2:13-cv MOB Doc # Filed 07/14/16 Pg 2 of 54 Pg ID 4849 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

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1 2:13-cv MOB Doc # Filed 07/14/16 Pg 2 of 54 Pg ID 4849 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE AUTOMOTIVE PARTS ANTITRUST LITIGATION In Re: Wire Harness In Re: Instrument Panel Clusters In Re: Fuel Senders In Re: Heater Control Panels In Re: Alternators In Re: Windshield Wiper Systems In Re: Radiators In Re: Starters In Re: Ignition Coils In Re: Motor Generators In Re: HID Ballasts In Re: Inverters In Re: Air Flow Meters In Re: Fan Motors In Re: Fuel Injection Systems In Re: Power Window Motors In Re: Automatic Transmission Fluid Warmers In Re: Valve Timing Control Devices In Re: Electronic Throttle Bodies In Re: Air Conditioning Systems In Re: Windshield Washer Systems In Re: Spark Plugs In Re: Ceramic Substrates Master File No. 12-md Honorable Marianne O. Battani 2:12-cv :12-cv :12-cv :12-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :13-cv :15-cv :16-cv This Document Relates to: All Dealership Actions SETTLEMENT AGREEMENT This Settlement Agreement ( Agreement ) is made and entered into this 14th day of July, 2016 ( Execution Date ) by and between DENSO Corporation, DENSO International America, Inc., DENSO International Korea Corporation, DENSO Korea Automotive Corporation, DENSO Automotive Deutschland GmbH, ASMO Co., Ltd., ASMO North America, LLC, ASMO - 1 -

2 2:13-cv MOB Doc # Filed 07/14/16 Pg 3 of 54 Pg ID 4850 Greenville of North Carolina, Inc., and ASMO Manufacturing, Inc. (the DENSO Defendants ) and Automobile Dealership Plaintiffs (as defined below in Paragraph 11), both individually and on behalf of proposed classes of Automobile Dealership indirect purchasers ( Settlement Classes ) as defined below in Paragraph 21. WHEREAS, Automobile Dealership Plaintiffs are prosecuting claims in the above-captioned In re Automotive Parts Antitrust Litigation, Master File No. 2:12-md (E.D. Mich.) (the MDL Proceeding ), which includes Case No. 2:12-cv ( Automotive Wire Harness Systems Action ), Case No. 2:12-cv ( Instrument Panel Clusters Action ), Case No. 2:12-cv ( Fuel Senders Action ), Case No. 2:12-cv ( Heater Control Panels Action ), Case No. 2:13-cv ( Alternators Action ), Case No. 2:13-cv ( Windshield Wiper Systems Action ), Case No. 2:13-cv ( Radiators Action ), Case No. 2:13-cv ( Starters Action ), Case No. 2:13-cv ( Ignition Coils Action ), Case No. 2:13-cv ( Motor Generators Action ), Case No. 2:13-cv ( HID Ballasts Action ), Case No. 2:13-cv ( Inverters Action ), Case No. 2:13-cv ( Air Flow Meters Action ), 1 Case No. 2:13-cv ( Fan Motors Action ), Case No. 2:13-cv ( Fuel Injection Systems Action ), Case No. 2:13-cv ( Power Window Motors Action ), Case No. 2:13-cv ( Automatic Transmission Fluid Warmers and Oil Coolers Action ), Case No. 2:13-cv ( Valve Timing Control Devices Action ), Case No. 2:13-cv ( Electronic Throttle Bodies Action ), 2 Case No. 2:13-cv ( Air Conditioning Systems Action ), Case 1 Because Automobile Dealership Plaintiffs operative complaint in the Fuel Injection Systems Action defines Fuel Injection Systems to include Air Flow Meters, Automobile Dealership Plaintiffs intend to consolidate the Air Flow Meters and Fuel Injection Systems Actions. For the sole purpose of implementing this Agreement, and subject to a reservation of all rights, the DENSO Defendants will not oppose such consolidation. 2 Because Automobile Dealership Plaintiffs operative complaint in the Fuel Injection Systems Action defines Fuel Injection Systems to include Electronic Throttle Bodies, Automobile Dealership Plaintiffs intend to consolidate the Electronic Throttle Bodies and Fuel Injection Systems Actions. For the sole purpose of implementing this Agreement, and subject to a reservation of all rights, the DENSO Defendants will not oppose such consolidation

3 2:13-cv MOB Doc # Filed 07/14/16 Pg 4 of 54 Pg ID 4851 No. 2:13-cv ( Windshield Washer Systems Action ), Case No. 2:15-cv ( Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Action ), and Case No. 2:16-cv ( Ceramic Substrates Action ), on their own behalf and on behalf of the Settlement Classes against, among others, the DENSO Defendants; WHEREAS, Automobile Dealership Plaintiffs allege that they were injured as a result of the DENSO Defendants participation in unlawful conspiracies to raise, fix, maintain, and/or stabilize prices, rig bids, and allocate markets and customers for (1) Automotive Wire Harness Systems in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Automotive Wire Harness Systems Complaint; (2) Instrument Panel Clusters in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Instrument Panel Clusters Complaint; (3) Fuel Senders in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Fuel Senders Complaint; (4) Heater Control Panels in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Heater Control Panels Complaint; (5) Alternators in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Alternators Complaint; (6) Windshield Wiper Systems in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Windshield Wiper Systems Complaint; (7) Radiators in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Radiators Complaint; (8) Starters in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Starters Complaint; - 3 -

4 2:13-cv MOB Doc # Filed 07/14/16 Pg 5 of 54 Pg ID 4852 (9) Ignition Coils in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Ignition Coils Complaint; (10) Motor Generators in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Motor Generators Complaint; (11) HID Ballasts in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the HID Ballasts Complaint; (12) Inverters in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Inverters Complaint; (13) Air Flow Meters in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Air Flow Meters Complaint 3 ; (14) Fan Motors in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Fan Motors Complaint; (15) Fuel Injection Systems in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Fuel Injection Systems Complaint; (16) Power Window Motors in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Power Window Motors Complaint; (17) Automatic Transmission Fluid Warmers and Oil Coolers in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Automatic Transmission Fluid Warmers and Oil Coolers Complaint; (18) Valve Timing Control Devices in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Valve Timing Control Devices Complaint; (19) Electronic Throttle Bodies in violation of Section 1 of the Sherman Act and 3 See footnote 1, supra

5 2:13-cv MOB Doc # Filed 07/14/16 Pg 6 of 54 Pg ID 4853 various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Electronic Throttle Bodies Complaint 4 ; (20) Air Conditioning Systems in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Air Conditioning Systems Complaint; (21) Windshield Washer Systems in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Windshield Washer Systems Complaint; (22) Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Complaint; and (23) Ceramic Substrates in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws as set forth in the Ceramic Substrates Complaint, each and all such Complaints as defined below in Paragraph 5; WHEREAS, Automobile Dealership Plaintiffs sought leave of the Court to file the Automobile Dealership Plaintiffs Proposed Consolidated Amended Complaint, as defined below in Paragraph 6, alleging that they were injured as a result of the DENSO Defendants participation in an unlawful conspiracy to raise, fix, maintain, and/or stabilize prices, rig bids, and allocate markets and customers for certain automotive parts as defined in Paragraph 12 of the Proposed Consolidated Amended Complaint in violation of Section 1 of the Sherman Act and various State antitrust, unjust enrichment, and consumer protection laws; WHEREAS, in the Complaints and the Proposed Consolidated Amended Complaint, Automobile Dealership Plaintiffs have sought both a nationwide injunction under the Clayton Act and damages under the laws of certain states; 4 See footnote 2, supra

6 2:13-cv MOB Doc # Filed 07/14/16 Pg 7 of 54 Pg ID 4854 WHEREAS, the DENSO Defendants do not admit Automobile Dealership Plaintiffs allegations and have asserted and/or would assert defenses to Automobile Dealership Plaintiffs claims; WHEREAS, arm s-length settlement negotiations have taken place between Settlement Class Counsel (as defined below in Paragraph 22) and counsel for the DENSO Defendants, and this Agreement has been reached as a result of those negotiations, including with the assistance of a mediator; WHEREAS, Automobile Dealership Plaintiffs, through Settlement Class Counsel, have conducted an investigation into the facts and the law regarding the Actions (as defined below in Paragraph 1) and have concluded that resolving the claims asserted in the Actions against the DENSO Defendants, according to the terms set forth below, is in the best interest of Automobile Dealership Plaintiffs and the Settlement Classes because of the payment of the Settlement Amount and the value of the Cooperation (as those terms are defined below) and injunctive relief that the DENSO Defendants have agreed to provide pursuant to this Agreement; WHEREAS, the Actions may continue against Defendants (as defined below in Paragraph 9) that are not Releasees (as defined below in Paragraph 19); WHEREAS, the DENSO Defendants, despite their belief that they are not liable for the claims asserted and have good defenses thereto, have nevertheless agreed to enter into this Agreement to avoid further expense, inconvenience, and the distraction of burdensome and protracted litigation, and to obtain the releases, orders, and judgments contemplated by this Agreement, and to put to rest with finality all claims that have been or could have been asserted by the Automobile Dealership Plaintiffs against the DENSO Defendants with respect to Automotive Parts as defined in Paragraph 4; - 6 -

7 2:13-cv MOB Doc # Filed 07/14/16 Pg 8 of 54 Pg ID 4855 WHEREAS, the DENSO Defendants have provided cooperation to Automobile Dealership Plaintiffs pursuant to the Antitrust Criminal Penalty Enhancement and Reform Act of 2004 ( ACPERA ) and have agreed to provide Cooperation (as defined below in Paragraph 7) to Automobile Dealership Plaintiffs in the ongoing prosecution of the Actions as set forth in this Agreement, and Automobile Dealership Plaintiffs believe, based on their investigation, that such Cooperation will reduce Automobile Dealership Plaintiffs substantial burden and expense associated with prosecuting the Actions; and WHEREAS, Automobile Dealership Plaintiffs recognize the benefits of the DENSO Defendants Cooperation; NOW, THEREFORE, in consideration of the covenants, agreements, and releases set forth herein and for other good and valuable consideration, it is agreed by and among the undersigned that the Actions be settled, compromised, and dismissed on the merits with prejudice as to the Releasees, as defined below in Paragraph 19, and except as hereinafter provided, without costs as to Automobile Dealership Plaintiffs, the Settlement Classes, or the DENSO Defendants or other Releasees, subject to the approval of the Court, on the following terms and conditions: A. Definitions 1. Actions means the following cases filed in the MDL Proceeding: (a) (b) (c) (d) (e) (f) (g) Case No. 2:12-cv ( Automotive Wire Harness Systems Action ); Case No. 2:12-cv ( Instrument Panel Clusters Action ); Case No. 2:12-cv ( Fuel Senders Action ); Case No. 2:12-cv ( Heater Control Panels Action ); Case No. 2:13-cv ( Alternators Action ); Case No. 2:13-cv ( Windshield Wiper Systems Action ); Case No. 2:13-cv ( Radiators Action ); - 7 -

8 2:13-cv MOB Doc # Filed 07/14/16 Pg 9 of 54 Pg ID 4856 (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Case No. 2:13-cv ( Starters Action ); Case No. 2:13-cv ( Ignition Coils Action ); Case No. 2:13-cv ( Motor Generators Action ); Case No. 2:13-cv ( HID Ballasts Action ); Case No. 2:13-cv ( Inverters Action ); Case No. 2:13-cv ( Air Flow Meters Action ); Case No. 2:13-cv ( Fan Motors Action ); Case No. 2:13-cv ( Fuel Injection Systems Action ); Case No. 2:13-cv ( Power Window Motors Action ); Case No. 2:13-cv ( Automatic Transmission Fluid Warmers and Oil Coolers Action ); (r) (s) (t) (u) (v) Case No. 2:13-cv ( Valve Timing Control Devices Action ); Case No. 2:13-cv ( Electronic Throttle Bodies Action ); Case No. 2:13-cv ( Air Conditioning Systems Action ); Case No. 2:13-cv ( Windshield Washer Systems Action ); Case No. 2:15-cv ( Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Action ); (w) (x) Case No. 2:16-cv ( Ceramic Substrates Action ); Any other action or proceeding filed or otherwise pursued by or on behalf of any Automobile Dealership Plaintiff or any other Settlement Class Member in which any claim is asserted against any of the DENSO Defendants with respect to any Released Part (as defined below in Paragraph 18); and - 8 -

9 2:13-cv MOB Doc # Filed 07/14/16 Pg 10 of 54 Pg ID 4857 (y) Any action or proceeding initiated by the filing of the Proposed Consolidated Amended Complaint, or any complaint materially the same thereto. 2. Alleged Parts means each of the following automotive parts, as well as their respective components, and modules and assemblies for which the parts are a component: (a) Automotive Wire Harness Systems, as defined in Paragraph 3 of the Third Consolidated Class Action Complaint, Case No. 2:12-cv (Oct. 17, 2014), ECF No. 218; (b) Instrument Panel Clusters, as defined in Paragraph 3 of the Second Consolidated Class Complaint, Case No. 2:12-cv (Aug. 28, 2014), ECF No. 89; (c) Fuel Senders, as defined in Paragraph 3 of the Second Consolidated Class Complaint, Case No. 2:12-cv (Aug. 27, 2014), ECF No. 111; (d) Heater Control Panels, as defined in Paragraph 1 of the Second Consolidated Class Action Complaint, Case No. 2:12-cv (Aug. 25, 2014), ECF No. 139; (e) Alternators, as defined in Paragraph 2 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 25, 2015), ECF No. 52; (f) Windshield Wiper Systems, as defined in Paragraph 2 of the Corrected Consolidated Class Action Complaint, Case No. 2:13-cv (Feb. 10, 2015), ECF No. 48; (g) Radiators, as defined in Paragraph 2 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 20, 2014), ECF No. 31; (h) Starters, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 26, 2015), ECF No. 50; (i) Ignition Coils, as defined in Paragraph 2 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 26, 2015), ECF No. 54; - 9 -

10 2:13-cv MOB Doc # Filed 07/14/16 Pg 11 of 54 Pg ID 4858 (j) Motor Generators, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 20, 2014), ECF No. 2; (k) HID Ballasts, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 24; (l) Inverters, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Feb. 26, 2015), ECF No. 14; (m) Air Flow Meters, as defined in Paragraph 3 of the Class Action Complaint for Damages and Injunctive Relief, Case No. 2:14-cv (Feb. 7, 2014), ECF No. 1; (n) Fan Motors, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 21; (o) Fuel Injection Systems, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Jan. 16, 2015), ECF No. 32, including Air Flow Meters, as defined above, and Electronic Throttle Bodies, as defined below, whether sold separately or as a part of a system; (p) Power Window Motors, as defined in Paragraph 3 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 22; (q) Automatic Transmission Fluid Warmers and Oil Coolers, as defined in Paragraphs 3 and 4 of the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 30, 2015), ECF No. 19; (r) Valve Timing Control Devices, as defined in Paragraph 3 of the Consolidated Amended Class Complaint, Case No. 2:13-cv (Jan. 16, 2015), ECF No. 32; (s) Electronic Throttle Bodies, as defined in Paragraph 3 of the Class Action Complaint for Damages and Injunctive Relief, Case No. 2:14-cv (Feb. 7, 2014), ECF No. 1;

11 2:13-cv MOB Doc # Filed 07/14/16 Pg 12 of 54 Pg ID 4859 (t) Air Conditioning Systems, as defined in Paragraph 3 of the Consolidated Amended Class Complaint, Case No. 2:13-cv (Sept. 26, 2015), ECF No. 27; (u) Windshield Washer Systems, as defined in Paragraph 3 of the Consolidated Amended Class Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 29; (v) Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors, as defined in Paragraphs 2 4 of the Class Action Complaint, Case No. 2:15-cv (Oct. 1, 2015), ECF No. 2; and (w) Ceramic Substrates, as defined in Paragraph 2 of the Class Action Complaint for Damages and Injunctive Relief, Case No. 2:16-cv (June 14, 2016), ECF No Automobile Dealership means any person or entity who has purchased new Vehicles (as defined below in Paragraph 25) for resale or lease. 4. Automotive Parts means any part or part assembly as defined in Paragraph 12 of the Proposed Consolidated Amended Complaint, but without regard to whether or not it was sold directly to an OEM, and includes the Alleged Parts. 5. Complaints means each of the following documents: (a) the Third Consolidated Class Action Complaint, Case No. 2:12-cv (Oct. 17, 2014), ECF No. 218 ( Automotive Wire Harness Systems Complaint ); (b) the Second Consolidated Class Complaint, Case No. 2:12-cv (Aug. 28, 2014), ECF No. 89 ( Instrument Panel Clusters Complaint ); (c) the Second Consolidated Class Complaint, Case No. 2:12-cv (Aug. 27, 2014), ECF No. 111 ( Fuel Senders Complaint );

12 2:13-cv MOB Doc # Filed 07/14/16 Pg 13 of 54 Pg ID 4860 (d) the Second Consolidated Class Action Complaint, Case No. 2:12-cv (Aug. 25, 2014), ECF No. 139 ( Heater Control Panels Complaint ); (e) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 25, 2015), ECF No. 52 ( Alternators Complaint ); (f) the Corrected Consolidated Class Action Complaint, Case No. 2:13-cv (Feb. 10, 2015), ECF No. 48 ( Windshield Wiper Systems Complaint ); (g) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 20, 2014), ECF No. 31 ( Radiators Complaint ); (h) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 25, 2015), ECF No. 50 ( Starters Complaint ); (i) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 26, 2015), ECF No. 54 ( Ignition Coils Complaint ); (j) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 20, 2014), ECF No. 2 ( Motor Generators Complaint ); (k) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 24 ( HID Ballasts Complaint ); (l) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Feb. 26, 2015), ECF No. 14 ( Inverters Complaint ); (m) the Class Action Complaint, Case No. 2:14-cv (Feb. 7, 2014), ECF No. 1 ( Air Flow Meters Complaint ); (n) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 21 ( Fan Motors Complaint );

13 2:13-cv MOB Doc # Filed 07/14/16 Pg 14 of 54 Pg ID 4861 (o) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Jan. 16, 2015), ECF No. 32 ( Fuel Injection Systems Complaint ); (p) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 22 ( Power Window Motors Complaint ); (q) the Consolidated Amended Class Action Complaint, Case No. 2:13-cv (Sept. 30, 2015), ECF No. 19 ( Automatic Transmission Fluid Warmers and Oil Coolers Complaint ); (r) the Consolidated Amended Class Complaint, Case No. 2:13-cv (Jan. 16, 2015), ECF No. 32 ( Valve Timing Control Devices Complaint ); (s) the Class Action Complaint, Case No. 2:14-cv (Feb. 7, 2014), ECF No. 1 ( Electronic Throttle Bodies Complaint ); (t) the Consolidated Amended Class Complaint, Case No. 2:13-cv (Sept. 26, 2015), ECF No. 27 ( Air Conditioning Systems Complaint ); (u) the Consolidated Amended Class Complaint, Case No. 2:13-cv (June 21, 2014), ECF No. 29 ( Windshield Washer Systems Complaint ); (v) the Class Action Complaint, Case No. 2:15-cv (Sept. 30, 2015), ECF No. 2 ( Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Complaint ); (w) the Class Action Complaint for Damages and Injunctive Relief, Case No. 2:16-cv (June 14, 2016), ECF No. 2 ( Ceramic Substrates Complaint ); and (x) Any other action or proceeding filed or otherwise pursued by or on behalf of any Automobile Dealership Plaintiff or any other Settlement Class Member in which any claim is asserted against any of the DENSO Defendants with respect to any Released Part

14 2:13-cv MOB Doc # Filed 07/14/16 Pg 15 of 54 Pg ID Proposed Consolidated Amended Complaint means the Consolidated Amended Complaint, filed in Case No. 2:12-cv (Jan. 7, 2016), ECF No , among other Actions. 7. Cooperation shall refer to those provisions set forth below in Paragraphs Cooperation Materials means any information, testimony, Documents (as defined below in Paragraph 10) or other material (including information from attorney proffers) provided by any of the DENSO Defendants or their counsel under the terms of this Agreement. 9. Defendant means any party named as a defendant in any of the Actions at any time up to and including the date of Final Court Approval, as defined below in Paragraph Document is defined to be synonymous in meaning and equal in scope to the usage of this term in Rule 34(a) of the Federal Rules of Civil Procedure, including electronically stored information. A draft or non-identical copy of a document is a separate document within the meaning of this term. 11. Automobile Dealership Plaintiffs means those Settlement Class Members, as defined in Paragraph 23, who were named plaintiffs in any of the Actions as of May 16, 2016 or who have been or are subsequently added as named plaintiffs in any of the Actions prior to the entry of final judgment against the DENSO Defendants in the Actions. 12. End-Payor Actions means the following cases filed in the MDL Proceeding: (a) (b) (c) (d) (e) (f) Case No. 2:12-cv (re: Automotive Wire Harness Systems); Case No. 2:12-cv (re: Instrument Panel Clusters); Case No. 2:12-cv (re: Fuel Senders); Case No. 2:12-cv (re: Heater Control Panels); Case No. 2:13-cv (re: Alternators); Case No. 2:13-cv (re: Windshield Wiper Systems);

15 2:13-cv MOB Doc # Filed 07/14/16 Pg 16 of 54 Pg ID 4863 (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Case No. 2:13-cv (re: Radiators); Case No. 2:13-cv (re: Starters); Case No. 2:13-cv (re: Ignition Coils); Case No. 2:13-cv (re: Motor Generators); Case No. 2:13-cv (re: HID Ballasts); Case No. 2:13-cv (re: Inverters); Case No. 2:13-cv (re: Air Flow Meters); Case No. 2:13-cv (re: Fan Motors); Case No. 2:13-cv (re: Fuel Injection Systems); Case No. 2:13-cv (re: Power Window Motors); Case No. 2:13-cv (re: Automatic Transmission Fluid Warmers and Oil Coolers); (r) (s) (t) (u) (v) Case No. 2:13-cv (re: Valve Timing Control Devices); Case No. 2:13-cv (re: Electronic Throttle Bodies); Case No. 2:13-cv (re: Air Conditioning Systems); Case No. 2:13-cv (re: Windshield Washer Systems); Case No. 2:15-cv (re: Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors); (w) (x) Case No. 2:16-cv (re: Ceramic Substrates); Any other action or proceeding filed or otherwise pursued by or on behalf of any End-Payor Plaintiff, as defined below in Paragraph 13, in which any claim is asserted against any of the DENSO Defendants with respect to any Released Part; and

16 2:13-cv MOB Doc # Filed 07/14/16 Pg 17 of 54 Pg ID 4864 (y) Any action or proceeding initiated by the filing of the Proposed Consolidated Amended Complaint, or any complaint materially the same thereto. 13. End-Payor Plaintiffs means any persons or entities who were named plaintiffs in any of the End-Payor Actions as of May 16, 2016, or the Proposed Consolidated Amended Complaint, as defined in Paragraph 5 of the End-Payor Settlement Agreement, or who have been or are subsequently named as plaintiffs in any End-Payor Action(s) prior to the entry of final judgment against the DENSO Defendants in the End-Payor Actions. 14. End-Payor Settlement Agreement means the agreement entered into by the DENSO Defendants and End-Payor Plaintiffs, executed on July 14, Indirect Purchaser States means Arizona, Arkansas, California, District of Columbia, Florida, Hawaii, Illinois, Iowa, Kansas, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina, North Dakota, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, West Virginia, and Wisconsin. 16. Opt-Out Deadline means the deadline set by the Court for the timely submission of requests by Settlement Class Members to be excluded from the Settlement Class(es). 17. Protective Orders means the Stipulation and Protective Order Governing the Production and Exchange of Confidential Information, No. 12-md-2311 (E.D. Mich. July 10, 2012) (ECF No. 200), and any other similar order issued in any Action. 18. Released Parts shall refer to all Automotive Parts, as defined above in Paragraph Releasees shall refer to the DENSO Defendants, and to each of their past and present parents, subsidiaries, affiliates, partners, insurers, and all other persons, partnerships or

17 2:13-cv MOB Doc # Filed 07/14/16 Pg 18 of 54 Pg ID 4865 corporations with whom any of the foregoing have been, or are now, affiliated, and each of their respective past and present officers, directors, employees, agents, stockholders, attorneys, servants, representatives, and insurers, and the predecessors, successors, heirs, executors, administrators and assigns of any of the foregoing, excluding any Defendants as of the Execution Date or alleged corporate-entity co-conspirators (other than the DENSO Defendants and their past and present parents, subsidiaries, or affiliates) named in any action brought in the MDL Proceeding. 20. Releasors shall refer to the Settlement Class Members, as defined in Paragraph 23, below, and to their past and present officers, directors, employees, agents, stockholders, attorneys, servants, representatives, parents, subsidiaries, affiliates, partners, insurers and all other persons, partnerships or corporations with whom any of the former have been, or are now, affiliated, and the predecessors, successors, heirs, executors, administrators and assigns of any of the foregoing, other than Releasors who opt-out pursuant to Paragraph 38 of this Agreement. 21. For purposes of this Agreement, the Settlement Classes are defined to include each of the following classes: (a) Automotive Wire Harness Systems Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Automotive Wire Harness Systems as a component part, or indirectly purchased one or more Automotive Wire Harness Systems as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (b) Instrument Panel Clusters Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Instrument Panel Clusters as a component part, or indirectly purchased one or more Instrument Panel Clusters as a replacement part, which were manufactured or sold

18 2:13-cv MOB Doc # Filed 07/14/16 Pg 19 of 54 Pg ID 4866 by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (c) Fuel Senders Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Fuel Senders as a component part, or indirectly purchased one or more Fuel Senders as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (d) Heater Control Panels Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Heater Control Panels as a component part, or indirectly purchased one or more Heater Control Panels as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (e) Alternators Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Alternators as a component part, or indirectly purchased one or more Alternators as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 5 (f) Windshield Wiper Systems Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Windshield Wiper Systems as a component part, or indirectly purchased one or more Windshield Wiper Systems as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (g) Radiators Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Radiators as a component part, or indirectly purchased one or more Radiators as a 5 Automobile Dealership Plaintiffs operative complaints in the Alternators and Starters Actions are identical to one another. Automobile Dealership Plaintiffs are considering amending these complaints so as to, among other things, limit one to Alternators and the other to Starters. For the sole purpose of implementing this Agreement, and subject to a reservation of all rights, the DENSO Defendants will not oppose such amendments

19 2:13-cv MOB Doc # Filed 07/14/16 Pg 20 of 54 Pg ID 4867 replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (h) Starters Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Starters as a component part, or indirectly purchased one or more Starters as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 6 (i) Ignition Coils Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Ignition Coils as a component part, or indirectly purchased one or more Ignition Coils as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (j) Motor Generators Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Motor Generators as a component part, or indirectly purchased one or more Motor Generators as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (k) HID Ballasts Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more HID Ballasts as a component part, or indirectly purchased one or more HID Ballasts as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (l) Inverters Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Inverters as a component part, or indirectly purchased one or more Inverters as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 6 See footnote 5, supra

20 2:13-cv MOB Doc # Filed 07/14/16 Pg 21 of 54 Pg ID 4868 (m) Fan Motors Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Fan Motors as a component part, or indirectly purchased one or more Fan Motors as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 7 (n) Fuel Injection Systems Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Fuel Injection Systems as a component part, or indirectly purchased one or more Fuel Injection Systems as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 8 (o) Power Window Motors Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Power Window Motors as a component part, or indirectly purchased one or more Power Window Motors as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (p) Automatic Transmission Fluid Warmers and Oil Coolers Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Automatic Transmission Fluid Warmers or Oil Coolers as a component part, or indirectly purchased one or more Automatic Transmission Fluid Warmers or Oil Coolers as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. 7 Automobile Dealership Plaintiffs intend to amend the Fan Motors Complaint to name one or more of the DENSO Defendants as a defendant in the Fan Motors Action. For the sole purpose of implementing this Agreement, and subject to a reservation of all rights, the DENSO Defendants will not oppose that amendment. 8 Because the Fuel Injection Systems Settlement Class includes Automobile Dealerships that purchased Air Flow Meters and Electronic Throttle Bodies, this Agreement does not provide for separate settlement classes for Automobile Dealerships that purchased those products

21 2:13-cv MOB Doc # Filed 07/14/16 Pg 22 of 54 Pg ID 4869 (q) Valve Timing Control Devices Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Valve Timing Control Devices as a component part, or indirectly purchased one or more Valve Timing Control Devices as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (r) Air Conditioning Systems Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Air Conditioning Systems as a component part, or indirectly purchased one or more Air Conditioning Systems as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (s) Windshield Washer Systems Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Windshield Washer Systems as a component part, or indirectly purchased one or more Windshield Washer Systems as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (t) Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors as a component part, or indirectly purchased one or more Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant. (u) Ceramic Substrates Settlement Class is defined as: All Automobile Dealerships that, from January 1, 1998, through the Execution Date, purchased a new Vehicle in the United States that included one or more Ceramic Substrates as a component part, or indirectly purchased one or more Ceramic Substrates as a replacement part, which were manufactured or sold by a Defendant, any current or former subsidiary of a Defendant, or any co-conspirator of a Defendant

22 2:13-cv MOB Doc # Filed 07/14/16 Pg 23 of 54 Pg ID Settlement Class Counsel shall refer to the law firms of: Barrett Law Group, P.A. P.O. Box Court Square Lexington, MS Cuneo Gilbert & LaDuca, LLP 507 C Street, N.E. Washington, DC Larson King, LLP 2800 Wells Fargo Place 30 East Seventh Street St. Paul, MN Settlement Class Member means each member of any of the Settlement Classes who has not timely elected to be excluded from the Settlement Classes. 24. Settlement Amount shall be USD $61,200,000 and the Settlement Amount plus any income or interest earned upon this sum after it is deposited into the Escrow Account(s) (as defined below in Paragraph 35) shall constitute the Settlement Funds. 25. Vehicle means any automobile, car, light truck, pickup truck, crossover, van, mini-van, sport utility vehicle, or similar motor vehicle. B. Approval of this Agreement and Dismissal of Claims Against the DENSO Defendants 26. On the Execution Date of this Agreement, Automobile Dealership Plaintiffs and the DENSO Defendants shall be bound by its terms and this Agreement shall not be rescinded except in accordance with Paragraphs of this Agreement. 27. Automobile Dealership Plaintiffs and the DENSO Defendants shall use their best efforts to effectuate this Agreement, including cooperating in seeking the Court s approval for the establishment of procedures (including the giving of class notice under Federal Rules of Civil Procedure 23(c) and (e)) to secure the complete and final dismissal with prejudice of the Actions as to the Releasees

23 2:13-cv MOB Doc # Filed 07/14/16 Pg 24 of 54 Pg ID After reasonable notice to and review and comment by the DENSO Defendants, Automobile Dealership Plaintiffs shall in each then pending Action submit to the Court a motion seeking preliminary approval ( Preliminary Approval ) of this Agreement ( Preliminary Approval Motions ). The Preliminary Approval Motions shall include the proposed form of an order preliminarily approving this Agreement. The text of the proposed form of an order preliminarily approving this Agreement shall be subject to good faith efforts to agree by Automobile Dealership Plaintiffs and the DENSO Defendants before submission of the Preliminary Approval Motions. Automobile Dealership Plaintiffs and the DENSO Defendants agree to use their best efforts to obtain Preliminary Approval from the Court by August 10, The terms of the proposed order preliminarily approving this Agreement will include the substance of the following provisions: (a) preliminarily approving this Agreement as being fair, reasonable, and adequate to the Settlement Classes; (b) preliminarily certifying the Settlement Classes as meeting the standards for settlement classes under Federal Rule of Civil Procedure 23; (c) appointing the law firms identified in Paragraph 22 of this Agreement as Settlement Class Counsel; (d) appointing the Automobile Dealership Plaintiffs as class representatives of the Settlement Classes; (e) directing that notice be given to the Settlement Class Members at a time and in a manner consistent with the terms of this Agreement; (f) approving the establishment of the Escrow Account(s) (as defined below in Paragraph 35);

24 2:13-cv MOB Doc # Filed 07/14/16 Pg 25 of 54 Pg ID 4872 (g) providing that the Court s Preliminary Approval of this Agreement and preliminary certification of the Settlement Classes will have no effect on the rights of any Defendant, including the DENSO Defendants, to contest the certification of any other proposed classes in the MDL Proceeding; and (h) staying the Actions against the DENSO Defendants for all purposes except those necessary to effectuate this Agreement. 29. Automobile Dealership Plaintiffs, at a time to be decided in their sole discretion, shall in each Action submit to the Court a motion for authorization to disseminate notice of the settlement and of this Agreement to all members of the Settlement Classes identified by Automobile Dealership Plaintiffs ( Notice Motions ). The Notice Motions shall provide for notice to all members of the Settlement Classes in a method designed to meet the requirements of Rule 23 and the due process clause. The Automobile Dealership Plaintiffs will submit a draft of the Notice Motions to the DENSO Defendants sufficiently in advance of the date the Automobile Dealership Plaintiffs intend to submit the Notice Motions to the Court for the DENSO Defendants to review and comment upon the Notice Motions. To mitigate the costs of notice, Automobile Dealership Plaintiffs shall endeavor to disseminate a combined notice to the Settlement Classes of this settlement and any other settlements that have been or are reached by the time of the Notice Motions. The Notice Motions shall include a proposed form of, method for, and date of dissemination of notice in each Action. 30. Automobile Dealership Plaintiffs shall seek at the earliest practicable time, and the DENSO Defendants will not object unreasonably to, the entry of an order and final judgment in each Action, the text of which Automobile Dealership Plaintiffs and the DENSO Defendants shall

25 2:13-cv MOB Doc # Filed 07/14/16 Pg 26 of 54 Pg ID 4873 agree upon. The terms of such orders and final judgments will include the substance of the following provisions: (a) certifying each of the Settlement Classes described in Paragraph 21, pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this settlement and as a settlement class for the relevant Action; (b) approving finally this settlement and its terms as being a fair, reasonable, and adequate settlement as to the Settlement Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms; (c) as to the DENSO Defendants and any other Releasees named in any Action, directing that the Actions be dismissed with prejudice and, except as provided for in this Agreement, without costs; (d) reserving exclusive jurisdiction over the settlement and this Agreement, including the administration and consummation of this settlement, as well as over the DENSO Defendants, for the duration of its provision of Cooperation pursuant to this Agreement, to the United States District Court for the Eastern District of Michigan; (e) determining under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directing that the judgments of dismissal in each Action pursuant to subpart (c) of this Paragraph shall be final; (f) providing that (i) the Court s certification of the Settlement Classes is without prejudice to, or waiver of, the rights of any Defendant, including the DENSO Defendants, to contest certification of any class proposed in the MDL Proceeding, except the DENSO Defendants may not contest the Automobile Dealership Plaintiffs motions for class certification in the Actions unless the settlement is vacated or terminated, (ii) the Court s findings in this Order

26 2:13-cv MOB Doc # Filed 07/14/16 Pg 27 of 54 Pg ID 4874 shall have no effect on the Court s ruling on any motion to certify any class in the MDL Proceeding, and (iii) no party may cite or refer to the Court s approval of the Settlement Classes as persuasive or binding authority with respect to any contested motion to certify any such class; (g) enjoining the DENSO Defendants, for a period of two years beginning on the date of entry of the final order and judgment, from engaging in any price-fixing, bid-rigging, or market allocation as to any Automotive Part in violation of Section 1 of the Sherman Act; and (h) enjoining any Settlement Class Member, and their counsel, from prosecuting any claim against the DENSO Defendants or the Releasees that is released by this Agreement. 31. This Agreement shall become final and be deemed to have received Final Court Approval within the meaning of this Agreement when (i) the Court has entered in each Action the orders and final judgments provided for in Paragraph 30, (ii) the Court has entered in each of the End-Payor Actions the orders and final judgments provided for in Paragraph 29 of the End-Payor Settlement Agreement, and (iii) the time for appeal or to seek permission to appeal from the Court s approval of this Agreement and entry of the order and final judgment as to the DENSO Defendants described in subpart (i) hereof has expired in each Action and no motion or other pleading has been filed with the Court (or with any other court) seeking to set aside, enjoin, or in any way alter the order granting final approval or the entry of judgment in any Action or to toll the time for appeal of the order granting final approval or the judgment in any Action or, if appealed, approval of this Agreement and the final judgment in each Action as to the DENSO Defendants has been affirmed in its entirety by the court of last resort to which such appeal has been taken and such affirmance has become no longer subject to further appeal or review. It is agreed that the