefits under the Settlement. Settlement Class Members who opt out of the Settlement Class will not release their claims pursuant to this Settlement. Settlement Class Members wishing to STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

22 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 opt out of the Settlement Class must send to the Settlement Administrator by U.S. mail (to the address provided in the Class Notice) a letter including: (a) their full name (first, middle, last and any suffix); (b) address and mailing address; (c) a clear statement communicating that they elect to be excluded from the Settlement Class, do not wish to be a Settlement Class Member, and elect to be excluded from any judgment entered pursuant to the Settlement; (d) the case name and case number; and (e) their signature. Any request for exclusion or opt out must be postmarked on or before the Opt-Out Deadline provided in the Court s Preliminary Approval Order. The date of the postmark on the return-mailing envelope shall be the exclusive means used to determine whether a request for exclusion has been timely submitted. Settlement Class Members who fail to submit a valid and timely request for exclusion on or before the date specified in the Court s Preliminary Approval Order shall be bound by all terms of this Agreement and the Final Approval Order and Final Judgment, regardless of whether they have requested exclusion from the Settlement Class.. Any Settlement Class Member who submits a timely request for exclusion or opt out may not file an objection to the Settlement and shall be deemed to have waived any rights or benefits under this Settlement. 0. The Settlement Administrator shall promptly provide copies of all requests for exclusion, objections, and/or related correspondence from Settlement Class Members to Class Counsel and Defense Counsel. Not later than five () business days after the deadline for submission of requests for exclusion or opt out, the Settlement Administrator shall provide to Class Counsel and Defense Counsel a complete opt out list together with copies of the opt out requests.. The and Mail Notice Program shall be completed by the Notice Deadline, excluding any r s for Mail Notices and Notices that are returned undeliverable.. The Settlement Administrator shall post the Notice on the Settlement Website in the form agreed to by the Parties and approved by the Court. The Notice shall be posted on the Settlement Website by the Notice Deadline.. Within f i v e () days after the Notice Deadline, the Settlement Administrator shall provide Class Counsel and Yapstone with one or more affidavits confirming that the E- mail Notice and Mail Notice Program, and posting of Notice on the Settlement Website were completed STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

23 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 in accordance with the Parties instructions and the Court s approval. Class Counsel shall file such affidavit(s) with the Court as an exhibit to or in conjunction with Settlement Class Representatives motion for final approval of the Settlement. VIII. FAIRNESS HEARING, FINAL APPROVAL ORDER, AND JUDGMENT. Settlement Class Representatives motion for preliminary approval of the Settlement will include a request to the Court for a scheduled date on which the Fairness Hearing will occur. The Fairness Hearing shall be scheduled no earlier than ninety (0) days after the CAFA notices are mailed to ensure compliance with U.S.C. By no later than fourteen () days prior to the Objection Deadline, Plaintiffs shall file a motion for final approval of the Settlement and a motion for attorneys fees, costs, and expenses and for Service Awards. By no later than seven () days prior to the Fairness Hearing, the Parties shall file responses, if any, to any objections, and any replies in support of final approval of the Settlement and/or Class Counsel s application for attorneys fees, costs, and expenses, and for Service Awards. At the Fairness Hearing, the Court will consider Settlement Class 0 Representatives motion for final approval of the Settlement and Class Counsel s application for attorneys fees, costs, and expenses and for Service Awards. In the Court s discretion, the Court also may hear argument at the Fairness Hearing from any Settlement Class Members (or their counsel) who objects to the Settlement, and the application for attorneys fees, costs, and expenses and for Service Awards, provided the objectors filed timely objections that meet all of the requirements set forth in Paragraph herein.. At or following the Fairness Hearing, the Court will determine whether to enter the Final Approval Order granting final approval of the Settlement, and whether to approve Class Counsel s request for attorneys fees, costs, and expenses and the Service Awards. The proposed Final Approval Order that will be filed with the motion for final approval shall be in a form agreed upon by Class Counsel and Yapstone, attached hereto as Exhibit A. Such proposed Final Approval Order shall, among other things: a. Determine that the Settlement is fair, adequate, and reasonable and approve the Settlement; b. Finally certify the Settlement Class for settlement purposes only; 0 STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

24 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 c. Determine that the Notice provided satisfied Due Process requirements; d. Dismiss the Consumer Action with prejudice; e. Bar and enjoin the Releasing Parties from asserting any of the Released Claims, as set forth in Section IX, including during the pendency of any appeal from the Final Approval Order; f. Release Yapstone and the Released Parties from the Released Claims, as set forth in Section IX; and g. Reserve the Court s continuing and exclusive jurisdiction over Yapstone and all Settlement Class Members (including all objectors or their counsel) to administer, supervise, construe, and enforce this Agreement in accordance with its terms. IX. RELEASES. As of the Effective Date, the Releasing Parties shall automatically be deemed to have 0 fully and irrevocably released and forever discharged the Released Parties of and from any and all Released Claims.. For the avoidance of doubt, the Released Claims include any existing or potential claims that a Releasing Party under the law of any jurisdiction, including, without limitation, those arising under state or federal law of the United States (including, without limitation, any causes of action under Cal. Bus. & Prof. Code 00, et seq., Cal. Civ. Code.0, et seq., N.J.S.A. :-, et seq., Minn. Stat. F., et seq., Minn. Stat.., et seq., Minn. Stat. D., et seq., Minn. Stat. E., et seq., N.J.S.A. :-, et seq., Nev. Rev. Stat..0, et seq., Nev. Rev. Stat..00, et seq., N.R.S. 0A.00, et seq., and any similar statutes or data breach notification statutes in effect in the United States or in any states in the United States); causes of action under the common or civil laws of any state in the United States, including but not limited to: unjust enrichment, negligence, bailment, conversion, negligence per se, breach of contract, breach of implied contract, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, misrepresentation (whether fraudulent, negligent, or innocent), fraudulent concealment or nondisclosure, invasion of privacy, public disclosure of private facts, and misappropriation of likeness and identity; any causes of action based on privacy rights provided for under the constitutions of the STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

25 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 United States or of any states in the United States; and also including, but not limited to, any and all claims in any state or federal court of the United States, for damages, injunctive relief, restitution, disgorgement, declaratory relief, equitable relief, attorneys fees, costs, and expenses, pre-judgment interest, credit or financial account monitoring services, identity theft insurance, the creation of a fund for future damages, statutory penalties, restitution, the appointment of a receiver, and any other form of relief. The Released Claims do not include any claims arising from or relating to any conduct by a Releasing Party after the date the Agreement is executed.. As of the Effective Date, the Released Parties will be deemed to have completely released and forever discharged the Releasing Parties and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys fees, losses, expenses, obligations, or demands, of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Consumer Action.. The Releasing Parties and the Released Parties expressly acknowledge that they are familiar with principles of law such as Section of the Civil Code of the State of California, which provides: 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 BY HIM OR HER MIGHT HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding California or other similar law, the Releasing Parties and the Released Parties hereby expressly agree that the provisions, rights, and benefits of Section and all similar federal or state laws, rights, rules or legal principles of any other jurisdiction that may be applicable herein are hereby knowingly and voluntarily waived, released, and relinquished to the fullest extent permitted by law solely in connection with unknown claims that are the same as, substantially STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

26 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 similar to, or overlap the Released Claims, and the Releasing Parties and the Released Parties hereby agree and acknowledge that this is an essential term of the Release. In connection with the Release, the Releasing Parties and the Released Parties acknowledge that they are aware that they may hereafter discover claims presently unknown and unsuspected or facts in addition to or different from those which they now know or believe to be true with respect to matters released herein, and that such claims, to the extent that they are the same as, substantially similar to, or overlap the Released Claims, are hereby released, relinquished, and discharged. 0. Nothing in the Release shall preclude any action to enforce the terms of this Settlement Agreement, including participation in any of the processes detailed herein.. Upon entry of the Final Judgment, the Settlement Class Members shall be enjoined from prosecuting any claim they have released in the preceding paragraphs in any proceeding against any of the Released Parties or based on any actions taken by any of the Released Parties that are authorized or required by this Agreement or by the Final Judgment. It is further agreed that the Settlement may be pleaded as a complete defense to any proceeding subject to this section. X. ATTORNEYS FEES, COSTS, EXPENSES, AND SERVICE AWARDS. Service Awards. Class Counsel will ask the Court to approve, and Yapstone will not oppose, Service Awards not to exceed $,000 for each Settlement Class Representative, which are intended to compensate such individuals for their efforts in the litigation and commitment on behalf of the Settlement Class. Any Service Awards approved will be paid as set forth in Paragraph (d). Neither Class Counsel s application for, nor any individual s entitlement to, a Service Award shall be conditioned in any way upon such individual s support for this Agreement.. Attorneys Fees, Costs, and Expenses. Class Counsel, on behalf of Plaintiffs Counsel and the Settlement Class, will make their application for attorneys fees, costs, and expenses ( Fee Request ) at least fourteen () days before the Objection Deadline. Consumer Plaintiffs and Class Counsel agree not to seek an award of attorneys fees, costs, and expenses in excess of three hundred thousand dollars ($00,000). Yapstone and Defense Counsel will not oppose or otherwise object to the Fee Request, provided it does not exceed the amounts set forth herein. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

27 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0. In the event that the Fee Award is reduced on appeal, Yapstone shall only pay the reduced amount of such award. Class Counsel shall timely furnish to Yapstone any required tax information, account information or necessary forms at least fifteen () days before the payment is due.. The payment of Service Awards and Fee Award pursuant to Paragraphs - shall be made through a wired deposit by Yapstone into a bank account to be designated by Class Counsel.. In the event the Court declines to approve, in whole or in part, the Fee Request or Service Award, the remaining provisions of this Agreement shall remain in full force and effect. No order of the Court, or modification or reversal or appeal of any order of the Court, concerning the Fee Request or Ser vice Aw ard shall constitute grounds for cancellation or termination of this Agreement.. Yapstone and Released Parties shall not be liable for any additional attorneys fees, costs, and/or expenses of any Settlement Class Members counsel, including any potential objectors or counsel representing a Settlement Class Member individually, other than what is expressly provided for in this Agreement.. Class Counsel agrees to hold Yapstone and the Released Parties harmless for any claim that this Agreement failed to include any person or firm who claims they are entitled to a share of any Fee Award for the Released Claims. Class Counsel is solely responsible for distributing the Fee Award to any attorney that may claim entitlement to attorneys fees, costs, or expenses in the Consumer Action. Yapstone and the Released Parties are not responsible for Class Counsel s allocation of the Fee Award. XI. MODIFICATION OR TERMINATION. The terms and provisions of this Settlement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however that, after entry of the Final Order and Final Judgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Settlement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

28 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 consistent with the Court s Final Approval Order and Final Judgment and do not materially alter, reduce or limit the rights of Settlement Class Members under this Settlement. 0. This Settlement may be terminated by either Settlement Class Representatives or Yapstone by serving on counsel for the opposing Party and filing with the Court a written notice of termination within fourteen () days (or such longer time as may be agreed between Class Counsel and Yapstone) after any of the following occurrences: a. Class Counsel and Yapstone agree to termination before the Effective Date; b. The Court rejects, materially modifies, materially amends or changes, or declines to preliminarily or finally approve the Settlement; c. An appellate court reverses the Final Approval Order, and the Settlement is not reinstated and finally approved without material change by the Court on remand; d. The Court or any reviewing appellate court incorporates material terms or provisions into, or deletes or strikes material terms or provisions from, or materially modifies, amends, or changes, the Preliminary Approval Order, the proposed Final Approval Order, or the Settlement; or e. The Effective Date does not occur.. In the event that a party exercises his/her/its option to withdraw from and terminate this Settlement pursuant to Paragraph 0, or if the Court does not enter the Final Judgment without material modification, or if the Final Judgment is reversed in whole or in part on appeal, or in the event the Final Judgment is not achieved, certification of the Settlement Class will be vacated, and the Parties will be returned to their positions status quo ante with respect to the Consumer Action as if the settlement had not been entered into and: (a) any court orders preliminarily or finally approving the certification of any class contemplated by the Settlement and any other orders entered pursuant to this Agreement shall be null, void, and vacated, and shall not be used or cited thereafter by any person or entity in support of claims or defenses or in support of or in opposition to a class certification motion; and (b) this Agreement will become null and void (with the exception Paragraphs,, and 00 herein) and shall have no force or effect, the Parties shall not be bound by this Settlement, the Parties will be returned to their respective positions existing immediately before the execution of STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

29 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 this Settlement, and all of the Parties respective pre-settlement claims and defenses will be preserved, and the fact of this settlement, that Yapstone did not oppose the certification of any class under the settlement, or that the Court approved the certification of a Settlement Class, shall not be used or cited thereafter by any person or entity, including in any contested proceeding relating to the certification of any class.. Notwithstanding the foregoing, in the event this Settlement is not approved by any court, or the Settlement is declared null and void, or in the event that the Effective Date does not occur, Settlement Class Members, Consumer Plaintiffs, Class Counsel, and Plaintiffs Counsel shall not in any way be responsible or liable for any costs of notice and administration associated with this Settlement, except that each Party shall bear its own attorneys fees and costs and Yapstone s future payment obligations shall cease. XII. NO ADMISSION OF LIABILITY. Yapstone disputes the claims alleged in the Consumer Action and does not by this 0 Agreement or otherwise admit any liability or wrongdoing of any kind by it or the Released Parties. Yapstone has agreed to enter into this Agreement solely to avoid the further expense, inconvenience, and distraction of burdensome and protracted litigation, and to be completely free of any further claims that were asserted or could have been asserted in the Consumer Action.. Class Counsel and Settlement Class Representatives believe that the claims asserted in the Action have merit, and they have examined and considered the benefits to be obtained under the proposed Settlement set forth in this Agreement, the risks associated with the continued prosecution of this complex, costly, and time-consuming litigation, and the likelihood of success on the merits of the Action. Class Counsel and Settlement Class Representatives have concluded that the proposed Settlement set forth in this Agreement is fair, adequate, reasonable, and in the best interests of the Settlement Class Members.. The Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Parties either previously or in connection with the negotiations or proceedings connected with this Agreement shall be deemed or construed to be an admission of the truth or falsity of any claims or defenses heretofore made, or an STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

30 Case :-cv-0-jsw Document Filed 0/0/ Page 0 of 0 0 acknowledgment or admission by any party of any fault, liability, or wrongdoing of any kind whatsoever.. Neither the Settlement, nor any act performed or document executed pursuant to or in furtherance of the Settlement: (a) is or may be deemed to be, or may be used as, an admission of, or evidence of, the validity of any claim made by Consumer Plaintiffs or Settlement Class Members, or of any wrongdoing or liability of the Released Parties; or (b) is or may be deemed to be, or may be used as, an admission of, or evidence of, any fault or omission of any of the Released Parties, in the Consumer Action or in any proceeding in any court, administrative agency or other tribunal. XIII. MISCELLANEOUS. Recitals. The Parties agree that the recitals are contractual in nature and form a material part of this Stipulation of Settlement.. Singular and Plurals. As used in this Agreement, all references to the plural shall also mean the singular and to the singular shall also mean the plural whenever the context so indicates.. Communications. Except in connection with any proceeding, court filing, or the dissemination of notice to the Class, Consumer Plaintiffs, Plaintiffs Counsel, and Class Counsel will not issue any press releases or communicate with the media regarding the Settlement or the Consumer Action without prior approval from Yapstone or Defense Counsel. However, if Consumer Plaintiffs, Plaintiffs Counsel, or Class Counsel receive an inquiry from any third party, they may decline to comment, refer to the Settlement and/or defer to the Court file. Plaintiffs Counsel and Class Counsel are free to state they served as legal counsel in this lawsuit and refer to the Settlement and/or defer to the Court file. However, nothing shall limit the ability of Class Counsel to communicate privately with a Settlement Class Member concerning the Settlement, and the ability of Yapstone or its successors to make such public disclosures as the federal securities laws require or to provide information about the Settlement to state and federal regulators, other government officials, or its insurers/reinsurers. 0. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Releasing Parties and the Released Parties. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

31 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0. Cooperation of Parties. The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.. Obligation To Meet And Confer. If any Settlement Class Member has a claim or dispute regarding Yapstone s compliance with this Settlement Agreement, including but not limited to Paragraph, then such Settlement Class Member first must submit, pro se or through counsel, his or her dispute directly to Yapstone before taking any other action. Upon receipt of such a dispute, Yapstone will investigate the dispute and respond to the Settlement Class Member within thirty (0) days. Yapstone s response must state the results of the Yapstone s investigation of the allegation of non-compliance with the Settlement Agreement and any action taken or to be taken to address the Settlement Class Member s dispute; or, if additional information is required for Yapstone to complete its investigation, Yapstone s response must identify the specific additional information that is required. Upon the Settlement Class Member s submission of all of the additional information required (as set forth in Yapstone s response), Yapstone will have thirty (0) days to complete its investigation of the Settlement Class Member s dispute regarding the allegation of non-compliance with the Settlement Agreement and to provide a response containing the results of its investigation and any action taken or to be taken to address the dispute. If, after the dispute resolution process described above has been completed, the Settlement Class Member wants to seek additional remedies, then he or she may submit his or her dispute regarding the allegation of non-compliance with the Settlement Agreement to the Court (pursuant to the Court s retention of exclusive jurisdiction under Paragraph ) under the caption for this Consumer Action. The Settlement Class Member s submission to the Court must include copies of all correspondence between the Settlement Class Member and Yapstone regarding the dispute prior to the submission. The Court shall have exclusive and sole jurisdiction to resolve the dispute. This section is not intended to govern or apply to allegations of a violation of state or federal law, except as might otherwise relate to Yapstone s compliance with this Settlement Agreement. STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

32 Case :-cv-0-jsw Document Filed 0/0/ Page of. Integration. This Agreement (along with any Exhibits attached hereto) constitutes a single, integrated, written contract expressing the entire agreement of the Parties relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind 0 0 whatsoever have been made by any Party hereto, except as provided for herein.. No Conflict Intended. Any inconsistency between the headings used in this Agreement and the text of the paragraphs of this Agreement shall be resolved in favor of the text.. Governing Law. The Agreement shall be construed in accordance with, and be governed by, the laws of the State of California, without regard to the principles thereof regarding choice of law.. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, even though all signatories do not sign the same counterparts. Original signatures are not required. Any signature submitted by facsimile or through of an Adobe PDF shall be deemed an original.. Jurisdiction. The Court shall retain jurisdiction over the implementation, enforcement, and performance of this Agreement, and shall have exclusive jurisdiction over any suit, action, proceeding, or dispute arising out of or relating to this Agreement that cannot be resolved by negotiation and agreement by counsel for the Parties. The Court shall retain jurisdiction with respect to the administration, consummation, and enforcement of the Agreement and shall retain jurisdiction for the purpose of enforcing all terms of the Agreement. The Court shall also retain jurisdiction over all questions and/or disputes related to the Notice Program and the Settlement Administrator. As part of its agreement to render services in connection with this Settlement, the Settlement Administrator shall consent to the jurisdiction of the Court for this purpose.. Notices. All notices to Class Counsel provided for herein, shall be sent by overnight mail to: Tina Wolfson Robert Ahdoot AHDOOT & WOLFSON, PC 0 Palm Avenue West Hollywood, California 00 STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

33 Case :-cv-0-jsw Document Filed 0/0/ Page of 0 0 All notices to Yapstone provided for herein shall be sent by overnight mail to: Mark C. Mao Sheila M. Pham TROUTMAN SANDERS LLP 0 California Street, Suite 00 San Francisco, California 0 Ronald I. Raether, Jr. TROUTMAN SANDERS LLP Park Plaza, Suite 00 Irvine, California - The notice recipients and addresses designated above may be changed by written notice. Upon the request of any of the Parties, the Parties agree to promptly provide each other with copies of objections, requests for exclusion, or other filings received as a result of the Notice Program.. Authority. Any person executing this Agreement in a representative capacity represents and warrants that he or she is fully authorized to do so and to bind the Party on whose behalf he or she signs this Agreement to all of the terms and provisions of this Agreement. 00. No Construction Against Drafter. This Agreement shall be deemed to have been drafted by the Parties, and any rule that a document shall be interpreted against the drafter shall not apply to this Agreement. 0. Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this document. 0. Any exhibits to this Stipulation of Settlement are hereby incorporated and made a part of this Stipulation of Settlement. 0. The Parties reserve the right, subject to the Court s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement. 0. All reference to days in this Stipulation of Settlement shall refer to calendar days, unless otherwise specified, provided that if a deadline provided for in the Stipulation of Settlement falls on a weekend or holiday, that deadline shall be the next day that is not a weekend or holiday. 0 STIPULATION OF SETTLEMENT (CASE NO. :-cv-0-jsw)

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42 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT A TO STIPULATION OF SETTLEMENT: [PROPOSED] FINAL APPROVAL ORDER CASE NO. :-cv-0-jsw

43 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA In re Yapstone Data Breach Case No. :-CV-0-JSW Hon. Jeffrey S. White [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT 0 This matter came on for hearing on. The Court has considered the Settlement Agreement and Release dated January 0, 0 ( Settlement Agreement ), entered into between Plaintiffs Jonathan Koles, Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire (also referred to as Consumer Plaintiffs or Settlement Class Representatives for purposes of the Settlement Agreement), and defendant Yapstone Holdings, Inc., formerly known as Yapstone, Inc. ( Yapstone ) (collectively, the Parties ), together with all exhibits thereto, all oral and/or written objections and comments received regarding the Settlement Agreement, the arguments and authorities presented by the Parties and their counsel, and the record in the Consumer Action, and good cause appearing, IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:. For purposes of this Order, the Court adopts all defined terms as set forth in the Settlement Agreement. - - [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT CASE NO. :-CV-0-JSW

44 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0. The Court has jurisdiction over the subject matter of the Consumer Action, over the Consumer Plaintiffs, the Settlement Class Members, and Yapstone, and venue is proper in this District.. Pursuant to Federal Rule of Civil Procedure, and only for purposes of the Settlement and pursuant to the Settlement Agreement, the Court reaffirms that it is proper to certify, and hereby does finally certify, for settlement purposes only, the following Settlement Class : All persons or entities who were sent an Incident Notice.. Excluded from the Settlement Class are those persons listed on Exhibit hereto. The persons listed on Exhibit hereto submitted timely and valid requests to be excluded from the Settlement Class, according to the Settlement Administrator s records, and are hereby excluded from the Settlement Class, are not Settlement Class Members as that term is defined in the Settlement Agreement and used herein, and shall not be bound by this Order, any release provided herein, or the Final Judgment entered in connection with this Order.. The Court reaffirms that Class Counsel and Settlement Class Representatives have fairly and adequately represented the interests of the Settlement Class Members.. The Court finds that the Parties complied with the notice provisions set forth in the Class Action Fairness Act, U.S.C... The Court finds that the Notice Program has been implemented by the Settlement Administrator and the Parties, and that such Notice Program, including the utilized forms of Notice, constitutes the best notice practicable under the circumstances and fully satisfied due process, the requirements of Rule of the Federal Rules of Civil Procedure, and all other applicable laws.. The Court finds that the Settlement Agreement, including the exhibits thereto, is fair, reasonable, and adequate, is in the best interests of the Settlement Class Members, has been entered into in good faith, and should be and hereby is fully and finally approved pursuant to Federal Rule of Civil Procedure. - - [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT CASE NO. :-CV-0-JSW

45 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0. The Court has specifically considered the factors relevant to class settlement approval. See, e.g., Churchill Vill., L.L.C. v. Gen. Elec., F.d (th Cir. 00). The Court finds that the Settlement is fair, reasonable, and adequate to all concerned given, inter alia: the significant relief provided for the Settlement Class pursuant to the Settlement; the substantial discovery and litigation that has already occurred in this case; the strengths of Plaintiffs case; the risk, expense, complexity, and likely duration of further litigation; the risk of maintaining class action status throughout trial; the experience and views of Class Counsel; and the positive reaction of the Settlement Class. 0. The Court has also scrutinized the Settlement Agreement and negotiation history for any signs of potential collusion (see, e.g., In re Bluetooth Headset Products Liability Litigation, F.d (th Cir. 0)), and finds that the Settlement Agreement is not the product of collusion. This finding is supported by, among other things: the fact that the Settlement Agreement was negotiated by experienced, well-qualified counsel and with the active involvement and assistance of a neutral, well-qualified mediator; the Settlement provides substantial monetary and other benefits to Settlement Class Members, and such benefits are not disproportionate to the attorneys fees, costs, and expenses awarded to Class Counsel; the benefits provided to Settlement Class Members are appropriate under the circumstances of this Consumer Action; and the Parties negotiated the attorneys fees, costs, and expenses only after reaching an agreement in principle as to the substantive elements of the Settlement.. The Court has considered and hereby overrules all objections.. The Parties and Settlement Administrator are hereby directed to implement the Settlement Agreement in accordance with the terms and provisions thereof, including the processing of claims by Redemption Claimants and distribution of the Settlement Fund, equally, to the following Internal Revenue Code 0(c)() non-profit organizations: Public Justice and the UC Berkeley School of Information, Center For Long-Term Cybersecurity.. As of the Effective Date, the Releasing Parties shall be deemed to have, and by operation of this Order and the Final Judgment entered in connection with this Order shall have, - - [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT CASE NO. :-CV-0-JSW

46 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 fully and irrevocably released and forever discharged the Released Parties from all Released Claims, as more fully set forth in Section IX of the Settlement Agreement.. As of the Effective Date, the Releasing Parties shall further be deemed to have waived and released any and all provisions, rights and benefits conferred by Section of the California Civil Code or similar laws of any other state or jurisdiction.. The Court hereby dismisses the Consumer Action with prejudice. The Releasing Parties are hereby permanently barred and enjoined (including during the pendency of any appeal taken from this Order or from the Final Judgment entered in connection with this Order) from commencing, pursuing, maintaining, enforcing, or prosecuting, either directly or indirectly, any Released Claims, as set forth in Section IX of the Settlement Agreement, in any judicial, administrative, arbitral or other forum, against any of the Released Parties. This permanent bar and injunction is necessary to protect and effectuate the Settlement Agreement, this Order, and this Court s authority to effectuate the Settlement Agreement, and is ordered in aid of this Court s jurisdiction and to protect its judgments.. Nothing in this Order or in the Final Judgment entered in connection with this Order shall preclude any action to enforce the terms of the Settlement Agreement.. Without affecting the finality of this Order in any way, the Court hereby retains continuing and exclusive jurisdiction over the Consumer Action, the Parties, Class Counsel, and Settlement Class Members for the purpose of administering, supervising, construing, and enforcing this Order and the Settlement Agreement in accordance with its terms.. Neither this Order, the Final Judgment entered in connection with this Order, nor the Settlement Agreement (nor any other document referred to herein, nor any action taken to carry out this Order or the accompanying Final Judgment) shall be construed as or used as an admission or concession by or against Yapstone or the Released Parties regarding the validity of any claim or defense or any actual or potential fault, wrongdoing, or liability whatsoever.. Without further order of the Court, the Parties may agree to reasonably necessary extensions of time to carry out any of the provisions of the Settlement Agreement and to make - - [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT CASE NO. :-CV-0-JSW

47 Case :-cv-0-jsw Document - Filed 0/0/ Page of other non-material modifications, in implementing the Settlement Agreement, that are not inconsistent with this Order. 0. The Clerk shall enter Final Judgment, consistent with this Order, forthwith. 0 0 IT IS SO ORDERED. Dated: HON. JEFFREY S. WHITE - - [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS SETTLEMENT CASE NO. :-CV-0-JSW

48 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT B TO STIPULATION OF SETTLEMENT: [PROPOSED] FINAL JUDGMENT CASE NO. :-cv-0-jsw

49 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 0 In re Yapstone Data Breach Case No. :-CV-0-JSW Hon. Jeffrey S. White [PROPOSED] FINAL JUDGMENT - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

50 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 A Final Approval Hearing was held before this Court on, to consider, among other things, whether the Settlement Agreement and Release dated January 0, 0, including the exhibits attached thereto (the Settlement Agreement ) between the Plaintiffs (also referred to as the Consumer Plaintiffs or Settlement Class Representatives for purposes of the Settlement Agreement), on behalf of themselves and the Settlement Class, by and through Class Counsel, and defendant Yapstone Holdings, Inc., formerly known as Yapstone, Inc. ( Yapstone ), by and through Defense Counsel, represents a fair, reasonable and adequate settlement of the Consumer Action, as well as the amount to be paid to Class Counsel as fees, expenses, and litigation costs for prosecuting the Consumer Action and service awards to be paid to the Settlement Class Representatives. Based on the Settlement Agreement, the Plaintiffs Motion for Final Approval of Class Action Settlement (ECF No. ), Class Counsel s Motion for an Award of Attorneys Fees, Costs, and Expenses and Service Awards for Settlement Class Representatives (ECF No. ), the submissions of the Settlement Class Representatives and Yapstone in support of final approval of the settlement and all prior proceedings herein and good cause appearing based on the record, the Court ORDERS, ADJUDGES AND DECREES as follows:. The Court, for purposes of this Final Judgment adopts the defined terms as set forth in the Settlement Agreement for any term not otherwise defined herein. See Settlement Agreement (ECF No. ).. The Court has jurisdiction over the subject matter of the Consumer Action and personal jurisdiction over the Parties and Settlement Class Members.. On, 0, the Court entered an Order Certifying a Settlement Class, Preliminarily Approving Class Action Settlement and Directing Notice to the Settlement Class, (ECF No. ) ( Preliminary Approval Order ) that certified the Settlement Class only for purposes of and pursuant to the Settlement Agreement, preliminarily approved the Settlement Agreement, directed notice of the proposed settlement to the Settlement Class, and established a hearing date to consider the final approval of the Settlement Agreement, Class Counsel s request - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

51 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 for service awards to the Settlement Class Representatives (the Service Awards ) and Class Counsel s Fee Request.. In the Preliminary Approval Order, the Court approved the Notice Program, the Notices and Claim Form, and found that the form, content and method of giving notice to the Settlement Class constitute the best practicable notice to the Settlement Class and are reasonable. A declaration confirming that the Notices have been ed, mailed, and distributed pursuant to the Notice Program and the Preliminary Approval Order has been filed with the Court. See Declaration of [ ]. The Court finds that the distribution of the Notices has been achieved pursuant to the Preliminary Approval Order and the Settlement Agreement.. The Notices and the Notice Program provided the best notice practicable under the circumstances to the Settlement Class Members and fully satisfied the requirements of due process under the United States Constitution and Federal Rule of Civil Procedure. Based on the evidence and information supplied to the Court in connection with the Final Approval Hearing held on [ ], the Court finds that the Notices were adequate and reasonable. The Court further finds that through the Notices, the Settlement Class Members have been apprised of the nature and pendency of the Consumer Action, the terms of the Settlement Agreement, as well as their rights to request exclusion, object, and/or appear at the final approval hearing.. The Court finds that Yapstone has complied with the requirements of U.S.C... The Court finds that the Settlement Class Representatives are similarly situated to absent Settlement Class Members and are typical of the Settlement Class and are adequate Settlement Class Representatives, and that Class Counsel and the Settlement Class Representatives have fairly and adequately represented the Settlement Class. The Court grants final approval to its appointment of Settlement Class Representatives as provided in the Preliminary Approval Order at (ECF No. ), appointing as Settlement Class Representatives the Plaintiffs named in the First Amended Consolidated Class Action Complaint, - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

52 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 namely, Jonathan Koles, Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire.. For purposes of the Settlement and pursuant to the Settlement Agreement, the Court certifies the following Settlement Class under Fed. R. Civ. P. (a) and (b)(): All persons and entities who were sent an Incident Notice. Excluded from the Settlement Class is any judge presiding over this matter and any members of their first degree relatives, judicial staff, the officers and directors of Yapstone, and persons who timely and validly request exclusion from the Settlement Class.. Excluded from the Settlement Class are those persons identified in Exhibit to the Declaration of [ ], who submitted timely and valid requests for exclusion from the Class ( Opt-Outs ). The list of Opt-Outs is attached to this Final Judgment as Exhibit. Opt-Outs shall not receive any benefits of the Settlement Agreement and shall not be bound by this Final Judgment. 0. For purposes of the Settlement and pursuant to the Settlement Agreement, the Court finds that the Settlement Class defined above satisfies the requirement of Fed. R. Civ. P. (a) and (b)() in that: (a) the Settlement Class is so numerous that joinder of all Settlement Class Members would be impracticable; (b) there are issues of law and fact that are common to the Settlement Class; (c) the claims of the Settlement Class Representatives are typical of and arise from the same operative facts and seek similar relief as the claims of the Settlement Class Members; (d) the Settlement Class Representatives and Class Counsel have fairly and adequately protected the interests of the Settlement Class, as the Settlement Class Representatives have no interest antagonistic to or in conflict with the Settlement Class and have retained experienced and competent counsel to prosecute this matter on behalf of the Settlement Class; (e) questions of law or fact common to Settlement Class Members predominate over any questions affecting only individual members; and (f) a class action and class settlement are superior to other methods available for a fair and efficient resolution of this controversy.. The Court approves the settlement of the Consumer Action as set forth in the Settlement Agreement and finds that the settlement is in all respects fair, reasonable, adequate - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

53 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 and is in the best interests of the Settlement Class members. The Court further finds that the Settlement Agreement was the product of an arm s-length negotiation conducted in good faith by the Parties and their experienced counsel. The Court directs the Parties to perform in accordance with the terms of the Settlement Agreement and the Orders of this Court.. The Court approves the Settlement Consideration described in, and pursuant to, the Settlement Agreement. The Court orders Yapstone to distribute the Settlement Fund on behalf of the Settlement Class, equally, to the following Internal Revenue Code 0(c)() non-profit organizations: Public Justice and the UC Berkeley School of Information, Center for Long-Term Cybersecurity. The Court further orders Yapstone to commence ProtectMyID Services for Redemption Claimants in accordance with the Settlement Agreement, and to provide all other Considerations set forth in the Settlement Agreement.. The Court finds that the Parties face significant risks, expenses, delays and uncertainties, including as to the outcome, including on appeal, of continued litigation of this complex matter, which further supports the Court s finding that the Settlement Agreement is fair, reasonable, adequate and in the best interests of the Settlement Class Members. The Court finds that the uncertainties of continued litigation in both the trial and appellate courts, as well as the tremendous expense associated with it, weigh in favor of approval of the settlement reflected in the Settlement Agreement.. The Court has reviewed all objections to Settlement Agreement, the Fee Request, or the Service Awards Request filed with the Court or submitted by Class Counsel with the Motion for Final Approval. These objections are hereby found to be without merit and are overruled.. As of the Effective Date, the Releasing Parties shall automatically be deemed to have fully and irrevocably released and forever discharged the Released Parties of and from any and all Released Claims.. As of the Effective Date, the Released Parties will be deemed to have completely released and forever discharged the Releasing Parties and Class Counsel from and for any and all - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

54 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys fees, losses, expenses, obligations, or demands, of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the future to have, relating to the institution, prosecution, or settlement of the Consumer Action.. For the avoidance of doubt, the Released Claims include any existing or potential claims that a Releasing Party under the law of any jurisdiction, including, without limitation, those arising under state or federal law of the United States (including, without limitation, any causes of action under Cal. Bus. & Prof. Code 00, et seq., Cal. Civ. Code.0, et seq., N.J.S.A. :-, et seq., Minn. Stat. F., et seq., Minn. Stat.., et seq., Minn. Stat. D., et seq., Minn. Stat. E., et seq., N.J.S.A. :-, et seq., Nev. Rev. Stat..0, et seq., Nev. Rev. Stat..00, et seq., N.R.S. 0A.00, et seq., and any similar statutes or data breach notification statutes in effect in the United States or in any states in the United States); causes of action under the common or civil laws of any state in the United States, including but not limited to: unjust enrichment, negligence, bailment, conversion, negligence per se, breach of contract, breach of implied contract, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, misrepresentation (whether fraudulent, negligent, or innocent), fraudulent concealment or nondisclosure, invasion of privacy, public disclosure of private facts, and misappropriation of likeness and identity; any causes of action based on privacy rights provided for under the constitutions of the United States or of any states in the United States; and also including, but not limited to, any and all claims in any state or federal court of the United States, for damages, injunctive relief, restitution, disgorgement, declaratory relief, equitable relief, attorneys fees, costs, and expenses, pre-judgment interest, credit or financial account monitoring services, identity theft insurance, the creation of a fund for future damages, statutory penalties, restitution, the appointment of a receiver, and any other form of relief. The - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

55 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 Released Claims do not include any claims arising from or relating to any conduct by a Releasing Party after the date the Agreement is executed.. It is the intention of the Parties and the Settlement Class Members that, upon the Effective Date, each of the Releasing Parties shall be deemed to have, and by operation of the Final Judgment shall have, expressly waived and relinquished, to the fullest extent permitted (a) by section of the California Civil Code, or (b) by any law of any state or territory of the United States, federal law, or principle of common law which is similar, comparable, or equivalent to section of the California Civil Code, the provisions, rights and benefits of any statute or law which might otherwise render a general release unenforceable with respect to unknown claims. Section of the California Civil Code reads: Section. General Release, extent. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Each of the Releasing Parties shall be deemed to have acknowledged, and by operation of the Final Judgment acknowledges, that he/she/it is aware that he/she/it may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Released Claims, but it is his/her/its intention to, and each of them shall be deemed upon the Effective Date to have, waived and fully, finally, and forever settled and released any and all Released Claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-contingent, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts.. The Settlement Class Representatives and other Settlement Class Members shall be enjoined from prosecuting any claim they have released in the Settlement Agreement and as set forth in the preceding paragraphs in any proceeding against any of the Released Parties or based on any actions taken by any of the Released Parties that are authorized or required by the Settlement Agreement or by the Final Judgment. It is further agreed that the settlement may be - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

56 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 pleaded as a complete defense to any proceeding subject to the releases set forth in the Settlement Agreement and this Final Judgment. 0. This Final Judgment shall not be: () construed as an admission or concession by Yapstone of the truth of any of the allegations in the Consumer Action, or of any liability, fault or wrongdoing of any kind; or () construed as an admission or concession by the Settlement Class Representatives or the Settlement Class as to any lack of merit of the claims or the Consumer Action.. The Settlement Agreement shall not constitute, and will not under any circumstances be deemed to constitute, an admission of wrongdoing or liability by any Party, such wrongdoing and liability being expressly denied and no final adjudication having been made. The Parties have entered into the Settlement Agreement solely as a compromise of all claims for the purpose of concluding the disputes between them, and the Settlement Agreement may not be used by any third party against any Party. Pursuant to Federal Rule of Evidence 0, the entering into and carrying out of the Settlement Agreement, and any negotiations or proceedings related to it, shall not be construed as, or deemed evidence of, an admission or concession by any of the Parties or a waiver of any applicable statute of limitations, and shall not be offered or received into evidence in any action or proceeding against any Party in any court, administrative agency or other tribunal for any purpose whatsoever.. Notwithstanding the foregoing, nothing in this Final Judgment shall be interpreted to prohibit the use of this Final Judgment in a proceeding to consummate or enforce the Settlement Agreement or Final Judgment, or to defend against the assertion of Released Claims in any other proceeding, or as otherwise required by law.. Class Counsel have moved for an award for attorneys fees, costs, and expenses. Pursuant to Rules (h)() and (d) of the Federal Rules of Civil Procedure, and having reviewed the Fee Request, supporting memorandum and associated papers and having considered the factors for assessing the reasonableness of a class action fee request, the Court makes the following findings of fact and conclusions of law: - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

57 Case :-cv-0-jsw Document - Filed 0/0/ Page 0 of 0 0 a. The Settlement confers monetary cy pres and non-monetary benefits on the Settlement Class that are substantial when assessed in light of the risk of establishing liability and damages in this case; b. There were objections by Settlement Class Members to the Settlement and/or Fee Request and such objections are overruled; c. Class Counsel have effectively and efficiently prosecuted this difficult and complex class action on behalf of members of the Settlement Class, on a wholly contingent basis and with no guarantee they would be compensated for the significant time, resources, and expenses devoted to prosecuting the case; d. Class Counsel undertook numerous and significant risks of nonpayment in connection with the prosecution of this action on behalf of the Settlement Class; e. Class Counsel have reasonably expended over hours and incurred substantial out-of-pocket expenses in prosecuting this action, with no guarantee of recovery; f. The Settlement, which reflects a very successful outcome on behalf of the Settlement Class, was achieved for the benefit of the Settlement Class as a direct result of Class Counsel s skillful advocacy and high quality work on behalf of the Settlement Class; g. The Settlement was reached following negotiations held in good faith, in the absence of collusion and under the supervision of a highly skilled mediator, former Judge Richard Kramer; h. Settlement Class Members were advised in the Notice, which Notice was approved by this Court, that Class Counsel intended to move for an award of attorneys fees, costs and expenses in an amount up to $00,000, which would be paid by Yapstone, separate and apart from the benefits to Settlement Class Members provided under the Settlement; - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

58 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 i. Class Counsel has moved for an award of attorneys fees, costs and expenses in the amount of $, which motion has been on the docket and publicly available since ; j. Under the Settlement Agreement, the finality of the Settlement is not dependent upon an award of attorneys fees, costs, and expenses; k. The hourly rates used by Class Counsel in calculating lodestar and the number of hours expended in prosecuting the case for the benefit of the Settlement Class are reasonable, as is the lodestar amount submitted by Class Counsel, which the Court has considered as one factor in evaluating the fee request. The expenses necessarily incurred by Class Counsel as shown in Class Counsel s request for an award of attorneys fees, costs and expenses are reasonable; and l. In light of the factors and findings described above, Class Counsel s Fee Request is within the applicable range of reasonable awards.. Accordingly, Class Counsel are hereby awarded attorneys fees, costs and expenses in the amount of $. The Court finds this award to be fair and reasonable. The Fee Award shall be paid to Class Counsel in accordance with the terms of the Settlement Agreement. Class Counsel is solely responsible for distributing the Fee Award to any attorney that may claim entitlement to attorneys fees, costs, or expenses in the Consumer Action. Yapstone and the Released Parties are not responsible for Class Counsel s allocation of the Fee Award.. Class Counsel have also requested that Service Awards be approved and paid to Class Representatives in recognition of their services provided for the benefit of the Settlement Class. The Court, having reviewed the Service Award Request, as well as the supporting memorandum and associated papers, hereby finds that the following service awards are fair, reasonable and appropriate in light of the service each Class Representative has provided on behalf of and for the benefit of the Settlement Class, and are hereby approved: () a service award payment in the amount of $ to each of the Class Representatives Jonathan Koles, [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

59 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire. Yapstone is directed to make such Service Award payments into a bank account to be designated by Class Counsel in accordance with the terms of the Settlement Agreement and this Final Judgment.. At any time after entry of this Final Judgment, the Settlement Agreement may, with approval of the Court, be modified by written agreement of Defense Counsel and Class Counsel in their discretion without giving any additional notice to the Settlement Class, provided that such modifications do not limit the rights of the Settlement Class Members under the Settlement Agreement.. The Court hereby dismisses the Consumer Action on the merits and with prejudice, without fees, costs, or expenses to any Party except as provided in this Final Judgment and any other Order awarding fees, costs, or expenses.. If the Effective Date, as defined in the Settlement Agreement, does not occur for any reason, this Final Judgment and the Preliminary Approval Order shall be deemed vacated and shall have no force and effect whatsoever.. If the Settlement Agreement is terminated, certification of the Settlement Class will be vacated, and the Parties will be returned to their positions status quo ante with respect to the Consumer Action as if the settlement had not been entered into. In such event, the Settlement Agreement and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Parties, and shall not be deemed or construed to be an admission or confession by or against any Party of any fact, matter, or proposition of law, whether in the Consumer Action or otherwise. 0. Pursuant to the All Writs Act, U.S.C., this Court shall retain the authority to issue any order necessary to protect its jurisdiction from any action, whether in state or federal court.. Without affecting the finality of this Final Judgment, the Court will retain jurisdiction over the subject matter and the Parties with respect to the interpretation and implementation of the Settlement Agreement for all purposes, including enforcement of any of its - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

60 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 terms at the request of any party and resolution of any disputes that may arise relating in any way to, or arising from, the implementation of the Settlement Agreement or the implementation of this Final Judgment.. This Final Judgment shall constitute a judgment for purposes of Rule of the Federal Rules of Civil Procedure.. Pursuant to Federal Rule of Civil Procedure (b), the Court determines that there is no just reason for delay and expressly DIRECTS that this Final Judgment be, and hereby is, entered as a final and appealable order. IT IS SO ORDERED. 0 Dated: HON. JEFFREY S. WHITE - - [PROPOSED] FINAL JUDGMENT - CASE NO. :-CV-0-JSW

61 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT C TO STIPULATION OF SETTLEMENT: CLAIM FORM CASE NO. :-cv-0-jsw

62 Case :-cv-0-jsw Document - Filed 0/0/ Page of In re Yapstone Data Breach Settlement ProtectMyID Claim Form You may quickly and easily file your ProtectMyID Claim Form online at You may submit this Claim Form only if you received a notice with a Claim Number which identified you as Redemption Claimant. A Redemption Claimant is a person entitled to make a Claim under this Settlement. You are a Redemption Claimant if you were sent an Incident Notice and your social security number, driver s license number, and/or passport number was among the PII potentially exposed in the Incident, and you did not sign up for the two-year complimentary credit protection and fraud resolution offer provided by Yapstone in the Incident Notice. You are only a Redemption Claimant, and able to submit this Claim Form, if you were sent Notice that Yapstone s records indicate you are a Redemption Claimant. Yes, I want to be enrolled in Experian s ProtectMyID identity monitoring services pursuant to this Settlement. I declare under penalty of perjury that I am a Redemption Claimant and that the information provided below is true and accurate. The deadline to submit this form is Month DD, 0. First Name: MI: Last Name: Claim Number: Address: Signature: Date:

63 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 EXHIBIT D TO STIPULATION OF SETTLEMENT: [PROPOSED] PRELIMINARY APPROVAL ORDER CASE NO. :-cv-0-jsw

64 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 0 In re Yapstone Data Breach Case No. :-CV-0-JSW Hon. Jeffrey S. White [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

65 Case :-cv-0-jsw Document - Filed 0/0/ Page of WHEREAS, a consolidated class action is pending before the Court entitled In re Yapstone Data Breach, Case No. :-CV-0-JSW; and WHEREAS, Plaintiffs (also referred to as Consumer Plaintiffs or Settlement Class Representatives for purposes of the Settlement Agreement), for themselves and on behalf of the Settlement Class, and Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) have entered into a Settlement Agreement, which, together with the exhibits attached thereto, sets forth the terms and conditions for a proposed settlement and dismissal of the Consumer Action with prejudice as to Yapstone for the claims of the Settlement Class upon the terms and conditions set forth in the Settlement Agreement, and the Court having read and considered the Settlement Agreement and exhibits attached thereto; This matter coming before the Court upon the agreement of the Parties and the motion of Plaintiffs seeking preliminary approval of the Settlement Agreement, good cause being shown, and the Court being fully advised in the premises, IT IS HEREBY ORDERED, DECREED, AND ADJUDGED AS FOLLOWS:. Terms and phrases in this order shall have the same meaning as ascribed to them in the Parties Settlement Agreement. Settlement Class Certification. A class (the Settlement Class ) is certified for settlement purposes only. a. The Settlement Class is defined to include: All persons or entities who were sent an Incident Notice. b. The Settlement Class satisfies the requirements for class certification under Fed. R. Civ. P. (a). It consists of approximately,00 individuals, there are questions of law or fact common to the Settlement Class, Plaintiffs claims are typical of those of the Settlement Class, and Plaintiffs will fairly and adequately protect the interests of the Settlement Class. c. In addition, the questions of law or fact common to the Settlement Class predominate over any individual questions, and the class action mechanism [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

66 Case :-cv-0-jsw Document - Filed 0/0/ Page of is superior to other available methods for the fair and efficient adjudication of this controversy. Consequently, the Settlement Class satisfies the requirements of Fed. R. Civ. P. (b)().. The Court hereby appoints Plaintiffs Jonathan Koles, Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire as Settlement Class Representatives.. The Court hereby appoints Tina Wolfson and Robert Ahdoot of Ahdoot & Wolfson, PC as Class Counsel as Class Counsel. Preliminary Approval. Plaintiffs have moved the Court for an order approving the settlement of the Consumer Action in accordance with the Settlement Agreement, which, together with the documents incorporated therein, sets forth the terms and conditions for a proposed settlement and dismissal of the Consumer Action with prejudice against Yapstone. The Court, having read and considered the Settlement Agreement and having heard the Parties and being fully advised in the premises, hereby preliminarily approves the Settlement Agreement in its entirety subject to the Final Approval Hearing referred to in Paragraph of this order.. This Court finds that it has jurisdiction over the subject matter of this action and over all Parties to the Consumer Action, including all members of the Settlement Class.. The Court finds that, subject to the Final Approval Hearing, the Settlement Agreement falls within the range of possible approval as fair, reasonable, adequate, and in the best interests of the Settlement Class as to their claims against Yapstone. The Court further finds that the Settlement Agreement substantially fulfills the purposes and objectives of the class action, and provides beneficial relief to the Settlement Class. The Court also finds that the Settlement Agreement: (a) is the result of serious, informed, non-collusive arms length negotiations involving experienced counsel familiar with the legal and factual issues of this case and made with the assistance of Hon. Richard Kramer (Ret.) of JAMS; (b) is sufficient to warrant notice of the settlement and the Final Approval Hearing to the Settlement Class; (c) meets all applicable requirements of law, including Federal Rule of Civil Procedure, and the Class [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

67 Case :-cv-0-jsw Document - Filed 0/0/ Page of Action Fairness Act ( CAFA ), U.S.C. ; and (d) is not a finding or admission of liability by Yapstone. Notice and Administration. Kurtzman Carson Consultants LLC ( KCC ) is hereby appointed as Settlement Administrator and shall perform all the duties of the Settlement Administrator as set forth in the Settlement Agreement and this order.. The Court finds that the notice plan and all forms of Notice to the Class as set forth in the Settlement Agreement and Exhibits E and G thereto (the Notice Program ) is reasonably calculated to, under all circumstances, apprise the members of the Settlement Class of the pendency of this action, the certification of the Settlement Class, the terms of the Settlement Agreement, and the right of members to object to the settlement or to exclude themselves from the Class. The Notice Program is consistent with the requirements of Rule and due process, and constitutes the best notice practicable under the circumstances. 0. The Court thus hereby approves the Notice Program, including the proposed Notice documents attached as Exhibits E and G to the Settlement Agreement. The Court also approves the plan for Claims administration, including the Claim Form attached as Exhibit C to the Settlement Agreement. The Parties may, by agreement, revise the Notice or Claim Form documents in ways that are not material, or in ways that are appropriate to update those documents for purposes of accuracy or formatting.. Pursuant to the Settlement Agreement, within ten (0) calendar days after the entry of the Preliminary Approval Order and to be substantially completed no later than the Notice Deadline, and subject to the requirements of the Settlement Agreement and this Preliminary Approval Order, the Parties shall coordinate with the Settlement Administrator to provide Notice pursuant to the Notice Program as follows: a. The Settlement Administrator shall send the Summary Notice via to all Settlement Class Members for whom Yapstone can ascertain an address from its records; [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

68 Case :-cv-0-jsw Document - Filed 0/0/ Page of b. In the event an address for a Settlement Class Member cannot be ascertained by Yapstone or the Settlement Administrator learns (through an bounce-back or otherwise) that the address in Yapstone s records is invalid, the Settlement Administrator shall send the Summary Notice via U.S. Mail to all Settlement Class Members for whom Yapstone can ascertain a mailing address from its records. For any Mail Notices that are returned undeliverable with forwarding address information, the Settlement Administrator shall r the Summary Notice to the updated address as indicated. For any U.S. Mailed Summary Notices that are returned undeliverable without forwarding address information, the Settlement Administrator shall use reasonable efforts to identify updated mailing addresses (such as running the mailing address through the National Change of Address Database) and r the Summary Notice to the extent updated addresses are identified. The Settlement Administrator need only make one attempt to r any Summary Notices that are returned as undeliverable; c. Publishing, on or before the Notice Date, the Long Form Notice on the Settlement Website, as specified in the Preliminary Approval Order and as set forth in the Declaration of the Settlement Administrator, attached hereto as Exhibit H; and d. Providing the Internet URL address of the Settlement Website ( in the Long Form Notice and the Summary Notice.. Redemption Claimants who wish to receive their benefits under the Settlement Agreement must complete and submit a valid Claim Form. All Claim Forms must be postmarked or received by the Settlement Administrator not later than one hundred and eighty (0) days after the Notice Deadline (the Claims Deadline ). [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

69 Case :-cv-0-jsw Document - Filed 0/0/ Page of Exclusion. Settlement Class Members who wish to exclude themselves from the Settlement Class for purposes of this Settlement may do so by submitting a request for exclusion to the Settlement Administrator not later than forty-five () days after the Notice Deadline (the Opt- Out Deadline ). The request for exclusion must comply with the exclusion procedures set forth in the Settlement Agreement and include from the Settlement Class Member (a) their full name (first, middle, last and any suffix); (b) address and mailing address; (c) a clear statement communicating that they elect to be excluded from the Settlement Class, do not wish to be a Settlement Class Member, and elect to be excluded from any judgment entered pursuant to the Settlement; (d) the case name and case number; and (e) their signature. A request for exclusion may not request exclusion of more than one member of the Settlement Class.. Any member of the Settlement Class who timely requests exclusion consistent with these procedures may not file an objection to the Settlement and shall be deemed to have waived any rights or benefits under this Settlement. However, Settlement Class Members who fail to submit a valid and timely request for exclusion shall be bound by all terms of the Settlement Agreement and the Final Judgment, regardless of whether they have requested exclusion from the Settlement. Objections. Any member of the Settlement Class who has not timely filed a request for exclusion may object to the granting of final approval to the settlement. Settlement Class Members may object on their own, or may do so through separate counsel at their own expense.. Any written objection to the Settlement must: (i) provide identifying information of the objector, including the full legal name, address, phone number, and the same contact information for any counsel representing the objector; (ii) clearly identify the case name and number; (iii) include a statement containing the basis and reasons for the objection, and the amount of time for speaking that will be requested by the objector at the Fairness Hearing; (iv) be submitted to the Court by filing the written objection through the Court s Case [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

70 Case :-cv-0-jsw Document - Filed 0/0/ Page of Management/Electronic Case Files system, by mailing the written objection to the Class Action Clerk for United States District Court for the Northern District at 0 Clay Street, Oakland, California, or by filing the written objection in person at any location of the United States District Court for the Northern District of California; and (v) be filed or postmarked on or before the motion for final approval deadline provided in the Court s Preliminary Approval Order. If the objector is represented by counsel, said counsel shall request admission to the Northern District of California for the purposes of the objection.. Any member of the Settlement Class who fails to file and serve a timely written objection in compliance with the requirements of this order and the Settlement Agreement shall be deemed to have waived any objections and shall be foreclosed from making any objections (whether by appeal or otherwise) to the Settlement. Fairness Hearing. A fairness hearing (the Final Approval Hearing or Fairness Hearing ) shall be held before this Court on in Courtroom on the nd Floor of the Oakland Courthouse, 0 Clay Street, Oakland, CA to consider: (a) whether the proposed settlement of the Consumer Action on the terms and conditions provided for in the Settlement Agreement is fair, reasonable and adequate and should be given final approval by the Court; (b) whether a final judgment should be entered; (c) whether to award payment of attorneys fees, costs, and expenses to Class Counsel and in what amount; and (d) whether to award payment of a service award to the Settlement Class Representatives and in what amount. The Court may adjourn the Fairness Hearing without further notice to Class Members.. By no later than fourteen () days prior to the Objection Deadline, papers supporting the Fee Award shall be filed with the Court and posted to the settlement website. 0. Papers in support of final approval of the Settlement Agreement shall be filed with the Court no later than days prior to the Objection Deadline. Further Matters. In order to protect its jurisdiction to consider the fairness of the Settlement [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

71 Case :-cv-0-jsw Document - Filed 0/0/ Page of Agreement and to enter a final order and judgment having binding effect on all Settlement Class Members, the Court hereby enjoins all members of the Settlement Class, and anyone who acts or purports to act on their behalf, from pursuing all other proceedings in any state or federal court that seeks to address rights or claims of any Released Party or Settlement Class Member relating to, or arising out of, any of the Released Claims.. Settlement Class Members shall be bound by all determinations and judgments in the Consumer Action concerning the Consumer Action and/or Settlement Agreement, whether favorable or unfavorable.. All discovery and pretrial proceedings and deadlines are stayed and suspended until further notice from the Court, except for such actions as are necessary to implement the Settlement Agreement and this Order.. In the event that the Settlement Agreement is terminated pursuant to the provisions of the Settlement Agreement, then certification of the Settlement Class will be vacated (if applicable), and the Parties will be returned to their positions status quo ante with respect to the Consumer Action as if the Settlement had not been entered into. In the event the Final Judgment is not achieved: (a) any court orders preliminarily or finally approving the certification of any Class contemplated by the Settlement and any other orders entered pursuant to the Settlement Agreement shall be null, void, and vacated, and shall not be used or cited thereafter by any person or entity in support of claims or defenses or in support of or in opposition to a class certification motion; and (b) the Settlement Agreement will become null and void (with the exception Paragraphs and 00 therein) and shall have no force or effect, the Parties shall not be bound by the Settlement, the Parties will be returned to their respective positions existing immediately before the execution of the Settlement, and all of the Parties respective pre-settlement claims and defenses will be preserved, and the fact of the Settlement, that Yapstone did not oppose the certification of any class under the Settlement, or that the Court approved the certification of a Settlement Class, shall not be used or cited thereafter by any person or entity, including in any contested proceeding relating to the certification of any class. [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

72 Case :-cv-0-jsw Document - Filed 0/0/ Page 0 of IT IS SO ORDERED. Dated: HON. JEFFREY S. WHITE [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVING NOTICE PROGRAM - CASE NO. :-CV-0-JSW

73 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT E TO STIPULATION OF SETTLEMENT: LONG FORM NOTICE CASE NO. :-cv-0-jsw

74 Case :-cv-0-jsw Document - Filed 0/0/ Page of UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. A federal court authorized this Notice. It is not a solicitation from a lawyer. A settlement has been reached with Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) in a class action lawsuit related to its discovery that personally identifiable information ( PII ) of some users may have been exposed through unsecured URLs between July, 0 and August, 0 (the Incident ). Yapstone sent potentially affected users a written notice of the Incident in September 0 (the Incident Notices ). You may be included in this settlement and eligible for benefits if you received an Incident Notice from Yapstone. Your rights are affected whether you act or don t act. Read this Notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM DEADLINE: [DATE] ASK TO BE EXCLUDED DEADLINE: [DATE] OBJECT TO THE SETTLEMENT DEADLINE: [DATE] GO TO A HEARING ON [DATE] DO NOTHING This is the only way for qualifying users to receive twelve months of Experian ProtectMyID services paid for by Yapstone. If you submit a Claim Form, you will give up the right to sue Yapstone in a separate lawsuit about the claims this Settlement resolves. This is the only option that allows you to sue, continue to sue, or be part of another lawsuit against Yapstone related to the legal claims this Settlement resolves. However, you will give up the right to get benefits from this Settlement. If you do not exclude yourself from the Settlement, you may object to it by writing to the Court about why you don t like the Settlement. You may object to the Settlement and ask the Court for permission to speak at the Fairness Hearing about your objection. Unless you exclude yourself, you are automatically part of this Settlement. If you do nothing, you will not get any benefits from this Settlement and you will give up the right to sue, continue to sue, or be part of another lawsuit against Yapstone about the legal claims resolved by this Settlement. These rights and options and the deadlines to exercise them are explained in this Notice. The Court in charge of this case still has to decide whether to approve the Settlement. QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

75 Case :-cv-0-jsw Document - Filed 0/0/ Page of WHAT THIS NOTICE CONTAINS BASIC INFORMATION PAGE. Why was this Notice issued?. What is this lawsuit about?. Why is this case a class action?. Why is there a Settlement? WHO IS INCLUDED IN THE SETTLEMENT PAGE. How do I know whether I am part of the Settlement?. Are there exceptions to being included?. What if I am still not sure whether I am part of the Settlement? THE SETTLEMENT BENEFITS WHAT YOU GET IF YOU QUALIFY PAGE. What does the Settlement provide? HOW TO GET SETTLEMENT BENEFITS SUBMITTING A CLAIM FORM PAGE. How do I get benefits? 0. When would I receive my benefits?. What if my name or address changes after I submit a Claim Form?. What rights am I giving up to stay in the Settlement Class?. What are the Released Claims? THE LAWYERS REPRESENTING YOU PAGE. Do I have a lawyer in this case?. How will the lawyers be paid? EXCLUDING YOURSELF FROM THE SETTLEMENT PAGE. How do I get out of the Settlement?. If I exclude myself, can I still get benefits from this Settlement?. If I do not exclude myself, can I sue Yapstone for the same claims later? OBJECTING TO THE SETTLEMENT PAGE. How do I tell the Court that I do not like the Settlement? 0. May I come to Court to speak about my objection?. What is the difference between objecting to the Settlement and asking to be excluded from it? THE COURT S FAIRNESS HEARING PAGE. When and where will the Court decide whether to approve the Settlement?. Do I have to come to the hearing?. May I speak at the hearing? IF YOU DO NOTHING PAGE. What happens if I do nothing at all? GETTING MORE INFORMATION PAGE. How do I get more information? QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

76 Case :-cv-0-jsw Document - Filed 0/0/ Page of. Why was this Notice issued? BASIC INFORMATION A federal court authorized this Notice because you have a right to know about the proposed Settlement of this class action and about all of your options before the Court decides whether to grant final approval of the Settlement. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, and who can get them. Judge Jeffrey S. White of the United States District Court for the Northern District of California is overseeing this class action. The case is known as In re Yapstone Data Breach, Case No. :-cv-0 (the Consumer Action ). The people that filed this lawsuit are called the Plaintiffs and the company they sued, Yapstone Holdings, Inc., is called the Defendant.. What is this lawsuit about? Yapstone discovered that certain PII of its users may have been exposed through unsecured online unique resource locators ( URLs ), or web addresses, when users submitted applications to use its payment processing platform. PII including the name, address, date of birth, and bank account information and in some cases, social security numbers, driver s license numbers, and/or passport numbers, if provided by the applicant may have been exposed between July, 0 and August, 0. In September 0, Yapstone sent an Incident Notice to potentially affected users to notify them of the Incident and offered two years of complimentary credit protection and fraud resolution. Plaintiffs claim that Yapstone maintained inadequate data security practices, delayed in notifying users of the Incident, violated various state statutes, breached implied contracts, and unfairly profited from users. Yapstone denies all of the allegations made in the lawsuit.. Why is this case a class action? In a class action, one or more people called Class Representatives or Plaintiffs (in this case, Jonathan Koles, Christopher Bonnema, Daniel Adams, James Mitchell, and Robert McGuire) sue on behalf of other people with similar claims. The people with similar claims are called the Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class.. Why is there a settlement? The Court did not decide in favor of the Plaintiffs or Defendant. Instead, both sides agreed to a settlement (the Settlement ). This way, they avoid the cost and burden of a trial and the people affected can get benefits. The Class Representatives and their attorneys think the Settlement is best for all Settlement Class Members. WHO IS INCLUDED IN THE SETTLEMENT. How do I know whether I am part of the Settlement? If you received a notice in the mail or by , Yapstone s records indicate that you are included in the Settlement Class. More specifically, the Settlement Class includes all persons and entities that Yapstone sent an Incident Notice to. Also, you are eligible to receive ProtectMyID Services from the Settlement if you were sent an Incident Notice and your social security number, driver s license number, and/or passport number was among the PII potentially exposed, and you did not sign up for the credit protection and fraud resolution offer from Yapstone in the Incident Notice ( Redemption Claimants ).. Are there exceptions to being included? Yes. The Settlement does not include any judge presiding over this matter and any members of their first degree relatives, judicial staff, and the officers and directors of Yapstone.. What if I am still not sure whether I am part of the Settlement? If you are not sure whether you are included, call -XX-XXX-XXXX or go to for more information. QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

77 THE SETTLEMENT BENEFITS WHAT YOU GET IF YOU QUALIFY. What does the Settlement provide? The Settlement provides credit protection services, a Settlement Fund, and additional data security measures. First, Redemption Claimants may file a claim for twelve months of Experian s ProtectMyID identity monitoring services. The ProtectMyID services include: (a) a free Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identify theft resolution and ProtectMyID ExtendCARE TM ; and (d) one million dollars in identity theft insurance. Second, a $0,000 Settlement Fund has been established and will be distributed, equally, to two non-profit organizations: Public Justice ( and the UC Berkeley School of Information, Center for Long-Term Cybersecurity ( Finally, Yapstone has agreed to implement certain data security measures, including expedited compliance with industry standards, designation of a Chief Information Security Officer, certain risk assessment and monitoring procedures, continued updates regarding to its privacy policy, and education and training of its workforce on the importance of the privacy and security of the Settlement Class Members PII.. How do I get benefits? Case :-cv-0-jsw Document - Filed 0/0/ Page of HOW TO GET SETTLEMENT BENEFITS SUBMITTING A CLAIM FORM To receive ProtectMyID services from Yapstone, Redemption Claimants must submit a Claim Form online or by mail by [DATE]. A Claim Form is included with this notice and may be submitted by U.S. Mail. Claim Forms may also be obtained and submitted online at Claim Forms are also available by calling -XX-XXX-XXXX, or by writing to the Settlement Administrator at In re Yapstone Data Breach Settlement Administrator, P.O. Box XXXXX, College Station, TX ZIP. 0. When will I receive my benefits? The Court will hold a Fairness Hearing on [DATE] to decide whether to grant final approval of the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether appeals will be filed and, if so, how long it will take to resolve them. Settlement benefits will be provided as soon as possible, if and when the Court grants final approval to the Settlement and after any appeals are resolved.. What if my name or address changes after I submit a Claim Form? If your name or address needs to be corrected, you must send a letter to the Settlement Administrator at In Re Yapstone Data Breach Settlement Administrator, P.O. Box XXXXX, College Station, TX ZIP.. What rights am I giving up to stay in the Settlement Class? Unless you exclude yourself, you are staying in the Settlement Class. If the Settlement is approved and becomes final, all of the Court s orders will apply to you and legally bind you. You won t be able to sue, continue to sue, or be part of any other lawsuit against Yapstone about the issues in this case, but you will be able to submit a Claim Form to receive benefits from this Settlement. The rights you are giving up are called Released Claims.. What are the Released Claims? If and when the Settlement becomes final, Settlement Class Representatives and all Settlement Class Members who do not timely and properly exclude themselves from the Settlement Class, and each of their respective heirs, assigns, beneficiaries, and successors, will permanently release the Released Parties from any and all liabilities, rights, claims, actions, causes of action, demands, damages, penalties, costs, attorneys fees, expenses losses, and remedies, whether known or unknown, existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that result from, arise out of, are based upon, or relate to the Incident that were or could have been alleged in the Consumer Action, including, without limitation, any claims, actions, causes of action, demands, damages, penalties, losses, or remedies relating to, based upon, resulting from, or arising out of: () any alleged theft, exposure or disclosure of Settlement Class Members PII; () Yapstone s maintenance and storage of Settlement Class Members PII; () Yapstone s information security policies and QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

78 Case :-cv-0-jsw Document - Filed 0/0/ Page of practices; and () Yapstone s Incident Notice to Settlement Class Members, and its handling of notices during that period. Released Parties means Yapstone and Yapstone s enterprise and consumer customers involved in the Incident (e.g., Homeaway) and each of their present and former parents, subsidiaries, divisions, affiliates, predecessors, successors, and assigns, and the present and former directors, officers, employees, agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, predecessors, successors, and assigns of each of them. The specific claims you will be releasing, including the provisions of California Civil Code, are described in paragraphs of the Settlement Agreement, available at Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU Yes. Judge White appointed Tina Wolfson and Robert Ahdoot of Ahdoot & Wolfson, PC as Class Counsel to represent you and other Settlement Class Members. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.. How will the lawyers be paid? Class Counsel will ask the Court for attorneys fees, costs, and expenses of up to $00,000, as well as a $,000 Service Award for each of the five Settlement Class Representatives. The Court may award less than these amounts. All of these amounts, as well as the costs of administering the Notice and claims program, will be paid separately by Yapstone. EXCLUDING YOURSELF FROM THE SETTLEMENT If you want to keep the right to sue or continue to sue Yapstone about the legal claims in this case, and you do not want to receive the ProtectMyID services provided by this Settlement, you must take steps to get out of the Settlement. This is called excluding yourself or opting out of the Settlement.. How do I get out of the Settlement? To exclude yourself from the Settlement, you must mail a written request for exclusion to the Settlement Administrator. Your letter must include: () your full name; () your address and current mailing address; () a statement indicating you want to be excluded from the Settlement Class, do not wish to be a Settlement Class Member, and elect to be excluded from any judgment entered in connection with this Settlement; () the name and number of this case, In re Yapstone Data Breach, Case No. :-cv-0; and () your signature. Your request for exclusion must be mailed to the Settlement Administrator at the address below and postmarked no later than [DATE]: In re Yapstone Data Breach Settlement Administrator P.O. Box XXXXX, College Station, TX ZIP. If I exclude myself, can I still get benefits from this Settlement? No. If you exclude yourself, you are telling the Court that you don t want to be part of the Settlement. You can only receive the ProtectMyID services if you stay in the Settlement (i.e. do not exclude yourself), are a Redemption Claimant and file a Claim Form.. If I do not exclude myself, can I sue Yapstone for the same claims later? No. Unless you exclude yourself, you are giving up the right to sue Yapstone and the Released Parties for the legal claims that this Settlement resolves. You must exclude yourself from this lawsuit to start or continue with your own lawsuit or be part of any other lawsuit against Yapstone or any of the Released Parties about the legal claims resolved by this Settlement. OBJECTING TO THE SETTLEMENT QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

79 Case :-cv-0-jsw Document - Filed 0/0/ Page of You can tell the Court if you don t agree with the Settlement or any part of it.. How do I tell the Court that I do not like the Settlement? If you are a Settlement Class Member, you can object to the Settlement if you do not like it or a portion of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. The Court can only approve or reject the settlement. It cannot make changes to the terms of the settlement. To object, you must submit a written objection to the Court that includes: () your full name, address, and telephone number; () the name, address and telephone number of the attorney representing you in your objection, if applicable; () the case name and number, In re Yapstone Data Breach, Case No. :-cv-0; () the reasons why you object to the Settlement; () a statement indicating whether you and/or your attorney intend to appear at the Court s Fairness Hearing and the amount of time requested for speaking; and () your signature. Your objection must be filed with the Court electronically or in person at any location of the U.S. District Court for the Northern District of California by [DATE] or mailed to the Class Action Clerk, U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California, postmarked by [DATE]. 0. May I come to Court to speak about my objection? Yes. You or your attorney may speak at the Fairness Hearing about your objection. To do so, your objection must include the information required above and be postmarked or filed by [DATE].. What is the difference between objecting to the Settlement and asking to be excluded from it? Objecting is simply telling the Court that you don t like something about the Settlement. You can object only if you remain a member of the Settlement Class (that is, do not exclude yourself). Excluding yourself is telling the Court that you don t want to be part of the Settlement. If you exclude yourself, you cannot object because the Settlement no longer affects you. THE COURT S FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you don t have to.. When and where will the Court decide whether to approve the Settlement? The Court will hold a Fairness Hearing at _:.m. on [DATE] at the U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California. The date of this Hearing may change without further notice. Settlement Class Members should check the Settlement Website and the Court docket in this case through the Court s Public Access to Court Electronic Records (PACER) system at to confirm that the date of the Fairness Hearing has not been changed. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. It will also consider whether to approve Class Counsel s request for an award of attorneys fees, expenses, and costs (up to $00,000), as well as Service Awards for each of the five Class Representatives (up to $,000 for each Class Representative). If there are objections, the Court will consider them. Judge White will listen to people who have asked to speak at the hearing (see Question 0 above). After the hearing, the Court will decide whether to approve the Settlement.. Do I have to come to the hearing? No. Class Counsel will answer any questions Judge White may have. However, you are welcome to come to the hearing at your own expense. If you send an objection, you do not have to come to court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but that is not necessary.. May I speak at the hearing? Yes. You may ask the Court for permission to speak at the Fairness Hearing (see Question 0 above). QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

80 Case :-cv-0-jsw Document - Filed 0/0/ Page of. What happens if I do nothing at all? IF YOU DO NOTHING If you are a member of the Settlement Class and you do nothing, you will give up the rights explained in Questions, including your right to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Yapstone and the Released Parties about the legal issues in this case. In addition, if you are a Redemption Claimant, you will not receive the twelve months of ProtectMyID services available as a benefit of this Settlement.. How do I get more information? GETTING MORE INFORMATION This Notice summarizes the proposed Settlement. Complete details are provided in the Settlement Agreement. The Settlement Agreement and other related documents are available at Additional information is also available by calling -XX-XXX-XXXX or by writing to In re Yapstone Data Breach Settlement Administrator, P.O. Box XXXXX, College Station, TX ZIP, or by contacting Class Counsel at ---. Publicly-filed documents can also be obtained by visiting the office of the Clerk of the United States District Court for the Northern District of California, at 0 Clay Street, Oakland, CA, between :00 a.m. and :00 p.m., Monday through Friday, excluding Court holidays, or by reviewing the Court s online docket on the Court s Public Access to Electronic Records (PACER) system at Please do not telephone the Court or the Court Clerk s Office to inquire about this Settlement or the Claim Process. QUESTIONS? CALL -XX-XXX-XXXX TOLL-FREE OR VISIT

81 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT F TO STIPULATION OF SETTLEMENT: SETTLEMENT ADMINISTRATION PROTOCOL CASE NO. :-cv-0-jsw

82 Case :-cv-0-jsw Document - Filed 0/0/ Page of Settlement Administration Protocol This Settlement Administration Protocol (the Protocol ) is a part of the Settlement Agreement and Release ( Settlement Agreement or Agreement ) and shall be used by the Settlement Administrator to review, address, implement, and process those Claim Forms submitted pursuant to the Settlement Agreement and otherwise implement the terms of the Claims process and Notice procedure in the Settlement Agreement. All capitalized terms used in this Protocol shall have the same meaning given to them in the Settlement Agreement. To the extent there is any conflict between the Settlement Agreement and this Protocol, the Settlement Agreement shall govern.. Settlement Administrator s General Responsibilities and Duties (a) (b) (c) (d) (e) The Settlement Administrator must consent, in writing, to serve and shall abide by the obligations of the Settlement Agreement, this Protocol, and the Orders issued by the Court. The Settlement Administrator shall be reimbursed by Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) separate and apart from the Settlement Fund, for reasonable costs, fees, and expenses of providing Notice to the Settlement Class and administering the Settlement ( Settlement Administrator Charges ) in accordance with the Settlement Agreement and the contract executed with the Settlement Administrator with respect to its services in the Consumer Action and to this Settlement (the Contract ). The Settlement Administrator warrants that it knows of no reason why it cannot fairly and impartially administer the Notice or Claims processes set forth in the Settlement Agreement. The Settlement Administrator shall perform other functions reasonably related to administration of the Settlement at the agreedupon written instructions of both Class Counsel and Yapstone. Within five () calendar days after the Notice Deadline, the Settlement Administrator shall provide Class Counsel and Yapstone with one or more affidavits that attest to implementation of the Notice Program in accordance with the Preliminary Approval Order. Class Counsel shall file such affidavit(s) with the Court as an exhibit to or in conjunction with Settlement Class Representatives motion for final approval of the Settlement.

83 Case :-cv-0-jsw Document - Filed 0/0/ Page of (f) (g) (h) (i) The Settlement Administrator shall keep a clear and careful record of all communications with Settlement Class Members, all Claim Forms, all expenses, and all tasks performed in administering the Claims process. The Settlement Administrator shall provide weekly reports that summarize the number of Claims and written notifications of exclusion received that week, the total number of claims and written notifications of exclusion received to date, the number of any Claims approved and denied that week, the total number of Claims approved and denied to date, and other pertinent information as requested by Class Counsel and Defense Counsel. No later than five () business days after the Opt-Out Deadline, the Settlement Administrator shall provide to Class Counsel and Defense Counsel a complete exclusion list together with copies of the exclusion requests. The Settlement Administrator shall take all reasonable efforts to administer the Notice and Claims process efficiently and to avoid unnecessary fees and expenses. As soon as work commences, the Settlement Administrator shall provide a detailed written accounting of all fees and expenses on a regular basis to Class Counsel and Defense Counsel, and shall respond promptly to inquiries by Class Counsel and Defense Counsel concerning the Settlement Administration Charges. The Parties are entitled to observe and monitor the performance of the Settlement Administrator to assure compliance with the Settlement Agreement and this Protocol. The Settlement Administrator shall promptly provide a complete response and/or any and all materials in its possession following an inquiry and request for information made by Yapstone, Defense Counsel, or Class Counsel.. Settlement Administrator s Duties Regarding Settlement Class Notice (a) (b) As directed by Yapstone, the Settlement Administrator shall serve a notice of the proposed Settlement on appropriate state officials in accordance with the requirements under the Class Action Fairness Act ( CAFA ). No later than seven () calendar days after entry of the Preliminary Approval Order, the Settlement Administrator shall obtain from

84 Case :-cv-0-jsw Document - Filed 0/0/ Page of Yapstone and securely maintain the names, mailing addresses, and/or addresses of Settlement Class Members for the purpose of sending Notice and mail Notice, to the extent that such information is reasonably available from Yapstone s records. (c) No later than seven () calendar days after entry of the Preliminary Approval Order, the Settlement Administrator shall obtain from Yapstone information necessary to establish a reasonably practical procedure to verify the Redemption Claimants, and shall, for each Settlement Class Member, indicate whether he or she is a Redemption Claimant. (d) The Settlement Administrator shall send the Summary Notice via e- mail to all Settlement Class Members for whom Yapstone can ascertain an address from its records. (e) (f) In the event an address for a Settlement Class Member cannot be ascertained by Yapstone or the Settlement Administrator learns that the address in Yapstone s records is invalid, the Settlement Administrator shall send the Summary Notice via U.S. Mail to all Settlement Class Members for whom Yapstone can ascertain a mailing address from its records. For any Mail Notices that are returned undeliverable with forwarding address information, the Settlement Administrator shall r the Summary Notice to the updated address as indicated. For any U.S. Mailed Summary Notices that are returned undeliverable without forwarding address information, the Settlement Administrator shall use reasonable efforts to identify updated mailing addresses (such as running the mailing address through the National Change of Address Database) and r the Summary Notice to the extent updated addresses are identified. The Settlement Administrator need only make one attempt to r any Summary Notices that are returned as undeliverable. Fifteen () days before the Claims Deadline, the Settlement Administrator shall send to all Redemption Claimants who have not made a Claim, an reminding Redemption Claimants of the offer provided for in this Settlement, how to make a Claim, and the deadline for making such a Claim. In the event an address for a Redemption Claimant is invalid, the Settlement Administrator shall send a reminder letter via U.S. Mail.

85 Case :-cv-0-jsw Document - Filed 0/0/ Page of (g) (h) (i) (j) (k) The Settlement Administrator shall establish and maintain the Settlement Website, and on or before the Notice Date, publish the Long Form Notice on the Settlement Website. The Settlement Administrator shall establish and maintain a toll-free telephone line for Settlement Class Members to call with Settlementrelated inquiries, and answering the questions of Settlement Class Members who call with or otherwise communicate such inquiries. The Settlement Administrator shall establish and maintain a post office box for mailed written notifications of exclusion from the Settlement Class. The Settlement Administrator shall respond to any mailed Settlement Class Member inquiries. The Settlement Administrator shall process all written notifications of exclusion from the Settlement Class.. Locating, Obtaining, and Submitting Claim Forms (a) As soon as practicable following Preliminary Approval, but prior to the Notice date, the Settlement Administrator shall establish and maintain an Internet website, (the Settlement Website ), that shall be easily accessible through commonly used Internet Service Providers for the download and submission of Claims. The website will inform Settlement Class Members of the terms of this Agreement, their rights, dates and deadlines, and related information, through and including periodic updates. The Long Form Notice, Claim Form, Settlement Agreement and its exhibits, the Amended Consolidated Class Action Complaint, and any Motion for Preliminary Approval of the Settlement, Final Approval of the Settlement, and for Award of Attorneys Fees, Costs, and Expenses and Incentive Awards (including supporting declarations and exhibits), and any other documents that Class Counsel and Yapstone agree to post or that the Court orders posted, shall be available on the Internet website via a hyperlink. The Settlement Website shall be designed to permit Settlement Class Members to readily and easily submit the Claim Form and obtain information about the Settlement Class Members rights and options under the Settlement Agreement. The Settlement Administrator shall

86 Case :-cv-0-jsw Document - Filed 0/0/ Page of terminate the Settlement Website thirty (0) days after the Effective Date, and shall then transfer ownership of the URL to Yapstone. The Settlement Administrator shall be solely responsible for receiving and processing the Claim Forms and for promptly delivering blank Claim Forms to the Redemption Claimants who request them. (b) (c) (d) (e) (f) The Settlement Administrator also shall establish a toll-free telephone number, through which Class Members may obtain information about the Consumer Action and the Settlement and request a mailed copy of the Long Form Notice and/or the Claim Form, pursuant to the terms and conditions of the Settlement Agreement. The Claim Form, which is substantially similar to the form attached as Exhibit C to the Settlement Agreement, shall be available as part of the Notice to Redemption Claimants, on the Settlement Website at and also through contacting by telephone or by mail or other similar service the Settlement Administrator and requesting a copy of the Claim Form be sent. The Claim Form on the Settlement Website and the hard copy Claim Form shall be consistent in all substantive respects. Claims may be submitted by completing the Claim Form in hard copy and sending by mail or other similar delivery service or online through a web-based Claim Form at the Settlement Website, Redemption Claimants may submit a Claim Form to the Settlement Administrator prior to the Claims Deadline. The Claim Form may be rejected and thus treated as if it was not submitted for the reasons identified (b) below.. Claim Form Review and Processing (a) The Settlement Administrator shall begin the Claims process so that it is completed prior to the Claims Deadline.

87 Case :-cv-0-jsw Document - Filed 0/0/ Page of (b) Claim Forms that do not meet the requirements set forth in the Settlement Agreement and in the Claim Form instructions shall be rejected. Where a good faith basis exists, the Settlement Administrator may reject a Claim Form for, among other reasons, the following: (i) (ii) (iii) (iv) (v) (vi) Failure to fully complete and/or sign the Claim Form; Illegible Claim Form; The person submitting the Claim Form is not a Redemption Claimant; The Claim Form is fraudulent; The Claim Form is duplicative of another Claim Form; The person submitting the Claim Form is requesting that the Settlement consideration be given to a person or entity that is not the Redemption Claimant by whom the Claim Form is submitted; (vii) Failure to submit a Claim Form by the deadline; and/or (viii) The Claim Form otherwise does not meet the requirements of the Settlement Agreement. (c) (d) The Settlement Administrator shall determine whether a Claim Form meets the requirements set forth in the Settlement Agreement. Each Claim Form shall be submitted to and reviewed by the Settlement Administrator, who shall determine in accordance with the terms and conditions of the Settlement Agreement the extent, if any, the Claim Form is valid. The Settlement Administrator shall have the authority to determine whether a Claim Form submitted by any Redemption Claimant is complete and timely. The Settlement Administrator shall use all reasonable efforts and means to identify and reject duplicate and/or fraudulent Claim Forms, including, without limitation, indexing each Redemption Claimant s election of the Settlement Consideration. The Claim Form will be deemed to have been submitted when posted, if received with a postmark or equivalent mark by a courier company

88 Case :-cv-0-jsw Document - Filed 0/0/ Page of indicated on the envelope or mailer with the instructions set out in the Claim Form. In all other cases, the Claim Form shall be deemed to have been submitted when it is actually received by the Settlement Administrator. (e) The Settlement Administrator shall gather, review, prepare, and address the Claim Forms received pursuant to the Settlement Agreement as follows: (i) (ii) (iii) (iv) Claim Forms that have been properly submitted shall be designated as Approved Forms. The Settlement Administrator shall examine the Claim Form before designating the Form as an Approved Form, to determine that the information on the Claim Form is reasonably complete and contains sufficient information to (if requested) enable Yapstone to enroll the Redemption Claimants in the ProtectMyID services. No Redemption Claimant may submit more than one Claim Form. The Settlement Administrator shall identify any Claim Forms that appear on behalf of the same Redemption Claimant ( Duplicative Claim Forms ). The Settlement Administrator shall determine whether there is any duplication of Claim Forms, if necessary by contacting the Redemption Claimant(s) or their counsel. The Settlement Administrator shall designate any such Duplicative Claim Forms as rejected. The Settlement Administrator shall exercise, in its discretion, all usual and customary steps to prevent fraud and abuse and take any reasonable steps to prevent fraud and abuse in the Claims process. The Settlement Administrator may, in its discretion, deny in whole or in part any Claim to prevent actual or possible fraud or abuse. By agreement, the Parties can instruct the Settlement Administrator to take whatever steps it deems appropriate to further the purposes of the Settlement Agreement if the Settlement Administrator identifies actual or possible fraud or abuse relating to the submission of Claim Forms, including, but not limited to, rejecting a Claim Form to prevent actual or possible fraud or abuse.

89 Case :-cv-0-jsw Document - Filed 0/0/ Page of (v) A Claim Form that is rejected, for any reason, will be deemed to have never been submitted. (f) (g) (h) (i) Fifteen () days after the Claims Deadline, the Settlement Administrator shall deliver to Yapstone a list of Redemption Claimants, in order for Yapstone to secure for them ProtectMyID services in accordance with the Settlement Agreement. The Settlement Administrator may review timely submitted Claim Forms and approve or contest any of the forms. The Settlement Administrator s denial of a Claim Form is final, but the Parties and/or Redemption Claimants may submit any disputed issues to the Court or a referee appointed by the Court for summary and non-appealable resolution. Should any Settlement Class Member complete the procedures to object to the Settlement Agreement, the Settlement Administrator shall provide copies of all such objections to Class Counsel and Defense Counsel within five () days of receipt.

90 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT G TO STIPULATION OF SETTLEMENT: SUMMARY NOTICE CASE NO. :-cv-0-jsw

91 Case :-cv-0-jsw Document - Filed 0/0/ Page of SUMMARY NOTICE FOR SETTLEMENT CLASS MEMBERS CASE NO. :-cv-0-jsw

92 Case :-cv-0-jsw Document - Filed 0/0/ Page of To: From: Settlement Administrator donotreply@yapstonesettlement.com Subject: Legal Notification: Yapstone Class Action Settlement If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. A federal court authorized this Notice. It is not a solicitation from a lawyer. A settlement has been reached with Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) in a class action lawsuit related to its discovery that personally identifiable information ( PII ) of some users may have been exposed through unsecured URLs between July, 0 and August, 0 (the Incident ). Yapstone sent potentially affected users a written notice of the Incident in September 0 (the Incident Notices ). Yapstone denies these allegations. The Court has not decided who is right. Instead, the parties agreed to a settlement (the Settlement ). Who is included? Yapstone s records indicate you are included in the Settlement as a Settlement Class Member. Your Unique Identifying Number is. You are eligible to receive ProtectMyID services if your social security number, driver s license number, and/or passport number was among the PII potentially exposed and you did not sign up for the two-year complimentary credit protection and fraud resolution offer provided by Yapstone in the Incident Notice Yapstone sent in September 0 ( Redemption Claimants ). What can you get? Redemption Claimants may file a claim for twelve months of Experian s ProtectMyID identity monitoring services at Yapstone s expense. The ProtectMyID services include (a) a free Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identify theft resolution; and (d) one million dollars in identity theft insurance. In addition, Yapstone will create a $0,000 Settlement Fund that will be distributed, equally, to the following non-profit organizations: Public Justice and the UC Berkeley School of Information, Center for Long-Term Cybersecurity. Yapstone will also implement certain data security measures. How do I get Settlement benefits? Redemption Claimants must complete and submit a Claim Form by [DATE]. Claim Forms may be submitted online at or printed from the website and submitted by mail. Claim Forms are also available by calling -XX-XXX-XXXX or by writing to the Settlement Administrator. Your options. If you do nothing, your rights will be affected. If you do not want to be legally bound by the Settlement, you must exclude yourself from it by [DATE]. Unless you exclude yourself, you will not be able to sue or continue to sue Yapstone and related parties for any legal claim resolved by this Settlement or released by the Settlement Agreement. If you do not exclude yourself, you may object and notify the Court that you or your lawyer intend to appear at the Court s Fairness Hearing. Objections are due [DATE]. More information, including the Settlement Agreement, is available at The Court s hearing. The Court will hold a hearing in this case (In re Yapstone Data Breach, Case No. :-cv-0) at _:.m. on [DATE] at the U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California. At this hearing, the Court will decide whether to approve: the Settlement; Class Counsel s request for attorneys fees, costs, and expenses of up to $00,000; and $,000 in Service Awards to each of the five Class Representatives. You or your lawyer may appear at the hearing at your own expense. The date of this Hearing may change without further notice. Settlement Class Members should check the Settlement Website and the Court docket in this case through the Court s Public Access to Electronic Records (PACER) system at to confirm that the date of the Fairness Hearing has not been changed. Getting more information. More information, including the Settlement Agreement and other related documents, is available at Information is also available by calling -XX-XXX-XXXX or by writing to In re Yapstone Data Breach Settlement Administrator, P.O. Box XXXXX, College Station, TX XXXXX-XXXX, or by contacting Class Counsel, Ahdoot & Wolfson, PC, at ---. Publicly-filed documents can also be obtained by visiting the office of the Clerk of the United States District Court for the Northern District of California, at 0 Clay Street, Oakland, CA, between :00 a.m. and :00 p.m., Monday through Friday, excluding Court holidays, or by reviewing the Court s online docket on the Court s PACER system. This message was intended for: [recipient address] You were added to the system [DATE]. For more information click here. Update your preferences Unsubscribe Unsubscribe via

93 Case :-cv-0-jsw Document - Filed 0/0/ Page of SUMMARY NOTICE FOR REDEMPTION CLAIMANTS CASE NO. :-cv-0-jsw

94 Case :-cv-0-jsw Document - Filed 0/0/ Page of To: From: Settlement Administrator donotreply@yapstonesettlement.com Subject: Legal Notification: Yapstone Class Action Settlement If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. A federal court authorized this Notice. It is not a solicitation from a lawyer. A settlement has been reached with Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) in a class action lawsuit related to its discovery that personally identifiable information ( PII ) of some users may have been exposed through unsecured URLs between July, 0 and August, 0 (the Incident ). Yapstone sent potentially affected users a written notice of the Incident in September 0 (the Incident Notices ). Yapstone denies these allegations. The Court has not decided who is right. Instead, the parties agreed to a settlement (the Settlement ). Who is included? Yapstone s records indicate you are included in the Settlement as a Settlement Class Member and Redemption Claimant. Your claim number is. Your PIN is. You are eligible to receive ProtectMyID services because your social security number, driver s license number, and/or passport number was among the PII potentially exposed and you did not sign up for the two-year complimentary credit protection and fraud resolution offer provided by Yapstone in the Incident Notice Yapstone sent in September 0. What can you get? You may file a claim for twelve months of Experian s ProtectMyID identity monitoring services, paid for by Yapstone. The ProtectMyID services include (a) a free Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identify theft resolution; and (d) one million dollars in identity theft insurance. In addition, Yapstone will create a $0,000 Settlement Fund that will be distributed, equally, to the following non-profit organizations: Public Justice and the UC Berkeley School of Information, Center for Long-Term Cybersecurity. Yapstone will also implement certain data security measures. How do I get Settlement benefits? You must complete and submit a Claim Form by [DATE]. Claim Forms may also be submitted online at or printed from the website and submitted by mail. Claim Forms are also available by calling -XX- XXX-XXXX or by writing to the Settlement Administrator. Your options. If you do nothing, your rights will be affected. If you do not want to be legally bound by the Settlement, you must exclude yourself from it by [DATE]. Unless you exclude yourself, you will not be able to sue or continue to sue Yapstone and related parties for any legal claim resolved by this Settlement or released by the Settlement Agreement. If you do not exclude yourself, you may object and notify the Court that you or your lawyer intend to appear at the Court s Fairness Hearing. Objections are due [DATE]. More information, including the Settlement Agreement, is available at The Court s hearing. The Court will hold a hearing in this case (In re Yapstone Data Breach, Case No. :-cv-0) at _:.m. on [DATE] at the U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California. At this hearing, the Court will decide whether to approve: the Settlement; Class Counsel s request for attorneys fees, costs, and expenses of up to $00,000; and $,000 in Service Awards to each of the five Class Representatives. You or your lawyer may appear at the hearing at your own expense. The date of this Hearing may change without further notice. Settlement Class Members should check the Settlement Website and the Court docket in this case through the Court s Public Access to Electronic Records (PACER) system at to confirm that the date of the Fairness Hearing has not been changed. Getting more information. More information, including the Settlement Agreement and other related documents, is available at Information is also available by calling -XX-XXX-XXXX or by writing to In re Yapstone Data Breach Settlement Administrator, P.O. Box XXXXX, College Station, TX XXXXX-XXXX, or by contacting Class Counsel, Ahdoot & Wolfson, PC, at ---. Publicly-filed documents can also be obtained by visiting the office of the Clerk of the United States District Court for the Northern District of California, at 0 Clay Street, Oakland, CA, between :00 a.m. and :00 p.m., Monday through Friday, excluding Court holidays, or by reviewing the Court s online docket on the Court s PACER system. This message was intended for: [recipient address] You were added to the system [DATE]. For more information click here. Update your preferences Unsubscribe Unsubscribe via

95 Case :-cv-0-jsw Document - Filed 0/0/ Page of SUMMARY POSTCARD NOTICE FOR SETTLEMENT CLASS MEMBERS CASE NO. :-cv-0-jsw

96 Case :-cv-0-jsw Legal Notice Document - Filed 0/0/ Page United States of In re Yapstone Data Breach Postal Service Settlement Administrator Permit # P.O. Box XXXXX City, ST XXXXX-XXXX If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. A federal court authorized this Notice. It is not a solicitation from a lawyer. -XX-XXX-XXXX XXX

97 Case :-cv-0-jsw Document - Filed 0/0/ Page of A Settlement has been reached with Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) in a class action lawsuit about the potential exposure of personally identifiable information ( PII ) submitted by users applying to use Yapstone s payment processing platform. Yapstone denies these allegations. The Court has not decided who is right. Who is included? Yapstone s records indicate you are included in the Settlement as a Settlement Class Member. Your Unique Identifying Number is. You are eligible to receive ProtectMyID services if your social security number, driver s license number, and/or passport number was among the PII potentially exposed and you did not sign up for the two-year complimentary credit protection and fraud resolution offer provided by Yapstone in the Incident Notice Yapstone sent in September 0 ( Redemption Claimants ). What can you get? Redemption Claimants may file a claim for twelve months of Experian s ProtectMyID identity monitoring services at Yapstone s expense. The ProtectMyID services include (a) a free Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identify theft resolution; and (d) one million dollars in identity theft insurance. In addition, Yapstone will create a $0,000 Settlement Fund that will be distributed, equally, to the following non-profit organizations: Public Justice and the UC Berkeley School of Information, Center for Long-Term Cybersecurity. Yapstone will also implement certain data security measures. For more information, please see the settlement agreement available at or contact Class Counsel at ---. How do I get Settlement benefits? Redemption Claimants must complete and submit a Claim Form by [DATE]. Claim Forms may be submitted online at or printed from the website and submitted by mail. Claim Forms are also available by calling -XX-XXX-XXXX or by writing to the Settlement Administrator. Your options. If you do nothing, your rights will be affected. If you do not want to be legally bound by the Settlement, you must exclude yourself from it by [DATE]. Unless you exclude yourself, you will not be able to sue or continue to sue Yapstone and related parties for any legal claim resolved by this Settlement or released by the Settlement Agreement. If you do not exclude yourself, you may object and notify the Court that you or your lawyer intend to appear at the Court s Fairness Hearing at your own expense. Objections are due [DATE]. The Court s hearing. The Court will hold a hearing in this case (In re Yapstone Data Breach, Case No. :-cv-0) at _:.m. on [DATE] at the U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California. At this hearing, the Court will decide whether to approve: the Settlement; Class Counsel s request for attorneys fees costs and expenses of up to $00,000; and $0,000 in Service Awards to the Class Representatives. The Hearing date may change without notice.

98 Case :-cv-0-jsw Document - Filed 0/0/ Page of SUMMARY POSTCARD NOTICE FOR REDEMPTION CLAIMANTS CASE NO. :-cv-0-jsw

99 Case :-cv-0-jsw Document - Filed 0/0/ Page 0 of Legal Notice If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. A federal court authorized this Notice. It is not a solicitation from a lawyer. -XX-XXX-XXXX XXX In re Yapstone Data Breach Settlement Administrator P.O. Box XXXXX City, ST XXXXX-XXXX United States Postal Service Permit #

100 Case :-cv-0-jsw Document - Filed 0/0/ Page of A Settlement has been reached with Yapstone Holdings, Inc., formerly known as Yapstone, Inc., ( Yapstone ) in a class action lawsuit about the potential exposure of personally identifiable information ( PII ) submitted by users applying to use Yapstone s payment processing platform. Yapstone denies these allegations. The Court has not decided who is right. Who is included? Yapstone s records indicate you are included in the Settlement as a Settlement Class Member and Redemption Claimant. Your claim number is. Your PIN is. You are eligible to receive ProtectMyID services because your social security number, driver s license number, and/or passport number was among the PII potentially exposed and you did not sign up for the two-year complimentary credit protection and fraud resolution offer provided by Yapstone in the Incident Notice Yapstone sent in September 0. What can you get? You may file a claim for twelve months of Experian s ProtectMyID identity monitoring services at Yapstone s expense. The ProtectMyID services include (a) a free Experian credit report; (b) surveillance alerts for Daily Bureau Credit Monitoring; (c) identify theft resolution; and (d) one million dollars in identity theft insurance. In addition, Yapstone will create a $0,000 Settlement Fund that will be distributed, equally, to the following non-profit organizations: Public Justice and the UC Berkeley School of Information, Center For Long-Term Cybersecurity. Yapstone will also implement certain data security measures. For more information, please see the settlement agreement available at or contact Class Counsel at ---. How do I get Settlement benefits? You must complete and submit a Claim Form by [DATE]. Claim Forms may also be submitted online at or printed from the website and submitted by mail. Claim Forms are also available by calling -XX-XXX-XXXX or by writing to the Settlement Administrator. Your options. If you do nothing, your rights will be affected. If you do not want to be legally bound by the Settlement, you must exclude yourself from it by [DATE]. Unless you exclude yourself, you will not be able to sue or continue to sue Yapstone and related parties for any legal claim resolved by this Settlement or released by the Settlement Agreement. If you do not exclude yourself, you may object and notify the Court that you or your lawyer intend to appear at the Court s Fairness Hearing at your own expense. Objections are due [DATE]. The Court s hearing. The Court will hold a hearing in this case (In re Yapstone Data Breach, Case No. :-cv-0) at _:.m. on [DATE] at the U.S. District Court for the Northern District of California, 0 Clay Street, Oakland, California. At this hearing, the Court will decide whether to approve: the Settlement; Class Counsel s request for attorneys fees costs and expenses of up to $00,000; and $0,000 in Service Awards to the Class Representatives. The Hearing date may change without notice.

101 Case :-cv-0-jsw Document - Filed 0/0/ Page of EXHIBIT H TO STIPULATION OF SETTLEMENT: DECLARATION OF THE SETTLEMENT ADMINISTRATOR CASE NO. :-cv-0-jsw

102 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 In re Yapstone Data Breach UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO. :-cv-0-jsw CLASS ACTION DECLARATION OF CARLA PEAK OF KCC, LLC Hon. Jeffrey S. White, Presiding

103 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 I, Carla Peak, declare and state as follows:. I am a Vice President of Legal Notification Services at Kurtzman Carson Consultants LLC ( KCC ), located at 0 Kerner Boulevard, San Rafael, California 0. I make this declaration based on personal knowledge, and if called to testify I could and would do so competently.. KCC was retained, subject to Court approval, to provide notice services in the Action. KCC has reviewed the Settlement Agreement and will comply with its terms. This declaration will describe the Notice Plan proposed here for the parties settlement in In re Yapstone Data Breach, No. :-cv-0-jsw, including how the Notice Plan was developed and why it will be effective. KCC developed the Notice Plan and Notices based on its extensive prior experience and research into the notice issues in this case. KCC has analyzed the most effective method of Notice for this Settlement.. As background, KCC (a subsidiary of Computershare) has implemented successful notification and settlement administration programs in more than fifteen hundred class actions, and handled thousands of distributions in other contexts. Our experience includes many of the largest and most complex settlement administrations of both private litigation matters and of actions brought by state and federal government regulators. More information on KCC s experience can be found on its website at and the firm resume is attached hereto as Exhibit. NOTICE PLAN DETAIL. The Stipulation of Settlement defines the Settlement Class as all persons and entities who were sent an Incident Notice. Incident Notice means Yapstone s written notification to individuals allegedly affected by the Incident sent during the Incident Notification Period. Incident Notification Period means the time during which Yapstone sent the Incident Notices. Excluded from the Settlement Class is any judge presiding over this matter and any members of their first-degree relatives, judicial staff, the officers and directors of Yapstone, and persons who timely and validly request exclusion from the Settlement Class. KCC assumes that names and or mailing address information will be made available for approximately DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

104 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0,00 Settlement Class Members and that those Settlement Class Members will be given direct, individual notice. KCC will send every Settlement Class Member a Summary Notice of the proposed settlement in the form of a postcard or . The Summary Notice will include the address of the Settlement Website ( where recipients can easily access the Long Form Notice, the Settlement Agreement, the Claim Form and other information about the Settlement. The proposed Summary Notices and Postcard Notices are attached as Exhibit G to the Stipulation of Settlement.. We anticipate obtaining from Yapstone, pursuant to the terms of the Settlement, information necessary to establish a reasonably practical procedure to verify the Redemption Claimants. KCC will send two separate Summary Notices, one to Redemption Claimants which will include a claim number and PIN code, and one to other Settlement Class Members which will include a unique identifying number.. The Summary Notice will be sent to all potential Settlement Class Members. The Summary Notice will be created using an HTML text format and plain text when HTML is not available. This format will provide text that is easy to read without graphics, tables, images and other elements that would increase the likelihood that the message could be clocked by Internet Service Providers (ISPs) and/or SPAM filters. The s will be sent using a server known to the major providers as one not used to send bulk SPAM or junk blasts. Each Summary Notice will be transmitted to a unique address. If the receiving server cannot deliver the message, a bounce code should be returned along with the unique address. If KCC learns that an address for a Settlement Class Member is invalid, KCC will send the Summary Notice via U.S. Mail to those who did not receive the Summary Notice via . For any U.S. Mailed Summary Notices that are returned undeliverable without forwarding address information, KCC will use reasonable efforts to identify updated mailing addresses by running the mailing address through the National Change of Address Database and r the Summary Notice to the extent updated addresses are identified. DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

105 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 SETTLEMENT WEBSITE AND TOLL-FREE NUMBER. KCC will create and maintain a neutral, informational Settlement Website with an easy to remember domain name ( to inform potential Settlement Class Members of the terms of the Settlement, their rights, dates and deadlines relevant to the Settlement, and related information. The Settlement website will also include the following documents for Settlement Class Members to view and download: (i) the Long Form Notice (as described below); (ii) the Claim Form; (iii) the Stipulation of Settlement (including all of its Exhibits); (iv) the Preliminary Approval Order; (v) the Amended Consolidated Class Action Complaint filed on June, 0; and (vi) any other information on how Settlement Class Members can opt-out of the Settlement if they choose. Redemption Claimants will also be able to file a Claim Form via the website, or download a paper Claim Form which can be submitted by mail. On the website, Redemption Claimants will be able to file personalized Claim Forms using the claim ID and PIN code provided with their Notice. The Claim Form available on the Settlement Website will be substantially similar to the Claim Form attached as Exhibit C to the Stipulation of Settlement. The website address will be prominently displayed in all printed notice documents.. KCC will establish a toll-free telephone number to inform potential Settlement Class Members of the terms of the Settlement, their rights, dates and deadlines relevant to the Settlement and accept Notice packet requests.. KCC will establish a dedicated P.O. Box address to receive and process Claim Forms, opt-out requests and objections, respond to Settlement Class Member inquiries, and perform other duties as specified in the Stipulation of Settlement. PLAIN LANGUAGE NOTICE DESIGN 0. The Notices themselves are designed to be noticed, reviewed, and by presenting the information in plain language understood by Settlement Class Members. The design of the Notices follows the principles embodied in the Federal Judicial Center s illustrative model notices posted at Many courts, and as previously cited, the FJC itself, have approved notices that we have written and designed in a similar fashion. The Notices DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

106 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 contain plain language summaries of all the key information about Settlement Class Members rights and options. Consistent with normal practice, all notice documents will undergo a final edit prior to actual ing and publication for grammatical errors and accuracy.. Moreover, Rule (c)() of the Federal Rules of Civil Procedure requires class action notices to be written in plain, easily understood language. KCC applies the plain language requirement in drafting notices in federal and state class actions. KCC maintains a strong commitment to adhering to the plain language requirement, while drawing on its experience and expertise to draft notices that effectively convey the necessary information to Settlement Class Members.. I have been involved in the drafting of the Notices. All forms of Notice are noticeable, clear, concise, and in plain, easily understood language. The Notices effectively communicate information about the Settlement.. In preparing the Notices in this Settlement, I have employed communications methods that are well-established in my field. I have embraced the high standards embodied in the Advisory Committee s notes accompanying the 00 changes to Rule (c)(): The direction that the class-certification notice be couched in plain easily understood language is added as reminder of the need to work unremittingly at the difficult task of communicating with class members.. All Notices are designed to increase noticeability and comprehension. Because recipients are accustomed to receiving junk that they may be inclined to discard unread, the Notice Plan calls for steps to bring the ed Notice to the attention of Settlement Class Members. Once people notice the Notices, it is critical that they can understand them. As such, the Notices, as produced, are clearly worded with an emphasis on simple, plain language to encourage readership and comprehension.. The Notices also comport with the United States District Court, Northern District of California s Procedural Guidance for Class Action Settlements (available at (last visited January, 0)). DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

107 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0. The Summary Notices, both and postcard, feature a prominent headline in bold text: If you applied to use Yapstone s payment processing platform, your rights may be affected and you could get benefits from a class action settlement. This alerts recipients and readers that the Notice is an important document and that the content may affect them, thereby supplying reasons to read the Notice. Directly beneath the headline, in italicized text, both Summary Notices state: A federal court authorized this Notice. It is not a solicitation from a lawyer. This lends credibility to the document and alerts recipients that the Notice is authorized by a court.. Class Notice will also include a Long Form Notice. The Long Form Notice provides substantial information to Settlement Class Members. The Long Form Notice begins with a summary page providing a concise overview of the important information and a table highlighting key options available to Settlement Class Members. A table of contents, categorized into logical sections, helps to organize the information, while a question and answer format makes it easy to find answers to common questions by breaking the information into simple headings. The proposed Long Form Notice is attached as Exhibit E to the Stipulation of Settlement.. The proposed Notice Plan in this Settlement satisfies the Rule requirement that the best notice practicable under all circumstances be given to the class. Because of the nature of the transactions between the Settlement Class Members and Yapstone (i.e., electronic rent deposits), or regular mail addresses is the best method of contact of the class members, enabling direct, individual notice to each Settlement Class Member. The Summary Notice will be sent via to all Settlement Class Members. Redemption Claimants only will receive a Summary Notice that includes a claim number and PIN code, which will enable Redemption Claimants to make a claim for ProtectMyID Services. KCC will process all timely and valid claims submitted by Redemption Claimants, pursuant to criteria set forth in the Settlement Administration Protocol and deliver to Yapstone a list of Redemption Claimants, in order for Yapstone to secure for them ProtectMyID Services. FRCP (c)()(b) DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

108 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0 COST OF NOTICE AND ADMINISTRATION. KCC estimates that it will expend approximately $, administering this Settlement. This figure includes approximately $, in postage. The final cost of the administration depends primarily on, among other variables, the total number of claims processed and the manner by which they are filed. CONCLUSION 0. In class action notice planning, execution and analysis, we are guided by due process considerations under the United States Constitution, by federal and local rules and statutes, and further by case law pertaining to notice. This framework directs that the notice program be designed to reach the greatest practicable number of potential Settlement Class Members and, in a settlement class action notice situation such as this, that the notice program itself not limit knowledge of the availability of benefits nor the ability to exercise other options to Settlement Class Members in any way. All of these requirements will be met in this case. It is my opinion that the reach of the Notice Program is more than adequate and reasonable under the circumstances, and it is consistent with the standards employed by KCC in notification programs designed to reach members of settlement groups or classes. The proposed Notice Plan is fully compliant with Rule of the Federal Rules of Civil Procedure, and in my opinion, it is the best notice practicable.. Because the Notice Program calls for direct notice be sent to the last known addresses of all Settlement Class Members, the Notice Plan will provide the best notice practicable under the circumstances of this case, conforms to all aspects of Federal Rule of Civil Procedure, and comports with the guidance for effective notice articulated in the Manual for Complex Litigation th Ed.. The Notice Plan will attempt to reach almost every single member of the Settlement Class, and will effectively fall within the 0% to % guideline recommended by the Federal Judicial Center (see e.g. Judges Class Action Notice and Claims Process Checklist and Plain Language Guide available at (last visited on January DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - -

109 Case :-cv-0-jsw Document - Filed 0/0/ Page of 0 0, 0)). It will deliver noticeable Notices to capture Settlement Class Members attention, and provide them with information necessary to understand their rights and options.. The Notice Plan will afford enough time to provide full and proper notice to Settlement Class Members before any claims, opt-out and objection deadline.. At the conclusion of the Notice Plan, KCC will provide a final report verifying its effective implementation. I declare under penalty of perjury that the foregoing is true and correct. Executed this th day of January, 0, at Sellersville, Pennsylvania. DECLARATION OF CARLA PEAK CASE NO. :-cv-0-jsw - - CARLA PEAK