confidential and for settlement purposes...

CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY

DELL OPTIONAL SERVICE CONTRACT RHODE ISLAND TAX SETTLEMENT AGREEMENT

October 22, 2015

Case Number: PB-2003-2636Filed in Providence/Bristol County Superior CourtSubmitted: 11/6/2015 9:29:52 AMEnvelope: 393636Reviewer: Alexa Goneconte

1

SETTLEMENT AGREEMENT

THIS DELL OPTIONAL SERVICE CONTRACT RHODE ISLAND TAX

SETTLEMENT AGREEMENT (“the Agreement”) is made and entered into as of the 22nd day

of October 2015, by and among Dell Inc. f/k/a Dell Computer Corp., Dell Marketing LP (“Dell

Marketing” or “DMLP”), Dell Catalog Sales LP (“Dell Catalog” or “DCSLP”), Worldwide

TechServices LLC f/k/a QualxServ, LLC (“QualxServ”), and BancTec, Inc. (“BancTec”)(now

merged into Worldwide Tech Services LLC)(collectively, “Defendants”), Julianne Ricci

(“Ricci”), individually and on behalf of the Settlement Class as defined herein, and David M.

Sullivan, in his capacity as the Acting Director of the Rhode Island Department of Revenue and

the Tax Administrator for the Rhode Island Division of Taxation (“DOR”);

WHEREAS, on May 16, 2003, counsel representing Ricci filed a complaint on behalf of

a putative class of customers who purchased optional computer hardware service contracts from

one or more of Defendants, alleging, inter alia, that Defendants had violated the Rhode Island

Deceptive Trade Practices Act, R.I. Gen. Laws §§ 6-13.1, et seq., by engaging in unfair or

deceptive acts or practices in connection with unlawful charging and collection of monies as

“tax” on purchases of such optional service contracts, and such is now pending in the Providence

County Superior Court in the State of Rhode Island and styled, Long, et al. v. Dell Inc., et al.,

C.A. No. PC 03-2636 (the “Class Action”);

WHEREAS, on January 29, 2004, the Superior Court denied Defendants’ motion to stay

the case and compel arbitration, and on April 14, 2004, Defendants appealed to the Rhode Island

Supreme Court (“the 2004 Appeal”);


2

WHEREAS, in response to the Class Action, certain of Defendants have filed claims for

refund of monies collected as tax on purchases of optional service contracts and thereafter

remitted to DOR (the “Tax Refund Claims”), and those Tax Refund Claims include tax periods

beginning on October 1, 2001 and ending on December 31, 2011;

WHEREAS, DOR successfully moved to intervene in the Class Action and, on June 22,

2007, moved to dismiss the Class Action or, alternatively, to grant summary judgment, which

motion was denied by the Superior Court on August 7, 2007;

WHEREAS, on December 20, 2007, the Rhode Island Supreme Court granted DOR’s

petition for writ of certiorari (“the 2007 Appeal”) and stayed the Superior Court proceedings;

WHEREAS, on December 14, 2009, the Rhode Island Supreme Court resolved the 2004

Appeal by affirming the Superior Court’s denial of Defendants’ motion to compel arbitration, see

DeFontes v. Dell, Inc., 984 A.2d 1061 (R.I. 2009), and, in a separate opinion, resolved the 2007

Appeal by affirming the Superior Court’s denial of DOR’s motion to dismiss, see Long v. Dell,

Inc., 984 A.2d 1074, 1081 (R.I. 2009);

WHEREAS, on January 8, 2010, DOR filed an answer to the Class Action, and on

February 3, 2010, Ricci moved to strike the affirmative defenses asserted by DOR;

WHEREAS, on April 2, 2012, the Superior Court issued a decision granting Defendants’

motion for summary judgment and granting Ricci’s motion to strike DOR’s affirmative defenses,

which decision was the subject of appeals filed by Ricci and DOR, respectively (“the 2012

Appeals”);

WHEREAS, on June 27, 2014, the Rhode Island Supreme Court resolved the 2012

Appeals by (i) affirming the Superior Court’s entry of summary judgment on Ricci’s negligence

count and affirming the dismissal of all claims by plaintiff Nicholas Long, (ii) vacating the


3

Superior Court’s entry of summary judgment in favor of Defendants on Ricci’s claim under the

Rhode Island Deceptive Trade Practices Act, and (iii) affirming the Superior Court’s order

striking DOR’s affirmative defenses, see Long v. Dell, Inc., 93 A.3d 988 (R.I. 2014);

WHEREAS, on August 1, 2014, Ricci moved for class certification, and on December 4,

2014, the Superior Court held a hearing on the motion;

WHEREAS, on February 26, 2015, the Superior Court ordered the Class Action to non-

binding mediation;

WHEREAS, on April 22, 2015 and June 8, 2015, Class Counsel, Defendants and DOR

attended full-day mediation sessions with retired Chief Justice Frank J. Williams as the mediator;

WHEREAS, Class Counsel have obtained substantial discovery produced by Defendants

in the Superior Court proceedings and in related proceedings originally filed in other state courts,

and Class Counsel have reviewed and analyzed tens of thousands of pages of such discovery and

have engaged in extensive negotiations with Defendants’ counsel and with counsel for DOR

concerning issues relevant to the case;

WHEREAS, Ricci and Class Counsel have concluded, after due investigation and after

carefully considering the claims asserted in the Class Action, the legal and factual defenses

thereto, the applicable law, and other relevant circumstances, that it would be in the best interests

of the Settlement Class, as defined herein, to enter into this Agreement in order to assure that the

benefits reflected herein are obtained for the Settlement Class and, further, that Class Counsel, in

their role as counsel for the Settlement Class, consider the settlement set forth herein to be fair,

reasonable and adequate and in the best interests of all members of the Settlement Class;

WHEREAS, Defendants, despite their belief that they have good and meritorious

defenses to the claims that have been asserted in the Class Action, wish to enter into this


4

Settlement Agreement solely to avoid the further expense, inconvenience and burden of

protracted litigation, and the distraction and diversion of their personnel and resources, and

thereby to put to rest this controversy with the Settlement Class and DOR, and to avoid the risks

inherent in uncertain complex litigation;

WHEREAS, DOR wishes to enter into this Settlement Agreement to resolve the Tax

Refund Claims and tax issues related to Defendants’ sales of Optional Service Contracts, as

defined herein, and to avoid the further expense, inconvenience and burden of protracted

litigation, and the distraction and diversion of its personnel and resources, and thereby put to rest

this controversy and avoid the risks inherent in uncertain complex litigation;

WHEREAS, arms’ length settlement negotiations have taken place among counsel for

Ricci, Defendants and DOR, which have resulted in this Agreement, including its exhibits, and

that such Agreement embodies the terms and conditions of the settlement among Ricci

(individually and as the representative of the Settlement Class), Defendants and DOR, subject to

Final Approval as provided herein;

WHEREAS, this Agreement shall not be deemed or construed to be an admission or

evidence of the truth of any of the claims or allegations that may have been set forth by any party

in the Class Action or in the Tax Refund Claims;

WHEREAS, Ricci (individually and as the representative of the Settlement Class), Class

Counsel, Defendants and DOR agree to be bound by the terms of this Agreement and to fully

support this Agreement;

NOW, THEREFORE, it is agreed by and among the undersigned, on behalf of Ricci

(individually and as the representative of the Settlement Class), Class Counsel, Defendants and

DOR, that the Class Action and the Tax Refund Claims, respectively, shall be settled,


5

compromised and withdrawn or dismissed on the merits and with prejudice and, except as

hereafter provided, without court costs to Ricci, the Settlement Class, Class Counsel, Defendants

or DOR, subject to Final Approval, on the following terms and conditions:

I. DEFINITIONS

Settlement Class: Subject to the approval of the Court and for the purposes of this

Agreement only, the undersigned agree and consent to the certification of a Settlement Class as

defined as follows:

All Consumers, as defined herein, (a) who purchased from one or more of Dell Inc. (f/k/a Dell Computer Corporation), Dell Marketing Limited Partnership, Dell Catalog Sales Limited Partnership, or Worldwide TechServices, LLC (f/k/a BancTec, Inc., and QualxServ, LLC) (collectively, “Defendants”), at least one Optional Service Contract, as defined herein, at any time from May 16, 1993through December 31, 2011, (b) whose “ship-to” address for such purchase was a location in the State of Rhode Island, (c) who paid any amount of money denominated as a “tax” calculated in whole or in part on the charge for the purchase of such Optional Service Contract, and (d) who did not receive from any of Defendants a refund of such “tax” in connection with a return of the computer hardware or otherwise.

Specifically excluded from the Settlement Class are: all Rhode Island State Court Judges and their respective immediate families; Defendants, any parent, subsidiary or affiliate of any of Defendants; any entity in which any of Defendants has a controlling interest; and Defendants’ officers, directors, employees, counsel of record in this action, and their respective immediate families.

Also excluded from the Settlement Class shall be any person who submits a timely and valid request for exclusion in accordance with the provisions set forth in this Agreement.

Class Representative: For purposes of this Agreement only, Ricci, shall be designated as

Class Representative. It is hereby agreed, for purposes of this Agreement only, that the claims of

the Class Representative are typical of the claims of the Settlement Class and that the Class

Representative is an adequate representative of the Settlement Class.


6

General Definitions: The following terms shall have the following meanings for

purposes of this Settlement Agreement:

1. “Agreement” means this Dell Optional Service Contract Tax Settlement Agreement, including its exhibits.

2. “Attorneys’ Fees Payment Date” means the date thirty (30) days after, whichever is later: (a) the Court has, after or at the same time as entering an order giving final approval to the settlement, entered an order approving the award of fees to Class Counsel; or (b) either (i) the time to appeal the Court’s entry of an order approving the award of fees to Class Counsel has expired with no appeal having been taken; or (ii) the Court’s order approving the award of fees to Class Counsel has been affirmed in its entirety by the court of last resort to which any appeal has been taken or petition for review has been presented and such affirmance has become no longer subject to the possibility of further appeal. Class Counsel shall provide Dell with a completed W-9 Form. Dell shall be under no obligation to pay any fees until Class Counsel provides such completed W-9 Form.

3. “Claims Assistance Email Inbox” shall mean the email inbox to be maintained by the Settlement Administrator.

4. “Claims Deadline” shall mean the date one-hundred and twenty (120) days after the date the Summary Notice is published.

5. “Class Action” means the lawsuit, styled Long, et al. v. Dell Inc., et al.,C.A. No. PC 03-2636, filed in the Providence County Superior Court in the State of Rhode Island.

6. “Class Counsel” means the law firms of Ellis & Rapacki LLP, of Boston, Massachusetts, and Oliverio & Marcaccio LLP, of Providence, Rhode Island.

7. “Consumer” means a natural person who made a purchase of an Optional Service Contract primarily for personal, family, or household purposes.

8. “Court” or “Superior Court” means the Superior Court for Providence County in the State of Rhode Island.

9. “DCSLP” means Dell Catalog Sales Limited Partnership.

10. “Dell” means Dell Inc. f/k/a Dell Computer Corp., Dell Marketing L.P. and Dell Catalog Sales L.P., collectively.

11. “Dell Claims” means those claims submitted by Settlement Class Members to the Settlement Administrator for Dell Individual Settlement Amounts.


7

12. “Dell Individual Settlement Amounts” means the amounts required to be paid by Dell for each valid and timely Dell Claim pursuant to this Agreement.

13. “Dell Released Claims” means all manner of claims, demands, actions, suits, and causes of action, whether class, individual or otherwise in nature, damages whenever incurred, liabilities of any nature whatsoever (including costs, expenses, penalties and attorneys’ fees), whether known or unknown, suspected or unsuspected, asserted or unasserted, in law or equity, statutory or common law, that DOR or any Settlement Class Member, whether directly, representatively, derivatively or in any other capacity, ever had, now has or hereafter can, shall or may have, with respect to: (a) the claims that are now or were ever alleged in the Class Action for the time period through December 31, 2011; (b) the practice by one or more of Defendants or their affiliates of charging, invoicing, collecting, or remitting monies denominated as “tax” calculated in whole or in part on any charge or incremental cost for an Optional Service Contract during the time period through December 31, 2011; (c) any representations by one or more of Defendants or their affiliates made in connection with “tax” calculated in whole or in part on any charge or incremental cost for an Optional Service Contract during the time period through December 31, 2011; and/or (d) the collection and remittance or failure to collect or remit monies as tax in connection with the sale or performance of Optional Service Contracts.

14. “Dell Released Parties” means each of Defendants, their respective present and former direct and indirect parents, subsidiaries, divisions, departments, joint ventures, affiliates, partnerships, associates, insurers, predecessors, heirs, executors, administrators, trustees, former and present stockholders, officers, directors, employees, contractors, vendors, agents, representatives, attorneys, successors and assigns.

15. “Detailed Notice” means the Detailed Notice of Class Action Settlement to be posted on the settlement website and Dell’s website, substantially in the form of Exhibit 1hereto.

16. “DMLP” means Dell Marketing Limited Partnership.

17. “DOR” means the Rhode Island Department of Revenue.

18. “DOR Cap” means the amount of seven hundred thousand dollars ($700,000.00), the calculation of which shall include both the amount of all DOR Individual Settlement Amounts payable under this Agreement and the amount of all offsets against the DOR Claims submitted pursuant to this Agreement.

19. “DOR Claims” means those claims submitted by Settlement Class Members to the Settlement Administrator for DOR Individual Settlement Amounts.

20. “DOR Individual Settlement Amounts” means the amounts required to be paid by DOR for each valid and timely DOR Claim pursuant to this Agreement, which amounts are subject to offsets as set forth in Section IV.C.2. below.


8

21. “DOR Released Claims” means all manner of claims, demands, actions, suits, and causes of action, damages whenever incurred, liabilities of any nature whatsoever (including costs, expenses, penalties and attorneys’ fees), whether known or unknown, suspected, asserted or unasserted, in law or equity, statutory or common law, that any Defendant or Settlement Class Member, whether directly, representatively, derivatively, or any other capacity, ever had, now has or hereafter can, shall or may have, with respect to: (a) the claims alleged by Defendants against DOR concerning Optional Service Contracts, as asserted by Defendants in the Class Action and in any Tax Refund Claims; (b) the collection or remittance of monies as “tax” on the sales of Optional Service Contracts; or (c) the claims that are now or were ever alleged in the Class Action for the time period through December 31, 2011.

22. “Final Approval” means that: (a) this Agreement has been approved by the Court, and entry has been made of the final judgment of dismissal substantially in the form of Exhibit 7 hereto; and (b) either (i) the time to appeal the Court’s entry of final judgment has expired with no appeal having been taken; or (ii) the Court’s order of final judgment has been affirmed in its entirety by the court of last resort to which any appeal has been taken and such affirmance has become no longer subject to the possibility of further appeal.

23. “Final Hearing” means the final approval hearing.

24. “Optional Agreement” means a service agreement, the purchase of which was not required in order to purchase the computer hardware covered by such service agreement.

25. “Optional Service Contract” is defined as any Optional Agreement sold by one or more of Defendants providing for repair and/or replacement services, including parts and/or labor, covering computer hardware. “Optional Service Contract” shall include, without limitation, technical support service contracts, on-site repair service contracts, remote repair service contracts, and “CompleteCare” service contracts.

26. “Parties” means Ricci, each Settlement Class Member, Defendants and DOR (each of which individually is a “Party”).

27. “Postmarked” shall mean the date imprinted on the envelope or if that date cannot be ascertained, the date three business days before the date the item is received.

28. “Preliminary Approval” means an order by the Court preliminarily approving this Agreement, and approving the form and method of notice to the Settlement Class, pursuant to a motion as described in Section VIII.A. below, and substantially in the form of Exhibit 4 hereto.

29. “Request for Exclusion” means a Settlement Class Member’s election to be excluded from the Settlement Class in accord with the procedures of Section VIII.B. below.


9

30. “Settlement Administrator” means the class action administrator retained by Dell to perform the tasks assigned to the Settlement Administrator as provided for herein.The candidates for retention as Settlement Administrator will be subject to the approval of Class Counsel and DOR, which approval shall not be unreasonably withheld.

31. “Settlement Class Member” means any Consumer who is a member of the Settlement Class.

32. “Short Form Notice and Individual Summary” means the Short Form Settlement Notice and Summary of Individual Claim Information to be sent to Settlement Class Members substantially in the form of Exhibit 2 hereto.

33. “Summary Notice” means the notice to be published in the Providence Journal as provided in Section III.B. below and substantially in the form of Exhibit 3 hereto.

34. “Tax Refund Claims” mean and include those Claims for Refund filed with DOR by DMLP, BancTec and QualxServ for tax periods October 1, 2001 to December 31, 2011.

II. COMPILATION OF DATABASES

A. Dell Company Numbers Database

It is agreed that the class shall consist only of those purchasers who purchased through

the following Dell sales channels: Dell company numbers 13 (from April 4, 2008 through

October 2010 only), 19, 21 (from July 1994 through October 2010 only), 22 (from February

1998 only), 23 (from November 2010 only), 24 (from November 2010 only), and 29 (from

August 1999 only).

B. Dell Payables Database and Dell Notice Database

Within seven (7) months after Preliminary Approval, Dell shall provide to DOR and

Class Counsel, respectively, two (2) electronic databases, each divided by calendar year,

identifying all transactions where a Settlement Class Member paid monies or was refunded

monies as “tax” on the purchase or refund of one or more Optional Service Contracts, which

purchase and refund transactions are not covered by any Tax Refund Claim (the “Dell Payables


10

Database”). The two components of the Dell Payables Database shall be comprised of the

following transactions (by invoice date), respectively: (1) all purchase and refund transactions in

which tax was remitted to DOR on behalf of DMLP on a sale of an Optional Service Contract

sold during the period from May 16, 1993 through September 30, 2001; and (2) all purchase and

refund transactions in which tax was remitted to DOR on behalf of BancTec on a sale of an

Optional Service Contract sold during the period from May 16, 1993 through September 30,

2001.

For each transaction after January 1997 in the Dell Payables Database, the following

information shall be provided: (a) invoice number; (b) invoice date; (c) Dell customer number;

(d) “bill-to” first name, last name, address and zip code; (e) “ship-to” first name, last name,

address and zip code; (f) amount paid or refunded for the Optional Service Contract(s) purchased

(i.e., “service revenue”); and (g) amount paid or refunded as “tax” on the Optional Service

Contract(s) purchased or refunded. For each transaction prior to January 1997 in the Dell

Payables Database, Dell shall use reasonable efforts, to the extent practicable, to retrieve and

provide the foregoing information. For those transactions occurring prior to January 1, 1997, in

those instances where Dell’s records do not have a separate entry recording the inclusion of a

service contract in a purchase and/or the price of an Optional Service Contract, it is agreed that it

shall be irrebuttably presumed that a customer who purchased computer hardware also purchased

a single Optional Service Contract for $35.00 and that tax on such contract was collected at a rate

of 7%, i.e., in the amount of $2.45. The Settlement Administrator or Dell shall ensure that the

pertinent data are properly formatted in the correct fields of the Dell Payables Database.


11

Upon Dell’s production of the Dell Payables Database to Class Counsel, Class Counsel

shall then have forty-five (45) days to review such database for accuracy and completeness and

advise Dell as to the same.

Seventy-five (75) days after production of the Dell Payables Database, Dell or the

Settlement Administrator shall thereafter produce to Class Counsel a revised database (the “Dell

Notice Database”), which shall consist of the data on the Dell Payables Database revised as

follows: (1) the transaction data on the Dell Payables Database for each Dell customer number

shall be summed, retaining the identifying data for the most recent transaction (including the

Dell customer number), with the result that the total tax paid on Optional Service Contracts (the

“Dell Individual Settlement Amount”) shall be referenced for each Dell customer number; (2) if

reasonably feasible and economical, the data in the “bill-to” first name and last name shall be

normalized to produce an entry for a new database field entitled “Customer Name,” which entry

shall consist of the first name and last name; (3) the last known billing addresses of Settlement

Class Members shall be updated by using the United States Postal Service (“USPS”) National

Change of Address database (“NCOA database”); and (4) a unique nine digit non-sequential

numeric identification claim number (“Dell Claim Number”) shall be assigned to each Dell

customer number and added as a new database field for each customer number listed on the Dell

Notice Database. As updated, the last known billing addresses of Settlement Class Members

shall be CASS certified for bulk first class mailing. A copy of the Dell Notice Database shall be

provided to Dell and to Class Counsel. The Parties may disclose to the Court the information

reflected in the Dell Payables and Dell Notice Databases. Class Counsel and Dell shall make

good faith efforts to verify the accuracy of the data in the Dell Payables Database and the Dell

Notice Database and to resolve any disputes that may arise.


12

C. DOR Payables Database and DOR Notice Database

Within seven (7) months after Preliminary Approval, Dell shall provide to DOR and

Class Counsel, respectively, four (4) electronic databases, each divided by calendar year,

identifying all transactions where a Settlement Class Member paid monies or was refunded

monies as “tax” on the purchase or refund of one or more Optional Service Contracts, which

purchase and refund transactions are covered by any Tax Refund Claim (the “DOR Payables

Database”). The four components of the DOR Payables Database shall be comprised of the

following transactions (by invoice date), respectively: (1) all purchase and refund transactions in

which tax was remitted to DOR on behalf of DMLP on a sale of an Optional Service Contract

sold during the period from October 1, 2001 through December 31, 2011; (2) all purchase and

refund transactions in which tax was remitted to DOR on behalf of BancTec on a sale of an

Optional Service Contract sold during the period from October 1, 2001 through December 31,

2011; (3) all purchase and refund transactions in which tax was remitted to DOR on behalf of

QualxServ on a sale of an Optional Service Contract sold during the period from January 1, 2002

through December 31, 2011; and (4) all purchase and refund transactions in which tax was

collected and remitted to DOR on behalf of DCSLP on a sale of an Optional Service Contract

sold during the period from February 5, 2006 through November 4, 2006.

For each transaction in the DOR Payables Database, the following information shall be

provided: (a) invoice number; (b) invoice date; (c) Dell customer number; (d) “bill-to” first

name, last name, address and zip code; (e) “ship-to” first name, last name, address and zip code;

(f) amount paid or refunded for the Optional Service Contract(s) purchased (i.e., “service

revenue”); (g) amount paid or refunded as “tax” on the Optional Service Contract(s) purchased

or refunded; and (h) amount of interest added to the amount paid or refunded as “tax” on the


13

Optional Service Contract(s), as calculated by Dell or the Settlement Administrator as follows:

Such interest shall be simple annual interest at the rate of 3.25%. Irrespective of the actual

month and day of purchase, such interest shall be calculated beginning September 30 of the year

of each respective purchase of the Optional Service Contract(s) through December 31, 2015.

The Settlement Administrator or Dell shall ensure that the pertinent data are properly formatted

in the correct fields of the DOR Payables Database.

Upon Dell’s production of the DOR Payables Database to DOR and Class Counsel,

respectively, Class Counsel shall then have forty-five (45) days to review such database for

accuracy and completeness, while DOR shall have said forty-five (45) days to review such

database for sufficiency to carry out DOR’s obligations under this Agreement.

Seventy-five (75) days after production of the DOR Payables Database, Dell or the

Settlement Administrator shall thereafter produce to DOR and Class Counsel, respectively, a

revised database (the “DOR Notice Database”), which shall consist of the data on the DOR

Payables Database revised as follows: (1) the transaction and interest data on the DOR Payables

Database for each Dell customer number shall be summed, retaining the identifying data for the

most recent transaction (including the Dell customer number), with the result that the total tax

paid on Optional Service Contracts and the total amount of interest calculated thereon (the “DOR

Individual Settlement Amount”) shall be referenced for each Dell customer number; (2) if

reasonably feasible and economical, the data in the “bill-to” first name and last name fields shall

be normalized to produce an entry for a new database field entitled “Customer Name,” which

entry shall consist of the first name and last name; (3) the last known billing addresses of

Settlement Class Members shall be updated by using the USPS NCOA database; and (4) a

unique nine digit non-sequential numeric identification claim number (“DOR Claim Number”)


14

shall be assigned to each Dell customer number and added as a new database field for each

customer number listed on the DOR Notice Database. As updated, the last known billing

addresses of Settlement Class Members shall be CASS certified for bulk mailing. A copy of the

DOR Notice Database shall be provided to DOR, Dell and Class Counsel, respectively. The

Parties may disclose to the Court the information reflected in the Dell Payables and Dell Notice

Databases. DOR, Dell and Class Counsel shall make good faith efforts to verify the accuracy of

the data in the DOR Payables Database and the DOR Notice Database and to resolve any

disputes that may arise.

III. NOTICE TO SETTLEMENT CLASS MEMBERS

A. Mailing Short Form Notice and Individual Summaries

No later than twenty-one (21) days after DOR, Class Counsel and Dell reach agreement

regarding the accuracy of the Dell Notice Database and the DOR Notice Database, as to any

Settlement Class Members who are not in dispute, and subject to the proviso in the paragraph

immediately below, the Settlement Administrator shall send the Short Form Notice and

Individual Summary, substantially in the form of Exhibit 2 attached hereto, via first class U.S.

mail to each Settlement Class Member at the billing address listed in the Dell Notice Database

and/or the DOR Notice Database or, as appropriate, the updated address per the NCOA

database. If there is any dispute about whether a Settlement Class Member should receive a

Short Form Notice and Individual Summary, the dispute shall be submitted to the Court for

resolution. Such mailings shall be prominently marked on the front of the mailing with the

words, “IMPORTANT: LEGAL NOTICE OF CLASS ACTION SETTLEMENT,” in bold

and in capital letters. If a mailing to a Settlement Class Member is returned with a forwarding


15

address provided by the USPS, the Settlement Administrator will cause it to be re-mailed to the

address or addresses provided and update the Notice Database accordingly.

PROVISO: The Settlement Administrator shall not be required to send the Short Form

Notice and Individual Summary to Settlement Class Members whose last known address, as

updated by the NCOA update, is determined to be undeliverable pursuant to one of the following

mailing codes: F (foreign move, no new address available), G (postal box closed, no new

address available) or K (move, left no forwarding address).

The Settlement Administrator shall provide monthly reports to Dell, DOR and Class

Counsel, respectively, of the number of individual Short Form Notice and Individual Summaries

sent, the number returned and the number re-mailed with new addresses. The Parties may

disclose to the Court the information reflected in these monthly reports. The Settlement

Administrator shall provide to Dell, DOR and Class Counsel, respectively, proof, by declaration

for filing with the Court, of the mailing of Short Form Notice and Individual Summaries as

provided for above.

B. Publication of Summary Notice

No later than fourteen (14) days after the first Short Form Notice and Individual

Summary is mailed, Dell or the Settlement Administrator shall cause to be published once in the

Providence Journal newspaper a copy of the Summary Notice, substantially in the form of

Exhibit 3 attached hereto, and shall provide to Dell, DOR and Class Counsel, respectively,

proof, by declaration for filing with the Court, of such publication.

C. Website Notice

No later than the date the first Short Form Notice and Individual Summary is mailed, the

Settlement Administrator shall establish a settlement website, with a domain name selected by


16

the Settlement Administrator after consultation with the Parties. Such website shall publish

copies of this Agreement and its exhibits, including the finalized Detailed Notice and the

Summary Notice that is published, and shall publicize on said website the email address for the

Settlement Administrator’s Claims Assistance Email Inbox. The website shall also prominently

post the Claims Deadline and a series of Frequently Asked Questions (“FAQs”) as agreed to by

the Parties, case updates, and, when filed with the Court, Class Counsel’s motion and

memorandum for an Award of Attorneys’ Fees and Expenses. Dell shall also post a copy of the

finalized Detailed Notice, the Summary Notice as published and the Agreement with exhibits, a

link to the settlement website, and the email address for the Settlement Administrator’s Claims

Assistance Email Inbox on a “Legal Notices” section of its own website, www.dell.com. The

Settlement Administrator and Dell shall supply to Class Counsel and to DOR proof, by

declaration for filing with the Court, of posting to the website the required documents and

information.

IV. THE SUBMISSION, PROCESSING AND PAYMENT OF CLAIMS

A. Claims Assistance Email Inbox

No later than the date the first Short Form Notice and Individual Summary is mailed, the

Settlement Administrator shall activate a Claims Assistance Email Inbox to receive inquiries

from Settlement Class Members. The Settlement Administrator shall maintain the Claims

Assistance Email Inbox for at least six (6) months after the date of Final Approval.

If a customer emails the Claims Assistance Email Inbox prior to the Claims Deadline and

seeks a Short Form Notice and Individual Summary, the following procedure shall be followed:

a. The customer shall be requested via return email to provide the customer’s

current name and address, current telephone number, and any billing address(es) which


17

would have been used by the customer at the time the Optional Service Contracts were

purchased from Dell, and the approximate date(s) when such purchase(s) were made. If

the customer has a copy of an invoice or acknowledgment for the transaction, the invoice

number, invoice date, customer number, billing name, and billing address of the customer

at the time of the transaction should also be obtained.

b. The Settlement Administrator shall search the Dell Notice Database and the

DOR Notice Database in an attempt to locate the customer’s transaction(s) and customer

number(s).

c. If no transaction can be located, the Settlement Administrator shall so inform

the customer via email and by mail at the customer’s last known address if the customer

requests notice by mail.

d. If a customer’s transaction or transactions are located on a database, the

relevant database(s) will be updated with the current address, and the Settlement

Administrator shall mail to the customer a copy of the pertinent Short Form Notice and

Individual Summary for each of the customer’s Dell customer numbers.

For other questions or issues that arise, the Settlement Administrator, Dell, DOR and

Class Counsel will attempt to answer the particular question or resolve the issue.

B. Submission of Claims

To be eligible for a payment under this Agreement, a Settlement Class Member must

complete and submit a timely and valid claim form. In order to be timely, a claim must either be

filed electronically by the Claims Deadline, or, if a paper claim form, Postmarked by the Claims

Deadline. Electronic claim forms shall be accessible at a claims webpage via a link from the

settlement website and shall require of the Settlement Class Member no more than the following:


18

(a) affirmatively claiming compensation; (b) populating a field with the Settlement Class

Member’s unique identifying claim number and password exactly as printed on the Settlement

Class Member’s Short Form Notice and Individual Summary; (c) providing the Settlement Class

Member’s Customer name exactly as printed on the Short Form Notice and Individual Summary

and current mailing address and, if different than the billing address printed on the Settlement

Class member’s Short Form Notice and Individual Summary, indicating so; (d) providing the

DOR Individual Settlement Amount or Dell Individual Settlement Amount exactly as printed on

the Short Form Notice and Individual Summary; (e) providing the last four numbers of the

Settlement Class Member’s Social Security number for DOR Claims, but not for Dell Claims; (f)

providing additional contact information (e.g., email address, telephone numbers) to facilitate

communication concerning the claim; and (g) acknowledging that (1) the claim form is

submitted by the Settlement Class Member or the Settlement Class Member’s authorized

representative, (2) the submission of a claim form alone does not guarantee eligibility for

compensation under this settlement, (3) the Settlement Class Member is waiving any right to

confidentiality of taxpayer information that he/she may otherwise have so as to allow DOR to

carry out its obligations under this Agreement and process the DOR Claims (4) for DOR Claims,

but not for Dell Claims, DOR intends to offset against the Settlement Class Member’s DOR

Individual Settlement Amount any amounts that it has the right to offset under applicable Rhode

Island laws, including but not limited to, offsets pursuant to R.I. Gen. Laws §§ 44-1-11, 44-30.1-

1 et seq., 44-30.2-1 et seq., and 42-142-7, and therefore the amount paid to the Settlement Class

Member may be less than the DOR Individual Settlement Amount, (5) for DOR Claims, but not

for Dell Claims, DOR may inform the Settlement Administrator of the existence of, but not the

nature or details of, any obligation of the Settlement Class Member that results in an offset


19

against the DOR Individual Settlement Amount, (6) for DOR Claims, but not for Dell Claims,

the amount of compensation paid to the Settlement Class Member may be less than the DOR

Individual Settlement Amount listed on the Short Form Notice and Individual Summary for this

claim and on this claim form if the DOR Cap is reached and a pro rata reduction of the DOR

Individual Settlement Amounts is made, (7) in the event that there are offsets against DOR

Settlement Amounts and there has been a pro rata reduction in DOR Individual Settlement

Amounts, Settlement Class Members will not receive an increase in the amount on their DOR

Claim by virtue of the fact that offsets have been made, and (8) the information provided by the

Settlement Class Member is, to the best of the Settlement Class Member’s knowledge, true and

correct.

The claims webpage shall be designed so as to not accept any incomplete or duplicative

claims and to provide immediate electronic notice (in the form of a red on-screen error message)

to the claimant of the grounds for such non-acceptance along with the email address for the

Settlement Administrator’s Claims Assistance Email Inbox. The Settlement Administrator shall

also make available paper claim forms upon request. The format of the claim form shall be

substantially similar to the electronic claim form and be subject to the approval of Dell, DOR

and Class Counsel, which approval will not be unreasonably withheld. Within thirty (30) days

after the Claims Deadline or Final Approval, whichever is later, the Settlement Administrator

shall securely provide to Dell, DOR and Class Counsel electronic databases of all DOR Claims

(the “DOR Claims Database”), and to Dell and Class Counsel all Dell Claims (the “Dell Claims

Database”).


20

The Settlement Administrator shall also provide the total number of emails received by

the Settlement Administrator’s Claims Assistance Email Inbox to Dell, DOR and Class Counsel

on a monthly basis.

Members of the putative Settlement Class who have filed a timely and valid Request for

Exclusion as provided in Section VIII.B. shall not be eligible to receive compensation.

C. Processing of Claim Forms

1. Receipt of Claims

The electronic filing system shall ensure that only timely filed claims are accepted. Any

paper claim forms must be Postmarked by the Claims Deadline in order to be timely filed.

2. DOR Claims Subject to Offset

The parties agree that subject to the proviso in the paragraph immediately below, DOR

shall have the right to offset against any DOR Claim any amounts that it has the right to offset

under Rhode Island laws, including, but not limited to, offsets pursuant to R.I. Gen. Laws §§ 44-

1-11, 44-30.1-1 et seq., 44-30.2-1 et seq., and 42-142-7. In the event that DOR exercises such

right to offset, DOR shall notify the Settlement Class Member, in writing, of its intent to offset

against the DOR Individual Settlement Amount. The Settlement Class Member shall then have

all the rights and obligations under Rhode Island law of a taxpayer where there is an offset

against a tax refund pursuant to Rhode Island laws.

PROVISO: DOR will not offset against any DOR Claim any amount of unpaid use tax on

a Settlement Class Member’s purchase of Dell hardware.

3. Payment of DOR Claims

Within ninety (90) days of being provided the DOR Claims Database, DOR shall make

payment to the Settlement Administrator an amount equal to the sum of all DOR Individual


21

Settlement Amounts for which a DOR Claim has been made less any offsets to be made pursuant

to Section IV.C.2. above. The Settlement Administrator shall immediately deposit all such

amounts paid by DOR into an escrow account maintained by the Settlement Administrator (the

“DOR Account”). The Settlement Administrator retained by Dell must carry adequate insurance

or secure a bond in an amount of at least the DOR Account to protect against any theft or loss of

monies deposited into the DOR Account. The Settlement Administrator shall also require the

bank or other financial institution holding the funds in the DOR Account to be insured, bonded

or to provide collateral so as to protect the funds on deposit from theft or loss. Subject to the

proviso in the paragraph immediately below, and except for any claim subject to offset as

described in Section IV.C.3. above, within one-hundred and twenty (120) days after the

expiration of the Claims Deadline or Final Approval, whichever is later, the Settlement

Administrator shall issue settlement checks in the amount of the DOR Individual Settlement

Amount for each claim drawn on the DOR Account and payable to the Settlement Class

Members for each valid and timely DOR Claim. DOR shall provide a list of those Settlement

Class Members whose claims were subject to offset but who still are entitled to a settlement

check (i.e., the offset was less than the Settlement Class Member’s DOR Individual Settlement

Amount) and the amounts that each such class members are due and the Settlement

Administrator shall issue settlement checks in those amounts to those Settlement Class Members.

PROVISO: In the event that the total amount of valid and timely DOR Claims (inclusive

of interest) exceeds the DOR Cap, each DOR Claim will be reduced pro rata so that all DOR

Claims may be paid from the amount of the DOR Cap. In no event shall DOR’s payments of

DOR Claims under this Agreement exceed the DOR Cap.


22

4. Audit Verification

Prior to the Settlement Administrator issuing funds from the DOR Account, the

Settlement Administrator shall provide to DOR a letter containing the following assurances and

in accordance with the International Standards for Professional Practice of Internal Auditing:

that procedures are in place for the administration of the DOR Account that provide appropriate

segregation of duties to ensure against theft and abuse of funds; and that procedures are in place

to ensure that payments are made only to legitimate parties; and that adequate audit trails are

provided. Any weaknesses or irregularities with respect to the matter for which the Settlement

Administrator has provided assurances must be communicated immediately to DOR.

In addition, Dell and/or the Settlement Administrator agree to work with DOR in

resolving any reconciliation discrepancies that may occur on the DOR Account and to make

available to DOR supporting documentation for all transactions that occur on these accounts.

Such supporting documentation shall be preserved and retained by Dell and/or the Settlement

Administrator for at least two (2) years after the date all funds in the accounts have been

distributed to Settlement Class Members.

5. Payment of Dell Claims

Within ninety (90) days of being provided the Dell Claims Database, Dell shall make

payment to the Settlement Administrator an amount equal to the sum of all Dell Individual

Settlement Amounts for which a Dell Claim has been made. No interest shall be included in or

due on the Dell Individual Settlement Amounts. The Settlement Administrator shall

immediately deposit all such amounts paid by Dell into an escrow account maintained by the

Settlement Administrator (the “Dell Account”). The Settlement Administrator retained by Dell

must carry adequate insurance or secure a bond in an amount of at least the Dell Account to


23

protect against any theft or loss of monies deposited into the Dell Account. The Settlement

Administrator shall also require the bank or other financial institution holding the funds in the

Dell Account to be insured, bonded or to provide collateral so as to protect the funds on deposit

from theft or loss. Within one-hundred and twenty (120) days after the expiration of the Claims

Deadline or Final Approval, whichever is later, the Settlement Administrator shall issue

settlement checks in the amount of the Dell Individual Settlement Amount for each claim drawn

on the Dell Account and payable to the Settlement Class Members for each valid and timely Dell

claim.

6. Name Changes

The Settlement Administrator shall issue settlement checks payable to the Customer

Name as listed in the Dell Notice Database and/or DOR Notice Database. However, if a

Settlement Class Member’s name has changed, and such Settlement Class Member provides

sufficient documentation of the name change (such as a copy of a marriage certificate or court

order approving the change) to the Settlement Administrator, the Settlement Administrator shall

note the change on the respective Dell Notice Database and/or DOR Notice Database and issue

the settlement check payable to the Settlement Class Member’s new name.

D. Disputes Concerning Individual Settlement Amounts

1. Disputes Involving Dell Claims

In the event that a Dell Claimant invokes the dispute resolution procedure by notifying

the Settlement Administrator of a dispute and providing an explanation and any supporting

materials, the Settlement Administrator shall review the Dell Payables Database (and, if

necessary, the DOR Payables Database) in an effort to determine whether a readily-apparent

reason explains the Dell Claimant’s expressed dispute; e.g., the Dell Claimant is seeking


24

compensation for one or more transactions that are outside the relevant time period, the Dell

Claimant has made purchases under more than one customer number or the Dell Claimant has

made an error in arithmetic. If such a reason for the Claimant’s dispute is readily apparent, the

Settlement Administrator shall notify the Claimant, in writing, of the misunderstanding.

If a Dell Claimant’s dispute of a Dell Claim is not readily explained, the Settlement

Administrator shall forward a copy of the Dell Claimant’s dispute notification to Dell, and Dell

shall provide to the Settlement Administrator copies of its detailed transaction records relating to

the Dell Claimant’s Optional Service Contract purchases during the relevant time period, along

with Dell’s response to the Claimant’s disagreement.

If Dell’s response expresses agreement with the Claimant’s position, then the Settlement

Administrator shall (i) amend the Dell Individual Settlement Amount field in the Dell Notice

Database, and (ii) process a payment to the Dell Claimant of any balance due. If Dell’s response

expresses disagreement with the Claimant’s position, then the Settlement Administrator shall so

notify the Dell Claimant and Class Counsel, in writing, and shall forward a copy of the detailed

transaction records supplied by Dell, and Dell’s written response, to the Dell Claimant and to

Class Counsel. The Dell Claimant shall then have thirty (30) days within which to respond and

submit any additional records (including invoices or acknowledgments) in support of the Dell

Claimant’s position.

The Settlement Administrator shall thereafter review all of the materials submitted and

render a written decision as to the amount of compensation payable to the Dell Claimant by Dell.

Such decision shall be final and binding on both the Dell Claimant and Defendants. Defendants,

Class Counsel and Dell Claimants shall bear their own costs and fees in connection with

resolving any such disputes, but any costs of the Settlement Administrator shall be borne by


25

Dell.

2. Disputes Involving DOR Claims

Except for a dispute over an offset applied by the DOR pursuant to Section IV.C.2.

above, a DOR Claimant may dispute the amount of his or her DOR Individual Settlement

Amount by notifying the Settlement Administrator and providing an explanation and any

supporting materials. In the event that a DOR Claimant invokes the dispute resolution

procedure, the Settlement Administrator shall review the DOR Payables Database (and, if

necessary, the Dell Payables Database) in an effort to determine whether a readily-apparent

reason explains the DOR Claimant’s expressed dispute; e.g., the DOR Claimant is seeking

compensation for one or more transactions that are outside the relevant time period, the DOR

Claimant has made purchases under more than one customer number or the DOR Claimant has

made an error in arithmetic. If such a reason for the Claimant’s dispute is readily apparent, the

Settlement Administrator shall notify the Claimant, in writing, of the misunderstanding.

If a DOR Claimant’s dispute of a DOR Claim is not readily explained, the Settlement

Administrator shall forward a copy of the DOR Claimant’s dispute notification to Dell, DOR,

and Class Counsel, respectively, and Dell shall provide to the Settlement Administrator copies of

its detailed transaction records, if available, relating to the DOR Claimant’s Optional Service

Contract purchases during the relevant time period, along with Dell’s response to the Claimant’s

disagreement.

If Dell’s response expresses agreement with the Claimant’s position and DOR agrees,

then the Settlement Administrator shall (i) amend the DOR Individual Settlement Amount field

in the DOR Notice Database, and (ii) process a payment to the DOR Claimant of any balance

due. If Dell’s response expresses disagreement with the Claimant’s position, or if DOR


26

expresses disagreement, then the Settlement Administrator shall so notify the DOR Claimant,

DOR and Class Counsel, in writing, and shall forward a copy of the detailed transaction records

supplied by Dell, and Dell’s written response, to the DOR Claimant. The DOR Claimant shall

then have thirty (30) days within which to respond and submit any additional records (including

invoices or acknowledgments) in support of the DOR Claimant’s position.

The Settlement Administrator shall thereafter review all of the materials submitted and

render a written decision as to the amount of compensation payable to the DOR Claimant by

DOR. Such decision shall be final and binding on the DOR Claimant, Defendants and DOR.

Defendants, DOR, Class Counsel, and DOR Claimants shall bear their own costs and fees in

connection with resolving any such disputes, but any costs of the Settlement Administrator shall

be borne by Dell.

E. Reporting and Accounting of Dell Claims and DOR Claims

Beginning thirty (30) days after the first Short Form Notice and Individual Summary is

sent, the Settlement Administrator shall provide monthly reports to Dell, DOR and Class

Counsel, respectively, which reports shall reflect (1) the number of Dell Claims received, (2) the

number of DOR Claims received, (3) the total amount sought for the Dell Claims received, (4)

the total amount sought for the DOR Claims received, (5) the number and total amount paid of

all settlement checks for Dell Claims that have been issued, (6) the number and total amount paid

of all settlement checks for DOR Claims that have been issued, and (7) the number of

outstanding checks (including a breakdown of the number of returned and unreturned checks).

The information contained in these reports may be disclosed to the Court by the Parties.

On or before two hundred and seventy days (270) after the last settlement check is

mailed, the Settlement Administrator shall provide to Dell, DOR and Class Counsel,


27

respectively, copies of the Dell Notice Database and the DOR Notice Database with new fields

identifying each Settlement Class Member who was paid Dell Individual Compensation

Settlement Amounts and/or DOR Individual Compensation Settlement Amounts.

F. Settlement Checks

Each settlement check shall indicate on its face that it is valid for six (6) months and shall

have the following language on the front of the mailing: “IMPORTANT: LEGAL

DOCUMENT ENCLOSED”. The remittance advice portion of each settlement check shall

indicate that the settlement check is issued in connection with the settlement in Long, et al. v.

Dell, Inc., et al., and each remittance advice shall also bear a legend directing the payee to email

the email address for the Settlement Administrator’s Claims Assistance Email Inbox, if the payee

has any questions or disputes the amount remitted.

As the DOR Individual Settlement Amounts and Dell Individual Settlement Amounts

will be determined by Dell customer number, it is understood by all Parties that some Settlement

Class Members have made multiple purchases of Optional Service Contracts and therefore may

be identified more than once on the Dell Notice Database and/or DOR Notice Database, as such

Settlement Class Members may have been assigned more than one Dell customer number. These

Settlement Class Members may receive more than one Short Form Notice and Individual

Summary and more than one settlement check.

Upon issuance of settlement compensation checks, the Settlement Administrator shall

supplement, via additional fields on the Dell Notice Database or the DOR Notice Database, as

applicable, for each paid claim by adding and populating the (1) settlement check number; (2)

date of issuance; and (3) settlement check amount.


28

If a settlement check is returned to the Settlement Administrator with a forwarding

address provided by the USPS, the Settlement Administrator shall re-mail the settlement check to

the forwarding address provided and will update the Dell Notice Database and/or DOR Notice

Database accordingly.

In the event that a settlement check is determined to be undeliverable for one of the

following mailing codes: F (foreign move, no new address available), G (post box closed, no

new address available) or K (move, left no forwarding address), or if a settlement check has not

been cashed, and no request for reissue has been received, within one hundred and eighty (180)

days of the date of the check, then said check shall be deemed void. No further effort shall be

required to pay said Dell or DOR Claim(s). In the event that (i) the DOR Claims exceeded the

DOR Cap and therefore the DOR Claims had been prorated, (ii) there were one or more void

checks, and (iii) subtracting the total amount of the voided checks would reduce the total DOR

Claims plus interest to less than the DOR Cap, Settlement Class Members shall not be entitled to

any additional payment on their DOR Claims.

No sooner than two hundred and ten (210) days, and no later than two hundred and forty

(240) days, after the last settlement checks are mailed to the Settlement Class Members, the

Settlement Administrator shall provide to Dell, DOR and Class Counsel, respectively, a listing of

each Dell Claim and each DOR Claim for which a settlement check had been mailed to the

respective Settlement Class Member, which settlement check was not cashed, and the amount of

each such settlement check. No later than sixty (60) days after providing such listing, the

Settlement Administrator shall sum the amounts of such uncashed checks and, in full settlement

of such Dell Claims, shall pay over such sum to Rhode Island Legal Services, and in full

settlement of such DOR Claims, shall pay over such sum to DOR.


29

V. DELL’S PAYMENTS OF CLASS COUNSEL’S FEES AND CLASS COUNSEL’S EXPENSES

In connection with this Agreement, Dell shall pay an award of attorneys’ fees and

expenses to Class Counsel in an amount not to exceed nine hundred thousand dollars

($900,000.00), as approved by the Court. Dell shall pay the Court-approved award of attorneys’

fees and expenses on or before the Attorneys’ Fees Payment date. Defendants and DOR further

agree (a) not to object to Class Counsel’s request for an award of attorneys’ fees and expenses in

such amount (or any lesser amount), and (b) not to appeal any award of attorneys’ fees and

expenses in such amount (or any lesser amount). Class Counsel agree not to seek Court approval

of an award of fees and expenses in any amount exceeding that provided for in this paragraph.

In the event that attorneys’ fees and expenses amounting to less than nine hundred

thousand dollars ($900,000.00) are approved by the Court, the difference between the amount of

attorneys’ fees and expenses approved and the amount specified in the paragraph immediately

above shall be retained by Dell, and not paid as additional consideration to the Settlement Class.

Dell shall issue to Class Counsel an IRS Form 1099 reflecting the amount of attorneys’ fees and

expenses paid by Dell. It is expressly understood and agreed that Class Counsel’s attorneys’ fees

and expenses shall be paid by Dell as an amount in addition to, and separate from, the payments

and benefits available to the Settlement Class Members under this Agreement, and that under no

circumstances shall Class Counsel’s attorneys’ fees and expenses be deducted from the payments

and benefits available to Settlement Class Members. No other party to this Settlement

Agreement shall seek an award for attorneys’ fees and expenses incurred in this litigation or in

connection with this Settlement Agreement and Class Counsels’ attorneys’ fees and expenses

shall not be paid by DOR.


30

VI. DELL’S PAYMENT TO THE CLASS REPRESENTATIVE

Over and above the payments described above, and on or before the Attorneys’ Fees

Payment Date, Dell shall pay an amount not exceeding three thousand five hundred dollars

($3,500.00), as approved by the Court, to Ricci for her service as Class Representative in

connection with this settlement. Should the Court approve only a lesser amount, Ricci shall

accept the same and Dell shall retain the difference.

VII. DELL’S PAYMENT OF ADMINISTRATION COSTS

Subject to the proviso in the paragraph immediately below, Dell shall pay all costs

associated with the administration of this settlement, including, without limitation, all costs

associated with: (a) compiling, modifying and distributing the databases as provided in Section

II. above; (b) providing notice to the Settlement Class Members as provided in Section III.

above; and (c) all services and expenses of the Settlement Administrator.

PROVISO: DOR agrees that it will pay Dell towards settlement administration costs

seventy-five percent (75%) of any of the unused DOR Cap, up to a total of two hundred and

twenty-five thousand dollars ($225,000.00); provided, however, that in no event shall DOR pay

more than fifty percent (50%) of the total settlement administration costs.

The following are some examples. Example 1: If DOR Claims total $600,000 and the

settlement administration costs are $100,000, DOR would pay $50,000 toward such settlement

administration costs. Example 2: If DOR Claims total $300,000 and the settlement

administration costs are $350,000, DOR would pay $175,000 toward such settlement

administration costs. Example 3: If DOR Claims total $100,000 and settlement administration

costs are $600,000, DOR would pay $225,000 toward such settlement administration costs.


31

Example 4: If DOR Claims total $700,000 or more, DOR would not pay any amount toward

settlement administration costs.

VIII. COURT APPROVAL

Class Counsel, Defendants and DOR shall cooperate in seeking the Court’s approval of

this Agreement in accordance with the following procedure.

A. Motion for Preliminary Approval

Within fifteen (15) days of the date of this Agreement, Class Counsel, Defendants and

DOR shall submit to the Court a joint motion for entry of a preliminary order which:

1. preliminarily certifies the Settlement Class for purposes of settlement;

2. preliminarily approves this Agreement;

3. schedules a Final Hearing;

4. approves the form and content of the proposed Detailed Notice;

5. directs the mailing of the DOR Short Form Notice and Individual Summaries; and

6. pending final approval, orders a stay of all proceedings in the Class Action

until the Court renders a final decision regarding final approval of this Agreement

and, if the Court approves the settlement, enters an order granting final approval

to the settlement substantially in the form of Exhibit 5 attached hereto and a final

judgment of dismissal substantially in the form of Exhibit 7 hereto.

The motion for Preliminary Approval shall include: (1) this Agreement, including all

exhibits; and (2) the proposed form of order preliminarily approving this settlement agreement,

substantially in the form of Exhibit 4 hereto, which the Court may sign.


32

B. Requests for Exclusion from the Settlement Class

Requests for Exclusion shall be Postmarked, no later than thirty (30) days before the

Final Hearing, to an address provided by the Settlement Administrator. Each such Request for

Exclusion shall list the Settlement Class Member’s name, address, and a statement that the

Settlement Class Member wishes to be excluded from the Settlement Class. All requests for

exclusion must be signed by or on behalf of the class member wishing to be excluded from the

Settlement Class. If a Request for Exclusion does not include all of the foregoing information, or

if it is Postmarked less than thirty (30) days prior to the final approval hearing, it shall not be a

valid Request for Exclusion. The Settlement Administrator shall date stamp all Requests for

Exclusion on the date they are received. A Settlement Class Member who files an invalid

Request for Exclusion shall be a Settlement Class Member. All persons who file a timely and

valid Request for Exclusion shall not be Settlement Class Members, shall not be eligible to

submit a valid Dell Claim or DOR Claim, and shall have no rights or obligations with respect to

this Settlement Agreement. Copies of all Requests for Exclusion shall be provided by the

Settlement Administrator to Defendants, DOR and Class Counsel, respectively, within twenty-

one (21) days prior to the Final Hearing, which information will be filed with the Court.

C. Motion for Final Approval and Entry of Judgment

No later than fourteen (14) days prior to the Final Hearing, Class Counsel, Defendants

and DOR shall submit a joint motion for Final Approval of this Agreement, which shall request,

inter alia, that the Court enter an order, substantially in the form of Exhibit 5 hereto, (1) fully

and finally approving the certification of the Settlement Class for settlement purposes only; and

(2) fully and finally approving this Agreement, and each of its terms, as being a fair, reasonable,

and adequate settlement for the Settlement Class.


33

The Parties shall also file with the Court a Proposed Final Judgment, substantially in the

form of Exhibit 7 attached hereto, that (1) directs that the claims of the Settlement Class be

dismissed with prejudice, and, except as provided for herein, without costs; and (2) reserves

continuing jurisdiction over the administration, interpretation, and enforcement of this

Agreement.

D. Withdrawals of Tax Refund Claims

Contemporaneously upon Final Approval, Defendants will execute and deliver to DOR

withdrawals of the Tax Refund Claims.

IX. RELEASES

A. Releases and Covenants Not to Sue

In addition to the effect of any final judgment entered in accordance with this Agreement,

on and as of the date of Final Approval, the Settlement Class Members and DOR release and

forever discharge Defendants from all Dell Released Claims. As of the same date, Defendants

release DOR of all DOR Released Claims. In addition, each Party releasing claims hereby

covenants and agrees that he, she or it shall not, hereafter, assert any claim, demand, action, suit,

or cause of action, whether directly, representatively, derivatively or in any other capacity,

against any Party who is released with respect to such claims.

B. Waiver of Any Statutory Provisions Concerning Undiscovered Facts

Each Party releasing claims hereby acknowledges that the discovery process has not been

completed, and that he, she or it may hereafter discover facts other than or different from those

that he, she or it knows or believes to be true with respect to the subject matter of the released

claims that such Party has released pursuant to Section IX.A. above, but that each Party

releasing claims hereby expressly agrees that, on and as of the date of Final Approval, he, she or


34

it shall have waived and fully, finally and forever settled and released any known or unknown,

suspected or unsuspected, asserted or unasserted, contingent or non-contingent claim with

respect to the claims that such Party has released pursuant to Section IX.A. above, whether or

not concealed or hidden, without regard to the subsequent discovery or existence of such

different or additional facts.

C. Effect of Disapproval or Non-Approval

If the Court disapproves, or refuses to issue an order granting Final Approval of this

Agreement, or if, on appeal, any order granting Final Approval is set aside, or if Final Approval

is not obtained for any reason, then (i) the settlement described herein shall become null and

void, (ii) the releases, covenants not to sue, and waivers set forth in this Section IX. shall not

apply to any released claims released herein, (iii) the Court’s conditional certification of the

Settlement Class shall be vacated and the Defendants shall have reserved all of their rights to

continue to contest class certification, (iv) the Parties shall acknowledge that the Tax Refund

Claims remain pending, (v) the Parties’ conditional agreement that the claims of Ricci are typical

and that Ricci is an adequate class representative shall be void and Defendants shall have

reserved all rights to contest class certification on any and all grounds, and (vi) the existence of

this Agreement, and any documents or proceedings related to it, as well as any representations

made in connection with it, shall not be used by any Party for any purpose in the Class Action,

the Tax Refund Claims or any other proceedings or litigation.

Notwithstanding the foregoing, a Court approved award of attorneys’ fees and expenses

in an amount less than the amount specified in the first paragraph of Section V. above, or a Court

approved award of an incentive or service fee to Ricci in an amount less than the amount

specified in Section VI. above, shall not be deemed a disapproval, refusal to approve or


35

modification of this Agreement or any part hereof, and a modification or reversal on appeal of

any award of attorneys’ fees and expenses by the Court shall likewise not be deemed a

disapproval, refusal to approve or modification of this Agreement.

Notwithstanding the foregoing, modification of the notice requirements by the Court shall

not be deemed a disapproval, refusal to approve, or modification of this Agreement, except that

any modification that would require Defendants and/or DOR to bear additional costs over and

above what is required by this Agreement shall be deemed a refusal to approve for purposes of

this section, subject to waiver by Defendants and/or DOR, and any modification that would

require Class Counsel or the Settlement Class to bear the cost of notice shall be deemed a refusal

to approve for purposes of this section, subject to waiver by Class Counsel.

X. REMEDIAL ACTION CONCERNING THE COLLECTION OF TAX

Within ten (10) days from the date of this Agreement, DOR shall issue to Dell, with a

copy provided to Class Counsel, a private letter ruling concerning the collection of tax on

Optional Service Contracts satisfactory in form and substance to Dell and DOR. If DOR fails to

issue such a private letter ruling, Dell may terminate this Agreement.

XI. MISCELLANEOUS PROVISIONS

A. Reasonable Best Efforts to Effectuate this Settlement

Class Counsel, Defendants and DOR agree to undertake their reasonable best efforts,

including all steps and efforts contemplated by this Agreement and any other steps and efforts

that may be necessary or appropriate, by Court order or otherwise, to carry out the terms of this

Agreement. If the deadlines for creation of the databases need to be delayed because of technical

issues, the Parties agree to work in good faith to resolve any such issues.


36

B. Consent to Jurisdiction

Defendants, DOR, and each Settlement Class Member hereby irrevocably submit to the

exclusive jurisdiction of the Court for any suit, action, proceeding or dispute arising out of or

relating to this Agreement, or the applicability of this Agreement and its exhibits. Nothing

herein shall be construed as a submission to jurisdiction for any purpose other than enforcement

of this Agreement.

C. Binding Effect

This Agreement shall be binding upon, and inure to the benefit of, the successors and

assigns of the Parties hereto.

D. Authorization to Enter Settlement Agreement

Each undersigned representative of a Defendant covenants and represents that such

representative is fully authorized to enter into and to execute this Agreement on behalf of the

respective Defendant. The undersigned representative of DOR covenants and represents that

such representative is fully authorized to enter into and to execute this Agreement on behalf of

DOR. Class Counsel represent that they are fully authorized to conduct settlement negotiations

with Defendants and DOR on behalf of Ricci and, subject to Court approval, to enter into, and to

execute, this Agreement on behalf of Ricci and the Settlement Class.

E. Notices

Except as provided for above, notices required to be given to the Parties under this

Agreement shall be in writing. Each such notice shall be given by (1) hand delivery, (2) first

class or registered or certified mail, return receipt requested, postage pre-paid, or (3) Federal

Express or similar overnight courier. Any such notice, if directed to the Settlement Class or

Class Counsel, shall be addressed to Class Counsel at the addresses set forth on Exhibit 6 hereto;


37

if directed to Defendants, shall be addressed to their representative(s) at the address(es) set forth

on Exhibit 6 hereto; if directed to DOR, shall be addressed to its representative(s) at the

address(es) set forth on Exhibit 6 hereto. Any such notice may be addressed to such other

address as Class Counsel, Defendants or DOR, respectively, may designate, from time to time,

by giving notice to the other Parties in the manner described in this paragraph.

F. No Admission

Whether or not this Agreement becomes final, the Parties expressly agree that this

Agreement and its contents, including its exhibits and any and all statements, negotiations,

documents and discussions associated with it, shall not be deemed or construed to be an

admission or evidence of any violation of any statute or law or of any liability or wrongdoing or

of the truth of any of the claims or allegations contained in the complaint, as amended, in the

Class Action.

G. Headings

The headings used in this Agreement are intended for the convenience of the reader only

and shall not affect the meaning or interpretation of this Agreement.

H. No Party Is the Drafter

None of the Parties hereto shall be considered to be the drafter of this Agreement or any

provision hereof for the purpose of any statute, case law or rule of interpretation or construction

that would or might cause any provision to be construed against the drafter hereof.

I. Choice of Law

All terms of this Agreement and the exhibits and schedule hereto shall be governed by

and interpreted according to Rhode Island law without regard to its choice of law or conflict of

laws principles.


38

J. Successors

Upon Final Approval of this Agreement, it shall be binding upon and inure to the benefit

of the Parties and their respective heirs, executors, administrators, successors and assigns and

upon any corporation, partnership or other entity into or with which any such Party may merge

or consolidate.

K. Modification

This Agreement shall not be modified in any respect except by a writing executed by all

Parties hereto or counsel to the Parties, and the waiver of any rights conferred hereunder shall be

effective only if made by written instrument of the waiving Party. The waiver by any Party of

any breach of this Agreement shall not be deemed or construed as a waiver of any other breach,

whether prior, subsequent or contemporaneous, of this Agreement.

L. Execution in Counterparts

This Agreement may be executed in counterparts. Facsimile signatures shall be

considered as valid signatures as of the date and time of delivery, although the original signature

pages shall thereafter be appended to this Agreement and filed with the Court.

M. Integrated Agreement

This Agreement contains an entire, complete, and integrated statement of each and every

term and provision agreed to by and among the Parties hereto, and it is not subject to any

condition not provided for herein.

N. Retention of Jurisdiction

The administration, interpretation and consummation of this Agreement as provided

herein shall be under the authority of the Court.


39

O. Right of Appeal

The Parties agree to waive appeals of the judgment specified herein, but reserve the right

to appeal any failure by the trial court to enter the same.

P. Dell’s and DOR’s Liability

The Parties agree that Dell’s maximum monetary obligation under this Agreement shall

not exceed the aggregate value of the court-approved award of attorneys’ fees and costs, the

court-approved incentive award for the Class Representative, the payment of Dell Claims and the

costs of notice and administration as discussed herein. The Parties agree that DOR’s maximum

monetary obligation under this Agreement shall not exceed the DOR Cap.

Dell shall not be deemed responsible or liable for the obligations of DOR, and DOR shall

not be deemed responsible or liable for the obligations of Defendants. Dell and DOR shall not

be deemed responsible for any negligence, malfeasance, or misconduct of the Settlement

Administrator.

Q. Deadlines

Should prompt preliminary approval of this Agreement not occur or other deadlines

prove unworkable in practice, the Parties agree to meet and confer in good faith to extend such

deadlines and agree to return to the Court should it be necessary. In no event shall the currently

contemplated range of time for completion of work by the Parties or Settlement Administrator be

shortened except by agreement of all the Parties.

R. Waiver of Confidentiality

To the extent this Agreement contains confidential taxpayer information and could be

considered to be information contained in a return or document filed with DOR, Defendants,


40

Plaintiff and the Settlement Class hereby consent to the disclosure of such information to the

extent set forth in this Settlement Agreement.

IN WITNESS WHEREOF, the Parties hereto, through their fully authorized

representatives have agreed to this Agreement on the date first herein above written.

JULIANNE RICCI

By: _____________________________ Fredric L. Ellis, Esq. Edward D. Rapacki, Esq. Joseph M. Makalusky, Esq. ELLIS & RAPACKI LLP

85 Merrimac Street Suite 500 Boston, MA 02114

By:______________________________Matthew T. Oliverio, Esq. Oliverio & Marcaccio LLP 55 Dorrance Street, Suite 400 Providence, RI 02903

DELL INC. f/k/a DELL COMPUTER CORP.

By: _____________________________ Mary Pape, Esq.

Dell Inc. One Dell Way RR 1, M.S. # 8033 Round Rock, TX 78682

By: _____________________________ John A. Shope, Esq.FOLEY HOAG LLP 155 Seaport Blvd. Boston, MA 02210


EXHIBIT 1

__________________________________________________________________________________ QUESTIONS? EMAIL [email protected], OR VISIT www.____________

1

LEGAL NOTICE

DELL OPTIONAL SERVICE CONTRACT RHODE ISLAND TAX SETTLEMENT

Long, et al. v. Dell Inc., et al.

Rhode Island Superior Court (Providence County) Civil Action No.: PC 03-2636

NOTICE OF CLASS ACTION SETTLEMENT If you are a consumer and purchased one or more Optional Service Contracts covering computer hardware sold by Dell, purchased the contracts primarily for personal, family, or household use, and paid Rhode Island sales or use tax on such service contract(s), you may be eligible to get a payment from a class action settlement. IMPORTANT: PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. A

SETTLEMENT HAS BEEN PROPOSED IN PENDING CLASS ACTION LITIGATION THAT MAY AFFECT YOUR RIGHTS. A RHODE ISLAND COURT AUTHORIZED THIS NOTICE. THIS IS NOT A SOLICITATION FROM A LAWYER.

THE DEADLINE FOR SUBMITTING CLAIMS UNDER THIS SETTLEMENT IS __________, 2016

1. Why should I read this Notice?......................................................................... PAGE 2 2. What is this lawsuit about? ............................................................................... PAGE 2 3. How much money can I receive? ................................................................. PAGES 2-3 4. How do I file a claim? ........................................................................................ PAGE 3 5. Why is this a class action? ................................................................................. PAGE 3 6. How do I know if I am in the Settlement Class? ........................................ PAGES 3-4 7. Are there exceptions to being included in the class? ...................................... PAGE 4 8. What does the proposed settlement provide? ............................................. PAGES 4-5 9. What are my options for participating or not participating in the

Settlement? .......................................................................................................... PAGE 5 10. May I dispute the amount of money I am entitled to receive under

the settlement? .................................................................................................... PAGE 6 11. What rights am I giving up to stay in the Settlement Class? ........................ PAGE 6 12. How do I exclude myself from the Settlement Class? ..................................... PAGE 6 13. Do I have a lawyer in the case? .................................................................... PAGES 6-7 14. How will the lawyers be paid? .......................................................................... PAGE 7 15. How do I object to, or comment on, the Settlement? ...................................... PAGE 7 16. When and where will the Court decide whether to approve the Settlement? ......................................................................................................... PAGE 8

17. Where can I get additional information?......................................................... PAGE 8

This Notice answers the following questions:


2

You may have purchased and paid monies as tax on one or more Optional Service Contracts, as defined below, purchased from Dell sometime between May 16, 1993 and December 31, 2011. The monies you paid as tax on service contract purchases were remitted to the Rhode Island Department of Revenue (“DOR”). You have a right to know about a proposed settlement of a lawsuit involving the service contracts, and about your options, before the Superior Court decides whether to approve the settlement. If the settlement is given final approval, you may be eligible, upon the submission of a valid Claim Form, to obtain a payment for some or all monies you paid as tax on your purchases of the Optional Service Contracts according to the terms of the settlement. This Notice explains the class action, the proposed settlement, your legal rights, what benefits are available, who is eligible for them, and how the benefits will be distributed.

In the lawsuit, Long, et al. v. Dell Inc., et al., Civil Action No. PC 03-2636, (“the Lawsuit”), pending in the Superior Court of Providence County, Plaintiff Julianne Ricci (“Plaintiff”), for herself and all other consumers who purchased and paid tax on Optional Service Contracts sold by Dell, sued Defendants Dell Inc., Dell Marketing Limited Partnership (“DMLP”), Dell Catalog Sales Limited Partnership (“DCSLP”), BancTec, Inc. (“BancTec”), and QualxServ LLC (“QualxServ”), to recover the monies paid as tax on such Optional Service Contracts. Plaintiff alleged that Defendants violated Rhode Island law by, among other things, charging and collecting money as Rhode Island use tax on purchases of Optional Service Contracts, for which Plaintiff claimed no such tax was due. Defendants denied the allegations and claimed that they were adhering to Rhode Island tax law. In response to the Lawsuit, Defendants also filed tax refund claims with DOR for the monies remitted to the State of Rhode Island as sales or use tax on those service contract purchases. “Optional Service Contract” is defined as any Optional Agreement (i.e., a service agreement, the purchase of which was not required in order to purchase the computer hardware covered by such service agreement) sold by one or more of Defendants providing for repair and/or replacement services, including parts and/or labor, covering computer hardware. “Optional Service Contract” shall include, without limitation, technical support service contracts, on-site repair service contracts, remote repair service contracts, and “CompleteCare” service contracts.

The tax payment made by consumers varied, depending on the price and number of Optional Service Contracts purchased. The tax payment for any single Optional Service Contract was between approximately $2 and $30; but for consumers who purchased many Optional Service Contracts, the tax payments may be much more. For each individual consumer identified by a Dell customer number, an Individual Settlement Amount will be calculated. The Individual Settlement Amount represents the sum of all tax payments on Optional Service Contracts covered by the settlement for that Dell customer number, as maintained in Dell’s records. For Dell Claims, which concern transactions made between May 16, 1993 and September 30, 2001, Dell will pay the Individual Settlement Amount to the Settlement Class Member without interest. For DOR Claims, which concern transactions made between October 1, 2001 and December 31,

2. WHAT IS THE LAWSUIT ABOUT?

3. HOW MUCH MONEY CAN I RECEIVE?

1. WHY SHOULD I READ THIS NOTICE?


3

2011, DOR will pay the Individual Settlement Amount plus interest to the Settlement Class Member. If the sum of all Individual Settlement Amounts (including interest) payable as timely and valid DOR Claims exceeds $700,000.00, the payment on each such DOR Claim will be prorated accordingly.

To file a Claim Form, please visit www._____________ and follow the instructions provided. You will need your Dell Claim Number or DOR Claim Number, password, and other information to file a claim. To assist you in filing a claim, you should have been mailed a Short Form Notice and Individual Summary, which is pre-printed with your name, the Dell Claim Number or DOR Claim Number assigned to you, a password, and your Dell Individual Settlement Amount or DOR Individual Settlement Amount as reflected in Dell’s business records for the individual Dell Claim Number or DOR Claim Number assigned. Please note that some repeat customers may have been assigned more than one Dell Claim Number and/or DOR Claim Number and, therefore, will have been sent more than one Short Form Notice and Individual Summary. To ensure full compensation under this settlement, you must submit a Claim Form for each Dell Claim Number and DOR Claim Number assigned to you. If you did not receive a Short Form Notice and Individual Summary and believe that you purchased Optional Service Contracts from Dell and paid tax thereon between May 16, 1993, and December 31, 2011, please email the Claims Assistance Email Inbox at [email protected].

In a class action lawsuit, one or more people called a Class Representative sue on behalf of a Class of others who have similar claims. A Rhode Island Superior Court judge (the “Judge”) presides over this class action and resolves the issues for everyone in the Class except for those who choose to exclude themselves. On _______, 201_, the Judge entered an Order conditionally certifying Plaintiff’s claims against Defendants as a class action for settlement purposes, giving preliminary approval to the settlement, appointing Plaintiff as the Class Representative and appointing Plaintiff’s counsel as Class Counsel.

IF YOU RECEIVED IN THE MAIL A SHORT FORM NOTICE AND INDIVIDUAL SUMMARY ADDRESSED TO YOU, THEN DELL’S RECORDS REFLECT THAT YOU MADE ONE OR MORE OPTIONAL SERVICE CONTRACT PURCHASES THAT MAY ENTITLE YOU TO COMPENSATON UNDER THE SETTLEMENT AGREEMENT. If you did not receive notice by mail, you may still be a member of the Settlement Class if you are a Consumer, as defined herein, (a) who purchased from one or more of Defendants at least one Optional Service Contract at any time from May 16, 1993 through December 31, 2011, (b) whose “ship-to” address for such purchase was a location in the State of Rhode Island, (c) who paid any amount of money denominated as a “tax” calculated in whole or in part on the charge for the purchase of such Optional Service Contract, and (d) who did not receive from any of Defendants a refund of such “tax” in connection with a return of the computer hardware or otherwise. “Consumer” means a natural person who made a purchase of an Optional Service Contract primarily for personal, family, or household purposes.

5. WHY IS THIS A CLASS ACTION?

6. HOW DO I KNOW IF I AM IN THE SETTLEMENT CLASS?

4. HOW DO I FILE A CLAIM?


4

The Optional Service Contracts at issue here provided for repair and/or replacement services, including parts and/or labor, covering computer hardware sold by DMLP or DCSLP, the purchase of which was not required for the purchase of a the computer hardware the service contract covered. These Optional Service Contracts include contracts for which DMLP is the obligor, and contracts sold by DMLP or DCSLP as agent for BancTec or QualxServ. Among the Optional Service Contracts included in this settlement are technical support service contracts, on-site repair service contracts, remote repair service contracts, and “CompleteCare” contracts.

Specifically excluded from the Settlement Class are: all Rhode Island State Court Judges and their respective immediate families; Defendants, any parent, subsidiary or affiliate of any of Defendants; any entity in which any of Defendants has a controlling interest; and Defendants’ officers, directors, employees, counsel of record in this action, and their respective immediate families.

You are also not a member of the Settlement Class if you have been paid a refund, or otherwise have been credited by Dell, in the full amount of the “tax” paid on the Optional Service Contract(s) covered by the settlement.

Payables Database. Dell has agreed to compile from Dell’s records a database identifying all transactions wherein a Settlement Class Member paid monies as “tax” on one or more Optional Service Contracts covered by the settlement. Notice to Purchasers. Dell has agreed to provide to Settlement Class Members notice of the proposed settlement by a variety of means, including individual postal mailing, newspaper publication, and the establishment of a settlement website, www.________. Claims for Refund. Settlement Class Members who wish to obtain compensation under this settlement must submit a Claim Form. Claim Forms may be filed via the website, www._____________.com. To be eligible for compensation, Claim Forms must be submitted on or before ___________, 2016. Consumers who believe that they are Settlement Class Members, but who have not received a Short Form Notice and Individual Summary, may contact the Claims Assistance Email Inbox at [email protected] to request one. Settlement Class Members who fail to submit a valid Claim Form on or before _______ 2016, shall have waived their rights to payments under this settlement. Settlement Checks to Settlement Class Members Who Submit Valid Claims. Each Settlement Class Member who files one or more timely and valid Claim Forms shall be eligible for compensation in an amount or amounts representing the sum of the Settlement Class Member’s validated claims as calculated pursuant to the terms of the Settlement Agreement and as described in the answer to Question 3 above. Dell shall be responsible for paying all settlement amounts for Dell Claims, and DOR shall be responsible for paying all such settlement amounts for DOR Claims, plus interest. Some Settlement Class Members may have been assigned one or more customer numbers by Dell and, therefore, upon the submission of valid Dell Claim Forms and/or DOR Claim Forms, may receive more than one settlement check. Eligible Settlement Class Members will not receive payment until after the Judge gives final approval to the

7. ARE THERE EXCEPTIONS TO BEING INCLUDED IN THE CLASS?

8. WHAT DOES THE PROPOSED SETTLEMENT PROVIDE?


5

settlement. If the Judge refuses to finally approve the settlement, there will be no payment. The Judge will hold a Final Hearing on ________, 201_, to decide whether to approve the settlement. If the Judge approves the settlement, there may be appeals that could delay your payment, perhaps for more than a year. Please be patient. Offsets for Debts by the State of Rhode Island. DOR will offset against any refund to which a Settlement Class Member would otherwise be entitled any amounts that DOR has the right to offset under Rhode Island laws, except DOR will not offset any amount of unpaid use tax on a Settlement Class Member’s purchase of Dell hardware. Such offset may reduce or completely consume the amount to be received by the Settlement Class Member.

1. You may file a claim NO LATER THAN _______, 2016, by visiting the settlement website, www._________.com, and following the instructions for submitting a claim. The information at the top of the Short Form Notice and Individual Summary contains the information you will need to commence the process of submitting a claim for compensation for the pre-printed Dell Claim Number or DOR Claim Number. If your claim is valid and timely filed, you may be compensated up to the full amount of your tax payment(s). DOR Claims are also entitled to interest. DOR Claims also may be reduced pursuant to the terms of the Settlement Agreement as explained in the answer to Question 3 above. You will be considered part of the Settlement Class, you will be bound by the Court’s decisions and judgment, and you will lose the right to sue Defendants on your own regarding any of the claims that are now or were alleged in the Lawsuit, including any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts covered by the settlement. 2. You may exclude yourself from the Settlement Class and keep your right to sue Defendants on your own regarding any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts. To do so, you must mail a letter saying that you want to be excluded from the Settlement Class. Include your name, address and signature. If you want to be excluded from the Settlement Class, you must mail your exclusion request, postmarked no later than [30 days before Final Hearing], to this address: [address to be provided by the Settlement Administrator]. If you mail a valid exclusion request no later than [30 days prior to Final Hearing], the Court will exclude you from the Settlement Class. Please note: If you mail a timely and valid request for exclusion, you should not submit a claim form, you will not receive any settlement compensation, and you may not object to the settlement.

3. You may do nothing, in which case you will not receive any settlement compensation, but you will lose the right to sue Defendants on your own regarding any claims arising out of the payment of monies as Rhode Island tax on Optional Service Contracts. You will be considered part of the Settlement Class, you will be bound by the Court’s decisions and judgment, and you will lose the right to sue Defendants on your own regarding any of the claims that are now or were alleged in the Lawsuit, including any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts covered by the settlement.

9. WHAT ARE MY OPTIONS FOR PARTICIPATING OR NOT PARTICIPATING IN THE SETTLEMENT?


6

The Settlement Agreement provides that a class member may invoke a dispute resolution process. The specific details of the process are contained in the Settlement Agreement, a copy of which is available by visiting www.________________.com. Class members in need of assistance with a dispute may contact the Claims Assistance Email Inbox at [email protected].

Unless you exclude yourself from the class in writing, you will be a Settlement Class Member, whether or not you submit a Claim Form. All Settlement Class Members who do not request exclusion will then be bound by any judgment that is entered in the Lawsuit. If the Judge approves the settlement, Settlement Class Members cannot be a part of any other lawsuit against the Defendants for any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts. Upon approval of the settlement, all of the Judge’s orders will apply to Settlement Class Members.

If you don’t want a refund from this settlement, but you want to keep the right to sue Defendants on your own about the tax collected on Optional Service Contracts, then the Judge may exclude you from the Settlement Class upon your request. To exclude yourself, you must mail a letter saying that you want to be excluded from the Settlement Class. Include your name, address, and signature. You must mail your exclusion request, postmarked no later than [30 days before Final Hearing], to this address: [address to be provided by Settlement Administrator]. If you mail your valid exclusion request no later than [30 days before Final Hearing], the Judge will exclude you from the Settlement Class. If you mail a timely and valid request for exclusion, you should not submit a Dell Claim or a DOR Claim, you will not receive any settlement payment, and you may not object to the settlement. If you mail a timely and valid request for exclusion, you will not be legally bound by anything that happens in this lawsuit. If you want to remain eligible to participate in the settlement as a member of the Settlement Class, you should NOT file a request for exclusion, and the judgment entered by the Court will bind all Settlement Class Members who do not request exclusion.

The Court appointed the law firms of Ellis & Rapacki LLP, in Boston, Massachusetts, and Oliverio & Marcaccio LLP, in Providence, Rhode Island, as Class Counsel to represent you and other Settlement Class Members. You will not be charged for these lawyers.

13. DO I HAVE A LAWYER IN THIS CASE?

12. HOW DO I EXCLUDE MYSELF FROM THE SETTLEMENT CLASS?

10. MAY I DISPUTE THE AMOUNT OF MONEY I AM ENTITLED TO RECEIVE UNDER THE SETTLEMENT?

11. WHAT RIGHTS AM I GIVING UP TO STAY IN THE SETTLEMENT CLASS?


7

You may, if you so desire, enter an appearance through counsel in the Lawsuit. If you want your own lawyer, you may hire one at your own expense.

Dell has agreed to pay, in connection with the settlement, attorneys’ fees and expenses in an amount not to exceed nine hundred thousand dollars ($900,000.00). Pursuant to the Settlement Agreement, Dell will also pay an award of $3,500 to Plaintiff as compensation for her service as Class Representative. No less than sixty (60) days prior to the Final Hearing, Class Counsel will file a motion and ask the Court to approve awards of no more than these amounts, and Defendants and DOR have agreed not to oppose such awards to Class Counsel and to the Class Representative. The award of attorneys’ fees and expenses would compensate Class Counsel for their efforts in investigating and litigating the Lawsuit since early 2003, including conducting discovery, litigating several motions in the trial court, three appeals to the Rhode Island Supreme Court, and negotiating the settlement. Any such awards must be approved by the Judge. You will NOT have to pay any judgment, court costs, or attorneys’ fees and expenses for participating in this Settlement.

If you do not exclude yourself from the Settlement Class, you may object to the settlement if you do not like any part of it, or offer any comments you may have about the settlement. You may give reasons why you think the Judge should or should not approve the settlement. You may also object to Class Counsel’s application for award of attorneys’ fees and costs (which will be filed with the Court and made available on the settlement website, www._____________, on or before __________, 201_.) The Judge will consider your views. To object or comment, you must send a letter saying that you object to, or wish to comment on, the settlement in Long, et al. v. Dell Inc., et al., Civil Action No. PC 03-2636. Include your name, address, telephone number, signature, and the reason(s) for your objection or comment. Mail your letter to these four different places postmarked no later than ________________, 201__:

COURT CLASS COUNSEL

Office of the Clerk, Matthew T. Oliverio, Esq. Providence County Superior Court Oliverio & Marcaccio LLP

Licht Judicial Complex 55 Dorrance Street, Suite 400 250 Benefit Street Providence, RI 02903 Providence, RI 02903

DEFENSE COUNSEL DOR COUNSEL John A. Shope, Esq. Bernard Lemos, Esq. Foley Hoag LLP Rhode Island Department of Revenue 155 Seaport Blvd. Division of Taxation Boston, MA 02210 One Capitol Hill Providence, RI 02908

14. HOW WILL THE LAWYERS BE PAID?

15. HOW DO I OBJECT TO, OR COMMENT ON, THE SETTLEMENT?


8

The Judge will hold a Final Hearing to consider whether to approve the settlement. You may attend and ask to speak, but you do not have to do so. The Final Hearing will be conducted on ___________, 201__, at ___:___ __.m. in Courtroom ____, of the Providence County Superior Court, Licht Judicial Complex, 250 Benefit Street, Providence, Rhode Island 02903. At this hearing, the Judge will consider whether the settlement is fair, reasonable, and adequate, and whether it is in the best interests of Settlement Class Members. The Judge may also consider how much to award in fees and expenses to Class Counsel and to the Class Representative. After the hearing, the Judge will decide whether to approve the settlement. We do not know how long these decisions will take. You need not come to the Final Hearing, as Class Counsel will answer any questions that the Judge may have. If you have filed a timely written objection or comment, the Judge will consider it. You may also pay your own lawyer to attend, but it is not necessary. The Judge may listen to Settlement Class Members who ask to speak at the Final Hearing. To ask for permission to speak at the Final Hearing, you must send a letter giving your Notice of Intention to Appear in Long, et al. v. Dell Inc., et al., Civil Action No. PC 03-2636. Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than ___________, 201__, and be mailed to the Clerk of Court, Class Counsel, Defense Counsel and DOR Counsel at the four addresses listed in the answer to Question 15 above.

This Notice contains only a summary of the proposed settlement. More details are in the Settlement Agreement, which is available at www._________.com. Alternatively, you may contact Class Counsel at the address listed in Question 15 above or contact the Claims Assistance Email Inbox at [email protected]. A more complete collection of information, including copies of the pleadings, records and other papers on file in the lawsuit, is also available during regular business hours at the Office of the Clerk, Providence County Superior Court, Licht Judicial Complex, 250 Benefit Street, Providence, Rhode Island 02903. PLEASE DO NOT CALL THE COURT, DOR, OR DELL FOR INFORMATION. IF YOU NEED FURTHER INFORMATION, PLEASE SEND AN EMAIL TO THE CLAIMS ASSISTANCE EMAIL INBOX AT [email protected].

16. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT?

17. WHERE CAN I GET ADDITIONAL INFORMATION?

EXHIBIT 2 Long, et al. v. Dell Inc., et al.,

Rhode Island Superior Court (Providence County) Civil Action No.PC 03-2636 Dell Optional Service Contract Rhode Island Tax Settlement

SHORT FORM NOTICE AND INDIVIDUAL SUMMARY

Customer Name: ________________

Customer Address: ________________ ________________ ________________

Dell [or DOR] Claim Number: ________________ Password: ________________

Individual Settlement Amount for this Dell [or DOR] Claim Number: $________________ THIS SHORT FORM NOTICE AND INDIVIDUAL SUMMARY PROVIDES LIMITED INFORMATION

ABOUT A CLASS ACTION SETTLEMENT THAT MAY AFFECT YOUR LEGAL RIGHTS. FOR A MORE DETAILED SETTLEMENT NOTICE, VISIT www.________________.com

If you are a consumer as defined below and purchased from Dell one or more optional service contracts covering computer hardware during the period from May 16, 1993 through December 31, 2011, and paid Rhode Island sales or use tax on such service contract(s), you could receive benefits from a class action settlement. Subject to Court approval, a settlement has been proposed in a class action lawsuit concerning Rhode Island sales or use tax paid on purchases of certain computer hardware optional service contracts sold by Dell during the period between May 16, 1993 through December 31, 2011. The lawsuit is known as Long, et al. v. Dell Inc., et al., Civil Action No. PC 03-2636, and is pending in the Superior Court for Providence County, Rhode Island (the “Court”).

The settlement would resolve a lawsuit in which the plaintiff Julianne Ricci alleges that Defendants Dell Inc., Dell Marketing L.P., Dell Catalog Sales L.P., and

Worldwide TechServices, LLC (f/k/a BancTec, Inc. and QualxServ LLC) (collectively, “Defendants”) violated the Rhode Island Deceptive Trade Practices Act, R.I. General Laws §§ 6-13.1, et seq., by improperly charging and collecting Rhode Island sales or use tax on sales of Optional Service Contracts, for which no such tax has been imposed by law. In turn, Defendants have filed tax refund claims with the Rhode Island Department of Revenue (“DOR”) for a refund of monies collected and remitted to DOR as tax on these sales of Optional Service Contracts. The tax charged for most Optional Service Contracts was between $2 and $30, but for consumers who purchased several service contracts, the tax payments may be much more.

The Settlement Class consists of consumers who purchased and paid Rhode Island tax, which has not previously been refunded by Dell, on an Optional Service Contract during the period from May 16, 1993 through December 31, 2011. A consumer in this case is a natural person who purchased an Optional Service Contract for primarily personal, family or household purposes. This description of the Settlement Class is only a summary; the full definition of the Settlement Class is included in the Settlement Agreement and Detailed Notice, which may be viewed at the settlement website, www.__________.com. If this notice was addressed to you, then Dell’s records reflect that you purchased one or more Optional Service Contracts, and you may be eligible for compensation under the Settlement.

The Settlement provides that, for each individual consumer identified by a Dell customer number, an Individual Settlement Amount will be calculated, which amount represents the sum of all tax payments on Optional Service Contracts covered by the settlement for that Dell customer number, as maintained in Dell’s records. For Dell Claims, which concern transactions made between May 16, 1993 and September 30, 2001, Dell will pay the Individual Settlement Amount to the Settlement Class Member without interest. For DOR Claims, which concern transactions made between October 1, 2001 and December 31, 2011, DOR will pay the Individual Settlement Amount plus interest to the Settlement Class Member. However, if the sum of all Individual Settlement Amounts (including interest) payable as timely and valid DOR Claims exceeds $700,000.00, the payment on each such DOR Claim will be prorated accordingly.

What is the lawsuit about?

Who is a Class Member in the Settlement?

How can I benefit from the proposed Settlement?

2

To receive compensation under the Settlement, class members must submit claims on or before _________, 201_. Claims may be submitted at the website, www.____________. Class members who fail to submit a valid claim on or before __________, 201_, shall not be eligible for compensation under the Settlement. Class members who submit timely and valid claims will not receive payment until after the settlement receives final approval from the Court. There may be delays in the process. Please be patient.

To assist you in filing a claim, the top of this notice is pre-printed with your name, address, the Dell Claim Number or DOR Claim Number that corresponds to your Dell customer number, a password, and the Individual Settlement Amount for your assigned Dell Claim Number or DOR Claim Number. Please note that a consumer may have made purchases from Dell on several occasions and Dell may have assigned a different Dell customer number for some of these purchases; therefore, such consumers may have been assigned more than one Dell Claim Number and/or DOR Claim Number and will have been sent more than one Short Form Notice and Individual Summary. To ensure full compensation, such consumers must submit a claim form for each Dell Claim Number and DOR Claim Number assigned to them.

The Court appointed Ellis & Rapacki LLP, located at 85 Merrimac Street, Suite 500, Boston, MA 02114, and Oliverio & Marcaccio LLP, located at 55 Dorrance Street, Suite 400, Providence, RI 02903 to represent Settlement Class Members as “Class Counsel.” You don’t have to pay Class Counsel, or anyone else, to receive compensation under the settlement.

You may file a claim NO LATER THAN _______, 201__, by visiting the settlement website, www._________.com, and following the instructions for submitting a claim. The information at the top of this notice contains much of the information you will need to submit a claim for compensation for the pre-printed Dell Claim Number or DOR Claim Number. If your claim is valid and timely, you may be compensated in the amount of your tax payments on Optional Service Contracts, as described above. You will be considered part of the Settlement Class, you will be bound by the Court’s decisions and judgment, and you will lose the right to sue Defendants on your own regarding any of the claims that are now or were alleged in the lawsuit, including any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts. If you submit a claim you will waive the confidentiality of any taxpayer information that is necessary to allow DOR to carry out its obligations under the settlement. DOR will offset against your claim for compensation under this settlement any amounts that you owe to the State as permitted by Rhode Island law, and any such offset will reduce the amount that you receive under the settlement.

You may exclude yourself from the Settlement Class and keep your right to sue Defendants on your own regarding any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts. To do so, you must mail a letter saying that you want to be excluded from the Settlement Class. Include your name, address and signature. If you want to be excluded from the Settlement Class, you must mail your exclusion request, postmarked no later than [30 days before Final Hearing], to this address: [address to be provided by the Settlement Administrator]. If you mail a valid exclusion request no later than [30 days prior to Final Hearing], the Court will exclude you from the Settlement Class. Please note: If you mail a timely and valid request for exclusion, you should not submit a claim form, you will not receive any settlement compensation, and you may not object to the settlement.

How do I know if it is worth my time to submit an claim?

Who represents Class Members?

What are my options for participating or not participating in the settlement?

Option 2:

How do I submit an claim?

3

You may do nothing, in which case you will not receive any settlement compensation, but you will lose the right to sue Defendants on your own regarding any claims arising out of the payment of monies as Rhode Island tax on Optional Service Contracts. You will be considered part of the Settlement Class, you will be bound by the Court’s decisions and judgment, and you will lose the right to sue Defendants on your own regarding any of the claims that are now or were alleged in this lawsuit, including any claims arising out of the payment of monies as Rhode Island tax on purchases of Optional Service Contracts covered by the Settlement.

The Court will hold a Final Hearing to consider if the Settlement is fair, reasonable, and adequate, and should be granted final approval, on ___________, 201_, at __________.M. in Courtroom ___, of the Providence County Superior Court, Licht Judicial Complex, 250 Benefit Street, Providence, Rhode Island 02903. At that time, Class Counsel will request the Court’s approval of an award of $900,000.00 in attorneys’ fees and expenses, for investigating and litigating the lawsuit since May 2003 and for negotiating and implementing the settlement. Class Counsel will also request the Court’s approval of an award to the class representative, Julianne Ricci, in the amount of $ 3,500.00, for her time and efforts in pursuing the lawsuit on behalf of all class members. Defendants will pay the amounts that are awarded by the Court. Defendants, and not class members, will pay any awards to Class Counsel or award to the class representative.

The Final Hearing is open to the public; if you do not exclude yourself from the Settlement Class, you may appear at the Final Hearing, but you don’t have to. You, or your attorney may comment on the proposed Settlement, or object to the proposed Settlement, before the Court makes a final decision. To be considered by the Court, your comment, objection, or request to be heard at the Final Hearing must be written and postmarked no later than [30 days prior to the Final Hearing], 201__. For information on how to submit your written objection, comment or request to be heard, please visit the settlement website, www._______.com. You may enter an appearance through counsel but you will be responsible for retaining such attorney and for paying any fee charged by such attorney.

This short form notice contains only a summary of the proposed Settlement. More details are in the Detailed Settlement Notice and the Settlement Agreement, which may be viewed on the settlement website, www._________.com. You may also contact the Settlement Administrator’s claims assistance email inbox at [email protected]. A more complete collection of information, including copies of the pleadings, records and other papers on file in the lawsuit, is also available during regular business hours at the Office of the Clerk, Providence County Superior Court, Licht Judicial Complex, 250 Benefit Street, Providence, Rhode Island 02903. PLEASE DO NOT CALL THE COURT, DELL, OR DOR FOR ADDITIONAL INFORMATION.

Where can I find additional information?

When and where is the final hearing?

May I comment on, or object to, the settlement?

Option 3:

EXHIBIT 3

SUMMARY NOTICE OF CLASS ACTION SETTLEMENT

If you are a consumer and purchased one or more Optional Service Contracts covering computer hardware sold by Dell, and paid Rhode Island sales or use tax on such service contract(s), a proposed settlement of a class action lawsuit may affect your rights.

A settlement has been proposed in a class action lawsuit concerning Rhode Island sales or use tax paid on purchases of Optional Service Contracts covering computer hardware sold by Dell to consumers between May 16, 1993, and December 31, 2011. The lawsuit is Long, et al. v. Dell, Inc., et al., Civil Action No. PC 03-2636, and is pending in the Providence County Superior Court (the “Court”). The defendants in the class action lawsuit are Dell Inc., Dell Marketing Limited Partnership, Dell Catalog Sales Limited Partnership, and Worldwide TechServices, LLC (f/k/a BancTec, Inc. and QualxServ LLC) (collectively, “Defendants”). The settlement will make available compensation to reimburse consumers for amounts paid as “tax” on these Optional Service Contracts. If you are a consumer and purchased an Optional Service Contract from one or more Defendants between May 16, 1993, and December 31, 2011, and paid monies as “tax” for such service contract, you may eligible for a payment or payments under the terms of the settlement, or you may object to the settlement or exclude yourself from the settlement. This notice summarizes your rights and options but it is only a summary. A more detailed notice and a copy of the settlement agreement are available at the settlement website, www.________________, and may also be obtained by contacting the Claims Assistance Email Inbox at [email protected]. The Court authorized this notice. Before the settlement is given final approval, the Court will hold a hearing. ARE YOU AFFECTED? You are a Class Member and could get compensation if you are a Consumer, as defined herein, (a) who purchased from one or more of Defendants at least one Optional Service Contract at any time from May 16, 1993 through December 31, 2011, (b) whose “ship-to” address for such purchase was a location in the State of Rhode Island, (c) who paid any amount of money denominated as a “tax” calculated in whole or in part on the charge for the purchase of such Optional Service Contract, and (d) who did not receive from any of Defendants a refund of such “tax” in connection with a return of the computer hardware or otherwise. “Consumer” means a natural person who purchased an Optional Service Contract primarily for personal, family, or household purposes. WHAT IS THIS LAWSUIT ABOUT? The lawsuit claimed that, from May 16, 1993, through December 31, 2011, Defendants improperly charged and collected Rhode Island sales or use tax on sales of Optional Service Contracts, on which no such tax had been imposed by law, and that the Defendants violated the Rhode Island Deceptive Trade Practices Act. Defendants argued that they acted reasonably in collecting taxes on the Optional Service Contracts as they believed was required by law, and that they did not violate Rhode Island law. In response to the lawsuit, Defendants also filed tax refund claims with the Rhode Island Division of Taxation (“DOR”) for a refund of monies remitted to the State as tax on these Optional Service Contract purchases. The Court did not decide if Defendants violated Rhode Island law in collecting the taxes. The parties disagree on how much money, if any, would have been won if there had been a trial. The Plaintiff, Defendants and DOR agreed to the settlement to resolve the case and get compensation to the affected purchasers.

2

WHAT DOES THE SETTLEMENT PROVIDE? For purchases not covered by Defendants’ tax refund claims, Dell will pay compensation (without interest) to the Settlement Class Members who submit timely and valid claims. For purchases covered by Defendants’ tax refund claims, DOR will provide compensation, with interest, to the Settlement Class Members who submit timely and valid claims. However, if the sum of all DOR Claims, including interest, exceeds $700,000.00, the payment on each such DOR Claim will be prorated accordingly. You may be entitled to compensation from one or both of Defendants and DOR, and you may need to submit several claims. To receive compensation under this settlement, class members must submit timely and valid claims on or before ______, 2016. Consumers who believe they are class members, but who have not received an individually mailed Short Form Notice and Individual Summary, may obtain one by contacting the Claims Assistance Email Inbox at [email protected]. Class Members who fail to submit a valid claim on or before ____ shall not be eligible for compensation under the settlement. If you submit a claim you will waive the confidentiality of any taxpayer information that is necessary to allow DOR to carry out its obligations under the settlement. DOR will offset against any refund to which a Settlement Class Member would otherwise be entitled any amounts that DOR has the right to offset under Rhode Island laws, and any such offset may reduce or completely consume the amount that you receive under the settlement. The Settlement Agreement and Detailed Notices posted at the settlement website describe in more detail the proposed settlement, including the procedure for submitting a claim. WHO REPRESENTS YOU? The Court appointed Ellis & Rapacki LLP, located at 85 Merrimac Street, Suite 500, Boston, MA 02114, and Oliverio & Marcaccio LLP, located at 55 Dorrance Street, Suite 400, Providence, RI 02903, to represent Class Members as “Class Counsel.” You don’t have to pay Class Counsel, or anyone else, to participate in the settlement. WHAT ARE YOUR OPTIONS? If you don’t want to be legally bound by the settlement, the Court will exclude you from the settlement if you request exclusion from the settlement by [30 days prior to Final Hearing]. You may also comment on or object to the settlement by [30 days prior to Final Hearing]. The Detailed Notices, available at www._______________, explain how to exclude yourself from the settlement, how to comment on or object to the settlement and further describe the settlement and your options. If you remain in the Settlement Class, you must submit your claims by _______, 2015, in order to receive compensation. Failure to submit a timely claim shall constitute a waiver of such claim. The Court will hold a hearing on this case on ______2015, at _________a.m. to consider whether to approve the settlement and a request by Class Counsel for $900,000.00 in attorneys’ fees and expenses, for investigating and litigating the case since early 2003 and negotiating and implementing the settlement. Dell, and not Class Members, will pay any such award of attorneys’ fees and expenses. Any class member who does not request exclusion may enter an appearance through counsel, but you don’t have to. The judgment finally entered by the Court will bind all class members who do not request exclusion. For more information on how to appear or for further information concerning the settlement, you may visit the settlement website, www.__________ or contact the Claims Assistance Email Inbox at [email protected]. PLEASE DO NOT CALL THE COURT, DELL, OR DOR FOR INFORMATION.

EXHIBIT 4

STATE OF RHODE ISLAND SUPERIOR COURT PROVIDENCE COUNTY, SS NICHOLAS T. LONG and JULIANNE RICCI, ) individually and on behalf of a class of persons ) similarly situated, ) )

Plaintiffs, ) ) C.A. No. PC 03-2636 v. )

) DELL COMPUTER CORPORATION, ) DELL CATALOG SALES LIMITED ) PARTNERSHIP, DELL MARKETING ) LIMITED PARTNERSHIP, QUALXSERV, ) LLC, and BANCTEC, INC., ) ) Defendants. ) )

[PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT, CONDITIONALLY CERTIFYING SETTLEMENT CLASS,

COMMENCING SETTLEMENT APPROVAL PROCESS AND SCHEDULING FINAL APPROVAL HEARING

The Parties have filed a Joint Motion for Order Preliminarily Approving Class

Action Settlement, Conditionally Certifying Settlement Class, Commencing Settlement

Approval Process and Scheduling Final Approval Hearing. In accordance with Super. R.

Civ. P. 23 and R.I. Gen. Laws § 6-13.1-5.2(b), the Court has duly considered the papers,

declarations and exhibits submitted by the parties, and in particular the terms of the Dell

Optional Service Contract Rhode Island Tax Settlement Agreement dated _______, 2015,

(the “Settlement Agreement”), and that good cause having been shown does HEREBY

ORDER, ADJUDGE AND DECREE THAT:

1. The terms of the Settlement Agreement are hereby preliminarily approved,

subject to further consideration thereof at the final approval hearing (“Final Hearing”)

provided for below. The Court finds that the settlement is sufficiently within the range of

2

reasonableness that notice of the proposed settlement should be given as provided in

paragraph 6 of this Order.

2. The Court makes a preliminary determination that, for settlement purposes

only, the Settlement Class meets the requirements for certification under Super. R. Civ. P.

23 and R.I. Gen. Laws § 6-13.1-5.2(b). Specifically, the Court finds that:

(a) the membership of the Settlement Class is both numerous and

ascertainable. The class is estimated to consist of thousands of class members and the

agreement allows an objective method to determine who is a member of the class. The

identity of members of the class will be determined by objective means, namely, from

Dell’s actual transaction records of Optional Service Contract purchases through

specified Dell marketing channels where tax was collected thereon;

(b) common issues of law and fact predominate over any individual

issues. These common issues include whether Defendants maintained a practice or

policy of charging and collecting tax on the sale of Optional Service Contracts, and

whether such practice constituted an unfair or deceptive practice that violated the Rhode

Island Deceptive Trade Practices Act, R.I. Gen. Laws §§ 6-13.1, et seq.;

(c) the claims of the proposed class representative are typical of the

claims of the settlement class. The proposed class representative – and each member of

the proposed settlement class – is alleged to have suffered the same injury caused by the

same course of conduct;

(d) the proposed class representative will fairly and adequately represent

and protect the interests of the settlement class. Plaintiff Julianne Ricci (“Plaintiff”) is a

member of the proposed Settlement Class. Neither the proposed class representative nor

her counsel have any conflicts of interest with the other class members, and Plaintiff’s

counsel have demonstrated that they will prosecute the action vigorously on behalf of the

settlement class; and;

3

(e) the proposed settlement is a superior resolution of this lawsuit than

individual litigation as the settlement substantially benefits both the litigants and the

Court. There are few manageability issues as settlement is proposed rather than a trial.

3. For purposes of the Settlement Agreement, the Court hereby conditionally

certifies the following Settlement Class:

All Consumers, as defined herein, (a) who purchased from one or more of Dell Inc. (f/k/a Dell Computer Corporation), Dell Marketing Limited Partnership, Dell Catalog Sales Limited Partnership, and Worldwide TechServices, LLC (f/k/a BancTec, Inc., and QualxServ, LLC) (collectively, “Defendants”), at least one Optional Service Contract, as defined herein, at any time from May 16, 1993 through December 31, 2011, (b) whose “ship-to” address for such purchase was a location in the State of Rhode Island, (c) who paid any amount of money denominated as a “tax” calculated in whole or in part on the charge for the purchase of such Optional Service Contract, and (d) who did not receive from any of Defendants a refund of such “tax” in connection with a return of the computer hardware or otherwise.

“Consumer” is defined as a natural person who made a purchase of an Optional Service Contract primarily for personal, family, or household purposes. “Optional Service Contract” is defined as any Optional Agreement (i.e., a service agreement, the purchase of which was not required in order to purchase the computer hardware covered by such service agreement) sold by one or more of Defendants providing for repair and/or replacement services, including parts and/or labor, covering computer hardware. “Optional Service Contract” shall include, without limitation, technical support service contracts, on-site repair service contracts, remote repair service contracts, and “CompleteCare” service contracts. Specifically excluded from the Settlement Class are: all Rhode Island State Court Judges and their respective immediate families; Defendants, any parent, subsidiary or affiliate of any of Defendants; any entity in which any of Defendants has a controlling interest; and Defendants’ officers, directors, employees, counsel of record in this action, and their respective immediate families. Also excluded from the settlement class shall be any person who submits a timely and valid request for exclusion in accordance with the provisions set forth in the settlement agreement.

4

4. The Court further conditionally finds that Plaintiff, Julianne Ricci, has

adequately and fairly represented the Settlement Class and she is hereby appointed Class

Representative for the Settlement Class. The Court further conditionally finds that

Plaintiff’s Counsel, Ellis & Rapacki LLP and Oliverio & Marcaccio LLP, have

adequately represented the interests of the Settlement Class. The law firms of Ellis &

Rapacki LLP and Oliverio & Marcaccio LLP are hereby appointed as Class Counsel for

the Settlement Class. If the Settlement Agreement is terminated or is not consummated

for any reason whatsoever, this conditional certification of the Settlement Class shall be

void, and Defendants shall have reserved all of their rights, including the right to continue

to contest the adequacy of the Class Representative and of Class Counsel.

5. For purposes of the Settlement Agreement, the Court approves the form

and substance of the Detailed Notice attached as Exhibit 1, the Short Form Notice and

Individual Summary, attached as Exhibit 2, and the Summary Notice attached as Exhibit

3 to the Settlement Agreement. The Court finds that notice to the Settlement Class is

necessary and that dissemination of the notice in the manner and form set forth in

paragraph 6 of this Order meets the requirements of Super. R. Civ. P. 23 and due process,

is the best notice practicable under the circumstances, and shall constitute due and

sufficient notice to all persons entitled thereto.

6. For purposes of notice to the members of the Settlement Class, the

Settlement Administrator shall cause a copy of the Short Form Notice and Individual

Summary, substantially in the form of Exhibit 2 to the Settlement Agreement, to be

mailed to the respective Settlement Class Members, as provided in the Settlement

Agreement. The Settlement Administrator shall also post copies of the Detailed Notice

and the Settlement Agreement on the settlement website and Dell shall post copies of the

Detailed Notice and the Settlement Agreement on the legal notices section of its website,

www.dell.com. Dell and/or the Settlement Administrator shall also cause to be published

the Summary Notice, substantially in the form of Exhibit 3 to the Settlement Agreement,

5

once in the Providence Journal newspaper. At or before the Final Hearing, the Settlement

Administrator and/or Dell shall file proof, by declaration, of the mailings, Internet

postings and newspaper publications ordered above.

7. The Final Hearing is hereby scheduled to be held on __________, 2016, at

______ in Courtroom ___ of the Providence County Superior Court, Licht Judicial

Complex, 250 Benefit Street, Providence, Rhode Island 02903. At such Final Hearing,

the Court will determine whether the proposed settlement should be approved as fair,

reasonable and adequate; and if final approval of the settlement is warranted, the Court

will also determine an award of attorneys’ fees and expenses to Class Counsel and class

representative fee award to the Class Representative, direct the entry of final judgment in

this action, and dismiss the various claims in the lawsuit with prejudice.

8. The Court may adjourn the Final Hearing without further notice to the

Settlement Class Members, other than that which may be ordered by the Court.

9. For purposes of the Court’s final consideration of the Settlement

Agreement, any member of the Settlement Class who has not requested exclusion from

the Settlement Class may, but need not, appear at the Final Hearing personally or through

counsel, provided that an appearance is served and filed as hereinafter provided. Any

Settlement Class Member, either personally or through counsel, may comment in support

of, or in opposition to, any aspect of the proposed settlement, provided that any such

notice of appearance, comments and/or objections are detailed in writing (and include the

class member’s name and address) and filed with the Clerk of the Court at least thirty

(30) days before the Final Hearing. A copy of any notice of appearance, written

comment and/or objection must also be sent to each of the following individuals at least

thirty (30) days before the Final Hearing:

6

10. Unless the Court otherwise directs for good cause shown, no Settlement

Class Member, either personally or through counsel, shall be heard or shall be entitled to

contest the approval of the terms and conditions of the Settlement Agreement or (if

approved) the Final Judgment to be entered thereon, or the award of fees and expenses to

Class Counsel, and no papers or briefs submitted by or on behalf of any Settlement Class

Member shall be received and considered if such notice of appearance, written comments

and/or objections are not served and filed as provided herein.

11. All putative members of the Settlement Class have the option of excluding

themselves from the Settlement Class by mailing a timely and valid Request for

Exclusion postmarked not later than thirty (30) days before the date of the Final Hearing

addressed to the Settlement Administrator. A Request for Exclusion must set forth the

name and address of the Settlement Class Member requesting exclusion and a statement

that such Settlement Class Member wishes to be excluded from the Settlement Class. All

Requests for Exclusion must be signed by or on behalf of the putative class member

wishing to be excluded from the Settlement Class.

12. If a Request for Exclusion from a putative member of the Settlement Class

does not include all of the foregoing information, or if it is not timely, it shall not be a

valid Request for Exclusion and the putative class member filing such invalid Request for

Exclusion shall be a member of the Settlement Class. All persons who properly submit

timely and valid Requests for Exclusion from the Settlement Class shall not be members

Matthew T. Oliverio, Esq. Oliverio & Marcaccio LLP 55 Dorrance Street, Suite 400 Providence, RI 02903 (401) 861-2900

John A. Shope, Esq. FOLEY HOAG LLP 155 Seaport Blvd. Boston, MA 02210 (617) 832-1233

Bernard J. Lemos, Esq. RHODE ISLAND DEPARTMENT OF REVENUE Division of Taxation One Capitol Hill Providence, RI 02908 (401) 574-8922

Class Counsel Attorney for Defendants Attorney for DOR

7

of the Settlement Class and shall have no rights with respect to the Settlement Agreement

and no interest in the Settlement Agreement.

13. At or before the Final Hearing, the Settlement Administrator shall file an

affidavit identifying all persons from whom timely and valid Requests for Exclusion have

been received.

14. All motions and papers filed in support of the Settlement Agreement shall

be filed no later than ten (10) calendar days prior to the Final Hearing, except that Class

Counsel’s application for attorneys’ fees and expenses shall be filed no later than sixty

(60) days before the Final Hearing.

15. All proceedings in the above-captioned case are hereby stayed until such

time as the Court renders a decision regarding final approval of the settlement and, if it

finally approves the settlement, enters final judgment as provided for in the settlement

agreement. However, the Court retains jurisdiction to consider all applications arising

out of or in connection with the proposed settlement. The Court may approve the

settlement with such modifications as may be agreed to by the Parties, if appropriate,

without further notice to the Settlement Class.

16. Upon approval of the settlement provided for in the Settlement

Agreement, the Settlement Agreement, and each and every term and provision thereof

shall be deemed incorporated herein as if expressly set forth and shall have the full force

and effect of an Order of this Court.

17. All reasonable costs incurred in providing notice to the Settlement Class,

as well as other settlement and administration costs, shall be paid as set forth in the

Settlement Agreement, respectively.

8

ENTER: PER ORDER

Dated:

Presented by:

Matthew T. Oliverio (#3372) OLIVERIO & MARCACCIO, LLP 55 Dorrance Street, Suite 400 Providence, Rhode Island 02903 Telephone: (401) 861-2900 Facsimile: (401) 861-2922 Darlene K. Alt (#6435) Jon M. Anderson (#3946) LOCKE LORD LLP 2800 Financial Plaza Providence, Rhode Island 02903 Telephone: (401) 276-6493 Facsimile: (401) 276-6611

EXHIBIT 5




[PROPOSED] ORDER GRANTING FINAL APPROVAL TO CLASS ACTION SETTLEMENT AND APPROVING AWARD OF ATTORNEYS’ FEES AND

EXPENSES AND CLASS REPRESENTATIVE AWARD

THIS MATTER comes before the Court on the parties’ Joint Motion for Final

Approval of Class Action Settlement and For Entry of a Final Judgment concerning the

Dell Optional Service Contract Rhode Island Tax Settlement Agreement, dated

________, 2015 (the “Settlement Agreement”), and plaintiff has filed a Motion For

Award Of Attorneys’ Fees And Expenses And Class Representative Incentive Award (the

“Motions”); and the Court, having entered an order on _______, 2015, conditionally

certifying the following Settlement Class and granting preliminary approval to the

settlement:

All Consumers, as defined herein, (a) who purchased from one or more of Dell Inc. (f/k/a Dell Computer Corporation), Dell Marketing Limited Partnership, Dell Catalog Sales Limited Partnership, and Worldwide TechServices, LLC (f/k/a BancTec, Inc., and QualxServ, LLC) (collectively, “Defendants”), at least one Optional Service Contract, as defined herein, at any time from May 16, 1993 through December 31, 2011, (b) whose “ship-to” address for such purchase was a location in the State of Rhode Island, (c) who paid any amount of money denominated as

2

a “tax” calculated in whole or in part on the charge for the purchase of such Optional Service Contract, and (d) who did not receive from any of Defendants a refund of such “tax” in connection with a return of the computer hardware or otherwise.

“Consumer” is defined as a natural person who made a purchase of an Optional Service Contract primarily for personal, family, or household purposes. “Optional Service Contract” is defined as any Optional Agreement (i.e., a service agreement, the purchase of which was not required in order to purchase the computer hardware covered by such service agreement) sold by one or more of Defendants providing for repair and/or replacement services, including parts and/or labor, covering computer hardware. “Optional Service Contract” shall include, without limitation, technical support service contracts, on-site repair service contracts, remote repair service contracts, and “CompleteCare” service contracts. Specifically excluded from the Settlement Class are: all Rhode Island State Court Judges and their respective immediate families; Defendants, any parent, subsidiary or affiliate of any of Defendants; any entity in which any of Defendants has a controlling interest; and Defendants’ officers, directors, employees, counsel of record in this action, and their respective immediate families. Also excluded from the Settlement Class shall be any person who submits a timely and valid request for exclusion in accordance with the provisions set forth in the Settlement Agreement.

The Court, having further directed that notice be given to the Settlement Class of

the proposed settlement and of a final hearing scheduled to determine whether the

proposed settlement should be approved as fair, reasonable and adequate and to consider

the Motions, and to hear any objections to any of these matters (the “Final Hearing”);

having duly considered the Settlement Agreement and the exhibits attached thereto;

having considered all of the submissions and arguments with respect to the Motions; and

having held the Final Hearing and considered the submissions and arguments made in

connection therewith, the Court hereby FINDS as follows:

1. That the notice to the Settlement Class, including but not limited to the

form and substance of the notice and the means of giving notice to the Settlement Class

3

Members, has been given in an adequate and sufficient manner and constitutes the best

notice practicable, complying in all respects with the requirements of Super. R. Civ. P. 23

and due process.

2. That, for purposes of Final Approval of the Settlement Agreement, pursuant

to Super. R. Civ. P. 23 and R.I. Gen. Laws § 6-13.1-5.2(b), and for purposes of this

settlement only:

(a) The Settlement Class is ascertainable and so numerous that joinder

of all members is impracticable. The Settlement Class is estimated to consist of

thousands of class members and the members of the Settlement Class have been

determined by an objective means, namely, from Dell’s actual transaction records of

Optional Service Contract purchases through specified Dell marketing channels where

tax was collected thereon;

(b) There are questions of law or fact common to the Settlement

Class. These common issues include whether Defendants maintained a common policy

or practice of charging and collecting tax on the sale of Optional Service Contracts,and

whether such practice constituted an unfair or deceptive trade practice that violated the

Rhode Island Deceptive Trade Practices Act, R.I. Gen. Laws §§ 6-13.1, et seq.;

(c) The claims of Julianne Ricci, the Class Representative, are typical

of the claims of the Settlement Class. The Class Representative – and each member of

the Settlement Class – is alleged to have suffered the same injury caused by the same

course of conduct;

(d) The Class Representative has fairly and adequately protected the

interests of the Settlement Class. The Class Representative is a member of the Settlement

Class and does not have any conflicts of interest with other class members, and Class

Counsel has prosecuted this action vigorously on behalf of the Settlement Class;

(e) The questions of law or fact common to the members of the

Settlement Class predominate over any questions affecting only individual members; and

4

(f) A class action is superior to other available methods for the fair

and efficient adjudication of the controversy as the settlement substantially benefits both

the litigants and the Court, and there are few manageability issues as settlement is

proposed rather than a further trial.

3. That the Settlement Class is certified for purposes of settlement only.

4. That extensive arms’ length negotiations took place in good faith between

and among Class Counsel, Defendants’ counsel and counsel for DOR, which negotiations

were conducted under the supervision of a court-appointed mediator, Hon. Frank J.

Williams (ret.), and such negotiations have resulted in the proposed settlement, as

provided in the Settlement Agreement. There is no evidence of any collusion occurring

during the settlement negotiations, and negotiations over attorneys’ fees and expenses

began only after the parties had reached agreement on the substantive terms of the

settlement.

5. That the investigation and discovery conducted by Plaintiff’s counsel were

more than sufficient to allow counsel to act intelligently in negotiating the settlement.

6. That Plaintiff’s counsel is experienced in similar litigation.

7. That the number of objectors is [INSERT ON OBJECTIONS OR NO

OBJECTIONS].

8. That the Court has held a hearing to consider the fairness, reasonableness

and adequacy of the respective proposed settlements, has been advised of all objections to

such settlements, and has given fair consideration to such objections. [INSERT ON

ANY OBJECTIONS]

9. That the proposed settlement, as detailed in the Settlement Agreement, is

in all respects fair, reasonable, adequate and proper and in the best interests of the

Settlement Class.

10. That, accordingly, the Court hereby finally APPROVES the proposed

settlement as reflected in the Settlement Agreement, the respective terms of which,

5

including but not limited to the releases, are hereby incorporated by reference as though

fully set forth herein.

11. That those persons who properly requested exclusion from the Settlement

Class, whose names are listed on the attachment to the affidavit of the Settlement

Administrator dated ___, 201_, are excluded from the Settlement Class.

12. Considering the efforts made by Plaintiff over twelve years and the results

achieved by the settlement, a class representative award in the amount of $3,500.00,

payable to Plaintiff is approved as fair and reasonable. 13. That, having considered Class Counsel’s Declaration in Support of

Plaintiff’s Motion for an Award of Attorneys’ Fees and Expenses and, considering Class

Counsel’s lodestar, the quality of representation provided and the results obtained, as well

as a number of other factors, Class Counsel’s motion for attorneys’ fees and expenses in

an amount of $900,000.00, representing compensation and reimbursement for Class

Counsel’s efforts in litigating and settling this action is approved as fair and reasonable.

14. The terms used in this Order that are defined in the Settlement Agreement

are, unless otherwise defined herein, defined as in the Settlement Agreement.

15. As provided in the Settlement Agreement, DOR shall have the right to

offset against any DOR Claim any amounts that it has the right to offset under applicable

Rhode Island laws, including, but not limited to, offsets pursuant to R.I. Gen. Laws §§

44-1-11, 44-30.1-1 et seq., 44-30.2-1 et seq., and 42-142-7. Provided, however, that

DOR shall not offset against any DOR Claim any amount of unpaid use tax on a

Settlement Class Member’s purchase of Dell hardware.

6

ENTER: PER ORDER

______________ ______________________________

Dated:

Presented by:


1

EXHIBIT 6

ADDRESSES FOR NOTICES

DEFENDANTS For DELL INC. f/k/a DELL COMPUTER CORP.; DELL MARKETING LP; DELL CATALOG SALES LP; AND WORLDWIDE TECHSERVICES, LLC (f/k/a BANCTEC, INC. AND QUALXSERV LLC). Mary Pape, Esq. Dell Inc. One Dell Way RR 1, M.S. # 8033 Round Rock, TX 78682 Fax: (512) 728-7100 John A. Shope, Esq. FOLEY HOAG LLP 155 Seaport Boulevard Boston, MA 02210 Fax: (617) 832-7000 CLASS COUNSEL Fredric L. Ellis, Esq. Edward D. Rapacki, Esq. ELLIS & RAPACKI LLP 85 Merrimac Street Suite 500 Boston, MA 02114 Fax: (617) 523-6901 RHODE ISLAND DEPARTMENT OF REVENUE Bernard J. Lemos, Esq. RHODE ISLAND DEPARTMENT OF REVENUE Division of Taxation One Capitol Hill Providence, RI 02908 Fax: (401) 574-8917

EXHIBIT 7




[PROPOSED] FINAL JUDGMENT

This Court having granted final approval to the Dell Optional Service Contract

Rhode Island Tax Settlement Agreement (the “Settlement Agreement”), it is hereby

ORDERED, ADJUDGED and DECREED as follows:

1. Immediately upon entry of this Final Judgment by the Clerk, the above-

captioned complaint shall be dismissed with prejudice, with each party and the respective

members of the Settlement Class bearing their own costs and/or attorneys’ fees, except as

specifically provided in the Court’s Order approving the settlement, which Order awards

attorneys’ fees and expenses to Class Counsel and class representative award to the Class

Representative.

2. The provisions of this Final Judgment are applicable to and binding upon,

and inure to the benefit of each party to the Action, including the Rhode Island

Department of Revenue (“DOR”), each of Defendants and Defendants’ predecessors,

successors and assigns, Plaintiff Julianne Ricci and each member of the Settlement Class

who has not filed a timely and valid Request for Exclusion.

2

3. The Parties are hereby directed to take all of the actions required under the

terms and provisions of the Settlement Agreement.

4. To the extent permitted by law and without affecting the other provisions

of this Final Judgment, this Final Judgment is intended by the Parties and the Court to be

res judicata, and to prohibit and preclude any prior, concurrent or subsequent litigation

brought individually, or in the name of, and/or otherwise on behalf of Plaintiff or any

member of the Settlement Class with respect to any and all claims, rights, demands,

actions, causes of action, suits, debts, liens, contracts, liabilities, agreements, costs,

expenses or losses arising out of or relating to the claims released under the Settlement

Agreement, of which a Settlement Class Member, a Defendant, and/or DOR is presently

unaware, if any, that are not asserted in the complaint, which arise out of the facts set

forth in such complaint, including the assessment, collection and/or payment of monies

denominated as “tax” on the purchase of Optional Service Contracts, as defined in the

Settlement Agreement.

5. All persons who are included within the definition of the Settlement Class,

as defined in the Settlement Agreement, are bound by this Final Judgment and are

enjoined from instituting, maintaining, prosecuting, or enforcing, either directly or

indirectly, any claims discharged by the Settlement Agreement.

6. The provisions of this Final Judgment are entered as a result of an

agreement of the Parties. The Settlement Agreement and this Final Judgment are not

intended to be, and shall not be construed as, any admission, express or implied, of any

fault, liability or wrongdoing by Defendants or DOR.

7. The Court shall retain continuing jurisdiction over this action as to the

following matters: (i) enforcement of the terms of the Settlement Agreement; (ii) issues

relating to settlement administration; and (iii) enforcement of this Judgment, the Final

Approval Order, and any order relating to attorneys’ fees or class representative award.

8. No just reason exists for delay in entering this Final Judgment.

3

ENTER: PER ORDER

_________________ _________________________

Dated:

Presented by:


confidential and for settlement purposes...

Documents