IN THE CIRCUIT COURT OF MARENGO COUNTY, ALABAMA SETTLEMENT AGREEMENT AND RELEASE

IN THE CIRCUIT COURT OF MARENGO COUNTY, ALABAMA CHARLES GLASS, and ) RONNIE JENNINGS, ) Plaintiffs, ) v. ) CV 2014-900163 BLACK WARRIOR ELECTRIC ) MEMBERSHIP CORPORATION, Defendant. ) SETTLEMENT AGREEMENT AND RELEASE

SETTLEMENT AGREEMENT AND RELEASE IT IS HEREBY STIPULATED AND AGREED, by and between Plaintiff Charles Glass ( Glass ) and Ronnie Jennings ( Jennings ) (collectively, Glass and Jennings are the Plaintiffs ) and Defendant Black Warrior Electric Membership Corporation ( BW or Defendant ), with all terms as defined below, each through their duly authorized counsel, that the above-captioned action, Glass et al. v. Black Warrior Electric Membership Corporation, Case No. CV 2014-900163, in the Circuit Court of Marengo County, Alabama, is settled and judgment shall be entered on the terms and conditions set forth in this Agreement, subject to the approval of the Court. 1. INTRODUCTION 1.1 In 2014, Plaintiffs filed a class action complaint against Defendant in the Circuit Court of Marengo County, Alabama, where it was assigned case number CV 2014-900163 (the Action ). In the Action, Plaintiffs alleged that BW had breached its agreements with Plaintiffs, and with all other present and former BW members, by failing to refund excess revenues to BW members on an annual basis, as required by and in the manner provided in Ala. Code 37-6- 20. Glass sought to represent all present and current BW members. Jennings sought to represent all former members of BW. 1.2 The Parties and their counsel have voluntarily exchanged certain confidential information concerning the Action and the allegations of the Plaintiffs. The Parties and their counsel have conducted numerous meetings to discuss the information exchanged and the impact of that information on the merits of the claims asserted by Plaintiffs in the Action against BW. Without limitation, the Parties have discussed at length BW s positions, that: (1) the patronage capital or capital credits held on its books and credited to the present and former members of BW, such as Plaintiffs, is in fact capital withholdings specifically authorized by Ala. Code 37-6-20, and therefore is not properly characterized as excess revenues, because those monies have been used to reduce or eliminate BW s capital indebtedness and/or have been used to finance ongoing and past capital projects, such as power generation and distribution equipment and material; and (2) that BW has, in fact, distributed its excess revenues to BW s current and former members through general rate reductions, because BW s rates are consistently among the lowest of comparable cooperatives in Alabama. 1.3 Counsel for Plaintiffs and Counsel for BW conducted several meetings to discuss the possibility of settlement of the Action. At those meetings, Counsel for the Parties developed a framework for settlement of this Action, and subsequently negotiated this Agreement. 1.4 This Agreement reflects a compromise between the Parties, and shall in no event be construed as or deemed an admission or concession by any Party of the truth of any allegation or the validity of any purported claim or defense asserted in any of the pleadings in the Action, or of any fault on the part of BW, and all such allegations are expressly denied. Nothing in this Agreement shall constitute an admission of liability or be used as evidence of liability, by or against any party hereto. This Agreement shall not, in whole or in part, be admitted into 1

evidence against BW in any civil, criminal, regulatory or administrative proceeding in any court, administrative agency or other tribunal, other than in such proceedings as may be necessary to consummate or enforce this Agreement or the Final Order and Judgment. 1.5 BW expressly denies any wrongdoing and does not admit or concede any actual or potential fault, wrongdoing, or liability to Glass, Jennings, the Settlement Classes, Class Counsel, or to any other person or entity in connection with any facts or claims that have been alleged against it in the Action, and in fact BW expressly denies all such liability. BW further denies that the Action meets the requisites for certification as a litigated class action under Alabama law, except for purposes of the settlement classes as described in this Agreement. BW intends to vigorously defend the Action in the event the Final Settlement Date is not reached. Nevertheless, BW considers it desirable to resolve this Action on the terms stated herein, in order to avoid further expense, inconvenience, and interference with its business operations, and to dispose of costly and burdensome litigation. Therefore, BW has determined that settlement of this Action on the terms set forth herein is in its best interest. 1.6 Based upon their review, investigation, evaluation of the facts and law relating to the matters alleged in the pleadings, and the extensive investigation and prosecution of the Action, the Plaintiffs and Class Counsel, on behalf of the other members of the proposed Settlement Classes, have agreed to settle the Action pursuant to the provisions of this Agreement, after considering, among other things: (a) the benefits offered to the Members of the Settlement Classes under the terms of this Agreement, with the right of exclusion to enable those who desire to do so to pursue individual claims, subject to the terms of this Agreement; (b) the risks, costs, and uncertainty of protracted litigation, especially in complex actions such as this, as well as the difficulties and delays inherent in such litigation; and (c) the desirability of consummating this Agreement promptly in order to provide immediate relief to the Members of the Settlement Classes. The Plaintiffs and Class Counsel have concluded that this Agreement is fair, reasonable and adequate because it provides class-wide relief, and in particular allows members of the Settlement Classes to obtain immediate access, in the form of cash, to a percentage of their assigned portion of the approximately $72 million in aggregate capital credits held on BW s books, and conversion of patronage capital to member equity. The Plaintiffs and Class Counsel have also determined that his Agreement is in the best interests of the Settlement Classes because it avoids the risks and uncertainties of litigation, and fairly resolves the claims alleged in the Action, while offering each individual Member of the Settlement Classes the opportunity to optout and pursue individual relief, if he or she so desires. 2. DEFINITIONS 2.1 As used in this Agreement and the attached exhibits (which are an integral part of this Agreement and are incorporated in their entirety by reference as if fully stated in this Agreement), the following terms have the following meanings, unless this Agreement specifically provides otherwise: 2.1.1 Action means Glass & Jennings v. Black Warrior Electric Membership Corporation, in the Circuit Court of Marengo County, Alabama, Case Number CV 2014-900163. 2

2.1.2 Agreement means this Settlement Agreement and Release and the exhibits attached hereto or incorporated herein, including any subsequent amendments agreed to by the Parties and any exhibits to such amendments, which together are the Settlement. 2.1.3 Attorneys Fees and Expenses means such aggregate funds as may be awarded by the Court to compensate Class Counsel (and any other past, present or future attorneys for the Plaintiffs or the Settlement Classes in this Action) for all of the past, present and future attorneys fees, costs (including court costs), expenses and disbursements earned or incurred collectively and individually by any and all of them, their investigators, experts, staff and consultants combined in connection with the Action. 2.1.4 Benefit means the benefit made available to a Settlement Class Member pursuant to this Agreement. For any Class Member, the Benefit shall be calculated pursuant to the following formula: [(a) + (b)] x (multiplied by) (d) (c) where the following definitions apply: (a) is the amount of the Class Member s assigned patronage capital or capital credits showing on the books of BW, as of December 31, 2014; (b) equals $10 per year for each year, or any portion thereof, prior to 1975 in which the Class Member was a member of BW; (c) is the aggregate amount of all patronage capital or capital credits showing on the books of BW, as of December 31, 2014; and (d) is the Net Settlement Fund. 2.1.5 BW means Black Warrior Electric Membership Corporation. 2.1.6 Claim means a claim for a Benefit by any Member of the Settlement Classes, as described more fully in Section 4 of this Agreement. 2.1.7 Claim Form means the document in a form substantially similar to that attached hereto as Exhibit C. 2.1.8 Class Counsel means, collectively: (1) for the Former Member Class, John Gibbs, Gibbs & Sellers, P.C., 108 North Walnut Street, Demopolis, AL 36732; and (2) for the Present Member Class, Brian P Strength and Joel Connally, Strength & Connally, LLC, 402 North Main Street, Tuskegee, AL 36083, and James E. Fleenor, Jr. and Wilson F. Green, Fleenor & Green LLP, 204 Marina Drive, Ste. 200, Tuscaloosa, AL 35406. 2.1.9 Class Notice means the legal notice of the terms of this Agreement, in a form substantially similar to that attached as Exhibit A. 2.1.10 Complaint means the Complaint filed in the Action. 3

2.1.11 Costs of Administration means the reasonable and necessary costs: (a) to provide notice of the Settlement and this Agreement to the Settlement Classes, as set forth in Section 5; establishing and maintaining the settlement website; causing to be published the Class Notice and Summary Settlement Notice as provided in Section 5; and (b) to calculate and distribute payments to Settlement Class Members who submit Valid Claims as provided in Section 4. The Costs of Administration include the reasonable fees and expenses incurred by the Settlement Administrator in performing all of the tasks for which the Settlement Administrator is retained. 2.1.12 Court means the Circuit Court of Marengo County, Alabama, acting pursuant to its jurisdiction over the Action. 2.1.13 Fairness Hearing means the hearing held by the Court to consider evidence and argument for the purposes of determining, among other things, whether this Agreement and the Settlement are fair, reasonable and adequate; this Agreement should be given final approval through entry by the Court of the Final Order and Judgment; and certification of the Settlement Class should be made final. 2.1.14 Final Claims Date means 90 days after the Final Settlement Date. 2.1.15 Final Order and Judgment means the order or orders entered by the Court approving the Settlement and this Agreement and certifying the Settlement Class pursuant to Rule 23(b)(3) of the Alabama Rules of Civil Procedure; and the judgment entered pursuant to Rule 58 of the Alabama Rules of Civil Procedure, which shall be in substantially the same form as is agreed to by the Parties and submitted to the Court before the Fairness Hearing. 2.1.16 Final Settlement Date means the date on which the Final Order and Judgment approving this Agreement becomes final. For purposes of this Agreement, the Final Order and Judgment shall become final: (a) if no appeal is taken from the Final Order and Judgment, on the date on which the time to appeal therefrom has expired pursuant to Rule 4 of the Alabama Rules of Appellate Procedure; or (b) if any appeal is taken from the Final Order and Judgment, on the date on which all appeals therefrom, including petitions for rehearing or reargument, or petitions for certiorari, or any other form of appellate review, have been fully and finally disposed of in a manner that affirms all of the material provisions of the Final Order and Judgment. 2.1.17 Former Member Class means all individuals, firms, partnerships, associations, corporations, or entities which were at any time a member of BW, but which are no longer members of BW as of the date of the Final Order and Judgment. Excluded from the Former Member Class are: (a) persons who timely and properly exclude themselves from the Settlement Class as provided in this Agreement; (b) persons who, as of the date of entry of the Final Order and Judgment, have executed an individual release of all claims within the scope of the Release proposed by this Agreement; and (c) all Alabama state judges, their spouses, and persons within the third degree of relationship to them. 4

2.1.18 Glass means Plaintiff Charles Glass. 2.1.19 Gross Settlement Fund means the fund established under this Agreement, payable by BW, in the amount of $10,500,000. 2.1.20 Incentive Awards means such funds as may be awarded by the Court to Glass and Jennings to compensate them for their efforts in bringing the Action and achieving the benefits of this Agreement on behalf of the Settlement Classes. 2.1.21 Jennings means Plaintiff Ronnie Jennings. 2.1.22 Net Settlement Fund means the amount of the Gross Settlement Fund less the total amount of Attorneys Fees and Expenses, from which BW will pay Valid Claims. 2.1.23 Parties means Plaintiff Charles Glass, Plaintiff Ronnie Jennings, and Defendant BW, collectively. 2.1.24 Preliminary Approval Order means the order to be entered by the Court preliminarily approving the Settlement as outlined in this Agreement and that is substantially in the form attached hereto as Exhibit D. 2.1.25 Present Member Class means all individuals, firms, partnerships, associations, corporations, or entities which were at any time a member of BW, and who are members of BW as of the date of the Final Order and Judgment. Excluded from the Present Member Class are: (a) persons who timely and properly exclude themselves from the Settlement Class as provided in this Agreement; (b) persons who, as of the date of entry of the Final Order and Judgment, have executed an individual release of all claims within the scope of the Release proposed by this Agreement; and (c) all Alabama state judges, their spouses, and persons within the third degree of relationship to them. 2.1.26 Release means the release and waiver set forth in Section 8 of this Agreement. 2.1.27 Released Claims means each and all claims described in said Release. 2.1.28 Released Parties means BW, and each and all of its current or former parent corporations, subsidiaries, divisions, related and affiliated companies and entities, clients and customers, principals, stockholders, directors, officers, employees, attorneys, representatives and agents, and all individuals or entities acting by, through, under or in concert with any of them. 2.1.29 Remaining Patronage means, for any Settlement Class Member, (a) the total of that Settlement Class Member s patronage capital or capital credits reflected on BW s books, less (b) the amount paid as cash Benefits to the Settlement Class Member under this Agreement. 5

2.1.30 Settlement Administrator means the third-party agent(s) or administrator(s) agreed to by the Parties and approved by the Court who may be retained by the Parties to help implement the distribution of the Class Notice, host the internet website, and aid in fulfilling the related requirements set forth in Section 5 of this Agreement. The Parties have agreed to retain Tilghman & Co., P.C. as the Settlement Administrator, and to seek the Court s approval of Tilghman & Co., P.C. in connection with the preliminary approval of this Agreement and Settlement. 2.1.31 Settlement Classes means, collectively, the Former Member Class and the Present Member Class. 2.1.32 Settlement Class Member means a member of either of the Settlement Classes. 2.1.33 Settlement Fund means that fund established, described, and distributed under Section 4 of this Agreement. 2.1.34 Summary Settlement Notice means the published summary of the Class Notice, including notice of the Settlement and this Agreement, the Fairness Hearing and Settlement Class Member s opt-out and objection rights, in a form substantially similar to that attached as Exhibit B. 2.1.35 Valid Claims means claims that comply with Section 4 submitted by Settlement Class Members on or before the Final Claims Date. 2.2 Other capitalized terms used in this Agreement but not defined in this Section 2 shall have the meanings ascribed to them elsewhere in this Agreement and the exhibits attached hereto. 2.3 The terms he or she and his or her include it or its where applicable. 3. CERTIFICATION OF THE SETTLEMENT CLASS 3.1 The Plaintiffs and Class Counsel shall propose, without objection from BW, that the Court: (1) certify the Settlement Classes for settlement purposes only under Rule 23(b)(3) of the Alabama Rules of Civil Procedure; (2) appoint Plaintiff Glass as the representative for the Present Member Class, and Plaintiff Jennings as representative for the Former Member Class; and (3) appoint Class Counsel as legal counsel for their respective Settlement Classes. 3.2 BW, without admitting that the Action meets the requisites for certification of a litigated class under Alabama Rule of Civil Procedure 23 or for class certification for any purpose other than settlement, hereby consents, on each and all of the terms and conditions set forth herein, and solely for purposes and in consideration of the Settlement set forth herein, to the certification of the Settlement Classes, to the appointment of Class Counsel as legal counsel for the Settlement Classes, and to the approval of Plaintiff Glass as the representative of the Present Member Class, and to the appointment of Plaintiff Jennings as the representative of the Former Member Class. 6

3.3 The Court s certification of the Settlement Classes for settlement purposes only shall not be deemed to be an adjudication of any fact or issue for any purpose other than the accomplishment of the provisions of this Settlement and this Agreement, and shall not be considered as law of the case, res judicata or collateral estoppel in the Action or in any other proceeding unless and until the Final Settlement Date is reached. Whether or not the Settlement reaches the Final Settlement Date, BW s agreement not to object to class certification for settlement purposes only (and any and all statements or submissions made by any of the Parties in connection with seeking the Court s approval of the Settlement and this Agreement) shall not be deemed to be any stipulation as to the propriety of class certification, or any admission of fact or law regarding any request for class certification, in any other action or proceeding, whether or not involving the same or similar claims. In the event the Settlement and this Agreement are not approved, or the Final Settlement Date is not reached, or this Agreement is terminated, cancelled, or fails to become effective for any reason whatsoever, the Parties agreement that Plaintiffs may move for certification of the Settlement Classes for settlement purposes, without objection from BW, shall be null and void, and the Court s certification order shall be vacated, and thereafter no class or classes will remain certified, and nothing in this Agreement or other papers or proceedings related to the Settlement shall be used as evidence or argument by any party concerning whether the Action may properly be maintained as a class action under applicable law; provided, however, that the Plaintiffs and Class Counsel may thereafter seek certification of a litigation class or classes before the Court, and BW may oppose such certification on any grounds. In the event the Settlement and this Agreement are not approved, or the Final Settlement Date is not reached, or this Agreement is terminated, cancelled, or fails to become effective for any reason whatsoever, nothing in this Settlement or this Agreement shall be admissible in any effort to certify this class or any other class in this Court, or in any other court, under any circumstances. 4. SETTLEMENT RELIEF 4.1 Pursuant to and subject to all other terms of this Agreement, and in consideration for the dismissal of the Action with prejudice on the merits and in consideration of the Release and the approval, entry and enforcement thereof by the Court, BW has agreed to provide the Settlement Classes with the following relief (and only the following relief), subject to each and all of the terms and conditions specified herein. 4.2 Payment of Benefits to Class Members. Subject to the Settlement Class Member s compliance with the procedures set forth in this Section 4 below, and subject to the other terms and conditions of this Agreement, BW agrees to pay to each Settlement Class the Benefit due each such Member. Within 15 days after the Final Claims Date, the Settlement Administrator shall determine the total amount of Benefits payable to the Settlement Class Members who have filed Valid Claims. Within 30 days after the Final Claims Date, BW shall pay to the Settlement Administrator such funds as may be neceessary, up to the entire Net Settlement Fund, to pay all Valid Claims. 4.3 Procedure for Making Claims. In order to be eligible to receive payment of a Benefit under Section 4.3, Settlement Class Members must complete a Claim Form, providing the information and proof of identity as set out in the Claim Form. 7

4.4 Mailing Claim Forms: To submit a claim, Settlement Class Members must mail completed Claim Forms to the Settlement Administrator to be received by the Final Claims Date. Upon request to the Settlement Administrator, BW shall have the right to audit Claim Forms submitted by Settlement Class Members. 4.5 Incentive Awards to Plaintiffs. In addition to the payment of the Gross Settlement Fund, BW will pay or cause to be paid any Incentive Award to the Plaintiffs which may be awarded by the Court, up to $5,000 per Plaintiff. 4.6 Costs of Administration. BW has agreed to pay or cause to be paid the Costs of Administration associated with administering the Settlement and providing notice of the Settlement Class, subject to the terms of this Agreement. 4.7 Treatment of Remaining Patronage. Immediately upon the payment of Benefits to Settlement Class Members, all Remaining Patronage for all Settlement Class Members shall be converted on BW s books to Member Equity. 4.8 Future Patronage Capital Credits. Patronage Capital Credits for calendar year 2015 and for each year thereafter shall be assigned to the members and retired as provided in this paragraph, subject to any different instructions hereafter issued by the Marengo County Circuit Court. The annual audit for BW has historically been completed and approved by the Board of Directors of BW at a regularly scheduled Board meeting before the annual meeting of members. Within a reasonable period of time not to exceed ninety (90) days after the approval of the annual audit, the Board shall determine the Patronage Capital Credits for the prior calendar year and assign same to the members. In addition, the Board shall determine the funds available to address the following, to-wit: (a) funds necessary to finance or make any and all necessary capital improvements; (b) funds necessary to establish and maintain reasonable reserves for extraordinary operational expenses, emergencies, and storm damage; and/or (c) funds necessary for reasonable operating expenses of BW for the upcoming year. The Board shall continue to take into consideration the historical practice of the Board of maintaining low rates for electricity consumed by its members, and the historical aversion of the Board to incur debt. The sum total of funds required for (a), (b), and (c), set out above, shall herein be defined as necessary operating reserves. The Board shall then determine the funds available for retirement of Patronage Capital Credits in excess of the necessary operating reserves, as defined above. The Board shall give full consideration to the ratio set out and established in paragraph 2.1.4, as said ratio was based on an analysis of the seventy-five year history of BW and the actual funds available in excess of necessary operating reserves during that time. The Board shall then authorize retirement of Patronage Capital Credits by payment to members of the amount determined as available for payment pursuant to the provisions of this paragraph. If adequate funds are not available in any given year to retire Patronage Capital Credits using the ratio as set out in paragraph 2.1.4, the shortfall amount shall be recorded and carried forward to subsequent year(s) when adequate funds are available, as determined by the Board. The retirement or payment of said member s pro-rata Capital Credits shall be completed during the fourth quarter of each year of assignment of Patronage Capital Credits. The remaining Patronage Capital Credits which are not scheduled for present or future retirement payment shall be converted to member equity by the Board of Directors of BW. 8

4.9 Timing of Payments. BW will pay: (i) the Costs of Administration in a timely manner to effectuate the terms of this Agreement; (ii) to the Plaintiffs the Incentive Awards, within ten (10) days after the Final Settlement Date; (iii) to Class Counsel the Attorneys Fees and Expenses, within ten (10) days after the Final Settlement Date; and (iv) to the Settlement Administrator, the aggregate amount of Benefits payable to Settlement Class Members who have filed Valid Claims, in the manner provided in Section 4.2 above. 5. NOTICE; COMMUNICATIONS WITH SETTLEMENT CLASS MEMBERS 5.1 Notice to Present Member Class. Within ten (10) days following entry of the Preliminary Approval Order, BW shall cause a copy of the Class Notice to be sent by United States Mail to each member of the Present Member Class, at the address indicated in BW s records as the address at which BW provides service to the member of the Present Member Class. 5.2 Notice to Former Member Class. 5.2.1 Members of the Former Member Class are not persons or entities for whom or for which BW has current addresses. Therefore, BW lacks the necessary records from which to disseminate notice by mail, or any other individual means, through reasonable efforts to those Settlement Class Members in the Former Member Class. The parties agree that the notice plan for persons and entities within the Former Member Class, as set forth below, is the best notice practicable under the circumstances. 5.2.2 No later than ten (10) days after entry of the Preliminary Approval Order, BW shall cause to be published in three (3) consecutive weeks advertisements containing the Summary Settlement Notice in The Tuscaloosa News and The Mobile Register. 5.2.3 In addition to publication of the Summary Settlement Notice, the Class Notice shall be published on, and available for download from, the internet website administered by the Settlement Administrator on or before the date of the first advertisements of the Summary Settlement Notice. 5.3 Technical Amendments to Class Notice Following Approval. Following issuance of the Preliminary Approval Order, Class Counsel and BW s Counsel may by mutual agreement make any changes in the font, format or content of the Class Notice, the Summary Settlement Notice, or the exhibits to any of them, any time before the first advertisements containing the Summary Settlement Notice are first published, so long as such changes do not materially alter the substance of the Class Notice. Any material substantive changes proposed by Class Counsel and BW s Counsel following issuance of the Preliminary Approval Order must be approved by the Court. 5.4 Internet Website. Subject to review and supervision by Class Counsel, BW shall cause the Settlement Administrator to establish an Internet website, the address of which shall be included and disclosed in the Class Notice and the Summary Settlement Notice, which will inform Settlement Class Members of the terms of this Agreement, their rights, dates and deadlines and related information. The website shall include, in.pdf format, materials related to 9

the Settlement as agreed upon by the Parties and/or required by the Court, and will be operational and live by the date of the first advertisements of the Summary Settlement Notice. The internet website address shall be included in the Class Notice. 5.5 Declaration of Compliance. Not later than five (5) days before the date of the Fairness Hearing, the Settlement Administrator, and to the extent necessary BW, shall file with the Court an Affidavit, based on the personal knowledge of the declarant(s), verifying compliance with these classwide notice procedures. 5.6 BW s Communication Rights. BW expressly reserves, and the Parties agree that BW shall have the right to communicate with, and respond to inquiries from, Settlement Class Members in the ordinary course of BW s business. However, any inquiries directed to BW by any Settlement Class Member about this Agreement or about the Action shall be referred to Class Counsel. 5.7 Media Communications. 5.7.1 Subject to Sections 5.6.3., Class Counsel and BW s Counsel agree to cooperate in good faith to ensure that: (a) any comments about or descriptions of this Agreement or its value or cost in the media or in any other public forum apart from the Action are balanced, fair and accurate; and (b) any press releases or public communications regarding the Agreement are reviewed and mutually approved and agreed to by Class Counsel and BW s Counsel before dissemination or publication. 5.7.2 Subject to Section 5.6.3., Class Counsel and BW s Counsel may, after mutual consultation, make only mutually agreeable press communications announcing the Settlement, but shall not otherwise issue any press release or printed or broadcast public communication about this Agreement or the Settlement. 5.7.3 Notwithstanding any other provision hereof, BW may disclose and discuss this Agreement to and with its customers and clients (except as provided in Section 5.6 above), and with its respective accountants, shareholders, auditors, consultants and investors, as well as with government entities as necessary to comply with applicable law. 6. REQUESTS FOR EXCLUSION 6.1 Any Settlement Class Member who wishes to be excluded from the Settlement Class must send to the Settlement Administrator (Black Warrior Electric Settlement Administrator, Post Office Box 487, Birmingham, Alabama 35201-0487), so that it is postmarked no later than fifteen (15) days before the originally scheduled date of the Fairness Hearing (if the Fairness Hearing is continued, the deadline runs from the first scheduled Fairness Hearing), or as the Court otherwise may direct, a written request for exclusion. A written request for exclusion must: (a) contain a caption or title that identifies it as Request for Exclusion in Glass & Jennings v. Back Warrior Electric Membership Corporation, CV 2014-900163 ; (b) include the Settlement Class Member s name and address, and state whether the Settlement Class Member is a member of the Present Member Class or the Former Member Class; (c) specify the 10

address for service at which BW provided electrical service to the Settlement Class Member; (d) specify that he or she wants to be excluded from the Present Member Class or Former Member Class (whichever is applicable); and (e) be personally signed by the Settlement Class Member. The requirements for submitting a timely and valid request for exclusion shall be set forth in the Class Notice. 6.2 Any potential Settlement Class Member who fails to strictly comply with the procedures set forth in Paragraph 6.1 (and in the Class Notice) for the submission of written requests for exclusion will be deemed to have consented to the jurisdiction of the Court, will be deemed to be part of his/her/its respective Settlement Class, and will be bound by all subsequent proceedings, orders, and judgments in the Action, including, but not limited to, the Release, even if he or she has litigation pending, or subsequently initiates litigation, against BW relating to the claims and transactions released in the Action. 7. OBJECTIONS TO SETTLEMENT 7.1 Any Settlement Class Member who has not filed a timely written request for exclusion and who wishes to object to the fairness, reasonableness, or adequacy of this Agreement or the proposed Settlement, or to the award of Attorneys Fees and Expenses, or the Incentive Awards, or to any other aspect or effect of the proposed Settlement, must file with the Court, and deliver to Class Counsel and to BW s Counsel, no later than fifteen (15) days before the originally scheduled date of the Fairness Hearing (if the Fairness Hearing is continued, the deadline runs from the first-scheduled Fairness Hearing), or as the Court otherwise may direct, a written statement of his or her objection. 7.2 A written statement of objection must: (a) contain a caption or title that identifies it as Objection to Class Settlement in Glass & Jennings v. Back Warrior Electric Membership Corporation, CV 2014-900163; (b) set forth the specific reason(s), if any, for each objection, including all legal support the Settlement Class Member wishes to bring to the Court s attention and all factual evidence the Settlement Class Member wishes to introduce in support of the objection; (c) include the name and address of the Settlement Class Member; (d) specify the address for service at which BW provided electrical service to the Settlement Class Member; and (e) be personally signed by the Settlement Class Member. 7.3 A separate copy of each objection must be sent to each of the following: Wilson F. Green John Gibbs Fleenor & Green LLP Gibbs & Sellers, P.C. 204 Marina Drive Ste. 200 108 North Walnut Street Tuscaloosa, Alabama 35406 Demopolis, Alabama 36732 wgreen@fleenorgreen.com jgibbs@gibbsandsellers.com Woodford W. Dinning, Jr. Hon. Kenny Freeman Lloyd & Dinning LLC Clerk, Circuit Court of Marengo County 501 North Walnut Avenue P.O. Box 480566 Demopolis, Alabama 36732 Linden, Alabama 36748 wwdjr@ldllc.com 11

7.4 A Settlement Class Member may file and serve a written statement of objection either on his own or through an attorney retained at his own expense; provided, however, that a written statement of objection filed and served by or through an attorney for a Settlement Class Member must nevertheless satisfy the requirements of this Section 7 for objections, including but not limited to Sections 7.1, 7.2, and 7.5. 7.5 Any Settlement Class Member who properly files and serves a timely written objection, as described in this Section 7, may appear at the Fairness Hearing, either in person or through personal counsel hired at the Settlement Class Member s own expense, to object to the fairness, reasonableness, or adequacy of this Agreement or the proposed Settlement, or to the award of Attorneys Fees and Expenses or Incentive Award, or to any other aspect or effect of the proposed Settlement. However, any Settlement Class Member who intends to make an appearance at the Fairness Hearing must include a statement to that effect in his or her objection. If a Settlement Class Member hires his or her own personal attorney to represent him or her in connection with an objection, and if the attorney wishes to appear at the Fairness Hearing, the attorney must: (a) file a notice of appearance with the Clerk of Court in the Action no later than fifteen (15) days before the originally scheduled date of the Fairness Hearing (if the Fairness Hearing is continued, the deadline runs from the first-scheduled Fairness Hearing); and (b) serve and deliver a copy of that notice of appearance to Class Counsel and BW s Counsel no later than fifteen (15) days before the originally scheduled date of the Fairness Hearing (if the Fairness Hearing is continued, the deadline runs from the first-scheduled Fairness Hearing). 7.6 Any Settlement Class Member who fails to strictly comply with the provisions and deadlines of this Section 7 shall waive and forfeit any and all rights he or she may have to appear separately and/or to object, and will be deemed to have consented to the jurisdiction of the Court, to be part of his/her/its respective Settlement Class, and to be bound by all subsequent proceedings, orders, and judgments in the Action, including, but not limited to, the Release. 7.7 Any Settlement Class Member who objects to the Settlement but does not file an exclusion request shall, unless he or she is subsequently excluded by Order of the Court, remain a Settlement Class Member and therefore be entitled to all of the benefits, obligations and terms of the Settlement if this Agreement and the terms contained therein are approved and the Final Settlement Date is reached. 8. RELEASE AND WAIVER 8.1 The Parties agree to the following release and waiver, which shall take effect upon the Final Settlement Date (the following, separately and severally, shall be referred to for purposes of this Agreement as the Released Claims ): In consideration for the Settlement benefits described in this Agreement, the Plaintiffs and the other members of the Settlement Classes who do not timely and validly exclude themselves in accordance with the procedures set forth in the Class Notice, on behalf of themselves and on behalf their heirs, guardians, assigns, executors, administrators, predecessors, and/or successors, will, by 12

virtue of this Agreement and by virtue of the Court s order of final approval, be deemed to have fully, finally and forever released, remised, relinquished, acquitted, and forever discharged each and all of the Released Parties of and from any and all known and unknown past, present or future claims, actions, causes of action, suits, liabilities, demands, rights, debts, damages, judgments or avenues of relief of whatever kind, type or nature whatsoever arising in whole or in part from, or in any way whatsoever relating to, the facts or occurrences alleged in the Complaint, whether arising at law, in equity, or by regulation; and whether or not previously asserted; and whether assertable in the form of a cause of action or as a private motion, petition for relief or claim for contempt, or otherwise, in any court, tribunal, arbitration panel, commission, agency, or before any governmental and/or administrative body, or any other adjudicatory body; and whether past, present or future, mature or not yet mature, known or unknown, suspected or unsuspected, contingent or non-contingent; and whether based on federal, state or local law, statute, ordinance, regulation, code, contract, common law, or any other source. 8.2 The Plaintiffs represent and warrant that they are the sole and exclusive owner of all claims that they are personally releasing under this Agreement. The Plaintiffs further acknowledge that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Action, and that they are not aware of anyone other than themselves claiming any interest, in whole or in part, in the Action or in any benefits, proceeds or values under the Action on their behalves. 8.3 Without in any way limiting its scope, and, except to the extent otherwise specified in this Agreement, this Release covers by example and without limitation, any and all claims for attorneys fees and costs, expert fees or consultant fees, interest, or litigation fees and costs, or any other fees, costs, and/or disbursements incurred by Class Counsel, or by the Plaintiffs or by the Settlement Class Members regarding Released Claims for which any of the Released Parties might otherwise be claimed liable. 8.4 The Plaintiffs acknowledge, and all Settlement Class Members will be deemed by the Final Order and Judgment to acknowledge, that they are aware that they could conceivably hereafter discover claims that were existing in the past or present, that may be presently unknown or unsuspected, or facts in addition to or different from those that they now know or believe to be true with respect to the allegations or subject matters in the Action or with respect to the Released Claims but, nevertheless, intend to fully, finally and forever settle and release such matters, and all claims relating thereto, which exist, hereafter may exist, or might have existed (whether or not previously or current asserted in any action or proceeding) related in any way to the facts or occurrences alleged in the Complaint or with respect to the Released Claims. 8.5 The Parties and each of the Settlement Class Members who do not timely and validly exclude themselves in accordance with the procedures set forth in the Class Notice shall 13

be deemed to have agreed that the Release set forth herein will be and may be raised as a complete defense to and will preclude any action or proceeding based in whole or in part upon the claims released by and through this Agreement. The Plaintiffs acknowledge and agree, and all Settlement Class Members (other than those who timely and validly exclude themselves in accordance with the procedures set forth in the Class Notice) will be deemed by the Final Order and Judgment to have agreed, that each of them shall be permanently barred and enjoined by the Final Approval Order from hereafter instituting, participating in, prosecuting or maintaining, either directly or indirectly, on their own behalf, or on behalf of the Settlement Class or any other Settlement Class Member, person or entity, any action or proceeding of any kind asserting any of the Released Claims. 8.6 The Preliminary Approval Order shall contain a preliminary injunction against the filing, prosecution, or maintenance by Settlement Class Members of actions asserting claims that would be subject to the Release provided for by this Agreement, in order to protect the Court s jurisdiction and facilitate the Court s consideration of whether final approval of this Agreement and the Settlement is appropriate. 8.7 Subject to the provisions of this Section 8 and the injunctions contemplated thereby, nothing in this Release shall preclude any filing in this Action seeking to have the Court enforce the terms of this Agreement, including participation in any of the processes detailed therein. 8.8 The Parties hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of this Agreement and shall be included in any Final Order and Judgment entered by the Court. 9. ATTORNEYS FEES AND EXPENSES AND INCENTIVE AWARD 9.1 Generally. The Parties reached agreement regarding Attorneys Fees and Expenses only after they reached an agreement in principle as to all other material terms of this Agreement. 9.2 Attorneys Fees and Expenses. As a result of their negotiations and compromises, and subject to the provisions of this Section 9, BW agrees not to oppose any motion by Plaintiffs, upon the entry of the Final Order and Judgment, that Class Counsel be awarded Attorneys Fees and Expenses, payable by BW from the Gross Settlement Fund amount, in an amount not to exceed $2,500,000.00, to compensate Class Counsel (as well as any and all other past, present and future attorneys for the Settlement Class, and any and all other past, present and future attorneys for any past, present or future named plaintiff in this action) for all past, present and future attorneys fees, costs (including court costs), expenses and disbursements of such attorneys and any of their experts, investigators, staff and consultants combined. Class Counsel agrees not to seek or accept any amount or award of Attorneys Fees and Expenses in excess of this total aggregate amount. 9.3 Class Counsel represent and warrant that any motion for Court approval of Attorneys Fees and Expenses will include within its scope all lawyers and law firms with a financial interest of any kind in the Action and the Settlement. 14

9.4 The amount awarded by the Court in Attorneys Fees and Expenses shall be the sole aggregate compensation paid by BW to Class Counsel for representing the Plaintiffs and the Settlement Class. BW shall not be liable for or obligated to pay any Attorneys Fees and Expenses to Class Counsel, or to any other lawyer for the Plaintiffs, for the Settlement Class, or for any Settlement Class Member, other than the amount or amounts expressly provided for in this Agreement. 9.5 Incentive Awards. 9.5.1 The Parties have also agreed that Class Counsel shall be entitled to apply to the Court for an Incentive Award to Plaintiffs not to exceed $5,000.00 per Plaintiff, and that BW will not object to any application by Class Counsel for Incentive Awards to Plaintiffs of up to that amount. 9.5.2 The purpose of the Incentive Award is to compensate Plaintiffs for their efforts and risks in bringing and prosecuting the Action on behalf of the Settlement Class and achieving the benefits of this Agreement on behalf of the Settlement Class. 9.5.3 Plaintiffs and Class Counsel represent and warrant that they will not seek an Incentive Award in excess of $5,000.00 for each Plaintiff. 9.5.4 BW will pay or cause to be paid the Incentive Awards to each Plaintiff s Counsel, who will be solely responsible for distribution of any Court-approved Incentive Award to his client Plaintiff. 9.6 In the event the Final Order and Judgment is not entered, or this Agreement and the Settlement do not reach the Final Settlement Date, BW will not be liable for, and shall be under no obligation to make any of the payments contemplated by or set forth in this Agreement. 9.7 The effectiveness of this Agreement and the Settlement is not and will not be conditioned upon or delayed by the Court s approval of (or failure to approve) Class Counsel s applications for Attorneys Fees and Expenses and the Incentive Award. The denial, downward modification, or failure to grant Class Counsel s request for Attorneys Fees and Expenses, or for an Incentive Award, shall not constitute grounds for modification or termination of this Agreement or the Settlement proposed herein. 10. PRELIMINARY APPROVAL ORDER, FINAL ORDER AND JUDGMENT, AND RELATED ORDERS 10.1 Not later than seven (7) days after the execution of this Agreement, the Parties shall file a motion and all supporting papers with the Court seeking entry of the Preliminary Approval Order. 10.2 At the hearing on the motion for entry of the Preliminary Approval Order, the Parties shall ask the Court to set a date for the Fairness Hearing not later than sixty (60) days after the Court grants the Preliminary Approval Order. 15

10.3 Not later than seven (7) days before the Fairness Hearing, (1) the Parties shall file a motion and all supporting papers seeking the Court s entry of the Final Order and Judgment and the dismissal with prejudice of the Action; and (2) Plaintiffs and/or Class Counsel shall file their motion(s) seeking an award of Attorneys Fees and Expenses for Class Counsel, as set forth in Section 9.2 of this Agreement, and seeking an Incentive Award for Plaintiffs, as set forth in Section 9.5 of this Agreement. 11. MODIFICATION OR TERMINATION OF THIS AGREEMENT 11.1 Prior to the Final Settlement Date, the terms and provisions of this Agreement 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 Judgment, the Parties may by mutual written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Settlement Classes or approval by the Court if such changes are not materially inconsistent with the Court s Final Order and Judgment and do not materially limit, or materially and adversely affect, the rights or obligations of Settlement Class Members under this Agreement. 11.2 This Agreement shall terminate at the sole option and discretion of any of the Parties if: (a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement that the terminating Party in his, her, or its sole judgment and discretion determine(s) is material, including, without limitation, the terms of relief, the findings or conclusions of the Court, the provisions relating to notice, the definition of the Settlement Classes and the terms and conditions for its certification, and/or the terms of the Release; or (b) the Court, or any appellate court(s), does not enter or completely affirm, or alters or expands, any portion of the Final Order and Judgment, or any of the Court s findings of fact or conclusions of law, that the terminating Party in her or its sole judgment and discretion determine(s) is material. However, under no circumstances shall the amount of any Incentive Award or Attorneys Fees and Expenses awarded by the Court provide Plaintiffs or Class Counsel with a basis for terminating the Settlement. BW may also elect to terminate this Agreement if: (1) the aggregate amount of Attorneys Fees and Expenses sought by Class Counsel, or by any other past, present or future attorney for the Settlement Class, and/or by any attorney for any past, present or future named plaintiff in this case exceeds the maximum aggregate amount BW has agreed not to oppose under the terms of this Agreement; or (2) any attorneys fees and costs, expert fees, costs, expenses, or other monetary sums are awarded to any individual Settlement Class Member, objector, intervenor or proposed intervenor, or any separate attorney hired by any of the foregoing. 11.3 The terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section 11, by a signed writing served on the other Party no later than thirty (30) days after receiving notice of the event prompting the termination unless there is a motion or petition seeking reconsideration, alteration or appellate review of the event, in which case no later than thirty (30) days after the final conclusion of any such motion or petition seeking reconsideration, alteration, or appellate review thereof, whichever is later. 16