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CLASS ACTION SKITLEMENT AGREEMENT

I. PREAM BLE

1.1 This Class Action Scnlemcnt Agreement is made and entered into as or the dates or Execution set fonh below, individually and on behalr or the CllISs Representative, Class Members. and Wolman Stores, [nco (" Walman").

2. DU' INITIQNS

2.1 "Agreement" means this CIlISs Action Settlement Agrecment.

2.2 "Approved Claimant" mcans any Claimant whose Claim IS approved by the Claims Administrator.

2.3 "Attorneys ' fees and LitigOlian Expenses" means the anomeys' fees and litigation ellpenses to be requested by Class Counsel, subject to Court approval in accordance with this Agreement.

2.4 "Claim " means a requcst submitted by a Class Member to receive a Gift Card in accordance with the procedures set rorth in this Agreement.

2.S "Claim Filing Deadline" means the date by which Class Members must submit a Claim Form to the Claims Administrator in accordance with this Agreement 111 order to be eligible to re<:cive a Gift Card.

2.6 "Claim Form " means a fonn substantially in the form agreed upon by the Parties and the Claims Administrator, which CIMs Members shall use to submit Claims to the Claims Administrator.

2.7 "Claimant" means any Class Member who submits a Claim.

2.8 "Claims Administration Costs " means the eosts which Wolmart hIlS agreed 10 pay 10 the Claims Administrator for the purposes of administering the Claims process and performing other settlement administration functions in accordance with this Agreement.

2.9 "Claims Adminutrator" means, subject to Court approval, A.B. Data, Ltd., the emity which shall perform certain notice and claims administration functions in accordance with this Agreement.

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2.10 "Class" means the following: All individuals who (a) on or after June 8, 2007, purchased any itcm(s) from a Walmart store in Pennsylvania that was subject to payment of sales lalt, (b) received any discount on that item or those items by virtue of a "buy one, gct one free·' discount or coupon, a store coupon. or a manufacturer's coupon, and (c) was charged or paid sales tw; on the original purchase price of the item(s) without deducting the amount of the discount before calculating the sales tw; due.

2.11 "Clru;s Counsel" means Frank G. Salpictro, Will iam F. Ward, Mark S. Weis, and the Law Firm of Rothman Gordon, P.C.

2.12 "Class Member I>ayment A mount" means the portion of the Class Senlement Amount which shall be used to make payments to Approved C laimants in accordance wi th this Agrt.'cment.

2.13 "ClaJs M ember Re/eaJed Claims" means the c laims, rights, penalties, demands, damages, debts, accounts, duties. costs and expenses (other than those costs and expenses requ ired to be paid pursuant to this Agreement), liens, charges, complaints, causes of action, obligations, or liabilities that are released. acquitted and discharged by the Class Members pursuant to this Agreement .

2.14 "CIUJS Membtrs " means the C lass Representative and all members of the Class.

2.15 ~ClfI$S Repnsentative" means Brian Fameth.

2.16 "Class Representa'i~e Service Payment" means the amount Class Counsel shall request be paid to the Class Representative in accordance with this Agreement.

2.11 "Class Settlement Amount " means the ntaximum amount of money that Walmart will be obliga ted to pay under this Settlement, namely $45,000,000, as provided for in this Agreement. Under no circumstances shall Walmart be obligated to pay more than the Class Sett lement Amount in connection wilh ch is Settlement.

2.18 "Court" means the Court of Common Pleas of Allegheny County, I' ennsylvania, and any appellate court that may review any orders entered by the Court of Common Pleas of Allegheny County, Pennsylvania, related to this Scnlemcnt.

2.19 "Duys " as used to calculate dates for events provided herein (unless the dale is expressed in terms of "business days") has the same meaning as used when calculating days under Rule 106 of the Pennsylvania Rules of Civil Procedure.

2.20 "Execution " means the signing of this Agreement by all signatories hereto.

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2.21 ~F;lIul Judgmellt and Order of Dismissal" means the Final Judgment and Order of Dismissal approving the Senlement and dismissing the Li tigation with prejudice as against Walmart, substantially in the form of the proposed Final Judgment and Order of Dismissal auaehed hereto as Schedule 2.21 . whieh this Agreement contemplates will be entered and approved by the Coun.

2.22 " Ffoor ~ means the minimwn amount Walmart will be obligated to pay under this Settlement, namely 521,500,000, as provided in this Agrec:ment. Under no circumstances shall Walman pay less than the Floor in connection with this Settlement.

2.23 "Gift Cord" means a gift card (whether hard copy or electronic) issued by Wal-Man Stores Arkansas, LLC, and redeemable toward purchases at Walman Reta il Locations, Sam's Club Retai l Locations, or online at Walmart.eom or Samselub.eom.

2.24 "Litigation " means the ease of Brian Fameth, et al. v. Walmarl Slores, Illc .. Case No. GD-13-0 11472 (Court of Common Pleas of Allegheny County, Pennsylvania).

2.25 'Walke" means the document substantially in the fonn of the document attached hercto as Schedule 2.25, which has been agreed to by the Panies subject to Coun approval, and which, along with the Summary Notice, shall be used for purposes of giving not ice to the Class Members.

2.26 "N otice Period" means the mmlmum period of time during w hich Notice will be made as approved by the Court.

2.27 "N Olice Pion " means the document describing the various methods by which not ice will be provided to Class MembeB. Subject to consultation with the Claims Administrator, the Notice Plan will be substantially in the fonn attached as Schedule 2.27. The Notice Plan will be implemented no later than 10 days after the Court has granted prel im inary approval.

2.28 "Opt Oul 1.iI'!1/1!r " means ;1 request by a Class Member to exclude himself or herself from this Settlement using the procedures set forth in this Agreement.

2.29 "Portia" means the Class Members and Walmart.

2.30 ~QSF" means the Qualified Settlement Fund to be set up 111 accordance with Ihis Agreement.

2.31 "Releasing Closs Members" means the Class Members, other than those who submit Opt-Ollt Leiters.

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2.32 "Seflfem ent " means the compromise and senlemenl of the Utigation as (;onlemplated by this Agreement.

2.33 "Seflfem~"1 Effective DOle" means the first day after the last of the following occurrences:

2.33.1. The date that the time to appeal or seck permission to appeal or seck other judicial review of the entry of the Final Judgment and Order of Dismissal approving the Settlement and dismissing this Litigation with prejudice as to

Walman has expired with no appeal or other judicial rcview having been taken or sought; or

2.33.2. If an appeal or other judicial review has been taken or sought, the latest of: (i) the date tha t the Final Judgment and Order of Dismissal is finally affirmed by an appellate eouT! with no possibility of subsequent appeal or other judicial review therefrom; or (ii) the date thllt the appeal(s) or other j udic ial review therefrom arc finally dismissed with no possibil ity of subsequent appeal or other judicial review; or (ii i) if remanded tQ the Coun or to a lower appellate COUTI following an appeal or other review, the date thai the Fina.! Judgment and Order of Dismissal is entered by the Court alter remand and the time to appeal or seck pcnnission to appeal or seek other judicial review of the entry of that Final Judgment and Order of Dismissal has expired with no funher appeal or other judicial review having been taken or sought. Iffurther appeal is sought after a remand, the time pcnods in this subsection shall apply.

2.33.3. The provisions and deadlines in this Section apply even if there arc no objections to the Settlement.

2.34 "St'ttfenumr Wt'bsire" means the website created and managed by the Claims Administrator which will provide Class Membcrli with access to !he Notice, the online Claim Form, and other information regarding the Settlement.

2.35 "Summil'J' Niltiee" means the shon form of notice, substantially in the form of the a"ached Schedule 2.35, which bas been agreed to by the Parties subject to Court approval and which shall be used for plirpoSCS of giving notice 10 the Class Membcrli as further described in the Notice Plan.

2.36 ';Wllfmllrl RelellSed Pflrlies" meaus Wal-Mart Stores, Inc., nIkIa Walmart Inc. , Bnd each of its current and former subsidiaries, affil iates, predecessors, iru;uren;, agents, employees, successors, assigns, officers, officials, d irectors, partners, employees, attorneys, representatives, and shareholders.

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2.)7 "WII"nllrt Retllil Lo(4/;(111S " means all Walman stores, supcrcenters, neighborhood markets, Sam's Clubs, or any other Walmart or Sam's Club retail locations in thc fi fty Uni ted States.

3. RECITALS

3.1 On June 8, 2013, Plaintiff Brian Fameth fi led a Complaint against Walman Stores, Inc., on behal f of himself and all others similarly situated, in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging that Walman overcharged sales tax and engaged in related unfai r and decepti ve trade practices, as more particularly sct fonh in the Complaint. Walman denies all of Plainti ffs' allegations as set forth in its Answer and New Matter to the Complaint in the Litigation, as well as in other Motions and Briefs filed in the Litigation.

3.2 On August 13,2018, the Plaintiffs and Walmart participated in a private mediation with the Honorable L.ayn R. Phillips. As a result of that mediation session, and as a result of other anns-length negotiations, the Parties reached an agreement to settle the Litigation as set forth in this Agreement.

3.3 The Class Representative believes this Litigation is meritorious. Class Counsel represents that they have conducted a thorough investigation, over more than S yean, into the facts of this ease, and have diligcntly pursued an investigation of the Class Membcrll' claims against Walmart, including but not limited to: (i> reviewing relevant documcn1.'l; (ii) rcscan:hing the applicable law and the pot~'fltial defenses; (ii i) conducting depositions; (iv) hiring and consulti ng with experts; (v) developing the argument for, and obtaining, class certification; (vi) advocating for the rights of the Class; (vii) defending against numerous Motions and appeals; and (viii) preparing for trial. Based on their own independent investigation and evaluation, Class Counsel are of the opinion that the Settlement is fair, reasonable, adequate, and in the best interest of the Class Members in light of all known facts and circumstances, including the risk of s ignificant delay, the defenses asserted by Walmart , trial risk, and appellate risk.

3.4 Walmart denies any liability or wrongdoing of any kind associated with the claims a lleged and contends that this Lit igation was not appropriate for clas.s action treatment pursuant to the Pennsylvania Rnles of Civil Procedure or any other federal or state ro le, statute, law, or provision. Walmart asserts that the Litigat ion fails to meet the prerequisi tes necessary for class action trealment under app licable law, especially, but not solely, with respect to predominance and manageability because it contends that the need to detennine individualized is.sues makes the Litigat ion unmanageable consistent with due process. Walmart further asserts that il has complied wilh all applicable provis ions of state statutory and common law. Walmart further states tbat, despite its good fai th belief that it is not liable for any of the claims asserted, Bnd despite its good fai th belief that certification is not appropriate, Walmart will not oppose the Court's preliminary or final approval of this Settlement consistent with th is Agrcement. Other

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than for purposes of this Settlement, Walmart docs not waive its objections to class certification.

3.S As of the Settlement Effective Date, the entry of Final Judgment in this Li tiga tion shall dismiss with prejudice all claims which, were or which could have been, alleged in the Litigation against Walman, with the exception of any claims which might be retained by Class Members who exclude themselves from the Seulement, if any, in accordance with the Opt Oul process described in this Agreement. Walman shall retain any existing defenses to such excluded claims. The Parties agree to cooperate and take all steps necessary and appropria te 10 obtain preliminary and final approval of this Settlement, to effectuate ils tcnns, and. to the extent of the obligations set forth herein, 10 dismiss Ihis Litigation against Walman with prejudice.

3.6 Each of these Recitals is incorporated into this Agreemenl as if fully SCI forth herein.

4. TERMS 01' SErrLEMt:NT

4.1 Subject to the other terms and conditions of this Agreement, and subject to Court approval, Wolman Bgrc<lS to pay a minimum Floor amount of S21,500,000, and a maximum Class Settlement Amount of $45,000,000. The Class Settlement AmOUDI shall consist of a Cash Component and a Gift Card Component as follows:

4. 1.1. Walmart agrees to pay a portion of the Floor in cash. This cash payment, called the Cash Component, shall cover the following:

4. \.1.1. Reasonable Attorneys' Ft'CS and Litigation Expenses. Class Counsel shal! apply to the Court for an award of reasonable Attorneys' Fees and Litigation Expenses. Walmlll1 takes no position on the amounts to be sought by Class Counsel for an award of Attorneys' Fees and Lit igation Expenses, but does not object to a reasonable award of Attorneys ' Fees and Litigation Expenses sought in accordance with this Agreement.

4. \.] .2. Reasonable Class Representative Service Payment. Class Counsel shall apply to the Court for a reasonable Class Representati ve Service Payment for the Class Representative. Walmart lakes no position on the amount to be sought by Class CouO!iel for the Class Representative Service Payment, but does not objcct to a reasonable award nf a Class Representative Service Payment sought in accordance with this Agreement. The denial by the Court of any such application by Class CouO!iel shall 1101 affect the validity and enforceability of the settlement and shall not be a basis for anyone to seck 10 void the Settlement.

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4.1.1.3. The actual Claims Administrollion Costs incurred in accordance with this Agreement, up to $300,000, subje<:t to increase by agreement of the Parties if warranted by the number of claims submitted.

4.1.1.4. The payments identified in Section 4.1.1 of this Agreement shall be paid solely from the Cash Component of the Floor. Any port ion of the Floor not used for the Cash Component shall be allocated towards the Gift Card Component.

4.1.2. Payments to Settlemcnt Class Membeni shall be paid from the Gift Card Component, which shall consist of the amount remaining up to the Class Settlement Amount, after the aggregate amount required to be used for the Cash Component has been subtraeted from the Class Settlement Amount. The Gift Card Component shall be allocated as follows:

4.1.2.1. The Gift Card Component shall be payable on a claims made basis by way of a Gift Card issued by Wal·Mart Stores Arkansas, LLC and redeemable lowards purehases at Walmart Retai l Locations or online at Walmart.com or Samsclub.com.

4.2 On or about April 15, 2015 (after this Litigation was commenced), Walmart implemented changes to its Point-of·Sale (POS) system and cash registers in Pennsylvania Walmart stores to (a) match a manufacturer' s coupon tendered to the item applicable to that coupon, and (b) cause the POS system and registers to charge sales II!)[ only on the new purchase price established for the item after deduL"\ing the value of the tendered coupon. It is Plaintiffs ' position that these changes provide ongoing benefits to the Class Members.

4.3 The Claims Administrator will manage the claims process in cooperation with Class Counsel and Walmart's counsel , and in accordance with the following parameters:

4.3.1. An Approved Claimant shall be entitled to ro;:eive a Gift Card.

4.3.2. Claims shall be made by submitting a Claim Form online through the Settlement Websitc, provided, however, that the Claims Administrator will mue an alternative Claim submission process available upon request by a Claimant as reasonably practicable, such as by way of a mailed Claim submission.

4.3.3. A Claim Fonn shall be approved if timely and valid.

4.3.4. To be timely, a Claim Form must be submitted to the Claims Administrator by the Claim Filing Deadline set forth in the Notice.

4.3.5. The Claim Form shall be substantially similar to the form attached as

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Schedule 4).5 to this Agreement

4.3 .6. To be valid, the Claim FOnTl must be completed in full and be signed under penalty ofpc!jury.

4.3.7. Each Class Member may receive only one Gift Card. no matter how many coupons on taxable items the ind ividual Class Member may have used.

4.3.8. It is anticipated that each Gift Card will be in the amount of $30.00; however, the filUlI amount of each Gift Card could be higher if the IOIa1 number of approved Claims do not exhaust the Floor. If the combined 10tai of the Cash Component plus the portion of the Gift Card Componenl claimed is less than the Floor, the Claims Administrator shall increase the amounl of caeh individual Gift Card on a pro rQ/(}. basis so that the aggregate tOlal of the Gift Card Amount to be paid out equals the remaining amount o f the Floor as nearly as practicable provided, however, that the maximum value of the Gift Card shall not e.>;cced Sloo.OO.

4.3.9. In the event that not all of the Floor is paid out after all Gift Cards have been paid to approved Claimants in accordance with Section 4.3.8 and aner payment of the Cash Component in accordance with Section 4.1.1, such remaining funds up to the Floor shall be disbursed as required by PC11l1Sylvania Rule of Civil Procedure 1716(b), and as otherwise approved by the Court.

4.3.tO. In the event that the a:>mbined total of the Cash Component plus the aggregate Gift Card amount claimed by all Approved Claimants e,;ceeds the Class Settlement Amount, there shall be a pro rala decrease of the Gift Card Amount so that the combined total equals the CIlIS$ Settlement Amount. Under no circumstances shall Walmart pay more than the Class Settlement Amount.

4.3. 11. Each Gift Card shall be subject to applicable laws, the walmart.com Teons of Use (available at www.walmart.com). thc walmart.can Gin Card Terms and Conditions (available at www.waiman.a:>m), and any other terms of use or teons and condi tions governing Gift Cards in effect at the time the Gift Cards are issued. Gift cards thai are provided to Class Membt.'T"S but not redeemed within the applicable period shall be handled in accordance with applicable law. With respc<:t to transferability, unless an applicable law provides to the contrnry, each Gift Card shall be fully transferable but may not be resold unless the Class Member is a licensed resel1er.

4.3.12. Audit rights: Within fourteen (1 4) days of the Claims FilLng Deadline, the Claims Administrator shall provide counsel for the Panies with a report that contains the infOnTl8tion provided in the Claim FOnTls and its deteoninslion whether or no\ each Claim should be: approved or denied. Original Claim FOnTl5 will also be made available to counsel for the parties upon request. Within fourteen (14) days of having

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received the report of proposed approved and denied Claims from the Claims Administrator, Class Counsel and Walmart's counsel shall meet and confL'T regarding any issues that either Class Counsel or Walmart believes need to be raised wi th the Claims Administrator regarding the Claims. Class Counsel and Walmart's counsel agree to usc their best efforts to rellolve any disputes. If necessary, the Parties may roquest Ihat the Claims Administrator conduct reasonable follow up with part icular Claimants in the event of questions regarding the information provided by any Claimant or take other reasonable steps as agreed to by the Parties.

4.3.13. Subject to the audi t rights set forth in Section 4.3.12, the Claims Administrator shall distribute Gift Cards 10 Approved Claimants within a reasonable time after the Settlement Effective Date. The Claims Administrator shall cooperale with the Parties to ensure any Gift Card funding or account structure is in place prior to distribution. To Ihe e~tent practicable, Gift Cards shall be distributed via email to the email address given by the Claimant in the Claim Form, provided, however, Ihat the Claims Administrator may distribute Gift Cards by mail , or other reasonable and cost-effective process in appropriate ci rcumstances.

5. NOTICE TO THE CLASS

5.1 The Claims Administrator shall provide notice of the Settlement to Class Mmlbers in accordance with the Noticc Phm to be agreed upon by the Part ies and as approved by the Court.

S.2 Subject to Court approval , the Notice and Summary Notice to be provided shall be in substantially the form of the attached Schedules 2.25 and 2.35.

5.3 The Notice Period, subject to Court approval , is 45 days.

6. OPT-OUT PROCESS

6.1 A Class Member who wishes 10 c)lc]ude himself or herself from this Scttlement. and from the release of claims pursuant to this Seli lement, shaH submit an Opt Out Letter. For an Opt Out Letter to be accepted it must be timely and valid. To be timely it must be submitted by the Claim Filing Deadline. To be val id, the Opt Out Letter shall contain a statement that the Class Member requests to be e)lcludcd from the Class and must also be signed by the Class Member and dated in accordance with the instructions in the Notice. The Claims Administrator may invalidate mass-generated opt outs.

6.2 Class Members may not submit both an Opt Out Letter and a Claim Form. I f a Class Member submits both an Opt Out Letter and a Claim Fonn, the Claim Fonn will govern and the Opt Out Letter will be considered invalid.

6.3 The Claims Administrator shall maintain a list of persons who have submitted Opt

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Out Letters and shall provide such list to the Parties on a weekly basis.

6.4 Walmart shall have the right to tcnninate the Scttlement in the event that the number of valid and limely Opt-Oulll fium the Settlement excet:ds 500, provided that election is made, in wri ting, within 10 days of being advised by the Class Administrator that the number of valid and timely Opt-Outs CJ<ceOOs 500. In the cventthat the Settlement is tcnninated in accordance with this subsection, the provisions of Section 15 of this Agreement apply.

7. OBJECl·ION PROCESS

7.1 A Class Member who has not submitted an Opt Out Letter by the Claim Filing Deadline, but who wishes to object to the Settlement, must notify the Court of his or her objection, in writing, as K"\ fonh in Sc:ction 7.2 ~low.

7.2 To be considered valid, an objection must be in writing, must be made by the Claim Filing Deadline, include the objector's name and address, and include the basis for the objection (including why the objector believes the St.1t1ement is not in the best interest of the Class), along with any and all documenlll that support the objection, which documents must include legible copies of receipts or other evidence demonstmting the objcctor is a member of the Class as defined herein. The objection must also indicate whether the objector interKIs to appear at the hearing on the motion for final approval of the Sett[ement. A copy of the objection must be served on Class Counsel and on Counsel for Walmart. [n addition to the foregoing requirements, to be considered Yalid, the writlL'n objection must either: (a) indicate a willingness and ability to post a bond or sC(.."Urity in the amount required by the Pennsylvania Rules of Civil andlor Appellate Procedure, unless modified by the Court, or (b) provide evidence of an inabi lity to post !he security or bond (in which case the Parties may request the Court to issue an Order to Show Cause and hold a hearing on why a bond or security should not be posted pUTSl,llInt to Pa. R.A.P. 1731 as a condition to any appeal).

7.3 Class Members who do not file and serve timely written objections in accordance wi th the procedures set forth in this Agreement will be deemed 10 have waived any objections to the Settlement and are forever foreclosed from making any objection (whClher by appeal or otherwise) to the Settlement, or any aspect of the Settlement, including, without limitation, the fairness, reasonableness, or adequacy of the proposed Settlement, or any award of attorneys' ft'CS or reimbursement of costs and expenses.

8. DISTRIBUTION PROCESS

8.t The Class Settlement Amount shall be funded through 3 QSF III accordance with this Agreement. The timing of the paymentS by Walmart 10 the QSF is:

s.u. Within 30 days fonowing the date on which the Coun entcT!I an order granting preliminary approval of the Seulement. Walmart shall transfer the

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Claims Administration Costs to the QSF, which shall distribute that amount 10 the Claims Administrator. In the event that the Selliement Effective Date docs not occur, any amounts actually used by the Claims Administrator for notice and administration shall not be refundable to Walmart. If, however, Walmart has paid monies into the QSF for Notice and Administration CoSts that have not been used by the Claims Administrator, and the Settlement Effective Dale does nol occur, those amounts not used by the Claims Administrator shall berefunded to Walmart.

8.1.2. Within 14 days following the Seulement Effective Date, Walman shall transfer to the QSF amounts sufficient 10 cover the remainder of the Floor and, 10 the extent the number of valid Claims cause the Floor 10 be exceeded, additional amounts to allow for payment of all Claims, up to the Class Settlement Amount. The QSF shall distribute these amounts as awarded by the Court. Class Counsel shall provide the QSF with the infonnation as to whom the Attorneys' Fees and U tigation Expenses and Class Representative Service Payments should be distribUied.

9. QUALIFIED SETILEM ENT ,,'UND

9.1 As required under this Agreement, Walman shall transfer to the Truslee, as selccted by the Panies, the required portions of the Class Seltlemenl Amount, to be held as a separate trust constituting a QSF as described in Treasury Regulation § 1.468B-I, 26 C.F.R. § 1.468B-1. The Parties jointly shall, and shall cause the Trustee to, take sueh steps as shall be necessary to qualLfy the QSF under §468B of the Internal Rcvenue Code, 26 U.S.C. § 468B, and the regulations promulgated pursuant thereto. Walmart shall be considered the '\ransferor" within thc meaning of Treasury Regulation § 1.4688-I(dXI). The Claims Administrator shall be the "administrator" within the meaning of Treasury Regulation § 1.468B-2(kX3). The Parties shall coopeTale in securing an order of the Court to establ ish the QSF in accordance with the tenns hereof in conjunclion with its preliminary approval of the Seltlement and Not ice as described in the Agreement. The Court shall retain jurisdiction over the administration of the QSF. Walman shall supply to Ihe Claims Administrator and to the Internal Revenue Service the statement described in Treasury Regulation § 1.468B-3(eX2) no later than February 15th of the year following each calendar year in ,,·hich Walmart makes a transfer to the QSF. [t is intended that the transfers 10 the QSF will satislY the "all events test" and the "c<:onomic perfonnanee" requirement of § 461 (hXI) of the Internal Revenue Code and Treasury Regulation § 1.461-I(aX2). Accordingly, Walmart shall not include the income of the QSF in its income. Rather, the QSF shall be lIIxed on ils modified gross income, excluding the sums transferred to it, and shall make payment of resu ll ing taxcs from its own funds. In computing the QSF's modified gross income, deductions shall be allowed for its administrative costs and other ·deductible expenses inculTed in connection with the operation of the QSF, including, without limitation, slate and local taxcs and legal, accounting, and other fees relating 10 the operation of the QSF.

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9.2 Upon establishment of the QSF, the TlUStee shall apply for an employer identification number fOT the QSF utilizing Internal Revenue Service Form SS-4 and in accordance with Treasury Regulation § 1.4688-2(k)(4).

9.3 If requested by either Walmart or the Claims Administrator, the Claims Administrator, the Trustee and Walmart shall fully cooperate in filing a relation-back election under Treasury Regulation § 1.4688 -1 U}(2) to trcat the QSF as coming into existence as a setllcment fund as of the earliest possible date..

9.4 Following its deposits as described in this Agreement, Walmart shall have no responsibili ty, financial obligation, or liability whatsoever with respect to the notifications to the Class required hereunder, the processing of Claims and Opt-Oul Leiters, the allowance or disallowance of claims by Claimants, pa)'!IIents to Class Counsel, investment of QSF funds, payment of federal, slate, and local income, employment, unemployment , c;<eise, and other taxes imposed on the QSF or its disbursements, or payment of the administrative, legal, accounting, or olher costs occasioned by the use Of administration of the QSF, because it is agreed that such deposits shall fully diseharge Walman's obligations to Class McmbcD and Class Counsel and for expenses of administration in respcct to the disposition of the Class Settlement Amount hereunder. Rather, the Claims Administrator shall have sole authority and responsibility for the administration of such funds and income thereon, disbursement to Claimants and Class Counsel, and payment of !.axes and administrative costs in al:COrdance with the provisions hereof, subject only to the rights of Walman or Class Counsel to seck redress for any breach of the terms hereof.

9.S The Claims Administrator shall cause to be filed, on behalf of the QSF, all required federal, state, and local tax returns, information returns and tax withboldings statements in accordance with the provisions of Treasury Regulation § 1.468B-2(k)(l) and Treasury Regulation § 1.468B-2(1)(2)(ii). The Claims Administrator may, at the expense of the QSF, retain legal counsel and an independent, cenified public accountant to

consult with and advise the: Claims Admini$tnltor, as TTUlitcc:, wi th respect to the preparation and fil ing of such materials and the fe(\t'TB.I, state and local tax compliance of the QSF. Either Walman or the Claims Administrator, independently or jointly, may, but are nol required to, apply to the Internal Revenue SCtVice andlor any applicable state taxing authority for an advance ruling as to any issue pertinent to the qualification of the QSF under Internal Revenue Code § 468B and Treaslll)' Regulations promulgated thereunder, its tax status under applicable state law, andlor its tax payment, reporting and withholding duties, so long as the Parties are TCasonably satisfied thai such application and ruling will not compromise the confidentiality of settlement evidenced herein as requi red by Ihis Agreement. Subject to any contrary holdings io any such ruling, Class Members shall be responsible for payment of appropriate federal, state, and local income taxes on any claim paid out pursuant to this Agreement. The Parties agree that no portion of any distributions from the QSF to the Class MembcD is made in satisfaetion of any e~cluded liability as deseribed in Treasury Regulation § 1.4688 -1(g), related to Qualified Settlement Funds.

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9.6 The taxable year of the QSF shall be the calendar year in accordllflce with Treasury Regulation § 1.468B·2(j). The QSF shall utilize the accrual method of accounting within the meaning of § 446(e) orthe Internal Revenue Code.

9.7 Based on the Trustee's recommendation and approval by the Parties, the QSF may be invested in United States Treasury bills, money market fun ds primarily invested in the same, or certificates of deposit, provided that such portions of the QSF as may reasonably be required to pay current QSF administrative eJCpenses, tll)les Of disburscmenta to Claimants or Class Counsel may be deposited in bank accounts which are federally insured to the greatest extent practicable. All federal, state, and local tll)les imposed with respect to income earned by, or property of, the QSF, shall be paid from the QSF.

9.8 The Claims Administrator may amend, either in whole or in part, any administrative provision of this Section or the trust instrument through which the QSF is established to maintain the qualification of the QSF pW'Suant to the above-deseribed authori ties, provided that the rightS and liabilities of the Parties hereto and the Class are not al tered thereby in any material respect.

10. COMPREHENSIVE WAIV[R, RELEASE, AND DISM ISSA L

10.1 Subject to final approval by the Coun of the Settlement, and for good and valuable consideration set forth herein, the receipt and sufficiency of which is hereby acknowledged, upon the Scnlement Effective Date, all Releasing Class Membcrn irrevocably release, acquit, and forever discharge the Walmart Released Parties of and from any and all claims, rights, causes of action, penalties, demands, damages, debts, accounts, duties, costs and expenscs (other than those costs and expenses required to be paid pursuant to this Agreement), liens, charges, complaints, causes of action, obligations, or liability of any and every kind that were asserted in the Litigation, or that could have been asserted but were not asserted in the Litigation, or in any other court or forum, whether known Of

unknown, on the basis of, connccted with, arising out of, or related in whole or in part to any or all of the alleged acts, omissions, facts, matters, transactions, cirewnstanccs, and occurrences that were directly Of indirectly alleged, asserted, described, set forth, Of

referred to in the Litigation, whether such allegations were or could have been based on common law Of equity, or on any statute, rule. regulation, order, or law, whether federal, state, Of local.

10.2 The Class Membt.T Released Claims also includes a release of all approved claims for Attorneys' Fees and Litigation Expenses ineurrod by Releasing Class Members or by Class Counselor any other attorney in connection with the Litigation, this Sen!ement, and al1 claims related to conduct in discovery in the Litigation.

10.3 Releasing Class Members understand and agree that the release of the Class Member

13

EIe~ut io n Venion

ReI~ascd Claims is B full and final general releBse applying to both those Class Member Released Claims that arc currently known, anticipated, or disclosed to Releasing Class Members and to all those Class Member Released Claims that are presently unknown, unanticipated, or undisclosed to any Releasing Class Members arising out of the alleged facts, circumstances, and OCCUITCllCes underlying the elaims sci forth in the Litigation. Releasing Class Members acknowledge that the facls could be different than they now know or suspect to be the case, but they are nonetheless releasing all such unknown claims. In exchange for the good and valuable consideration set forth herein, all Releasing Class Members further waive any and all rights or benefits that they as individuals or the Class may now have as a result of the alleged faets, cirewnstllnces, and occurrences underlying the claims sci forth in the Litigation.

10.4 The Parties acknowledge that this Settlement, including the releases provided in this Section, reflects a compromise of disputed claims.

10.5 The Final Judgment and Order of DismiS$al shall dismiS$ the Litigation with prejudice and shall incorporate the tenns of this release.

II . DUTIES OFTUE PARTIES WITH R£SPECTTO OBTAINING PRELIMINARY CO URT APPROVAL

11.1 Class Counsel shall apply to the Court for the entry of an order granting preliminary approval of the Settlement suhstantially in the following fonn:

11.1.1. Preliminarily approving the Settlement and the establishment of the QSF;

11.1 .2. Approving as to fonn and content the proposed Notice Plan, including the proposed Notice and Summary Notice;

11.1.3. Scheduling a Final Fairness Hearing on the question of whether the proposed Settlement should be finally approved as fair, reasonable, and adequate as to the SeUlement Class;

11 .1.4. Approving A.D. Data, Ltd. as Claims Administrator.

11.2 Walmart shall cooperate with Class Counsel to obtain preliminary approval.

11.3 The Parties shall con ti nue to take any steps necessary to stay any pending proceedings so as to preserve the Sill/US qllQ until either the Settlement Effective Date oo;un; or the Settlement Agreement is voided.

"

12. DUTIES OFTIIE PARTIES FOLLOWING PRELIMINARY COURT APPROVAL

Execution Version

12.] Following prel iminary approval by Ihe Court of Ihe Settlement, Class Counsel will submit, prior to the Final Fairness Hearing, B proposed Final Judgment and Order of Dismissal substantially in the fonn attached hereto BS Schedule 2.20. The proposed Final Judgment and Order of Dismissal shall;

12.1.1. Approve Ihe Seulemcnt, adjudging the teons thereof to be fair, reasonable, and adequate and directing effectuation ofLts terms and provisions;

12.1.2. Approve Payment of up to the Class Settlement Amount pursuant to this Agreement (but in no event less Ihan Ihe Floor);

t2.1.3. Approve Class Counsel's application for an award of Attorneys' Fees and Litigation E)lpenses pursuant to this Agreement;

12.1.4. Approve the Class Representative Service Payment; and

12.1.5, Dismiss this Litigation as between the Class Representative and the Class Members, on the one hand, and Walmart, on the other hand, on the merits and with prejudice, pcrmanClltly barring the Class Representative and all Class Members (other than those who timely filed their valid Opt-Out Letters) from further prosecuting any o f the Class Member Released Claims against Walmart.

12.2 Walmart shall coopernle with Class Counsel to obtain final approval and the dismissal of the Litigation as to Walmart.

12.3 The Final Judgment and Order of Dismissal shall not be consid~,.ed final unlil the occurrence oflhe Settlement Effective Date.

13. MUTUAL FULL COOPERATION

13.1 The Parties agree to cooperate fully with each olher to accompl ish the tt'TI11S of this Settlement, including but not limiled to e)lccution of all necessary documents, to seek additional certifications if required by the Court, or to take such other aclion as may reasonably be necessary to implement the teons o f this Settlement. The Parties shall use their best efforts, including a1] efforts contemplated by Ihis Settlement and any other efforts that may become reasonably necessary by order o f Ihe Court or olherwise, to effectuate the Icons of this Settlement. As soon as practicable after execution of Ihis Settlement, Class Counsel, with the assistance and cooperation of Walman and its counsel, shall take an necessary steps 10 secure thc Court's Final Judgment and Order of Dismissal.

IS

Execution V~nion

14. STATEMENT OF 1"10 ADMISS ION

14.1 Nothing contained in this Agreenll."nt shall be constnled or deemed an admission of liability, culpabil ity, or wrongdoing on the part of Walmart. Walmart denies liability for any alleged wrongdoing. Walmart expressly denies liability for the claims assened and specifically denies and does not admit any of the pleaded facts not previously admined in its pleadings in the Litigation. Nor shall this Agreement constitute an admission by any Party as to any interpretation of laws or as to the merits, validity, or accuracy of any claims made against them in the Litigation. Likcwise, nothing in this Agreement shall be constnlcd or deemed an admission by tbe Class with regard to the validity of any of Walmart's defenses or affirmative defenses. Each of the Parties has entered into this Settlement with the intention to avoid further disputes and litigation with the aucndant inconvenience and expenses.

14.2 This AgJCCfIlent, and all related documents, including any Claims, Opt·Om Letters, Objections or other materials submitted by Class Members and all other actions taken in implementation of the Scttlcmcnt, including any statements, discussions. or communications, and any materials prepared, exchanged, issued, or used during the course of the negotiations leading to this Agreement. are settlement documents and shall be inadmiss ible in evidence and shall not be used for any purpose in this Li tigation or in any other judicial, arbitral. administ rative, investigat ive, or other oourt. tribunal , forum, or prOl:eeding, or any other litigation against Walman, for any purpose. except in an action or proceeding to approve, interpret, or enforee the terms of this Agreement.

14.3 The Claims Forms, Opl-Out Leiters, Objections. and any other evidence produced or created by any Class Member in connection wi th the claims resolution procedures pursuant to this Settlement, will be kept confidential by the Parties and the Claims Administrntor, except as otherwise required by law or by the Coun. Any actions taken by Walmart in response to sueh materials do not constitute, are not intended to const itute, and will not be deemed to consti tute, an admission by Walman of any violation of any federal, slale, or 1000al law, statute, ord inance, regulation, rule, or executive order, or any obligation or duty at law or in equity.

14.4 Neither this Agreement, nor the Court's actions with regard to this Agreement, will be deemed admissible in this Lit igat ion, and are not intended to be admiss ible (and Class and Class Counsel shalt not seek their admission), in any other j udicial , arbi tral. administra tive, investigative, or other eoun, tribunal, forum, or proceeding, or in any other litigation. Inthe event that tb is Agreement is not approved by the Court or any appellate court. or otherwise fai ls to become effective and enforceable, or is terminated, or the Settlcment Effective Date dOL'S not OCCUT for any reason, neither the Plaintiff Class or Walmart will be deemed to have waived, limiled, or a ffected in any way any of thei r claims or objections or defenses in the Litigation by vinue of this

16

[x« ulion Version

Agreement.

IS. VOIDING THE AGREEMENT

15.1 [n the event that (i) this Sett!t'11lcnt is not approved, or (ii) if for any reason the Senlemem Effective Date does not oceur as a result of actions beyond the control of the Parties, or (ii i) if Attorneys' Fees and Litigation ExpcnSC!l in the wnount requested by Class Counsel is not approved, or (iv) if Wa[man exercises its option 10 void the Settlement in acrordanee with Section 6.4, and unless otherwise agreed in writing by the Parties, this Agreement shall be deemed null. void, and unenforceable and shall not be used, nor shall it be admissible in any subsequent proceedings either in th is Court or in any other judicial, arbitral, administrative, investigative, or other court , tribunal , forum, or other proceeding, or other litigat ion against Wa[mart. The Parties shall return to their respective positions prior 10 the Court's entry of the order dated July 12, 2018, which continucd the argument dale on Wa[mart's dispositive Motions.

16. S IGNATORIES' AUT lIORlTY

16.1 Thc respective signatories to this Agreement cach represent that they arc fu lly authori7.ed to enter into this SenJement on behalf of the respective Parties for submiss ion to the Court for preliminary and final approval.

17. NO PRlOR ASSIGNMENTS

17.1 The Parties represent, covenant, and warrant that they have not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfcr, or encumber to any person or entity, any portion of any liability, claim, demand, act ion. cause of action, or right released and d ischarged in this SeUlement.

18. NOTIC ES

18.1 Unless otherwise speeifieaUy provided herein, aU notices, demands, or other communicat ions given hereunder shall be in writing and shall be deemed to have been duly given: <i) on the date given, if given by hand delivery; (i i) within one business day, if sent by overn ight del ivery services such as Federal Express or similar courier; (iii) on the third business day after mailing by United States registered or certi lied mail, return receipt requested, or (iv) on the day received for del ivery by e·mail. All notices given under this Agreemellt shall be addressed as follows:

17

18.1.1. To the Class:

Frank G. Salpietro, Esquire ROTIIMAN GO~N, P.C. 310 Grant Street - 3 Floor Pittsburgh, PA 15219 (412)338-11 85 (telephone) (412) 246-1785 (facsimile) tgsalpictro'WTOthmangordon.com

18.1.2. To WalmarJ:

Naomi Beer, Esquire Brian L. Duffy, Esquire GREENBERG TRAURtG 1200 17th SIreeI - Sui te 2400 Denver, CO 80202 (303) 572-6500 (telephone) (303) 572·6540 (facsimile) bccm@gllaw.com duffyb@gtlaw.com

19. CONFIDENTIALITY

Execution Verston

19. 1 The negotiation~ related to this Agreement (induding the negotiatiollS regarding the Tcnn Sheet, negotiations related to the drafting of this Agreemt'11t, and any negotiations prior to preliminary approval or between the time of prdimil1llry and final approval) will remain strictly confidential and shall not be discussed with anyone other than the Class Rcpresentative and Wa1mart, their retained allomeys, their accountants and financial or tll]; advisers, their retained COll.'luhants, the Court and its staff, and the mediator Judge Layn R. Phillips and his staff, unless otherwise agreed \0 by Class Counsel and Walmart or unless otherwise ordered by the Court. Notwithstanding the other provisions of this Section, Walmart may, if necessary, disclose the settlement in filings thai Walmart Stores, inc. , is requi red to make with the Sc<:urities and Exchange Commission, including IO-Q and IO-K fil ings, or in other disclosures to its investors.

20. PRESS AND MEDIA

20. 1 The Parties shall agree on a statement to be usod in the event of press and media inquiries regarding the Settlement. The Panics shall not make any other statemcnts to the media regarding this Settlement. This PW1Ignlph does not p1C(;lude appropriate notiee by publication as sct forth in the Notice Plan.

18

Encution Venion

21. DOCUMENTS AND DISCOVERY

21.1 Class Counsel will continue to maintain confidentiality of documents and data produced by Walmart in the Litigation punluant \0 any protective order entered in the case.

22. MISCELLANEOUS PROVISIONS

22.1 ConS\nIetion. The Panies agree that the terms and conditions of this Settlement 8rc the result of lengthy, intensive anns-Iength negotiations between the Parties and that this Settlement shall not be construed in favor of or against either Party by reason of the extent to which any Party or herfhisliU COWlScl panicipatod in lhe drafting or this Settlement.

22.2 Captions and Interpretations. Paragraph titles or captions contained in this Agreement are a mailer of convenience and for reference, and in no way define, limit, extend, or describe the scope of th is Settlement or any provision of this Agrel."menl. Eaeh tenn of this Agreement is contractual .

22.3 Modification. This Agreement may not be changed, altered, or modi fied, except in a writing signed by the Parties and approved by the Coun. Notwithstanding the foregoing, the Parties agree that any dates contained in this Agreement (other than in the Notice, once approved by the Court) may be modified by agreement of the Parties without Court approval if the Parties agree. This Settlement may not be discharged except by perl"onnance in accordance with its terms or by a writing signed by the Partics.

22.4 Integration Clause. This Agreement, the Exhibits hereto, and any other documents delivered pursuant hereto contain the entire agreement betwel.'Il the Parties relating to the resolution of the Litigation. All prior or contemporanoous agreements, understandings, representations, and statements, whether oral or written, IIl1d whether by a Party or sueh Party's legal counsel. are merged inlo this Agreement. No rights under Ihis Settlement may be waived except in writing and signed by the Party against whom such waiver is to be enforced.

22.5 Bindinl!. on Assil!lls. This Settlement shall be binding upon, and inure to the benefit of, the Parties IIl1d their respective heirs, trustees, executors, administrators, successors, attorneys, and assigns.

22.6 Class Counsel Signatories. It is agreed that because the Class Members are so numerous, it is impossible or impractical to have each Class Member execute this Agreement. The notice provided in acoordance with the Notice PIIll1 will provide all Class Members with a summary of the ScUlcmcnl, and will advise all Class Members of the binding nature of the release. Except for those Class Members who timely submit a valid Opt-Out Lettl."T, such Notice shal! have the same foree and elTect as if this Agreement were executed by each Class Member.

19

EUClltioa V~r$lon

22.7 (1'lIlIlmWh. This Agreement may be executed by facsimile signature or PDF, and in any number of counterparts . When e/lch Party has signed and delivered at least one such counterpart, OUIcll counterpart shall be deemed an originlll, and. when taken togcther with other signed counterpBl\S, shall constitute one and the SlIme Agrccmcnl, which shan be binding upon and effective as 10 all Parties.

22.8 R£!emjon oC Jurisdictjon. Until the Coun cntel'$ an order preliminarily .pprovingthe Settlement. any disputes that may arise tcprding the seUlement documents or any other documents necC$58ry to effectuate the Scalemenl will be resolved by the Mediator, Judge Layn R. Phillips. Aller entry oCthe preliminary Rpproval order. the Part ies agree thaI Judge Robert J. Colville, Court of Common Pleas of Allegheny Counly. Pennsylvania, shall relain jurisdiction 10 resolve Iny disagreements over the implcmenralion of the terms of the &:nlemcnl. this Ag=mcnl. or any OIher doewnenlS ncccs'ill")' to effecluale the Settiemelll.

22.9 """Iicabk~. Thill Agreement sllaU be governed by Ihe laws of the Commonweallh of l'enllsyJvania. without regard 10 ilS ehoice of law or confliclS of law prillCipJes or provisions.

For Brian Famcth, on behll fofhimself and all others similarly si tulled:

5:..1- ~ Brian F melh

"1O-17l6-l1J?, I

20

For WALMART STORES, INC., tldIbIl WALMART:

GREENBERGTRAURIG. L.LP

",- == Briln L Ollffy COUllse! fOf" Walmart

Execution V~nion

22.7 Counterpans. This Agreement may be executed by facsimile signatW"C or PDF, and in any number of counterparts. When each Party has signed and delivered at least one such counterpan, each counterpart shall be deemed an original, and, when taken together with other signed counterparts. shall constitute one and the same Agreement. which shall be binding upon and ~ffcctive as to all Panics.

22.8 Retention of Jurisdiction. Until the Court enters an order preliminarily approving the Settlement, any disputes that may arise regarding the St:nlem~nt documents or any other documents ne<:essal)' to effectuate the Settlement will be re$Olved by the Mediator, Judge Layn R. Phillips. After entry of the preliminary approval order, the Parties agree that Judge Robert J. Colville, Court of Common Pleas of Allegheny County, Pennsylvania, shall retain j urisdiction to re$Olve any disagreements ovcr the implementation of the terms of the Settlement, this Agreement, or any other documents nccessary to effectuate the Settlement.

22.9 Applicable Law. This Agreement shall be governed by the laWl! of the Commonwealth of Pennsylvania. without regard to its choice of law or conflicts of law principles or provisions.

For Brian Fameth, on behalf of himself and all others similarly situated,

Brian Fameth

ROH lMAN GORDON, P.c.

By: ---.====:-__ _ Frank G. Salpictro Class Counsel

20

For WALMART STORES, INC., t/dlbJa WALMART:

BY :;~========== Name: T;tl"

GREENBERG TRAURlG, LLP

By '~J#;r Counsel for Walman

TO CL,\SSAC!rIC

IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA

BRIAN FARNETH, on behalf of t'imsEH ;nj ~I othErssimi l~ly siluci.aI,

A<intiffs.

,. WALMART STORES, INC., Vdlbr'a W~rrm,

DElEnia1.

CIVIL ACTION - CLASS ACTION

No. G.D. 13-11472

This mailer carebEiaetheCo..r1 CI'1 A~rtiffs MotiCl'1 fa Fira AWa.'~ cA SEttlErTI91

(' Fira AWa.'~ MotiCl1") a-d Aartiffs MotiCl"l for An AWaTI fA AtIoroojS Fre;meI ExpalSE5

(" Attoroo,'S' FooMoticn").

WHEREAS, the~oned m:ite' isad$a:liCl'1pa-drg bBoretheCo..r1: md

WHEREAS, the Co..r1 ha> ra:::ava:l md re.tieNEd the SttIErTI91 Agtim;r1. E:rte'aI il10

betw€Slthe Oa:s REp cw taive mel 1m Oa:s M .. ,ws CI'1 the Ire ha"l:I, mel Warra1, on the

cth!r ha"l:I (the · Ag":S'iEi ('j, md ha> o:nsidEraithe IEmlS cA the pq ...... 1 SIttIErTI91 set lath

tha'"Ein (the · SEttlErTI91" ): a-d

WHEREAS, allEi1TlSU93:I hErein g,al halethesrremarirgsa>set forth in the

Agw,iEI t, lJiesscttuwiseda'ined hErein; mel

WHEREAS, CI"l [DATEl, the Co..r1 a1e'oo itsordti" p-a ininaily ~rg the SttIemer1

cA tlis d$ a;tiCl"l a:; set forth in the Ag;w'iEI t, oqroyirg the form a-d fTBh:x:I cA rdi~ mel

settirg a dae mel tirre fll'" a famass heairg to ctJi'"SdEr whEthEr the SEitIemer1 staJd be finaly

wovoo by the Cou1 pi.C9.Si. to A:ro¥va"ia RUES d Oyjl R"OCBiJ"e 1714 a> far, a1EQ B e,

en::! r .lCtje(the" R"ainiruy Awo.'~ O'der""): md

WHEREAS, !he R"ainiruy Awo.'~ OrdEr fi.rthEJ'" d roctoo tha: al Oa:s M .. ,ws be

giv61 rdimclthe SEttI!JTU"t mel cA thedaefor thefina famesshElrin;r. mel

WHEREAS, the Pa1les a-d the QCIlS Aanriaraor hale aMs;d a-d adirmed to the

Co..rt tha: am rdicetu; be:n 1lV81; a-d

WHEREAS, III cqe:iions to the SEtt!6'T1!J1: WIre filoo pior to the Oams Fi lirg [)adine.

wtien Is the 1CJ1 <!at for 'in! cqe:iions to be o:.n!idEroo timey [la OOjodions WB'"e filed tu

C'oVruled)); a-d

WHEREAS, [lina1 1##]) OCllS MEf'11)ers op:oo ott d the SEttlenEJt pior to the Oams

Filirg DeaJine. wtlenwasthelCJ1 dat for 'in! op:-ot.tsto beoon9dEroo timey,

WHEREAS, the ColI'I ha.irg arou::too a Fina FarnE!$ HE9'irg on [cttEj (the · Fina

AWova H€Elirg"), a-d ha.irg an:idEroo the a-g.merts Jresa1oo, al pcp.n filoo a-d al

~co;eJrgsha:l therein;

IT ISHEREBY CflDERED, AD.lJOGEO AND DECREED ASFQlONS:

1. TheColl'l tas jtrisidim ~ the ~Ed. mats" cI ttis a:::tion, a l OCllS Melms,

a-d theDEt"9""da1.

2. In a:r.xrda1ce willl F'ern9,iva"ia RUes cI Civil A'ooJiIe 1701, El 93:l- (indldrg

RUes 1712, 1714, a-d 1715), a-d the rtQ..ireTYrts cI We JrIX:E93, al IlelO3s d the Oi'm Mle

be:n Ilval Jrq:lEJ a-d a:lEQ....ae rdice d the SitI6'T1!J1:. Based I.{.Ol the endEn::e 9.blitloo t1f the

p.:r1ie> to the Agoo.e", the AglBl'1(J"(, the a-g.merts d 00I.J""l!B, a-d a l the fi lm, re::xros a-d

~co;eJrgs in !tis cae. the Co..rt firm tha: the Naioe a-d rdice rnetfn:tlIogy irrpenEJtoo

p!.f"S.Ia"t to theAgw,ort a-d the Ccufs A"sirriray AWova 0"dEr" (a) (X)I""ftillJoo m:ttt:x!s tha:

wa-e r ,..:dy cawcioo to idorm the lIelO3 s d 1m Oa:s d tm &itlenEJt a-d thEir rigts

ttuan:b"; (b) CO"lSlillJoo rdiootha: Waf. r • ..:dy cawcie:l, l.O::I9" the dr~ to ~se

Oa:s MSI03sd the ~OO"DJ eX the litigciia'l, their ri!J1 to cqro to the attienEJt, a-d their

rigt to ~ a theFina Apt)lWa Heoirg; (c) wa-e r ,~e cnj o:::ostitl.te:l due. lDI:Q..Iciea"d

s.ifidtTt mice to al !XI !DIG EJtilla::l to rdice; cnj (d) ITlEt all cwiatile rEQ.irerets d the

FU-n!¥lvaia RUesd Civil A"aH:1se. a-d 'in! ethEr ~iatilela.v.

3. The AgOOlet in tlis a:::tion warais fina ~ pss.a1 to RUe 1714 cI the

F'l:Jn¥vaia RtJes d Civil AlOOUdJ"e Dram il rwle:l frem vi~y anete:l litigciioo.

oct8'l!:ive ciSXNay a'd mon praiice. a'd edEniveg:x:d-tath erm's 1EJ9h ~cticns bEtwEm

the: pa1i~ a'd is it is far, a:IEqW:~ a'd r .. t~e to th::l99 it ctfa::1s. CXlf'I!idErirg a Ie the:

foUo.virg ta::tors: (il the: rEictiye srEJ9h d the: I=fcirtiffs ca:eCr'l the merits. (ii ) the: eOSEJUl d 9'lf

ciffiruties a p-oof or grorg ddEl'"l!el the: ~artiffs ere likEly to En:X:U"ter if the ca:e g.xs to trid;

(iii ) the a1idlX'tEd o..raion a-d ec.pEJl!3e d aHtiaa litigction; (iy) the fdlM"Cf d the ddEJ"da1

a'd the likElih:lod d rEJXNEJY of a IitigaEd iuljiS(; a'd (y) the degee d ~tion to the

"" ....... 4. The Find App1:Nd MooCr'l is hErlbt GRANTED, a'd the SEttIEJT"S"t a> 9:l fcrth in the

Aga::liti( is hErlbt APPROVED a> far, ,we ~~ :rl:q Be, a'd in the p.Jjic irterEEl , a'd the

tamsd theAflee iti( ere hErlbt dEtErnined to betar, r~e, 8""'d a:lEQae, fa theec.dlSYe

bEna'it d thea. Maiws The Pcrtieserecire1Ed to iXlf'l:UTI"i"cetheAflEeiti( in a::tOim o::l

with i!stems.

5. The Cru1 APPROVES pa;rrst d sa. ~El9l'rtctiYe atvire PcljrnErt to Bri9'l

F9'f"JBh in 1hean::u1 d $ en:! a>!S tcrth in theAflE9ilEl(.

6. TheCru1 APPROVES JJE¥TUi cJ Attcmeys' Feesa-d Litigction ExJ)Ef"l!lS to CI.

Ca..ns!f in the an::u1 d S in a:xxJim o::l with the t9lTlS d the Agee,",,,. a-d a>

r£Q.JES.Ed in Aa'rtiffs' MooCr'l for Awcrd d AttcrneyS Fees a-d Expel TheCru1 flSlhEJ firm

Ita ro atoo'IEJiS I'aIe cm:;rtEd tnj ~!ia'lS a> to the AItar'eJS' Fees a'd Litigction ExpeJ""95

aNcrdEd ~ the Cou1.

7. The ~crnEd ci5l:ribiiiCr'l ci the a. SeitlEJT"S"t Arro..n is hEr"1bt APPROVED a>

far, aiEQae, a-d r ''oCbIe. Thea. SeitlEJTUt Am:::llIit ~I beci5l:rituEd in a::xx:nIa"'a:lwith

lheterrma the:Agee'IEI(.

8. THs metter is hErlbt Mle:! DISMISSED WITH FREJJDICE 9"d with::U: cmsto

fflJ Pa1y, alB" tha1 a> ~fiEd in the AflEDl"S1 en:! ttls Order, or to aiace the terms ci the

AgEeiti ( a-d ttisOrder.

9. In CXlf'I!idErctiCr'l d the Class SeitltmEI1 Am::u1 p-OYided u"dEJ theAflEe'1EI to en:!

fa dtiEJ gxxI en::! ydlBlle o:n:idEJaial, eEdl d the Releer:irg a. Ma,ms ~I , PI cpent ion

d ttis J..I:Vlet. have fLl ly. fiMly. <nl fa"eIe'" rdElHd, nlirqj!hll In! dm agEd al a1Hl

M8T'b:r RSe:m:I aarrs;viru WalTB1. In dllJIdalb with Sa::tion 10 d the Agwllirt the

tmm d wtidl moo we il lDlxutlll hl!ran IJoj r8Enme, lh:tl t"ENe oomutEtl ra to 9.Je

Wama1 with re5pEl:t 10 al s.dl au MEfTbEr" Rae:m:l Oarrs ird !tal be pEI"n'Eliidly taToo

In! eiolned frem irSitliirg, WIIII" ... :iIl;l, pn::m:Uirg ~ aHJtirg 'inJ sxh au Mm1la'"

RaEBS13:1 Ocirrscgaru Wama1.

10. Tl"is J..I:Vlet Is the Flra J..I:VIUt in the ut as to 31 Oms Mmt:e'" RaEBS13:1

Oams.

11. WlttoJ a'fe::::l:irg the f1mity d tHs J..I:Vlet in a1Y W<1/, !tis Co.rt rEtans

juilddioo fMr (a) i ~6'l1EI'"iaioo d the SEWO'TIEI"1 In! the to"rrs d the Agwret; (b)

d!trituion d the Oa ~0'TIEI"1 Am:;ut, the a1Hl Rq:I"E9rti:tive Service PapnErt a""d the

AttorneyS Feas In! Litigtion ExPEJlill'3S Am::ut; In! (e) al dtu prcx:e:drgs i"fIae:l to the

1~6'l"1EJ"Uti0l"l, Irtupremm. DririSr"iliOl"l, cx:nurTTlEtion, ird ert~ctile' d the tmm d the

AgtBre11n! the~BT"IErt, In! theamriSriliood aamssbTittm by amsMalms ne timeto CIR)EB frem ttisJ41IIiI11la1 00", U ce t..pl'l itsEJtry.

12. In tteEJ.'Erl: ttB tte&tilBT"lErt Effe::::l:ive Oa:ed:les ra CXXlJ'", Itis.1.l:V'IiI11B1 be

re""dEre:l r"U1 a""d ....ad <nl1B1 beva::a:EII, rr.n: jrO hn::., B{~ irs:ia- aseqrEliBy provida:l to

ttectlrtr<ry In theAgtBlB t ~ oil thedrs:tioo d a1Y lWIIlaeaut d cor¢EJt juis:ldion, In!

wittoJ ~~ldceto thesaUSq.D ate rigtsd Aartiffs, theaa MEJl't;Q"s, ird WalTB1..

13. THsCout firds ttU thiJ"eis ro jut IlHD1 for daa,' In! B{c:mBY dre:tsJ41,et

nI i lTYTlOCiae e1ry IJoj the OiJ1c. d tte Cart.

IT IS 00 ORDERED. BY THE CCURT:

DO"', ____ _ J

SCHEDUI.E 2.25 TO CLASS ACTION SErrLEMENT AGREEMENT

IN THE COURT OF COMMON PLEAS OF ALLEGIIENY COUNTY, PENNSYLVANIA

BRIAN FARNETH, on bchalfofhimself and all other.; similarly situated,

Plainti ffs,

WALMART STORES, INC., tldlbla Walmart,

Defendant.

CIVIL ACTION - CLASS ACTION

No. G,O. 13-11472

NOTICE OF CLASS ACTION SETILEME1'o'T

TO; All individuals who (a) on or after lune 8.2007, purchased any item(s) from a Walmart store in Pennsylvania tlult was subject to payment of sales tax, (b) received any discount on that item or those items by virtue of a "buy one, get one free" discount or coupon, a store coupon, or a manufacturer's coupon, and (e) was charged or paid sales tax on the original purchase priec of the item(s) without deducting the wnount of the discount before calculating the sales tax due,

A COURT AUTHORIZED SENDfNG THIS NOTTC£. Thi.ll j~' fl Ot a solicitatiofl/rom u Illwyer. YOU ARE NOT BEING SUED.

On June 8, 2013, Brian Fameth ("'Class Representative") sued Walmart Stores, Inc. (~Walmart"), on behalf of himself and all persons who used a coupon when they purchased a taxable item at a Pennsylvania Walmart store on or after June 8, 2007. Mr. Fameth al leges that Walman engaged in a pauern and practice of deceptively ovcrcharging statc sales tax on the valuc of coupons tendered for the purchasc of taxable goods. He contends that the value of those coupons should have been deducted before the sales tax was calculated. Wolmart denies that it did anything wrong, and claims that it properly collected the tax as required by the Pennsylvania Department of Revenue.

On Man:h 21, 2017, the Coun allowed this lawsuit to proceed as a class action on behalf of all persons who: (0) on or after June 8, 2007, purchased any item(s) from a Walmar! storc in Pennsylvania that was subject to payment of sales tall, (b) received any discount on that item or those ,terns by virtue of a "buy one, get one free" discount or coupon, a store coupon, or a manufacturer's coupon, and (c) was eharged or paid sales tax on the original purchase price of the item(s) without deducting the amount of the discount before calculating the sales tax due.

This case involves several unique and complex claims and defenses relating to Pennsylvania sales tax and the way that sales tllll: is collected. Some of these claims and defenses have not been ruled upon previously in Pennsylvania. Recognizing the risk, complexity, expense and probable duration of further litigation, the risk and delay inherent in possible appeals, the uncertainty of whether or when B. judgmCllt might evCII be entered, and the cost of administering any judgment that might be obtained after a trial and appeals, both the Class Representative and Walmart have agreed that it is in the best interest of all parties to settle this li tigation.

The Honorable Robert J. Colville of the Coun of Common Pleas of AlleghCllY County, Pennsylvania, has preliminarily approved the terms of the Settlement (described below), subject to this Notice and a Final Fairness Hearing. This No tice contains Important infor mation and deadlines for Class Members. You should read it ve ry carefully.

I. DOl'll Ibis Notice apply to me?

If you shopped at a Pennsylyania Walman store on or after June 8, 2007, and used a coupon in purchasing a taxable item (whether a manufacturer's coupon, store coupon, or "buy one get one free" discount or coupon), you arc considered a member of the class of persons whose rights may have been affected by Walmart's actions. If you are a Class Member, you will be covered by the terms of the Settlement, if the Coun gives final approval , unless you choose to exclude yourself as described below. In order to obtain the benefits of this Settlement, or you will need to submit a claim form as described in this Notice.

2. What is this lawl uit about?

This lawsuit was commenced on June 8, 2013. In general terms, the Complaint alleges that Pennsylvania law and regulat ions require retailen like Walman to deduet the value of coupons tendered before calculating the amount of sales tax owed on the purchase. The Complaint also contends that Walman's receipts were structured in such a way that the receipts caused confusion and misunderstanding as to the basis for the sales lB)( . Mr. Fameth also contends that Walmart had the capabil ity to allow its cash register system to deduct the value of the coupon before charging sales tllll:, but elected not to do so and did not advise the PCMsylyania Depanment of Reyenue of the capability. Walman denies that it did anything wrong, and contends that, among other things, based on the information it provided to the Department of Revenue, it received an opinion from the Depanment allowing Walmart to colll:(;t the tM. This is only a summary. You can obtain more detailed information as set forth later in this Noticc.

J. What is • Class Action lind why am I involved?

In a Class Action lawsuit, one or more people, called "Class Representatives" (in this ease Brian Fameth), sue on behlf of themselves and others who have similar claims. All of these people together are ealled a "Class" or "Class Members:· Walmart is called the Defendant. 10 a Class Action, one lawsuit resolves the issues for everyone in the Class, except for those who choose to exclude themselves from the Class.

On March 21, 20 17, the Court dC(;ided this case should proceed as a Class Action because the Court found that the lawsuit meets the requirements of the Pennsylvania Rules of Civil Procedure that govern Class Actions, In general, the Court found that there arc legal questions and facts common to all Class Members, that the claims or Brian Famcth arc typical of the claims of the rest of the Class, that these common questions are more important than questions affecting only individuals, alld that the Class Action will be more efficient than thousands of individual lawsuits. The Court also found that Mr, Famcth, and the attorneys ft:presenting the Class, will fairly and adequately represent the interests of the Class. Once the case proceeds as a Class Action, all Class Members are bound by any court dC(;ision or settlement unless those Class Members take steps to exclude themselves from the case.

4. Hu the Court decided wbo is righ t?

The Court of Common Pleas has not dC(;ided whether the Class or Walmart is correct. By authorizing this Notice, the Court is I"IOt suggesting which pany will win or lose this case if there is a trial. However, if the Class Action Settlement is approved, there will not be any trial.

S. Whit did the Cllss Repre$entative uk for in the lawsuit?

The Class Action Complaint asks the Court and/or a jury to find that Walmart engaged in a pattern of unfair lnIde practices which resulted in overcharging sales tax. The Complaint also asks the Court and/or a j ury to require Walman to reimb1.ll'Se all Class Members for any losses, and in addition, to pay all Class Member.; a statutory damage under the Pennsylvania Unfair Trade Practice and Consumer Protection Law. Thc Class Representative also seeks payment of all counsel fees and expenses from Walmart. Walmart denies that it did anything wrong, and contends that it fully complied with the law.

6. Am I a member of the Class?

Judge Colville dC(;ided that the Class consists of all individuals who (a) 00 or after June g, 2007, purchased any it~'Il1(s) from a Walmart store in Pennsylvania that was subject to payment of sales tax, (b)"reccived any discount on thaI item or those items by vinue of a "buy one, get one free" discount or coupon, a store coupon, or a manufacturer's coupon, and (c) was charged or paid sales tax on the original purchase price of the item(s) without deducting the amount of the discount before calculating the sales tax due.

If you meet the above cri teria, you are a member of the Class. You will share in, and be bound by, a final settlement un leSll you choose to exclude yourself as set forth below. If for some reason you do not meet the above criteria, you are not a member of the Class, even though you received or viewed this Notice. If you are not sure whether you arc a Class Member, you can get free help by email ing, calling, or writing to the Class Administrator at the phone number or address listed below. DO NOT CALL Tin: CO URT, THE PARTIES, OR T HEIR COU)'Io'SEL.

7. What if I do nothing.1 . II?

"" 'wi"h ,,' ,""'i~~."_ ·i' the Settlement and receive a part of the AS EXPLAINED BELOW, BY THE

CLAIM , you will re<:eive from the Settlement will depend 00 several factors, sueh as the number of timely and proper claims rtteived. and whether

i "'" , Ii approves any settlement, if you have not asked to , and if you follow the obje<:tioo procedure summarized below, or al www.walmartcouponclanaetion.com.

8. Why " 'ould I ask to be excluded?

If you already have a lawsuit against Walmart for similar claims and want to continue with it, or if you do not agree with the elaims made in this lawsui t, you may ask to be excluded from the Class. If you remove yourself from the Settlement (sometimes called ~opling out") you will not g<:t money or benefits from this Settlement. However, you may be able to sue or make a claim against Walmart on your own. If you start your own lawsuit or claim against Walmart after you exclude yourself, you will have to independcntly prove your claims, and you may have to hire and pay your own lawyer. If you do choose to exclude yourself, you should talk to your lawyer soon, because your claims may be subj e<:t to a statute of limitations, which means you only have a certain amount of time to file your own lawsuit. Untimely claims may be forever barred.

9. lIow do I ask the Court to exclude me from the C laliS?

To be excluded, you must s~'11d an "Opt-Out Letter" by printing and submitting or mailing the Opt-Out Form, with a1l required information, whieh you can get by clicking [here[. The letter must be signed by you, Wld must be filled out completely. You must submit your Opt-Out Letter by

, 20t8. Onec you choose to opt out, your election is irrevocable and cannot be changed.

10. Do I have an .110rney io this case, or do I need to get my own?

The Court has eertified the Pittsburgh law finn of Rothman Gordon, P.C., as Class Counsel. These are the lawyc:n; who represent the Class Members. Unless you choose to exclude yourself from the Class or object, you do not need to hire an attorney bocause Class Counsel is working on your behalf if you arc a Class Member. If you want to hire your own lawyer, you will have to pay that lawyer. You can ask him or her to appear in a Court for you if you want someone other than Class Counscl to speak for you regarding the Settlement.

11 . What lire the terms orlhe Proposed Settlement?

Walmart has agreed to pay a minimum of $21 ,500,000, up to 8 maximum of $45,000,000, toward settlement of the Class Action. From these amounts, up to $300,OOOwould be paid to the Class Administrator for its services in connection with the claim and payment process. Up to $50,000

would be paid to Brian Fameth as a semcc fee for his services and efforts as CII$! Repn:scntative, and up to S I5,900,OOO would be paid to Rothman Gordon, P.C., for its services and experu;cs as Class COWlSCi over the last five)'caB oflitigation and appeals. After payment of these e."Cpense5, it is e."Cpected that Class M embers will be eli&lb l~ to receln I Gift Card of $30. up to a muimum of SIOO, depending on the number of tlaims 5ubmitted. Thtse Gift. Cards tan be used at any Walmart or Sam's Club stores, oronlin~. No minimum purchase is required.

The total payable by Walmlll1 to Class Membtr5 will depend on several fattors, intruding the number of verified daims submitted, the number of Class M~'mbcn, if any, who elect to "opt ouf' of the Settlement, the additional fees and oosts inturred in addressing any objections, and the ultimate approval of the Settlement by the Court.

Class Members woo submit proper, timely, and verified claim fomu will receive a Gift. Card that an be used at any WaJmart or Sam' s Club store, or online at walmlll1.com or $IItlSClub.oom. Ih!;rs;: wjl! be DO mjnjmwn pU/\":hasc: !"C!Jujmnml.

12. lIow do I submit . C la im . 'orm1

To submit your daim, did; Ihere] or go to www.walmarleoupondasu(lIon.com andprovideall of the information required. You may submi t only one Claim. Once submitted, the Class Administrator, who has been approved by the Court, will determine and confirm the validity of your Claim aMI information. If you arc unable to submit a Claim or oth~'T required information electronically, you may contact the Class Administrator as instructed on the above website, or by calling Iphone Dumber].

13. Whit If I 1'I'lnl to object to tbe Settlement1

If )'011 do nnt elect to opt out, but wish to object, you must file I written objec;tion with the Court, signed by you or your attorney, within the timt set fOM below. The objection must include evidenee of your eligibil ity as a Class Member, as well as detailed reasons why to the Scctlemcnt. ! j

present your person or Fairness Hearing, at whith time the Court what bond, if any, you will need to post. objections can be round [herel.

14. What an the deadlines?

m.y an attorney at your at the Final

consider and rule on ),our and detennine More specific information and requirements for filing

PLEASE UNDERSTAND THAT Tlt.ESE DEA.DLlNES ARE II\1PORTAl'''(T. YOUR FAILURE TO ACT BY THE R.:LEVA." .... T DEADLINE WILL RESULT IN A DENIAL 01" YOUR ABILITY TO PARTICIPATE.

1be following strict deadlines and hearing date ha~'e been set by the Court:

(I) Deadline for submjujng claim foons:

(b) Deadline for wDurn opt·oUl !'«Iues!S:

(c) Deadline for filinglscO'jce ofobjtcJions:

(d) Deadl ine to noti fy the Court and parties that you or your attorney will appear at the Final Hewing:

(el Date of Final Fairness Hearing: 1

15, Whi t If I i tlil h. ,'e questlou'!'

[45 dlys lflt r Itl rt of Notice l

[45 d lY' I fler . 11 .t of No tice I

145 d ayl after stlrt of Notice]

fln lt r!ed aBu Court Orderl

If you have queslions that are no( answered by viewing this Notice or the [website], DO NOT CONT ACf T HE CO URT , All q!.lCSljollS should be directed to the Class Admjnimtor:

__ -'. 1

A.B. Oal., LId . 600 A.B. Di ll DriYe Mllwl ukee, WI 532 17 [TolI-. ' ree Number 10 be Added ]

AUTHORIZED BY THE COURT: Is! Robert J, Colvjlle. J.

Court of Common Pleas of Allegheny CoUnly, Pennsylvania

1 The Finat H~.rina witt lake piKe in Courtroom 11 ~ of tho Cily .. C"",uy Bniklilll. lot.1ed al 414 GraIIl Slreel., Pitbbu.y., PA 15219.

TO CLASS Acn AGREEMEI'<o'T

Farneth, et al. v. Walmart Stores, Inc. - No. GO 13-11472 Court of Common Pleas of Allegheny County, Pennsylvania

PROPOSED NOTICE PLAN

Details Of Notice Plan

Class membership is limited to consumers who shopped at Pennsylvania Walmart stores. The Class is spread geographically across Pennsylvania, and perhaps in border states such as Ohio, West Virginia, Maryland, New YorX, and New Jersey. This Notice Plan is believed to be reasonably calculated to inform the members of the Class of the proposed Settlement and their rights and obligations relating thereto. The Notice Plan will be comprised of the following compollents:

A. Walmar! Receipts

A Summary Notice approved by the Court will be printed on all Walmart receipts in Pennsylvania during the Notice Period. The Summary Notice will contain and identify a QR Code, a website address, and a toll-free telephone number, to be maintained and monitored by the Class Administrator.

B. In-Store Posters

The Summary Notice will be posted in a conspicuous location at each entry portal of every Pennsylvania Walmart store, as well as at the Service Desk for each store, on posters of a size of at least 11 " x 1T ,

C. Internet Presence

(1) Walmart will provide a link to the Notice on its walmart.com website, which link will be placed on the walmart.com "carousel" in the same fashion as the original Class Notice was required by the Court.

(2) The dedicated website ­www.walmartcouoonclassactlon.com has already been established in connection with the original Class Notice. This website name will be licensed by Plaintiffs to the Claims Administrator, who will develop the content

required to enable Class Members to learn more about the proposed Settlement. determine if they are Class Members. view the long form Notice. and (if necessary) submit claim forms.

(3) A contact form wi ll be available on the webSite for individuals to submit their questions to the Class Administrator.

(4) All of the various forms of Notice will direct Class Members to the dedicated Settlement website for additional information.

(5) The Claims Administrator will ensure that the website is able to be searched and found using the most common search engines.

D. Call Center SupPOrt

(1) The various forms of Notice will provide a toll-free number that Class Members can call to lislen to a simple menu system with basic information about the Settlement. During normal business hours. callers will also be able to speak with one of the Class Administrator's project team members to have their questions answered. The Class Administrator will assure that sufficient and trained personnel are available during the hours of at least 9:00 a.m. to 5:00 p.m. (Eastern Time) to field calis and answer questions from Class Members.

(2) The Class Administrator recommends allowing Class Members to speak with a live person because it is a more effective way for individuals to understand the nature of the case and to determine if they are a Class Members.

(3) If the caller does not have internet access. Ihe Class Administrator will allow for callers to request a claim form and Notice be mailed to them.

Following the Notice Period and Claim Filing Deadline (to be set by the Court). and upon final approval of !he Selllement. the Class Administrator will distribute the settlement fund as agreed by the parties and directed by the Court.

SCHF.DULF. 2.35 TO CLASS ACTION SETTLEMEl'o'T AGREEMEl'o'T

PROPOSED SETTLEMENT OF PENNSYLVANIA CLASS ACTION

Farneth v. Walmarl

IF YOU USED A COUPON WHEN PURCHASING A

TAXABLE ITEM AT A PENNSYLVANIA WALMART FROM

JUNE B, 2007 THROUGH APRIL 15, 2015, YOU MAY BE

ENTITLED TO CERTAIN RIGHTS AS A CLASS MEMBER.

This is a notice ordered and authorized by the Han Robert J.

Colville, Judge of the Court of Common Pleas of Allegheny County,

PA, in Farneth, et al. v. Walmart Stores, Inc. , G013-11472. To learn

if you qualify to receive a $30 Walmart Gift Card (amount could be

lower or higher (up to $100) depending on certain factors

explained in the Notice), you should review information about the

case before _ ______ , 2018.

To get information and a copy of the Court-approved Notice, do

one of the following:

1. Scan this code: [to be provided by Class Administrator]

2. Visit this website: www.walmartcQuponclassaction.com

3. Call this toll-free number: (to be provided by Class Administrator]

SCHEDULE 4,3.5 TO CLASS ACTION SETTLEMENT AGREEMENT

Class Action Settlemenl Brian Fameth v. Wa/marl Stores, Inc.

Case No. G013-114 72 (Allegheny County. Penn&ylyan~)

CLAIM FORM

QUALIFICATIONS & INSTRUCTIONS:

If. during the period June g, 2007 through April 15, 2015. you: (al purchased any item(sl from a Walmart store in Pennsylvania that was subject to payment of sales l ax. (b) received any discount on that item or those items by virtue of a "buy one. 8et Olle free" discount, a store coupon, or a manufacturer's coupon, alld (c) were charged or paid sales tax on the original purchase price of the Item!s) without deducting the amount of the discount before calculating the sales tax due. you may be eligible to part icipate In this Settlemenl.

Under tile Settlement, eligible Class Members may receive a share of the Settlement proceeds in the form of an electronic Gift Card (or a hard copyGlft card. If preferred) redeemable toward purchases made al a Walmart retail location, Sam'sClub relaillocation or online at Walmart,com or Samselub.com. Addilionallnformalion regardin8 the Gift cards, how to submit a Claim. the value of a Claim, and about the Settlement itself is provided in the Notice of Class Settlement, in the Settlement A8reement. and on the Settlement webSite www.walmartcouponclassaction.com.

To participate in the Settlement and to submit a Claim, you must be an eligible Settlement Class Member and complete and submit t his ClaIm Form on or before Midnight (hltern Time) Idate) All of the Questions and Information must be fully iJOd fccurately completed. Gift cards will be senllo the email address that you provide below, or if you do not have an email address, to the malling address provided below. Failure to prOVide complete and accurate information could result In the denial of your Claim.

You may only receive Olle 6'ft Card no matter how many purchases you have made. The Gift Card Is antklpated to have a value of Thirty oolla'1 ($301 but could be lower or high,. (UD to $100ldependlng

on various facton.

CLAIMANT INFORMATION:

first Narne "' Lilst Name

Current Mailing Address Unit/Apt

States ZIP Code

Telephone Number

WALMART PURCHASE INFORMAnON:

1. Identify the Pennsvtv,mi~ Walman Store Iocatlon(s) (up to 4) where you made a purcllase betw~n

June 8, 2007 and April IS, 2015.

(Citv, State) ICity, State)

(Citv, State) ICitv, State)

2. Old you pav sales tax during at least one visit?

", Don't Know

3. Old you use a coupon during at least one visit to one or more olthe Pennsylvania Walmart nores

listed above?

", 4 . Which category of item(s) did you Use the coupon \0 PUrChilse (check all that apply)?

~ Automotive Supplies and Services

_ C,mdV ,md Gum

~ Cleaning SupplH!S

~ Clothing

Cosmetics or Toiletries (other than toothbrushes)

~ Craft Supplies

Electronics

~ Food (other than precooked or prepared foods)

Hair Goods

~ Household Goods, Supplies, and Housewares

~ Infant Supplies (bibs, diajlers, diaper cream, formula, etc.)

~ Luggage/Handbags/Wallets

Medicine

~ Paper Goods

Pel Food Prepared Foods (sandwiches, hot foods. salad bars, etc.)

Shoes ~ Soaps and Detergents ~ Soft Drinks {Including carbona ted or flavored

water)

~ Sporting Goods

~ Water (non-carbonated, non-navored)

~ Other (please specifvl ________ _

EMAIL ADDRESS FOR ELECTRONIC GIFT CARD: You must provide iI yalld email address to receive ao electronic Gift COIro (if your claim is approved).

Email address:

Confirm email: ___________ _____ _

Clleck lIere if you p~fer 10 receive a pllyslcal Gift Card in Ihemail at tile pllyskal

address you listed above.

ACKNOWLEDGEMENT: I affirm, uoder penalty of perjury, that the ioformation l!laye provided 00 this Claim Form Is true aod

correct to the best of my knowledge, and that this 15 the ooly Claim Form thilt I have submitted. I further understand, ac~ nowledge, aod agree Ihat l am eligible to receive only ONE payment from this

Settlement based 00 my eligibility as a Class Member.

I further understand, ilcknowledge, aod agree thaI the amouot I will receive shall be Ulculated In

accordance with lhe terms of the Settlemeot Aareement, aod will be subje.:t to the terms of the

Settlemeot Agreement, including the Release of Claims as more fully described in the Settlement

Agreement .

Type name for Sigoature: _ ___________ _ Oilte: ______ _

-oUJ 3707-0013 y ,

IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA

BRIAN FARNETH, on behalf of himself and aU others similarly situated,

Plaintiffs,

,. WALMART STORES, INC., Udfbla Walmart,

Defendant

CIVIL ACTION - CLASS ACTION

No, G.D. 13-11472

DECLARATION OF BRIAN FARNETH

I, Brian Farnelh, hereby declare under oath as foUows:

1. I am the Class Representative of the duly«rtified Class in th is matter.

2. I have reviewed the Class Action Settlement Agreement prepared by

crass Counsel and Walmart's Counsel.

3. I have been provided the opportunity to make inquiries of Class Counsel

regarding the Class Action Settlement Agreement.

4. Based upon my inquiries and discussions with Class Counsel, my

part icipalion as Class Representative over the last five years, my understanding of the

Class Act ion Settlement Agreement, and my understanding of the inherent risks and

continued expense of litigation, I am satisfied that I can recommend the settlement for

the Class Members as set forth in the Class Action Settlement Agreement.

5. I have authorized Class Counsel to execute the Class Action Settlement

Agreement, and to me or submit all olher documents necessary 10 effectuale that

settlement.

I VERIFY THAT THE STATEMENTS CONTAINED IN THIS DECLARATION ARE

TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND

BEUEF, AND THAT I AM AUTHORIZED TO MAKE THIS VERIFICATiON ON BEHALF

OF MYSELF AND ALL OTHERS SIMILARLY SITUATED. I UNDERSTAND THAT

FALSE STATEMENTS CONTAINED HEREIN ARE SUBJECT TO THE PENALTIES OF

18 PA. C.SA § 4904 RELATING TO UNSWORN FAlSIFICATION TO AUTHORITIES.

Class Representalive

PROPOSED SETTLEMENT OF PENNSYLVANIA CLASS ACTION

Farneth v. Walmart

IF YOU USED A COUPON WHEN PURCHASING A

TAXABLE ITEM AT A PENNSYLVANIA WALMART FROM

JUNE 8, 2007 THROUGH APRIL 15, 2015, YOU MAY BE

ENTITLED TO CERTAIN RIGHTS AS A CLASS MEMBER.

This is a notice ordered and authorized by the Han. Robert J.

Colville, Judge of the Court of Common Pleas of Allegheny County,

PA, in Farneth, et al. v. Walmart Stores, Inc., G013-11472. To learn

if you qualify to receive a $30 Walmart Gift Card {amount could be

lower or higher (up to $100) depending on certain factors

explained in the Notice), you should review information about the

case before _ ______ " 2018.

To get information and a copy of the Court-approved Notice, do

one of the following:

1. Scan this code: [to be provided by Class Administrator]

2. Visit this website : www.walmartcouoonclassaction.com

3. CaU this toll-free number: [to be provided

3 • •

IN THE COURT OF COMMON PLEAS OF ALLEGUENY COUNTY, PENNSYLVANIA

BRIAN FARNETH, on behalf of himself and all others similarly situated,

Plaintiffs,

W ALMART STORES, INC., tldlbla Walmart,

Defendanl.

CIVIL ACfION - CLASS ACfION

No. G.D. 13-11472

NOTICE OF CI. ASS ACfION SETTLEMENT

TO: All individuals woo (a) on or after June 8, 2007, purchased any item(s) from a Walmart store in Pennsylvania that was subject to payment of sales tax, (b) received any discount on that item or those items by virtue of II "buy one, get one free" discount or coupon, a store coupon, or a manufacturer's coupon, and (el was charged or paid sales tWl on the original purchase price of the itcm(s) without deducting ilie amount of the discount befon: calculating the sales tax due.

A COURT AUTHORIZED SENDING TIllS NOTICE. Thiy i$ not If soJicillftionfrom 1I/1f~r. YOU ARE NOT BEING SUED.

On June S, 2013, Brian Fameth ("'Class Representative' j sued Walmart Stores, Inc. ("'Walmart'j, on behalf of himself and all persons who used a coupon when thcy purchased a taxable item at a Pennsylvania Walmart store on or after Junc 8, 2007. Mr. Fameth alleges that Walmart engaged in a pattern and practice of deceptively overcharging state sales tlL': on the value of coupons tendcred for the purchase of taxable goods. He contends that the valuc of those coupons should have been deducted befon: the sales tlL': was calculated. Walmart denies that it did anything wrong, and claims that it properly collected the tax as required by the PCIUIsylvania Department o fRevcnue.

On March 21 , 2017, the Court allowed this lawsuit to proceed as a class action on behalf of all persons who: (a) on or after June 8, 2007, purchased any ilem(s) from a Walmart store in Pennsylvania that was subject to payment of sales tax. (b) received any discount on thllt item or those items by virtue o f a "buy one, get one free" discount or coupon, a store coupon, or a manufacturer's coupon, and (c) was charged or paid sales tax on the original pun:hllSC price of the it .. :m(s) without deducting the amount ofthe discount before calculating the sales tax due.

4 u_oed Mot. Prelim. AppoI. . ,

This case involves $eVeraI unique and compleJt elainu and defenses relating to Pennsylvania sales tax and the way that S3les tax is collected. Some of these claims and defenses have no! been ruled upon previously in Pennsylvania. Recogn izing the risk, complexity, CJlpe!lse: and probable dU11ltion of further litigation, the risk and delay inherent in possible appeals, the uncertainty of whether or when a judgment might even be enterul, and the cost of administering any judgment that might be obtainoo after a trial and appeals, both the Class Representative and Walmart have agreed that it is in the best interest of al l parties 10 settlc this litigation.

The Honorable Robert J. Colville of the Court of Common Plca5 of Allegheny County, Pennsylvania, has preliminarily approved the terms of the Settlement (described below), subjccl lo this Notice and a Final Fairness Hearing. This Notice contain!> impor1a nt information and dcadlln~ for Class Memben. You should rud It very c&nrully.

I . Don thi, Notice apply to me?

If you shopped 81 8 Pennsylvania Walmart store on or after June 8, 2007, and used a coupon in purcbasing a IaXable item (wbether a manufacturer's coupon. store coupon, or ~buy one get one free" discount or coupon), you are considerul a member of the elass of penons whose rights may have been a ffcc\oo by Walmart's actions. If you an: a Class Member, you will be covered by the lenni of the Settlemenl, if the Court gives final approval, unless you choose: 10 exclude yourself as described below. In order to obtain the benefi ts of this Settlement, or}'(lu will need to submit a claim fonn as described in this Notice.

2. What is thlJ lawsuit about?

This lawsuit was commenced on June 8, 2013. In general terms, thc Complaint alleges that Pennsylvania law and regulations require retailers like Walmart to deduct the value of coupons tmdered ~ calculating the amount of sales tax owed on the purchase.. The Complaint also contends that Walmart's receipts were structured in such a way that the receiptS caused confusion and misunderstanding as to the basis for the sales lax. Mr. Fameth also contends that Walmart had the capability to allow its cash registCf system 10 deduct the value of the coupon before charging s.ales tax , but clectoo not to do so and did not advise the Pennsylvania Department of Revenue of the capability. Walman denies that il did anything wrong, and contends that, among other things, based on the infonnation it provided to the Department of Revenue, it received an opinion from the Department allowing Walmart to collect the tnx. This is only a summary. You can obtain more detailed infonnation as set forth latc!" in this Not ice.

3. What is. C lass A~tion and why a m I in~'oh'w?

In a Class Action lawsuit, one or more people, called "Class Representatives" (in thi s case Brian Fameth), 5lIe on behalf of themselves and othcrs who have similar claims. All of these people together arc called a '"Class~ or "Class Members:' Walmart is called the Defendant. In a Class Aetion, one lawsuit resolves the issues for everyone in the Class. except for those who choose 10 CJlclude themselves from the Class.

On March 21 , 2017, the Court decided this case should proceed as a Class Action because the Coun found that the lawsuit meets the requircnu.llts of the Pennsylvania Rules of Civil Procedure that govern Class Actions. In general, the Court found that there are legal questions and facts common to all Class Members, that the claims of Brian Fameth are typical of the claims of the rest of the Class, that these common questions are more important than questions affecting only individuals, and that the Class Action will be more efficient than thousands of individual lawsui ts. The Court also found that Mr. Fameth, and the attorneys representing the Class, will fairly and adequately represent the interests of the Class. Once the case proceeds as a Class Actioo, all Class Members arc bound by any court decision or settlement unless those Class Members take steps to exclude themselves from the case.

4. Has the Court dedded who Is right?

The Coun of Common Pleas has not decided whether the Class or Walmart is correct. By 8uthorior.ing this Notice, the Court is not suggesting which party will win or lose this case ifthcre is a trial. However, if the Class Action Settlement is approved, there wi ll not be any trial.

S. What did the Clus Representative uk for In the lawsuit?

The Class Action Complaint asks the Court andlor a jury to find that Walm8l1 engaged in a pattern of unfair trade practices which resulted in overcbarging sales tax. The Complaint also asks the Court andlor a jury to requi re Walmart to reimburse al1 Class Members for any losses, and in addition, to pay al1 Class Members a statutory damage under the Pennsylvania Unfair Trade Practice and Consumer Protection Law. The Class ReprescnlBtive also seeks payment of al1 counsel fees and apenses from Waimart. Walmart denies that it did anything wrong, and contends that it fully complied with the law.

6. Am I a member of the CIa,,?

Judge Colville decided that the Class consists of all individuals who (a) on or after June 8,2007, purchased any item(s) from a Walmart store in Pennsylvania that was subject to payment of sales tax, (b) received any discount on that item or tbose items by virtue of a "buy one, gct one free" discount or coupon, a store coupon, or a manufacturcr·s coupon. and (c) was charged or paid sales tax on the original purchase price of the item(s) without deducting the amount of the discount before calculating tbe sales tax due.

If you meet the above criteria, you !ICC a member of the Class. You will share in, and be bound by, e fi nal settlement unless you choose to adude yourself as set forth below. If for some rcasoo you do not mect the above criteria, you are not a member of the Class, even though you received or viewed this Notiec. If you are not sure whether you are a Class Member, you can get free help by emailing, calling, or writing to the Class Administrntor at the phone number or address listed below. 1)0 NOT CALL TIlE COURT, THE PARTIES, OR TH~:IR CO UNSEL.

7. Whll If I do bolhiDg a t all?

,.",'i~",,:. i'. !he Settlement and r«:cive a part of the I AS EXPLA INE D 8 ELOW, BY THE

CLAIM you will receive from the Settlement will depend on several factors, such as the number of timely and proper claims received, and whether the Court grants final approval. However, at the prennt rime the proposed dll trlhul lon for each cla imant 15 530. and the mulmum propoied distrlhut ion II 5100. If you disagree with the Seulcment, you will have the abili ty to object before the Court approves any settlement, if you have nOt asked to be excluded, and if you strictly follow the objection procedure summarized below, or at www.walmartcoupoodauaetlon.com.

8. Why ",,'ouid I asl;. to be ududed?

If you already have a lawsuit against Walmart for similar claims and want to continue with ii, or if you do not agree with !he claims made in this lawsuit, you may ask to be excluded from the Class. If you remove youm:lffrom!he Settlement (sometimes called "opting out'1 you will oot get lJIOIlCy or benefit.! from this Settlement. However, you may be able to we or make a elaim against Walmart on your own. If you start your own lawsuit or claim against Walmart after you ellclude yourself, you will have to independently prove your claims, and you may have to hire and pay your own lawyer. If you do choose to ellclude yourself, you should talk to your lawyer soon, because your claims may be subject 10 a statule or limitations, which means you only have a certain amount of time 10 file your own lawsuit. Untimcly claims may be forever barred.

9. How do I ask Ihe Court to exclud e me from tbe Class?

To be exeluded, you must send an ·'Opt-Out Letter" by printing and submilling or mailing the Opt.Qut FOrni, with all required information. whieh you can get by clicl::ing Ibenl. The letter m\lSt

'''~'~·''''~~b~Y~",~U. and must be filled out compktely. You must submit your OpI-Out Letter by : .2018. Once you choose to opt out, )"OUT election is irrevocable and cannot be ehanged.

10. Do I have an attorney In this ease, or d o I need to gel my own'r

The Coun has certified the Pillsburgh law firm of Rothman Gordon, P.C., lIS Class Counsel. These are the lawyers who represent the Class Members. Unless you ehoose to exelude yourself from the Class or object, you do not need to hire an attorney because Class Counsel is working on your behal f if you are a Class Member. If you want to hire your own lawyer, you will have to pay that lawyer. You can ask him or her to appear in a Coun for you if you WlUlt someone other than Class Counsel to speak for you regarding the Settlement.

I I. What an Ihe ternu of Ihe Proposed Settlement?

Walmart has agreed to pay a minimum of $21 .500,000, up to a muimwn of$45.000,000, toward settl ement o f the Class Aetion. From these amounts, up to SJOO,OOOwould be paid to the Class Administrator for its services in connection with the claim and payment process. Up to S50,000

would be paid to Brian Fameth as a se:vice fee for his services and efforts as ClllSS Representative, and up to SI5,900,1XlO would be paid to Rothman Gordon, P.C., for its services and expenses as Class Counsel over the last five years of li tigation and appeals. After payment of these expenses, it is Cl:pcctcd that C lass Members will be eligible to rl'<'eive a Gift Card of 530, up to a maximum of Sloo, depending on the number of elaims submitted. These GlfI Cards can be used at any Walmart or Sam's Club stores, or online. No minimum pun:hase is required.

The total payable by Walmart 10 Class Members will depend on several factors, inelud ing the number of veri fied elaims submitted, the number of ClllSS Members, if any, who elect to "opt out" of the Settlement, the additional fees and costs incurred io addressing any objet:tions, and the ultimate approval of the Settlement by the Court.

CllISS Metnbt-TS who submit proper, timely, and verified elaim forms will nx;eive a Gift Card that can be used at any Walmart or Sam's Club store, or online at walmart.com or samsclub.com. There will be no minimum purchase requirement.

12. How do 1 .ubmit a Claim Form?

To submit your claim, click [herel or go to www.waimartcoupondau aclion.eom andprovideall of the information required. You may submit only one Claim. Once submitted. the Class Administr8tor, who hIlS been approved by the Court, will determine and confirm the validity of your Claim and information. If you arc unable to submi t a Claim or other required information electronically, you may contact the Class Administrator as instructed on Ihe above website, or by calling [phone nunlberl .

13. What if I want to object to the Settlement?

If you do not elect to opt out, bUI wish 10 object, you must file a written objection with the Court, signed by you or your attomey, within the time set forth below. The objection must inelude evidence o f your eligibili ty as a Class Mf,.'\1lber, lIS wel l lIS detailed reasons why you object to the Settlement. The Court also fCQuires any objectors to either post a bond/sccurity in the amount required by the renl\.~y1vania Rules o f Civil or Appellate Procedu.re (or as otherwise determined by the Court>. OR to provide eviden~ thaI you cannot afford to pay any bond/security. You may present your objections in person or through an attorney (hired at your expense) at the Final Fairness Hearing, al whieh time the Court will consider and rule on )'Qur objection, and determine what bond, if any, you will need to post. More specific infonnation and requirements for filing objet:tions can be found !here[.

14. What are the deadlln~s ?

PLEAS E UNDERSTA.J~D THAT TIIESE DEADLINES ARE IMPORTANT. YOUR FAILURE TO ACT BY HIE RELEVANT DEADLINE WILL RESULT IN A DENIAL OF YOUR ABILITY TO PARTICIPATE.

The following strict deadlines and hearing date have been set by the Coun:

(,) Deadline for submitting claim fornu:

(b) Deadline for wrjlteu oll[:oul mluqts:

(c) Oi:adline for filing/service Q( obieclions:

(d) Oi:adline to noti fy the Court and parties that )'Ou or)'Our attorney will appear at the Final Hearing:

(e) Dale o f Final Fairness Hearing: 1

15. Wb .llfl still b.,·c queslioo.?

17 days . fter end of Not ice]

145 d.ys diU lIart ofNotke]

[45 days . ftcr st. rt of Not icc]

[45 dayl . ft er st.rt of Notice]

!inscrud .fln COLi rt Order!

If)'OLi have qLle:stions that arc not amwcn:d by viewing Ihis Notice or the [wtbsilel. DO NOT CO,," AC!' THE COURT. AI! QUCS!ions sboLild be directed \0 the C]au Administrator:

qJ.4.-.JOOt.. I

A.B. 0.1., 1. ld . 600 A.B. 0 . 1. Drive Mllw. ukee, WI 532 17 [TolI-. ' ree NLlmbcr to be Addcd]

AlITHORIZED BY THE COURT: lsi Robert J. Colvi ll e" J.

Court of Common Pleas of Allegheny County, Penruylvania

I Tho: filial II~ ";I! take: place ... CourItOOm • t, of tJw, Cily·County Buildin&, loe.1td at 414 Gnml SIm:"I. PiU5bnrgh. PA 15219.

Fameth, et al. v. Walmart Stores, Inc. - No. GO 13-11472 Court of Common Pleas of Allegheny County, Pennsyfvanh.

PROPOSED NOTICE PLAN

petalls Of Notice Plan

Class membership is limited to consumers who shopped at Pennsylvania Walmart stores. The Class Is spread geographically across Pennsylvania, and perhaps In border states such as Ohio, West Virginia, Maryland, New York, and New Jersey. This Notice Plan is believed to be reasonably calculated to inform the members of the Class of the proposed Settlement and their rights and obligations relating thereto. The Notice Plan will be comprised of the following components:

A. Walmart ReceiptS

A Summary Notice approved by the Court will be printed on all Walmart receipts In Pennsylvania during the Notice Period. The Summary Notice will contain and identify a QR Code, a website address, and a toll-free telephone number, to be maintained and monitored by the Class Administrator.

B. In-Store Posta!)

The Summary Notice will be posted in a conspicuous location at each entry portal of every Pennsylvania Walmart store, as well as at the Service Desk for each store, on posters of a size of at least 11 ' x 17".

C. Internet Presence

(1) Walmart will provide a link to the Notice on its walmart.com website, which link will be placed on the walmart.com ' carousel' in the same fashion as the original Class Notice was required by the Court.

(2) The dedicated website ­_ .walmartcouoonclassaction.com has already been established In connection with the original Class Notice. This website name will be licensed by Plaintiffs to the Claims Administrator, who will develop the content

5 - ,

required to enable Class Members to learn more about the proposed Settlement. determine if they are Class Members. view the long form Notice. and (if necessary) submit claim forms.

(3) A contact form will be available on the website for individuals to submit their questions to the Class Administrator.

(4) All of the various forms of Notice will direct Class Members to the dedicated Settlement website for additional information.

(5) The Claims Administrator wW ensure that the website is able to be searched and found using the most common search engines.

D. Call Center SupPOrt

(1) The various forms of Notice will provide a toll·free number that Class Members can call to listen 10 a simple menu system with basic information about the Settlement. During normal business hours. catlers will also be able 10 speak with one of the Class Administrator's project team members 10 have their questions answered. The Class Administrator will assure that sufficient and trained personnel are available during the hours of at least 9:00 a.m. to 5:00 p.m. (Eastern Time) to field caJls and answer questions from Class Members.

(2) The Class Administrator recommends allowing Class Members to speak with a live person because it is a more effective way for Individuals to understand the nature of the case alld to determine if they are a Class Members.

(3) If the caller does not have Internet access. the Class Administrator will allow for callers to request a claim form and Notice be mailed to them.

Following the Notice Period arld Claim Fil ing Deadline (to be set by the Court). and upon final approval of the Settlement. the Class Administrator will distribute the settlement fund as agreed by the parties and directed by the Court.

CERTIFICATE OF COMPLIANCE

I certify that this filing complies with the provisions of the Public ACCGss Policy of the

Unified Judicial System of Pennsyfvania: case Records of the Appellate end Trial Coutts

that require fifirlg confidential information and documents differently than non-confidential

Information and documents.

,IMI·I ~·nl~T~t. 1

Submitted by: Plam .

Signature: -"-~~~;::!<d'B~4. Name: rank G. Sal e

Attomey No. : _~4~7~1~54,--_____ _

IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYlVANIA

BRIAN FARNETH, on behalf of himself and all others similarly situated,

Plaintiffs.

,. WAlMART STORES,INC., tldlbfa Walman,

Defendant.

CIVIL ACTION - ClASS ACTION

No. G.D.13-11 472

ORDER OF COURT

AND NOW, Ihis _ _ day of ______ ~. 2018, upon oonslderalion of the

Plaintiffs' Consent Motion for (A) Preliminary Approval of Class Action Settlement, (8)

Approval of Class Notice, and (C) Scheduling of Final Fairness Hearing, it is hereby

ORDERED, ADJUDGED and DECREED as follows:

1. The Class Action Settlement is PRELIMINARILY APPROVED, subject to

notice to the Class and final fairness hearing . The Court preliminarily finds that the

Settlemeot, on the terms and conditions as set forth in the Class ActiOn Setuement

Agreement which is Exhibit 1 10 the Consent Motion, is in all respects fundamentally fair,

reasonable, adequate and in the bast interesl of the Class Members, especially In light of

the benefits of the Settlement to the Class Members; the risk, complexity, expense, and

probable duration of further litigalion; the risk and delay inherent in possible appeals; the

cost of administrating any judgment that might be obtained; and the limited amount of any

potential total recovery for the Class.

2. The Court APPROVES the form and substance of the Notice and Summary

Notice as set forth in the Notice Plan attached to the Consent Motion as Exhibits 2 and 3.

The proposed form and metnoo for notifying Class Members of the Settlement and its

terms and conditions meets the requirements of Pa. RC.P. 1712(b) and 1714(c), the

proposed form of notice is reasonably calculated to inform members of the Class of the

Settlement, and Is clearly designed 10 advise Class Members of their rights. The follOwing

deadlines apply, and shall be inserted inlo the Notice, as applicable:

(a) The date by which the Summary Notice is poslad on receipts, at

stores, and on the WaJmart website as set forth in the Notice Plan: On or about

October " 2018.

(b) The date by whk:h the website and call center must be active and

accessible, and be capable of accepting claim forms: October I , 2018.

(c) End of Notice Period and deadline for receipt of written opt-out

requests and written objectloos: November 15, 2018.

(d) Final Faimess Hearing: November -, 2018.

(e) Deadline for submission of claim fonns: November 22, 2018.

3. The Court APPROVES A.B. Data, Ltd. as the Claims Administrator to

oversee the administration of the Settlement and the notification of Class Members in

accordance with the terms of the Notice Plan, which Notice Plan Is APPROVED in the

form SI.Ibstantially set forth in Exhibit 4 to the Consent Motion. The oost of the

administration shall be paid from the Class Settlement Amount as set forth in the Class

Action Settlement Agreement The Claims Administrator will be responsible for publishing

and transmitting the approve(! Class Action Notices, maintaining the Settlement Website,

transmitting the Gift Gards to the Class Members (upon final approval), and other duties as

set forth in the Class Action Settlement Agreement.

4. The Court APPROVES the creation of a Qualified Settlement Fund ("aSP)

in accordance with the tenns of the Class Action Settlement Agreement. Distribution into

and from the QSF shall be made In accordance with the tenns of the Class Action

Settlement Agreement.

5. The Court PRELIMINARILY APPROVES the Attomeys' Fees and Expenses

to be paid to Rothman Goltlon, P.C. by Walmart in the amount of $15,900,000 as part of

the Class Settlement Amount. The Court preliminarily finds that. considering the criteria

set forth in Pa. R.C.P. 1717, the Attomeys' Fees and Expenses are reasonable and fair,

Sl.IbJect to further consideration of a Motion to Approve Attorneys' Fees and Expenses,

which shall be filed at least ten days prior to the Final Fairness Hearing, and will be

considered during that hearing.

6. Any objection(s) to the tenns of the Class Action Settlement must be filed

with the Court and served on counsel fOf the parties by the objecting party no later than the

claim filing deadline set forth in the Class Notice. The objection(s) must be in writing and

follow the ObJection Process set forth in the Class Action Settlement Agreement, Including

but nol limited the requirement that the objecting party indicate a willingness to post a

bonel, or in the alternative, provide evidence of an inability to post a bond, In which case

the Court will schedule a hearing for the objecting party to show cause why a bond or

security should not be posted as required by Pa. RAP. 1731 (or in such other amount as

detennined by the Court).

7. A Fillal Fairness Hearing on the Class Action Settlement and Motion 10

Approve Attorneys' Fees and Expenses Is scheduled lor the day of November,

2018. al _ __ a.m. in Courtroom No. 815.

BY THE COURT:

_________ ~, J,