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STIPULATION AND AGREEMENT OF SETTLEMENT

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TABLE OF CONTENTS

Page

I. RECITALS ........................................................................................................................... 1

II. DEFINITIONS ..................................................................................................................... 4

III. TERMS OF THE SETTLEMENT .................................................................................. 11

IV. RELEASE AND DISMISSAL .......................................................................................... 27

V. NOTICE AND SETTLEMENT ADMINISTRATION .................................................. 30

VI. DISPUTE RESOLUTION ................................................................................................ 32

VII. PRELIMINARY APPROVAL ORDER AND FINAL FAIRNESS HEARING ......... 33

VIII. FINAL APPROVAL OF SETTLEMENT AND OTHER CONDITIONS................... 35

IX. TERMINATION OF SETTLEMENT............................................................................. 36

X. TAX TREATMENT OF THE FUND .............................................................................. 38

XI. MISCELLANEOUS PROVISIONS ................................................................................ 40

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STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (“Agreement”) is entered into by and

between Joseph Wildcat, Sr., Nicole Chapman-Reynolds, Jessi Phillips Lorenzo, John Johnson,

George Thompson, Jaime Ann Allen, Jeffrey Bauman, Sr., Louis St. Germaine, Jared Poupart,

Paula Poupart, Patricia Zimmerman, Lyle Chapman, Ray Allen, William Stone, Sr., William

Cheney Pruett, and Skytrail Servicing Group, LLC, (collectively, “Defendants”) on the one hand;

and Lori Fitzgerald, Aaron Fitzgerald, Kevin Williams, Jade Singleton, Angela Maville, Daniel

Goodman, Gustinna Wadu Jayamalee De Silva, and John Tucker (collectively, “Plaintiffs”), on

behalf of themselves and all other similarly situated individuals, and as representatives of the

Settlement Class, as these terms are defined in Section II, on the other hand.

I. RECITALS

The following recitals are material terms of this Agreement, and all capitalized terms are

used as defined in Section II, below, except as otherwise defined herein. This Agreement is made

in contemplation of the following facts and circumstances.

WHEREAS, on July 24, 2020, Plaintiffs Lori Fitzgerald, Aaron Fitzgerald, and Kevin

Williams filed a putative class action complaint against Defendants Joseph Wildcat, Sr., Nicole

Chapman-Reynolds, and Jessi Phillips Lorenzo, in the United States District Court for the Western

District of Virginia, styled as Fitzgerald v. Wildcat, Civil Action No. 3:20-cv-00044-NKM-JCH

(the “Action”);

WHEREAS, on October 21, 2022, Plaintiffs Lori Fitzgerald, Aaron Fitzgerald, Kevin

Williams, Jade Singleton, and Angela Maville filed an amended class action complaint in the

Action against Joseph Wildcat, Sr., Nicole Chapman-Reynolds, Jessi Phillips Lorenzo, John

Johnson, George Thompson, Jaime Ann Allen, Jeffrey Bauman, Sr., Louis St. Germaine, Eric
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Chapman, Sr., Racquel Bell, Gloria Gobb, William Graveen, Sarah Pyawasit, William Stone, Sr.,

William Cheney Pruett, and Skytrail Servicing Group, LLC;

WHEREAS, the amended class action complaint alleges various class and non-class claims

for violation of state and federal law;

WHEREAS, on August 18, 2023, the United States District Court for the Western District

of Virginia (the “District Court”) entered an order denying Defendants’ motions to compel

arbitration and to dismiss the Action;

WHEREAS, Defendants appealed the District Court’s order to the United States Court of

Appeals for the Fourth Circuit, Appeal Nos. 23-1929 and 23-1930 (the “Appeal”);

WHEREAS, Daniel Goodman, Gustinna Wadu Jayamalee De Silva and John Tucker

retained Class Counsel and would have been added as named plaintiffs to the Action if the

Settlement was not agreed to;

WHEREAS, Defendants deny any and all claims alleged by Plaintiffs in the Action, further

deny that any Plaintiffs or any members of the Settlement Class they purport to represent have

suffered any injury or damage, have to date vigorously defended against the Action, and would if

necessary defend against any claims that have or could be asserted against them in any this

litigation or any new litigation;

WHEREAS, Plaintiffs and Class Counsel have conducted an investigation of the legal

claims at issue, by review and analysis of documents that Defendants provided in discovery and

during settlement negotiations;

WHEREAS, Plaintiffs and Defendants participated in multiple negotiations with one

another, including mediation sessions with the Honorable Jane Marum Roush (Ret.) on September

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26, 2023, October 6, 2023, November 9, 2023, December 15, 2023, February 2, 2024, February

26, 2024, March 27, 2024, April 8, 2024, April 30, 2024, May 22, 2024, and June 14, 2024;

WHEREAS, based on the investigation and mediation sessions described above, Plaintiffs

and Class Counsel have concluded that it would be in the best interests of the Settlement Class to

enter into this Agreement in order to avoid the uncertainties of litigation and to assure benefits to

the Settlement Class and that the settlement contemplated herein is fair, reasonable, and adequate

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

WHEREAS, Defendants deny all material allegations in the Action; deny any jurisdiction

in this Court save for purposes of enforcing this Agreement, including, for the Tribal Officials, on

grounds of sovereign immunity; deny that this case should be litigated rather than arbitrated; deny

any fault, wrongdoing, or liability whatsoever arising out of or related to their business practices;

deny that any of the Plaintiffs’ claims are timely and affirmatively state that they are barred by the

applicable statutes of limitations; affirmatively state that their practices have been lawful and

proper; deny that resolution of the merits of the Action is suitable for class treatment; and further

deny liability to Plaintiffs or to others similarly situated, including all members of the Settlement

Class;

WHEREAS, Defendants are mindful that defending the Action would require them to

expend significant time and money, and therefore have decided that it is in their best interest to

resolve the Action on the terms set forth in this Agreement and do so solely for the purposes of

avoiding the burden, expense, and uncertainty of continuing litigation, and to obtain the conclusive

and complete dismissal of the Action and release of all Released Claims;

WHEREAS, the Parties understand, acknowledge, and agree that the execution of this

Agreement constitutes the settlement and compromise of disputed claims that have been or could

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be brought by or on behalf of Plaintiffs or the Settlement Class relating to the conduct by

Defendants alleged in the Action; and

WHEREAS, execution of this Agreement is not, and shall not be construed as, an admission

of wrongdoing or liability by Defendants, an admission that Defendants violated any provision of

federal, state, or tribal law, or an admission that Defendants concede that class treatment of the

Action is appropriate; and, further, this Agreement is inadmissible as evidence against any party

except to enforce the terms of the Settlement and is not an admission of wrongdoing or liability on

the part of any party to this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, it

is hereby STIPULATED AND AGREED, subject to the District Court’s approval, that the Action

has been fully and finally resolved as to Defendants only upon and subject to the following terms

and conditions:

II. DEFINITIONS

2.1 “Action” means the case pending in the United States District Court for the

Western District of Virginia referred to above in the recitals to this Agreement: Fitzgerald v.

Wildcat, Civil Action No. 3:20-cv-00044-NKM-JCH.

2.2 “Administrator” means the settlement administrator selected jointly by Class

Counsel and Defendants and approved by the District Court.

2.3 "Appeal” means the cases pending in the United States Court of Appeals for the

Fourth Circuit referred to above in recitals to this Agreement: Fitzgerald v. Skytrail Servicing

Group, LLC, Appeal Nos. 23-1929 and 23-1930.

2.4 “CAFA Notice” refers to the notice made pursuant to the requirements imposed

by 28 U.S.C. § 1715(b).

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2.5 “Cash Award” means a cash payment to an eligible Settlement Class Member

pursuant to Section 3.4(c).

2.6 “Class Counsel” means Kelly Guzzo PLC.

2.7 “Direct Notice” means the notice that will be provided pursuant to Sections 5.3(a)

and 5.3(b), subject to approval by the District Court, substantially in the form attached hereto as

“Exhibit 1.”

2.8 “District Court,” referred to above in the recitals to this Agreement, means the

United States District Court for the Western District of Virginia.

2.9 “Effective Date” means the date that the Final Approval Order becomes final for

all purposes because either (i) the Court has entered the Final Approval Order and the time within

which an appeal may be noticed and filed under Fed. R. App. P. 4(a) has lapsed; or (ii) if a timely

appeal has been filed, the appeal is finally resolved, with no possibility of further appellate or other

review, resulting in final judicial approval of the Settlement.

2.10 “Escrow Account” means one or more separate escrow account(s) maintained by

the Escrow Agent(s) into which the Fund will be deposited for the benefit of the Settlement Class

until such time as the Fund is transferred and distributed pursuant to the terms of this Agreement.

2.11 “Escrow Agent” means a federally insured financial institution previously

approved in such capacity by the District Court as selected by Class Counsel, with reasonable right

of refusal by Defendants, which shall receive and hold the Monetary Consideration under the terms

of this Settlement Agreement.

2.12 “Final Approval Order” means the Final Approval Order and Judgment to be

entered by the District Court in the Action providing final approval of this Settlement and resolving

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all issues between the Parties, as provided for in Section VIII below, substantially in the form

attached hereto as “Exhibit 3.”

2.13 “Final Fairness Hearing” means the hearing at which the District Court will

consider and finally decide whether to provide final approval of this Settlement, enter the Final

Approval Order, and make such rulings as are contemplated by this Settlement.

2.14 “Fund” means the total sum of $37,350,000.00 to be paid to the Escrow Agent as

provided for in Section 3.4(b) of this Agreement, inclusive of payments to Settlement Class

Members, attorneys’ fees and costs, service awards to Plaintiffs, and costs of notice and

administration funded, to be funded as follows: (1) Tribal Defendants agree to pay $2,000,000.00;

(2) the Niibin Released Parties agree to pay $2,500,000.00; (3) the Niizhwaaswi Released Parties

agree to pay $20,000,000.00; (4) the Ningodwaaswi Released Parties agree to pay $6,500,000.00;

(5) the Waawaatesi Released Parties agree to pay $5,750,000.00; and (6) the Giizis Released

Parties agree to pay $600,000.00.

2.15 “Giizis Released Parties” means those non-tribal individuals and entities involved

with or associated in any way with Giizis d/b/a Lakeshore Loans, an LDF Corporation, including

each of their respective and related entities and persons, controlling entities, affiliates, subsidiaries,

parent companies, predecessors-in-interest, successors, and each of their former and current

members, directors, officers, partners, managers, investors, vendors, lenders, servicers,

consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders, employees, agents,

insurers, reinsures, administrators, executors, representatives, assigns and attorneys.

2.16 “Internet Notice” means notice through the Internet website created pursuant to

Section 5.3(c) of this Agreement.

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2.17 “LDF Tribal Corporations” means L.D.F. Business Development Corporation,

LDF Holdings, LLC, Niiwin d/b/a Lendgreen, Niswi d/b/a LendUMo, Ziibi d/b/a Zfunds, Makwa

d/b/a Makwa Financial, Niizh d/b/a Brightstar Cash, Midaaswi d/b/a National Small Loan, Naanan

d/b/a Bear Claw Lending and Stone Lake Lending, Ningodwaaswi d/b/a Sky Trail Cash,

Niizhwaaswi d/b/a Loan at Last, Zhaangaswi d/b/a Nine Torches, Biboon d/b/a Bridge Lending

Solutions, Giizis d/b/a Lakeshore Loans, Nigig d/b/a UbiCash, Niibin d/b/a Cash Aisle, Mitig d/b/a

MitigCapital, Anong d/b/a Avail Blue, Opichi d/b/a Evergreen Services, Zagime d/b/a Blue River

Lending, Waawaatesi d/b/a Quick Help Loans (Greenline), and Ishwaaswi d/b/a Radiant Cash.

2.18 “NCOA” means the United States Postal Service’s National Change of Address

database.

2.19 “Niibin Released Parties” means those non-tribal individuals and entities

involved with or associated in any way with Niibin d/b/a Cash Aisle, an LDF Corporation,

including each of their respective and related entities and persons, controlling entities, affiliates,

subsidiaries, parent companies, predecessors-in-interest, successors, and each of their former and

current members, directors, officers, partners, managers, investors, vendors, lenders, servicers,

consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders, employees, agents,

insurers, reinsures, administrators, executors, representatives, assigns and attorneys.

2.20 “Niizhwaaswi Released Parties” means those non-tribal individuals and entities

involved with or associated in any way with Niizhwaaswi d/b/a Loan at Last, an LDF Corporation,

and each of their respective and related entities and persons, controlling entities, affiliates,

subsidiaries, parent companies, predecessors-in-interest, successors, and each of their former and

current members, directors, officers, partners, managers, investors, vendors, lenders, servicers,

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consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders, employees, agents,

insurers, reinsures, administrators, executors, representatives, assigns and attorneys.

2.21 “Ningodwaaswi Released Parties” means those non-tribal individuals and entities

involved with or associated in any way with Ningodwaaswi d/b/a Sky Trail Cash, an LDF

Corporation, and each of their respective and related entities and persons, controlling entities,

affiliates, subsidiaries, parent companies, predecessors-in-interest, successors, and each of their

former and current members, directors, officers, partners, managers, investors, vendors, lenders,

servicers, consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders, employees,

agents, insurers, reinsures, administrators, executors, representatives, assigns and attorneys.

2.22 “Non-Tribal Unreleased Parties” means any non-tribal persons, entities, or trusts,

whether presently or previously in existence, who were servicers, vendors, lenders, consultants,

investors, managers, creditors, or beneficiaries of Niiwin d/b/a Lendgreen, Niizh d/b/a Brightstar

Cash, Naanan d/b/a Bear Claw Lending and Stone Lake Lending, Zhaangaswi d/b/a Nine Torches,

Midaaswi d/b/a National Small Loan, Biboon d/b/a Bridge Lending Solutions, Nigig d/b/a

UbiCash, Mitig d/b/a MitigCapital, Anong d/b/a Avail Blue, Opichi d/b/a Evergreen Services,

Zagime d/b/a Blue River Lending, and Ishwaaswi, LLC d/b/a Radiant Cash (collectively, the

“Non-Tribal Unreleased Parties”).

2.23 “Outstanding Loans” means all loans with an outstanding balance originated by

the LDF Tribal Corporations between July 24, 2016 through October 1, 2023.

2.24 “Parties” means Defendants and Plaintiffs, on their own behalf and on behalf of

the Settlement Class.

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2.25 “Plaintiffs” means Lori Fitzgerald, Aaron Fitzgerald, Kevin Williams, Jade

Singleton, Angela Maville, Daniel Goodman, Gustinna Wadu Jayamalee De Silva, and John

Tucker, individually and as representatives of the Settlement Class.

2.26 “Preliminary Approval Order” means an order to be entered by the District Court,

providing preliminary approval of the Agreement, as provided for in Section 7.1 below,

substantially in the form attached hereto as “Exhibit 2.”

2.27 “Pruett Released Parties” means William C. Pruett, Skytrail Servicing Group,

LLC and each of their respective and related entities and persons, controlling entities, affiliates,

subsidiaries, parent companies, predecessors-in-interest, successors, and each of their former and

current members, directors, officers, partners, managers, investors, vendors, lenders, servicers,

consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders, employees, agents,

insurers, reinsures, administrators, executors, assigns and attorneys.

2.28 “Released Claims” means the claims released by this Agreement as set forth in

Section IV.

2.29 “Settlement” means the settlement set forth and identified in this Agreement.

2.30 “Settlement Class” means all consumers residing within the United States who

executed loan agreements with any LDF Tribal Corporation between July 24, 2016 and October

1, 2023.

2.31 “Settlement Class Member” means a person in the Settlement Class who does not

timely submit a valid request for exclusion from the Settlement Class.

2.32 “Skytrail Defendants” means William Cheney Pruett and Skytrail Servicing

Group, LLC.

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2.33 “Taxes” means all taxes on income earned on the Fund (if any); taxes imposed

on payments of the Fund, including withholding taxes; and reasonable expenses and costs incurred

in connection with the taxation of the Fund (including, without limitation, interest, penalties, and

the reasonable expenses of tax attorneys and accountants).

2.34 “Tribal Officials” means Joseph Wildcat, Sr., John Johnson, George Thompson,

Jaime Ann Allen, Jeffrey Bauman, Sr., Louis St. Germaine, Jared Poupart, Paula Poupart, Patricia

Zimmerman, Lyle Chapman, Ray Allen, and William Stone, Sr.

2.35 “Tribal Released Parties” means Joseph Wildcat, Sr., Nicole Chapman-Reynolds,

Jessi Phillips Lorenzo, John Johnson, George Thompson, Jaime Ann Allen, Jeffrey Bauman, Sr.,

Louis St. Germaine, Eric Chapman, Sr., Racquel Bell, Gloria Gobb, William Graveen, Sarah

Pyawasit, William Stone, Sr., Jared Poupart, Paula Poupart, Patricia Zimmerman, Lyle Chapman,

Ray Allen, the Big Valley Band of Pomo Indians, and each of their respective and related entities

and persons, controlling entities, affiliates, subsidiaries, parent companies, predecessors-in-

interest, successors, and each of their former and current members, directors, officers, partners,

managers, investors, vendors, trusts, trustees, heirs, shareholders, employees, agents, insurers,

reinsures, administrators, executors, representatives, assigns and attorneys in their individual and

official capacities. The term, “Tribal Released Parties,” further includes: (1) the LDF Tribal

Corporations and each of their tribal related entities and persons, controlling entities, including but

not limited to the Lac du Flambeau Band of Lake Superior Chippewa Indians, subsidiaries, parent

companies, predecessors-in-interest, successors, and each of their former and current members,

directors, officers, managers, investors, vendors, trusts, trustees, heirs, shareholders, employees,

agents, insurers, reinsures, administrators, and attorneys; (2) any unnamed tribal officials, their

predecessors, and their successors, all in their official and individual capacities, and any of their

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trusts, trustees, heirs, insurers, reinsurers, administrators, executors, representatives, assigns and

attorneys in their individual and official capacities; (3) the Big Valley Band of Pomo Indians and

each of their related tribal entities and persons, including but not limited to subsidiaries, arms and

instrumentalities of the Big Valley Band of Pomo Indians, predecessors-in-interest, successors,

and each of their former and current members, directors, officers, managers, investors, vendors,

trusts, trustees, heirs, shareholders, employees, agents, insurers, reinsurers, administrators, and

attorneys; and (4) any Big Valley Band of Pomo Indians unnamed tribal officials, their

predecessors, and their successors, all in their official and individual capacities, and any of their

trusts, trustees, heirs, assigns, insurers, reinsurers, administrators, executors, representatives,

assigns and attorneys. For the avoidance of doubt, the Parties agree that the definition of “Tribal

Released Parties” does not cover or encompass any non-tribal persons, entities, or trusts, whether

presently or previously in existence, who were or are servicers, vendors, lenders, consultants,

investors, managers, creditors, or beneficiaries of the Non-Tribal Unreleased Parties (as defined in

Section 2.22) and does not release any claims or causes of action against the Non-Tribal

Unreleased Parties.

2.36 “Waawaatesi Released Parties” means those non-tribal individuals and entities

involved with or associated in any way with Waawaatesi d/b/a Quick Help Loans (Greenline), an

LDF Corporation, including each of their respective and related entities and persons, controlling

entities, affiliates, subsidiaries, parent companies, predecessors-in-interest, successors, and each

of their former and current members, directors, officers, partners, managers, investors, vendors,

lenders, servicers, consultants, creditors, beneficiaries, trusts, trustees, heirs, shareholders,

employees, agents, insurers, reinsures, administrators, executors, representatives, assigns and

attorneys.

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III. TERMS OF THE SETTLEMENT

3.1 Class Certification. Defendants dispute that a class would be manageable and

further deny that a litigation class could be certified on the claims asserted in the Action. However,

solely for purposes of avoiding the expense and inconvenience of further litigation, Defendants do

not oppose the District Court’s certification of the Settlement Class for settlement purposes only.

No agreements made by Defendants in connection with this Agreement may be used by Plaintiffs,

any Settlement Class Member, or any other person, to establish any of the elements of class

certification in this or any other proceeding. Preliminary certification of a Settlement Class for

settlement purposes shall not be deemed a concession that certification of a class is appropriate,

nor are Defendants estopped or otherwise precluded from challenging class certification in further

or other proceedings if this Settlement is not finally approved.

3.2 Definition of the Settlement Class. Solely for the purposes of this Settlement, the

Parties agree to preliminary certification of the following Settlement Class:

All consumers residing within the United States who executed loan
agreements with any LDF Tribal Corporation between July 24, 2016
and October 1, 2023.

Excluded from the Settlement Class are Class Counsel and their immediate family

members and staff, and all judges and justices of the United States District Court for the Western

District of Virginia, the United States Court of Appeals for the Fourth Circuit, and the Supreme

Court of the United States, as well as their immediate family members and staff.

Based on a review of their records, Tribal Officials estimate that, under this definition, the

Settlement Class consists of approximately 980,000 Settlement Class Members. Certification of

the Settlement Class will be sought pursuant to Fed. R. of Civ. P. 23(b)(2) and 23(b)(3). All

Settlement Class Members shall have the right to exclude themselves by way of the opt-out

procedure set forth in Section 7.2 of this Agreement and the Preliminary Approval Order.

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3.3 Identification of the Settlement Class. Tribal Officials will use reasonable efforts

and business records to identify all Settlement Class Members. Within seven (7) days of entry of

the Preliminary Approval Order, the Tribal Officials agree to provide the Administrator with a list

of names, email addresses, social security numbers (to the extent available), and mailing addresses

of the Settlement Class as defined in the Preliminary Approval Order. Defendants’ Counsel are

also entitled to receive and review this information. The Tribal Officials also shall provide

Administrator with loan-level information regarding each class member’s loan(s) sufficient to

demonstrate the original principal balance of the loan, the amount of any payments the class

member made on the loan, and the outstanding balance, Class Counsel shall have seven (7)

business days to review and approve the anonymized list of Settlement Class members (without

any Personal Identifying Information), the criteria used by the Tribal Officials to identify

Settlement Class Members, and the loan-level data, or to notify the Tribal Officials of any

objections to its completeness. Class Counsel agree that they shall not be permitted to retain any

of the above information after settlement administration has been completed or if the settlement

does not receive final approval, and all such information (including summaries, copies, extracts,

etc.) shall be subject to return or destruction, subject to Section 3.4(c) of this Agreement. Any

recipients of this information will be required to provide assurances that they will protect this data,

in a form agreed to by Tribal Officials and any recipients. Likewise, Class Counsel shall not use

any Personal Identifying Information for any Settlement Class Member received in the Action or

in connection with this Settlement for any other purpose against the Released Parties other than

the implementation of this Settlement.

3.4 Settlement Consideration. Pursuant to this Agreement, as full and complete

consideration for the releases set forth below, relief will be implemented as follows:

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a. Prospective Relief from Tribal Officials.

i. Cancellation of Debt. Within thirty (30) days after the

Effective Date, with respect to the Outstanding Loans, the

Tribal Officials agree to reduce the balance due on each

such loan for all Settlement Class Members to zero on the

basis that the debt is disputed. The Tribal Officials

estimate that this will result in the cancellation of

approximately $1,400,000,000.00 ($1.4 billion) in

outstanding debt. Within sixty (60) days after the Effective

Date, the Administrator shall forward to each Settlement

Class Member with such a loan a letter from an LDF

Tribal Corporation, in a form approved by Plaintiffs and

the Tribal Officials confirming that no further payments

are due on such loan.

ii. No Sale or Attempt to Enforce Outstanding Loans. Upon

the entry of the Preliminary Approval Order, the Tribal

Officials further agree that they will not sell, transfer, or

assign for collection any Outstanding Loans of Settlement

Class Members. The Tribal Officials also agree that they

will cease all direct or indirect collection activity on

Outstanding Loans of Settlement Class Members within

three (3) business days after the Preliminary Approval

Order is entered. To the extent any amounts are collected,

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inadvertently or otherwise, after the entry of the

Preliminary Approval Order, the Tribal Officials will

remit the funds back to the Settlement Class Member. The

Tribal Officials shall certify their compliance with this

provision in declarations to be filed with the Court within

fourteen (14) days after the Effective Date. Such

declarations shall not disclose any information concerning

specific Settlement Class Members, but shall detail the

method, number, aggregate amount, and timing of refunds

made.

iii. The Outstanding Loans are Disputed Debts. Plaintiffs and

the Tribal Officials agree that the Outstanding Loans of

Settlement Class Members are disputed debts. If

judgments have been or are hereafter obtained regarding

any Outstanding Loans of Settlement Class Members, the

Tribal Officials agree to notify the relevant courts that the

judgments are satisfied within sixty (60) days after the

Effective Date.

iv. Negative Tradeline Deletion Request. Within thirty (30)

days after the Effective Date, the L.D.F. Business

Development Corporation shall send all consumer

reporting agencies (“CRAs”) to which the LDF Tribal

Corporations previously had reported information

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regarding loans of Settlement Class Members originated

during the class period (as set forth in Section 3.2 above)

and request permanent removal of any negative tradelines

for Settlement Class Members previously reported to the

CRAs in the name of the LDF Tribal Corporations. The

form of the letter to CRAs shall be approved by the Tribal

Officials and Plaintiffs. A tradeline shall be considered

“negative” if it indicates that any payment due was

missed. The form letter to CRAs shall request that all

other tradelines reported to the CRAs by the LDF Tribal

Corporation for loans of Settlement Class Members be

reported as paid in full or discharged, with no negative

history. Plaintiffs acknowledge that they understand, on

behalf of themselves and the Settlement Class Members,

that it may take up to thirty (30) days for this update to be

reflected on their credit reports. Plaintiffs acknowledge

that they understand, on behalf of themselves and the

Settlement Class Members, that the Tribal Officials’

responsibilities, as set forth in this Section 3.4(a)(iv), shall

constitute the sole requirements imposed on the Tribal

Officials under this Agreement with respect to credit

reporting. Plaintiffs acknowledge that they understand, on

behalf of themselves and the Settlement Class Members,

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that the Tribal Officials do not control the actions of the

CRAs and, thus, the Tribal Officials may only request that

the CRAs make updates as set forth in Section 3.4(a)(iv)

and do not guarantee that the CRAs will make such

updates.

v. Personal Identifying Information. The Tribal Officials

have agreed as of the date of the execution of this

Agreement, not to sell or transfer for commercial purpose

to any third party personal identifying information

obtained from Settlement Class Members during the class

period; provided, however, that this provision shall not

prohibit the LDF Tribal Corporations or any tribal

company owned by LDF Holdings, LLC from using such

information for commercial purposes in its own lending

business. Likewise, Class Counsel shall not use any

Personal Identifying Information for any Settlement Class

Member received in the Action or in connection with this

Settlement for any other purpose against the Released

Parties other than the implementation of this Settlement.

b. Monetary Consideration. In addition to the consideration set forth in

Section 3.4(a), the Fund (as defined in Section 2.14) shall be funded as follows: (a)

payment by the Tribal Officials in the amount of $2,000,000.00; (b) payment by

the Skytrail Defendants in the amount of $6,500,000.00; (c) payment by the Niibin

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Released Parties in the amount of $2,500,000.00; (d) payment by the Niizhwaaswi

Released Parties in the amount of $20,000,000.00; (e) payment by the Waawaatesi

Released Parties in the amount of $5,750,000.00; and (f) payment by the Giizis

Released Parties in the amount of $600,000.00. Collectively, the total of the

payments to the Fund is $37,350,000.00.

i. Payments into the Escrow Account. Subject to approval

by the District Court, the Fund shall be held in the Escrow

Account. Monies will be placed into the Fund, subject to

District Court oversight, by wire payment, as follows:

1. The Tribal Officials shall pay $1,000,000.00 into the Fund

within ten (10) days after entry of the Preliminary Approval

Order.

2. On or before ten days before the Final Approval Hearing, the:

(a) Tribal Officials shall pay the remaining $1,000,000.00 of

their Fund obligations into the Fund; (b) Niibin Released Parties

and the Niizhwaaswi Released Parties shall pay their respective

monetary obligations (as described in Section 3.4(b)(i) above) to

the Fund; (c) the Waawaatesi Released Parties shall pay

$3,833,333.35; and (d) the Giizis Released Parties shall pay

$400,000.00.

3. Within ten (10) days after the Effective Date, the Ningodwaaswi

Released Parties shall pay their monetary obligation (as

described in Section 3.4(b)(i) to the Fund).

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4. No later than July 1, 2025, the Waawaatesi Released Parties

shall pay the remaining $1,916,666.65 of their Fund obligations.

5. No later than July 1, 2025, the Giizis Released Parties shall pay

the remaining $200,000.00 of their Fund obligations.

6. There shall be no reverter of any monies paid into the Escrow

Account.

ii. Method of Payments from the Escrow Account. The

funds from the Escrow Account shall be distributed as

follows: (1) first, to pay any amount of service awards to

Plaintiffs approved by the District Court and attorneys’

fees and costs awarded by the District Court; (2) second,

to pay any other costs, fees, or expenses, including any

costs of notice and administration above $1,000,000.00;

and (3) third, to pay Cash Awards. Cash Awards to

eligible Settlement Class Members that shall be

determined based on the following claim amounts:

Tier 1: The dollar amount of all payments made by each Settlement Class
Member if the original principal amount of their loan was repaid and if
the Settlement Class Member resided in Arizona, Colorado, Connecticut,
Idaho, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Minnesota,
Montana, New Hampshire, New Jersey, New Mexico, North Carolina,
Ohio, South Dakota, Vermont, and Virginia, at the time the Settlement
Class Member took out the loan.

Tier 2: The dollar amount of payments made above the legal interest
limits in that respective state if the original principal amount of their loan
was repaid and if the Settlement Class Member resided in Alabama,
Alaska, California, Delaware, Florida, Georgia, Hawaii, Iowa, Louisiana,
Maine, Maryland, Michigan, Mississippi, Missouri, Nebraska, North
Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina,

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Tennessee, Texas, Washington, Washington D.C., or Wyoming at the

time the Settlement Class Member took out the loan.

Tier 3: Settlement Class Members in Nevada and Utah will not receive
cash payments.

For each Settlement Class Member who took out more than one

loan during the class period, his or her amount shall be calculated by

determining the Claim Amount for each loan and adding them together.

iii. Distributions to the Settlement Class. Cash Awards shall

be calculated and distributed to the Settlement Class

Members as follows:

1. Administrative Costs Reserve. Before making the pro rata

calculation below, and subject to approval of the Parties, the

Administrator shall provide an estimate of all costs to be

reasonably incurred by the Administrator through the

competition of the distribution of the Cash Awards.

2. Pro Rata Calculations. Each Settlement Class Member who

repaid the principal amount borrowed and is in Tier 1 or Tier 2,

shall be entitled to a Cash Award based on a pro rata calculation.

After calculation, Cash Awards shall be rounded down to the

nearest cent. Cash Awards will be paid to Tier 1 or Tier 2

Settlement Class Members only if their calculated Cash Award

is equal to or greater than two dollars ($2.00).

3. Payment of Cash Awards. Within sixty (60) days after the

Effective Date, the Administrator shall mail to each Tier 1 or

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Tier 2 Settlement Class Member a check in the amount of such

Tier 1 or Tier 2 Settlement Class Member’s Cash Award at the

most recent address shown in the Tribal Officials’ electronic

records or identified by the Administrator using the NCOA or

any equivalent database, or to any updated address provided by

the Tier 1 or Tier 2 Settlement Class Member to the

Administrator. Tier 1 and Tier 2 Settlement Class Members shall

be advised that the checks must be deposited or cashed within

ninety (90) days of the postmarked date. On the forty-fifth (45th)

day following the mailing of all Cash Awards, the Administrator

shall email all Tier 1 and Tier 2 Settlement Class Members

receiving a Cash Award a reminder to cash the check. After

ninety (90) days from the date of mailing (the “void date”), each

Cash Award check shall become void.

4. Remaining Funds. After the void date has passed, the Parties

and the Administrator shall confer regarding the disposition of

uncashed settlement payments. Specifically, the Parties and the

Administrator shall determine whether it is reasonable and

feasible to make a second distribution to Tier 1 and Tier 2

Settlement Class Members who cashed their initial checks. If it

is determined by the Parties and the Administrator that it is

reasonable and feasible, the Settlement Administrator shall

distribute the remaining Fund using the same procedure detailed

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in Sections 3.4(b)(v)(1)-(2), except that second distribution

payments shall not be made in amounts less than ten dollars

($10.00) to those Tier 1 and Tier 2 Settlement Class Members

who cashed their first check. If any residual funds remain in the

Fund after the second distribution, then such residual funds shall

be paid, with the approval of the District Court pursuant to the

cy pres doctrine, to a mutually agreed recipient as determined by

the Parties and approved by the Court. If the Parties do not agree

on a cy pres recipient(s), the Parties agree to submit the issue to

the District Court.

iv. Review Process and Monthly Reports Regarding Distribution of the Fund.

Before distributing payments to Tier 1 and Tier 2 Settlement Class

Members, the Administrator shall provide Class Counsel and counsel for

Defendants with its calculations of the Cash Awards, and the Tier 1 total

amount and Tier 2 total amount, in native electronic form, so that counsel

may confirm that the calculations are correct. If there is a dispute as to

the calculations, Class Counsel and counsel for Defendants shall attempt

to informally resolve the dispute, and if necessary, may thereafter seek the

District Court’s assistance in resolving the dispute. The Administrator

will provide monthly reports to the Parties on the distribution of the Fund

until such time as the Fund is fully paid to eligible recipients and depleted

or distributed as set forth in this Section 3.4(b) and Section 5.2. The

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Administrator also shall notify counsel to the Parties in writing when

settlement administration has been completed.

c. Other Consideration.

i. Dismissal of Appeal. Plaintiffs agree that they will not

oppose Defendants filing of additional motions to extend

the time to file the record and initial brief in the appeal of

this case currently pending before the Fourth Circuit,

Appeal Nos. 23-1929 and 23-1930. Plaintiffs agree that

the motion to extend may cite to the parties’ settlement

negotiations and which may request an extension date for

some time after the Preliminary Approval Hearing. If the

District Court grants preliminary approval of the

Settlement, the Parties agree to stay the Appeal pending

Final Approval of the Settlement subject to the approval

of the Fourth Circuit Court of Appeals. If the Fourth

Circuit Court of Appeals does not stay the Appeal pending

the Final Approval of the Settlement, the Parties agree to

work in good faith to effectuate the best solution to avoid

having to pursue the Appeal simultaneously while seeking

Final Approval of the Settlement. If the Court grants final

approval of the Settlement, Defendants will dismiss the

Appeal as moot.

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ii. Use of Documents from the Action. Tribal Officials

further agree that Plaintiffs can use previously produced

documents by them in this Action for use in any new

litigation or other matters that Class Counsel may bring on

behalf of the Settlement Class directly related to the causes

of action raised in any new litigation against anyone other

than the Released Parties (as defined in Section 4.1(a)

below), provided their confidentiality designations are

maintained and a comparable protective order governs

therein. If a protective order has not yet been entered in a

case and Plaintiffs need to use certain documents,

Plaintiffs agree to work with the Tribal Officials to file

such documents in a redacted version or under seal.

iii. Discovery in the Action or New Litigation. If Plaintiffs

request discovery from Tribal Officials in connection with

the Action or new litigation, then, without waiving claims

of privilege, sovereign immunity, or other objections and

while retaining the right and ability to seek any

appropriate relief to the full extent permitted by the

Federal Rules of Civil Procedure, the Federal Rules of

Evidence, and the local rules of the Court, Tribal Officials

agree to: (1) accept service of subpoenas through counsel

designated in Section 11.15; and (2) not contest the

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jurisdiction of the United States District Court for the

Western District of Virginia to adjudicate any dispute

related to subpoenas in any new litigation. Plaintiffs shall

provide Tribal Officials seven (7) days written notice

before seeking issuance of a subpoena for records in any

new litigation. Plaintiffs agree that they shall not seek

discovery from or relating in any way to: (1) the Niibin

Released Parties; (2) the Niizhwaaswi Released Parties;

(3) the Ningodwaaswi Released Parties; (4) the Pruett

Released Parties; (5) the Waawaatesi Released Parties; or

(6) the Gizzis Released Parties. Any information and

documents produced by the Tribal Officials under this

Section (the “Section 3.4(c)(iii) Discovery Information

and Documents”) shall be provided to counsel for the the

Niibin Released Parties, the Niizhwaaswi Released

Parties, the Ningodwaaswi Released Parties, the Pruett

Released Parties, the Waawaatesi Released Parties and the

Giizis Released Parties at the same time they are produced

to Plaintiff’s Counsel. Counsel for the Niibin Released

Parties, the Niizhwaaswi Released Parties, the

Ningodwaaswi Released Parties, the Pruett Released

Parties, the Waawaatesi Released Parties and the Giizis

Released Parties have the right to demand by written

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notice to Plaintiff’s Counsel that any Section 3.4(c)(iii)

Discovery Information and Documents relating in any

way to them be clawed back and returned to the Tribal

Officials (the “Clawed Back Section 3.4(c)(iii) Discovery

Information and Documents”) as if they had never been

produced. Plaintiff’s Counsel shall promptly return and

not use any Clawed Back Section 3.4(c)(iii) Discovery

Information and Documents in any way or for any

purpose.

iv. Loan-Level Data in Other Matters. The Tribal Officials

agree that Plaintiffs may use loan-level data from any

members of the Class to certify a class in the future against

any individuals or entities who are not Released Parties,

but may be liable to the Class. Plaintiffs acknowledge that

their use of such data will be done subject to appropriate

protections for confidentiality as well as in accordance

with federal laws regarding personal identifying

information, including those set forth in stipulated orders

in this action or the new litigation.

3.5 Plaintiffs’ Service Awards. No later than thirty (30) days before the Final Fairness

Hearing, Plaintiffs may apply to the District Court for Plaintiffs’ service awards of $15,000.00

each, totaling $120,000.00. Plaintiffs’ service awards will be paid first by the Administrator from

the Fund in the amounts approved by the District Court. The Settlement is not conditioned upon

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the District Court’s approval of the service awards sought by Plaintiffs. The service awards, if any,

shall be paid to Plaintiffs no earlier than the Effective Date and no later than fourteen (14) days

after the Effective Date.

3.6 Attorneys’ Fees and Costs. No later than thirty (30) days before the Final Fairness

Hearing, Plaintiffs may apply to the District Court for an award of attorneys’ fees and costs not to

exceed one-third of the Fund. Such attorneys’ fees and costs will be paid from the Fund in an

amount not to exceed $12,449,999.99 and as approved by the District Court. The Settlement is

not conditioned upon the District Court’s approval of the attorneys’ fees and costs sought by

Plaintiffs. The award of attorneys’ fees and costs, if any, shall be paid to Class Counsel by the

Administrator from the Fund no earlier than the Effective Date and no later than fourteen (14) days

after the Effective Date.

3.7 Costs of Notice and Administration. All costs of notice and administration are to

be paid from the Fund. Under no circumstances will the Released Parties be responsible for

payment of any additional costs of notice and administration beyond or separate from the amount

each Released Party is required to contribute to the Fund.

3.8 Total Payments to the Fund by Defendants. In no event shall the Released Parties

be required to pay any more than the amounts in Section 3.4, inclusive of (i) the amount of the

Fund as monetary consideration to the Settlement Class; (ii) notice and administration costs and

expenses; (iii) Class Counsel’s attorneys’ fees and/or litigation costs; (iv) Plaintiffs’ service

awards; and (v) any other fees or costs associated with this Settlement. Defendants shall bear the

responsibility to send the CAFA notice to the appropriate federal and state governments at its or

their own expense.

IV. RELEASES AND DISMISSAL

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4.1 Release. Upon the Effective Date of this Settlement, the following releases shall

be effective:

a. Released Parties. Each Plaintiff and each Settlement Class Member, on

behalf of themselves and their respective heirs, executors, administrators,

representatives, agents, attorneys, partners, successors, predecessors-in-interest,

and assigns, shall have fully, finally, and forever released the Tribal Released

Parties, in their individual and official capacities (as defined in Section 2.31 above),

the Niibin Released Parties (as defined in Section 2.19 above), the Niizhwaaswi

Released Parties (as defined in Section 2.20 above), the Ningodwaaswi Released

Parties (as defined in Section 2.21 above), the Pruett Released Parties (as defined

in Section 2.27 above), the Waawaatesi Released Parties (as defined in Section 2.36

above) and the Giizis Released Parties (as defined in Section 2.15 above) of any

and all rights, duties, obligations, demands, actions, causes of action, liabilities,

claims, grievances, suits, losses, damages, costs, fees, expenses, and controversies,

whether arising under local, state, tribal, foreign, territorial or federal law

(including, without limitation, under any consumer protection or unfair and

deceptive practices laws) or equity, whether by constitution, statute, rule,

regulation, any regulatory promulgation, contract, tort, common law, or any other

theory of action, whether known or unknown, suspected or unsuspected, asserted

or unasserted, foreseen or unforeseen, actual or contingent, matured or un-matured,

contingent or fixed, accrued or unaccrued, punitive or compensatory, choate or

inchoate, liquidated or unliquidated, based on any fact known or unknown that

could have been brought against them by Settlement Class Members related in any

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way to the loans originated by any LDF Tribal Corporation between July 24, 2016,

and October 1, 2023 (the “Releases”). Collectively, the Tribal Released Parties, the

Niibin Released Parties, the Niizhwaaswi Released Parties, the Ningodwaaswi

Released Parties the Pruett Released Parties, the Waawaatesi Released Parties and

the Giizis Released Parties shall be referred to as the “Released Parties” (or

“Released Party” individually).

b. The Releases set forth in the immediately preceding paragraphs constitute

a waiver of Section 1542 of the California Civil Code and any similar or

comparable provisions, rights, and benefits conferred by the law of any state or

territory of the United States or any jurisdiction, and any principle of common law,

which provide:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN

BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER

SETTLEMENT WITH THE DEBTOR.

Plaintiffs and each Settlement Class Member understand and acknowledge

the significance of these waivers of California Civil Code Section 1542 and/or of

any other applicable law relating to limitations on releases. In connection with such

waivers and relinquishment, Plaintiffs and each Settlement Class Member

acknowledge that they are aware that they may hereafter discover facts in addition

to, or different from, those facts which they now know or believe to be true with

respect to the subject matter of the Settlement, but that they release fully, finally

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and forever all Released Claims, and in furtherance of such intention, the release

will remain in effect notwithstanding the discovery or existence of any such

additional or different facts.

4.2 Scope of Release. The Releases in Section 4.1 shall apply to Plaintiffs and all

Settlement Class Members as of the Effective Date of this Settlement. Any Settlement Class

Members who do not wish to be subject to these releases shall have the right to exclude themselves

by way of the general opt-out procedures set forth in Section 7.2 of this Agreement and the

Preliminary Approval Order. For the avoidance of doubt, neither this Settlement Agreement, nor

the definition of Released Parties, or Released Claims shall release any claims or causes of action

against the Non-Tribal Unreleased Parties (as defined in Section 2.22 above).

4.3 Dismissal. Provided that the Final Approval Order is entered, the Parties shall

work together to file stipulations or other appropriate documents requesting dismissal of the Action

as to the Defendants with prejudice within ten (10) days of the Effective Date. Defendants shall

also dismiss their appeal as moot consistent with Section 3.4(c)(i) above.

V. NOTICE AND SETTLEMENT ADMINISTRATION

5.1 Settlement Administrator. Subject to approval by the District Court, the

Administrator shall be responsible for administering the Settlement in accordance with this

Agreement and applicable orders from the Court. The Administrator may disburse money from

the Fund only in accordance with this Agreement and applicable orders of the Court. The actions

of the Administrator shall be governed by the terms of this Agreement. The Parties shall provide

information reasonably requested by the Administrator pursuant to this Agreement.

5.2 Costs of Notice and Administration. The costs of notice and administration shall

be paid entirely from the Fund.

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5.3 Class Notice. Notice consistent with the due process requirements of Fed. R.

Civ. P. 23 shall be provided within thirty (30) days following entry of the Preliminary Approval

Order, as follows:

a. Direct Notice, substantially in the form attached hereto as Exhibit 1 or as

modified by the District Court with the consent of all Parties, will be sent via

electronic mail (email) to Settlement Class Members within thirty (30) days after

the date of entry of the Preliminary Approval Order at the most recent email address

shown in the Tribal Officials’ electronic records, as maintained in the ordinary

course of business, for the loan at issue.

b. Direct Notice, substantially in the form attached hereto as Exhibit 1 or as

modified by the District Court with the consent of all Parties, will be mailed, via

first class mail, to Settlement Class Members whose email notice results in a

bounce-back email. Mailing addresses will be run once through the NCOA, or any

other postal address verification database that the Administrator deems proper,

prior to mailing. Returned Direct Notices will be re-mailed if they are returned

within 20 days of the postmark date of the Direct Notice and contain a forwarding

address. No further e-mailed or mailed notice shall be required except as otherwise

expressly provided herein.

c. The Administrator will establish and maintain a website, using a domain

name approved by all Parties, on which will be posted the Direct Notice as well as

the Class Action Complaint; this Agreement; any motions and memoranda seeking

approval of this Settlement, approval of attorneys’ fees and costs, or approval of

Plaintiffs’ service awards; any orders of the District Court relating to this

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Settlement; and any other information the Parties believe necessary and

appropriate. The Direct Notice shall direct recipients to the location of the website.

The website shall make available a form that allows Settlement Class Members to

update their mailing addresses; Settlement Class Members may also contact the

Administrator by telephone or mail to update their mailing addresses. Within sixty

(60) days after entry of the Preliminary Approval Order, the website shall allow

Class Members to determine whether they are eligible for a Cash Award by entering

their unique identifier (provided on the Direct Notice or available by calling the

Administrator) and last name. The website shall become active within ten (10) days

after the District Court’s entry of the Preliminary Approval Order and shall remain

active until at least thirty (30) days after administration of the Settlement has

concluded. The Parties shall have the right to audit the work of the Administrator

at any time.

d. Defendants shall ensure compliance with the notice provisions of the Class

Action Fairness Act (“CAFA”), and approval dates will be set in accordance with

CAFA.

5.4 Certification to the District Court. No later than twenty-one (21) days before the

Final Fairness Hearing, the Administrator and/or its designees shall file a declaration with the

District Court verifying that notice has been provided to the Settlement Class in accordance with

this Agreement and the District Court’s Preliminary Approval Order.

VI. DISPUTE RESOLUTION

6.1 Dispute Resolution. The Parties agree to meet and confer in good faith regarding

any dispute relating to this Settlement or to administration of this Settlement. Any dispute that

cannot be resolved by the Parties shall be submitted, not earlier than thirty (30) days after written

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notice of the dispute was first given, to the Honorable Jane Marum Roush (Ret.) for a non-binding

neutral evaluation. To initiate the neutral evaluation, the Parties agree to execute The McCammon

Group’s “Agreement For Neutral Evaluation Services” found at

[Link]/services/early-neutral-evaluation. In the event any Party disagrees with the

neutral evaluation, the Party must file a motion in the Action to address the issue within ten (10)

days of receiving the neutral evaluation, which shall be reviewed by the Court on a de novo basis

with no presumption of correction.

VII. PRELIMINARY APPROVAL ORDER AND FINAL FAIRNESS

HEARING

7.1 Preliminary Approval Order. Class Counsel will seek the District Court’s

approval of this Settlement by filing an appropriate Motion for Preliminary Approval and seeking

entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit 2.

7.2 Opt-Out/Requests for Exclusion from Settlement.

a. Requests for Exclusion. Prospective Settlement Class Members shall be

given the opportunity to opt out of the Settlement Class. All requests by prospective

Settlement Class Members to be excluded must be in writing and mailed to the

Administrator, postmarked no later than forty-five (45) days before the Final

Approval Hearing. An appropriate written request for exclusion can be found on

the website in the form of Exhibit 4 or must be personally signed by the prospective

Settlement Class Member and must include: (i) the name of this Action; (ii) the

prospective Settlement Class Member’s name, address and telephone number; and

(iii) the following statement: “I request to be excluded from the class settlement in

this case.” No Settlement Class Member, or any person acting on behalf of or in

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concert or participation with that Settlement Class Member, may exclude any other

Settlement Class Member from the Settlement Class.

b. Delivery to Parties/Filing with District Court. The Administrator shall

provide copies of the original requests for exclusion to the Parties by no later than

five (5) days after the opt-out deadline. Not later than twenty-one (21) days before

the Final Fairness Hearing, the Administrator shall file with the District Court a

declaration that lists all the opt-outs received.

c. Effect. All prospective Settlement Class Members who timely exclude

themselves from the Settlement Class will not be eligible to receive any

consideration pursuant to this Agreement and will not be bound by any further

orders or judgment in this Action and will preserve their ability to independently

pursue any individual claims they may have against the Released Parties. In the

event of ambiguity as to whether a Settlement Class Member has requested to be

excluded, the Settlement Class Member shall be deemed not to have requested

exclusion.

7.3 Objections to Settlement.

a. Right to Object. Any Settlement Class Member who has not previously

opted out as provided in Section 7.2 may appear at the Final Fairness Hearing to

argue that the Agreement should not be approved and/or to oppose the service

awards to Plaintiffs. Any Settlement Class Member who wishes to object to the

Agreement must file a written objection with the District Court no later than the

date specified by subsection (b) of this section. Settlement Class Members who fail

to timely file and serve written objections shall be deemed to have waived any

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objections and shall be foreclosed from making any objection (whether by appeal

or otherwise) to this Agreement.

b. Deadline. Any such objection must be filed or submitted by mail to the

District Court in a writing postmarked no later than forty-five (45) days before the

Final Approval Hearing. Copies of all objections must also be mailed or e-mailed

to the Administrator, who shall forward by email immediately upon receipt copies

of the objections and all related papers to counsel for the Parties.

c. Content of Objections. All objections must include: (i) the name of this

Action; (ii) the objector’s name, address, telephone number and e-mail address; (iii)

your account number with the Settlement Class Member’s lender; (iv) a sentence

confirming that he or she is a Settlement Class Member; (v) any factual basis and

legal grounds for the objection to the Agreement; and (vi) a list of any prior cases

in which the objector’s counsel have objected to a class settlement. Counsel

representing an objecting Settlement Class Member must enter an appearance in

this Action. If an objector wants to appear personally at the Preliminary Approval

Hearing and Final Approval Hearing, the objector must state this in his or her

objection.

The right to object to the Settlement must be exercised individually by a Settlement

Class Member or through his or her attorney, and not as a member of a group, class,

or subclass.

VIII. FINAL APPROVAL OF SETTLEMENT AND OTHER CONDITIONS

8.1 Final Approval Order. On a date to be set by the District Court, Plaintiffs will

petition the District Court to enter the Final Approval Order in this Action in the form attached as

Exhibit 3. The Final Approval Order that the Parties propose to the District Court will provide:

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a. That the Action, for purposes of this Agreement, may be maintained as a

class action on behalf of the Settlement Class;

b. That Plaintiffs fairly and adequately represent the interests of the Settlement

Class;

c. That Class Counsel fairly and adequately represent Plaintiffs and the

Settlement Class;

d. That the Direct Notice and Internet Notice satisfy the requirements of due

process, the Federal Rules of Civil Procedure and any other applicable laws;

e. That the Agreement is fair, reasonable, and adequate to the Settlement Class

and that each Settlement Class Member shall be bound by the Agreement, including

the releases contained in Section IV above;

f. That the Agreement represents a fair resolution of all claims asserted on

behalf of the Settlement Class and fully and finally resolves all such claims;

g. That this Agreement should be, and is, approved;

h. The amounts of Plaintiffs’ service awards;

i. Confirmation of the opt outs from the Agreement;

j. Overruling of objections, if any;

k. Dismissal of the Action, on the merits and with prejudice, of all claims and

an injunction prohibiting all Settlement Class Members or their representatives or

privies from bringing, joining, or continuing to prosecute against the Released

Parties any Released Claims and entering judgment thereon; and

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l. Retention of jurisdiction of all matters relating to the modification,

interpretation, administration, implementation, effectuation and enforcement of this

Agreement.

IX. TERMINATION OF SETTLEMENT

9.1 Non-Approval of Settlement. If the District Court declines to preliminarily or

finally approve, or requires material modification of the Agreement, the Parties shall request that

the Action be stayed as to Defendants for a period of sixty (60) days to allow the Parties to meet

and confer in good faith with regard to how to address any questions raised and/or changes required

by the District Court, including whether to accept the Agreement as modified by the District Court

or modify the Agreement for resubmission to the District Court for approval. If within sixty (60)

days after entry of the District Court’s order denying preliminary or final approval or requiring

material modification of the Agreement, the Parties do not agree to accept the Agreement as

modified by the District Court or fail to agree to modify the Agreement for resubmission to the

District Court for approval, any Party may unilaterally terminate the Agreement by providing

written notice of this election to all Parties. In such an event, nothing in this Agreement or filed in

connection with seeking settlement approval shall be construed as an admission or concession of

any fault, wrongdoing, or liability of any kind, nor are Defendants estopped or otherwise precluded

from challenging any of the allegations in further proceedings in the Action or any other action.

Moreover, the Parties shall be deemed to have preserved all their rights or defenses as of the date

that Plaintiffs initiated the Action and shall not be deemed to have waived any substantive or

procedural rights of any kind that they may have as to each other or any member of the Settlement

Class. Likewise, in the event that this Agreement is approved without material modification by the

District Court, but is later reversed or vacated on appeal, each of the Parties shall have the right to

withdraw from this Agreement and return to the status quo ante as of the date that Plaintiffs

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initiated the Action for all litigation purposes, as if no agreement had been negotiated or entered

into, and shall not be deemed to have waived any substantive or procedural rights of any kind that

they may have as to each other or any member of the Settlement Class.

9.2 Right to Withdraw for Excessive Opt-Outs. If the number of Settlement Class

Members who request exclusion exceeds three percent (3%) of the Settlement Class, any one of

the Released Parties may withdraw from this Agreement in his, her, or its sole discretion and the

Plaintiffs and such withdrawing Released Party shall be returned to the status quo ante as to such

withdrawing Released Party as of the time that Plaintiffs initiated the Action for all litigation

purposes, as if no settlement had been negotiated or entered into with such withdrawing Released

Party. If one or more of the Released Parties exercises this right to withdraw from this Agreement,

it shall provide Class Counsel with written notice of this election no later than twenty (20) days

after the opt-out deadline. The withdrawal of a Released Party from this Settlement pursuant to

this section shall not affect the Settlement’s validity, enforceability, or terms as to the remaining

Parties.

X. TAX TREATMENT OF THE FUND

10.1 Other than the amounts paid pursuant to Section 3.4(b)(i)(1), the dollar amounts

of the Fund held in the Escrow Account shall be deemed to be in the custody of the District Court

until the Effective Date. After the Effective Date, the Funds in the Escrow Account shall belong

to the beneficiaries of the Settlement, for the payment of attorney’s fees and costs, taxes (if any),

Plaintiffs’ service awards, and funding of Cash Awards to Tier 1 and Tier 2 Settlement Class

Members. Such funds shall not escheat and shall remain subject to the jurisdiction of the District

Court until such time as the money in the Fund shall be disbursed pursuant to the terms of this

Agreement, or further order of the Court.

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10.2 The Fund shall be established and maintained in accordance with Treasury

Regulation 26 C.F.R. §1.468B-1 et seq. by the Administrator subject to the terms of this

Agreement and the Court’s preliminary and final approval orders. The Parties agree that the

Escrow Account is intended to be maintained as a “qualified settlement fund” within the meaning

of Treasury Regulation § 1.468B-1. The Administrator shall timely make, or cause to be made,

such elections as necessary or advisable to carry out the provisions of this Paragraph, including

the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the earliest permitted

date. Such election shall be made in compliance with the procedures and requirements contained

in such regulations. It shall be the sole responsibility of the Administrator to timely and properly

prepare and deliver, or cause to be prepared and delivered, the necessary documentation for

signature by all necessary parties, and thereafter take all such actions as may be necessary or

appropriate to cause the appropriate filing(s) to occur.

i. For the purposes of Section 468B of the Internal Revenue Code of 1986,

as amended, and Treasury Regulation § 1.468B promulgated thereunder,

the “administrator” shall be the Administrator, who shall be responsible

for timely and properly filing, or causing to be filed, all informational and

other federal, state, or local tax returns necessary or advisable with respect

to the earnings on the Fund deposited in the Escrow Account (including

without limitation the returns described in Treas. Reg. § 1.468B-2(k)).

Those tax returns (as well as the election described above) shall be

consistent with this subparagraph and in all events shall reflect that all

Taxes (including any estimated taxes, earnings, or penalties) on income

earned on the Funds deposited in the Escrow Account (if any) shall be paid

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out as provided in this Agreement. Notwithstanding this obligation, the

Parties agree that the Fund will not earn income.

ii. All Taxes shall be paid by the Escrow Agent out of the Settlement Fund.

iii. Taxes (if any) shall be treated as, and considered to be, a cost of

administration of the Settlement and shall be timely paid, or caused to be

paid, by the Escrow Agent out of the Fund without prior order from the

Court, and the Escrow Agent and the Settlement Class Administrator shall

be obligated (notwithstanding anything herein to the contrary) to withhold

from distribution to eligible Settlement Class Members any funds

necessary to pay such amounts (as well as any amounts that may be

required to be withheld under Treasury Regulation § 1.468B-2(1)(2)).

iv. Settlement Class Members shall provide any and all information that the

Settlement Class Administrator may reasonably require or that is required

by applicable law regarding Taxes and filings and reporting for Taxes,

before any distributions are made to Settlement Class Members as

contemplated hereby, and the Settlement Class Administrator may,

without liability to the Settlement Class Members, delay those

distributions unless and until such information is provided in the form

required by the Settlement Class Administrator. The Settlement Class

Administrator shall take all reasonable steps to minimize the disclosure

and submission burden on Settlement Class Members.

XI. MISCELLANEOUS PROVISIONS

11.1 Further Assurance. Each of the Parties shall execute all documents and perform

all acts necessary and proper to effectuate the terms of this Agreement.

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11.2 No Admission of Liability. It is expressly recognized and accepted by Plaintiffs

that Defendants and all Released Parties deny any liability and that Defendants are settling solely

to avoid the cost and inconvenience of litigation.

11.3 Evidentiary Preclusion. Neither this Agreement, nor any act performed or

document executed pursuant to or in furtherance of the Agreement: (a) is or may be deemed to be

or may be used as an admission of, or evidence of, the validity of any claim, or of any wrongdoing

or liability of Defendants or Released Parties; or (b) is or may be deemed to be or may be used as

an admission of, or evidence of, any fault or omission of Defendants or Released Parties in any

civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal.

In addition, except for purposes of demonstrating the validity of this Agreement or its terms,

neither the fact of, nor any documents relating to, any Defendant’s withdrawal from the

Agreement, any failure of the District Court to approve the Agreement, and/or objections or

interventions may be used as evidence for any purpose whatsoever. Defendants and the Released

Parties may file this Agreement in any action or proceeding that may be brought against them in

order to support a defense or counterclaim based on principles of res judicata, collateral estoppel,

release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion

or issue preclusion or similar defense or counterclaim.

11.4 Consent to Jurisdiction for Enforcement. Defendants agree that for settlement

purposes only, and without waiving any objections or arguments in this or any other case, including

as to subject-matter jurisdiction and personal jurisdiction, to submit to the jurisdiction of the United

States District Court for the Western District of Virginia for the sole purpose of enforcement of

the Agreement.

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11.5 Entire Agreement. This Agreement constitutes the entire agreement between

and among the parties with respect to the settlement of the Action as to Defendants. This

Agreement supersedes all prior negotiations and agreements. The Parties, and each of them,

represent and warrant that no other party or any agent or attorney of any of the Parties has made

any promise, representation, or warranty whatsoever not contained in this Agreement and the other

documents referred to in this Agreement to induce them to execute the same. The Parties, and each

of them, represent and warrant that they have not executed this Agreement, or the other documents

referred to in this Agreement, in reliance on any promise, representation or warranty not contained

in this Agreement and the other documents referred to in this Agreement.

11.6 Confidentiality. Subject to order of the District Court, any and all drafts of this

Agreement and other settlement documents relating to the negotiations between the Parties will

remain confidential and will not be disclosed or duplicated except as necessary to obtain

preliminary and/or final court approval. This provision will not prohibit the Parties from

submitting this Agreement to the District Court to obtain preliminary and/or final approval of the

settlement.

11.7 Successors and Assigns. This Agreement shall be binding upon, and inure to

the benefit of, the heirs, successors, and assigns of the Parties.

11.8 Immediate Suspension of Proceedings. The Parties agree to stay the Action as

to Defendants. The Parties shall request that the Action be stayed to allow the Settlement to be

completed, maintaining the procedural posture of the case pending final approval.

11.9 Competency of the Parties. The Parties, and each of them, acknowledge,

warrant, represent, and agree that in executing and delivering this Agreement, they do so freely,

knowingly, and voluntarily, that they had an opportunity to and did discuss its terms and their

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implications with legal counsel of their choice, that they are fully aware of the contents and effect

of this Agreement, and that such execution and delivery is not the result of any fraud, duress,

mistake, or undue influence whatsoever.

11.10 Authority. Each Plaintiff and each Defendant warrants that he, she or it is

authorized to sign this Agreement.

11.11 Modification. No modification of or amendment to this Agreement shall be

valid unless it is in writing and signed by all Parties hereto or agreed to on the record in the District

Court.

11.12 Construction. Each of the Parties has cooperated in the drafting and preparation

of this Agreement. Hence, in any construction to be made of this Agreement, the Agreement shall

not be construed against any of the Parties. Before declaring any provision of this Agreement

invalid, the District Court shall first attempt to construe the provision as valid to the fullest extent

possible consistent with applicable precedent so as to find all provisions of this Agreement valid

and enforceable. After applying this rule of construction and still finding a provision invalid, the

District Court shall thereupon interpret the invalid provision to the fullest extent possible to

otherwise enforce the invalid provision. The invalidity of any one provision shall not render this

Agreement otherwise invalid and unenforceable unless the provision found to be invalid materially

affects the terms of this Agreement after application of the rules of construction set forth in this

paragraph.

11.13 No Waiver. The failure of any of the Parties to enforce at any time any provision

of this Agreement shall not be construed to be a waiver of such provision, or any other provision,

nor in any way to affect the validity of this Agreement or any part hereof, or the right of any of the

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Parties thereafter to enforce that provision or each and every other provision. No waiver of any

breach of this Agreement shall constitute or be deemed a waiver of any other breach.

11.14 Governing Law. This Agreement shall be governed by, construed, and enforced

in accordance with the laws of the Commonwealth of Virginia, including all matters of

construction, validity, performance, and enforcement and without giving effect to the principles of

conflict of laws.

11.15 Notices/Communications. All requests, demands, claims, and other

communications hereunder shall: (a) be in writing; (b) delivered by U.S. mail and electronic mail;

(c) be deemed to have been duly given on the date received; and (d) be addressed to the intended

recipient as set forth below:

If to Plaintiffs or the Settlement Class:

Kristi C. Kelly
KELLY GUZZO PLC
3925 Chain Bridge Road, Suite 202
Fairfax, VA 22030
Email: kkelly@[Link]

If to the Tribal Officials:

Patrick J. McAndrews,
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Email: pmcandrews@[Link]

and

Andrew Adams III

HOGEN ADAMS PLLC
1935 County Road B2 W., Suite 460
Saint Paul, MN 55113
Email: aadams@[Link]

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If to the Niibin Released Parties, the Niizhwaaswi Released Parties, the

Ningodwaaswi Released Parties, the Pruett Released Parties or the Giizis Released
Parties

David N. Anthony
TROUTMAN PEPPER HAMILTON SANDERS LLP
1001 Haxall Point
Richmond, VA 23218
Email: [Link]@[Link]

If to the Waawaatesi Released Parties

Michael N. Feder
DICKINSON WRIGHT
3883 Howard Hughes Parkway, Suite 800
Las Vegas, NV, 89169
Email: mfeder@[Link]

and

Blake Sims
HUDSON COOK, LLP
9431 Bradmore Lane, Suite 201
Ooltewah, TN 37363
Email: bsims@[Link]

Each of the Parties may change the address to which requests, demands, claims, or other

communications hereunder are to be delivered by giving the other Parties notice in the manner set

forth herein.

11.16. Counterparts. This Agreement may be executed in one or more counterparts

and, if so executed, the various counterparts shall be and constitute one instrument for all purposes

and shall be binding on each of the Parties that executed it, provided, however, that none of the

Parties shall be bound unless and until all Parties have executed this Agreement. For convenience,

the several signature pages may be collected and annexed to one or more documents to form a

complete counterpart. Photocopies of executed copies of this Agreement may be treated as

originals.

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11.17. Confirmatory Discovery. This Settlement was negotiated based on information,

data and documents provided to Plaintiffs’ Counsel by the Tribal Officials. This Agreement shall

be subject to additional reasonable confirmatory discovery by Plaintiffs of the Tribal Officials, of

facts necessary to reasonably confirm the material information provided to Class Counsel during

settlement negotiations, including class size and composition, loan amounts, etc. Any information,

data and documents produced by the Tribal Officials under this Section (the “Section 11.17

Confirmatory Discovery”) shall be provided to counsel for the Niibin Released Parties, the

Niizhwaaswi Released Parties, the Ningodwaaswi Released Parties, the Pruett Released Parties,

the Waawaatesi Released Parties and the Giizis Released Parties at the same time they are

produced to Class Counsel. Counsel for the Niibin Released Parties, the Niizhwaaswi Released

Parties, the Ningodwaaswi Released Parties, the Pruett Released Parties, the Waawaatesi Released

Parties and the Giizis Released Parties have the right to demand by written notice to Class Counsel

that any Section 11.17 Confirmatory Discovery as to them beyond the facts necessary to

reasonably confirm the material information provided to Class Counsel during settlement

negotiations, including class size and composition, loan amounts, etc. be clawed back and returned

to the Tribal Officials (the “Clawed Back Section 11.17 Confirmatory Discovery”) as if they had

never been produced. Plaintiff’s Counsel shall promptly return and not use any Clawed Back

Section 11.17 Confirmatory Discovery in any way or for any purpose. This Section 11.17

Confirmatory Discovery shall be completed prior to moving for preliminary approval. In the event

the information obtained through Section 11.17 Confirmatory Discovery from the Tribal Officials

differs materially from the information provided by the Tribal Officials in mediation, the Parties

will negotiate, and if necessary mediate, to determine whether the Settlement should be amended.

The Parties agree to enter into a separate agreement limiting Plaintiffs’ disclosure and use of the

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Section 11.17 Confirmatory Discovery.

11.18 Cooperation. The Parties, and their respective counsel, agree to cooperate with

each other and do all things reasonably necessary to obtain preliminary approval of the Settlement;

to obtain final approval of the Settlement; and to otherwise ensure that a fully effective final

approval of the Settlement occurs. In the event the District Court disapproves or sets aside this

Agreement or any material part hereof for any reason, then the Parties will either jointly agree to

accept the Agreement as modified by the Court or engage in negotiations in an effort to jointly

agree to modify the Agreement for resubmission to the District Court for approval.

11.19 Limited Waiver of Claim of Sovereign Immunity. For the limited purpose only

of enforcing this Settlement Agreement by Settlement Class Members, the Tribal Officials make

a limited waiver of their claims to sovereign immunity from suit. Except as expressly set forth

herein, nothing contained in this Agreement shall be construed as a waiver of any rights or

privileges belonging to the Lac du Flambeau Band of Lake Superior Chippewa Indians, L.D.F.

Business Development Corporation, L.D.F. Holdings, LLC, the LDF Tribal Corporations and

each of their current, past, and future affiliates, subsidiaries, parents, insurers, and all of the

respective directors, officers, general and limited partners, shareholders, managers, investors,

vendors, representatives, employees, members, agents, attorneys, accountants, successors, and

assigns, including sovereign immunity from judicial process, all of which are otherwise reserved.

The Parties acknowledge and agree that the Tribal Officials’ waiver of sovereign immunity and

consent to jurisdiction set forth in this Agreement does not extend to the benefit of any third-party.

11.20 Non-payment by the Waawaatesi Released Parties. As established by Section

3.4(b)(i)(4), the Waawaatesi Released Parties shall pay the remaining $1,916,666.65 of their Fund

obligations no later than July 1, 2025. In the event of non-payment of any such amount, this

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settlement shall be null and void (including Section 3.4(c)(iii)) provided that: (1) Class Counsel

provide written notice of the default to the Waawaatesi Released Parties’ counsel; and (2) the

Waawaatesi Released Parties do not cure the non-payment within fourteen (14) business days. If

the Waawaatesi Released Parties do not cure the default within fourteen (14) business days, the

Plaintiffs may commence litigation against the Waawaatesi Released Parties, and the amounts paid

by the Waawaatesi Released Parties shall be forfeited and not subject to recoupment by the

Waawaatesi Released Parties. The Waawaatesi Released Parties would be entitled to a setoff/credit

for any prior payments.

11.21 Non-payment by the Giizis Released Parties. As established by Section 3.4(b)(i)(5),

the Giizis Released Parties shall pay the remaining $200,000.00 of their Fund obligations no later

than July 1, 2025. In the event of non-payment of any such amount, this settlement shall be null

and void (including Section 3.4(c)(iii)) provided that: (1) Class Counsel provide written notice of

the default to the Giizis Released Parties’ counsel; and (2) the Giizis Released Parties do not cure

the non-payment within fourteen (14) business days. If the Giizis Released Parties do not cure the

default within fourteen (14) business days, the Plaintiffs may commence litigation against the

Giizis Released Parties, and the amounts paid by the Giizis Released Parties shall be forfeited and

not subject to recoupment by the Giizis Released Parties. The Giizis Released Parties would be

entitled to a setoff/credit for any prior payments.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates

set forth below.

[SIGNATURES ON FOLLOWING PAGES]

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Dated: 2024
tori Fitzgerald

Dated: 2024
Aaron Fitzgerald

Dated: 2024 By:

Kevin Williams
Plaintiff

Dated: 2024

2024 By:
-
Dated:
Daniel Goodman
Plaintiff

Dated: 2024 8.,' _

Gustinna Wadu JaYamalee De Silva
P1aintiff

Dated: 2024 P.,. _

John Tucker
Plaintitr

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Dated: _____________________, 2024 KELLY GUZZO PLC

By:
Kristi C. Kelly

Attorney for Plaintiffs

Dated: __7-16-2024____________, 2024 SPENCER FANE LLP

By:
Patrick McAndrews

Attorney for the LDF Tribal Corporations

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Exhibit 1
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Return Address Box 123
Return City, ST 12345-6789

E1234 0000001 P01 T00001 ************5-DIGIT 12345

John Q. Sample
123 Any Street
Any Town, PA 12345-6789
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If You Obtained a Loan from

Lendgreen, LendUMo, Zfunds, Makwa Financial, Brightstar Cash, National
Small Loan, Bear Claw Lending, Sky Trail Cash, Loan at Last, Nine Torches,
Bridge Lending Solutions, Lakeshore Loans, UbiCash, Cash Aisle,
MitigCapital, Avail Blue, Evergreen Services, Blue River Lending, Quick Help
Loans (Greenline), or Radiant Cash,

You Could Get Loan Forgiveness and a Cash Payment from a Settlement.
A federal court ordered this notice. This is not a solicitation from a lawyer.

• Read this Notice. It states your rights and provides you with information regarding a proposed nationwide Class
Action settlement (“Settlement”) against a number of individuals and entities involved in the making and collecting of
online loans originated by the 20 lending entities, listed above, associated with the Lac de Flambeau Band of Lake
Superior Chippewa Indians (the “Tribe”), which are referred to here as the LDF Lending Companies. The settling
parties listed below are known here as the Released Parties.
• This Notice is a summary of information about the Settlement and explains your legal rights and options because you are
a member of the class of borrowers who will be affected if the Settlement is approved by the Court. The complete terms
of the proposed Settlement are available at the Settlement website, [Link]. You may also contact
Class Counsel for further details and advice.
• A lawsuit was brought on behalf of all individuals who obtained a loan from any of the LDF Lending Companies against
officials of the Tribe (“Tribal Officials”), entities, and individuals alleged to be involved in the Companies’ operations.
The lawsuit claimed that the disputed loans were made at annual interest rates greater than what is permitted by state law,
or the lenders did not have a license to lend when one was required, allegedly making the loans illegal, deceptive, or
unfair under various state and federal laws. The defendants and other Released Parties denied all allegations in this
lawsuit.
• As part of the proposed Settlement, all loans issued by the LDF Lending Companies between July 24, 2016, and October
1, 2023, will be cancelled if still unpaid, totaling approximately $1.4 billion in cancelled debt. Class members who do
not exclude themselves from the Settlement will also receive automatic cash payments from a $37,350,000.00 ($37.35
million) fund based on applicable state laws and the amounts paid on their loans, as well as other benefits outlined below.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

You will remain a member of the Settlement Class and may be eligible for benefits,
DO NOTHING including debt cancellation. You will give up rights to ever sue the Released Parties
about the legal claims that are in the lawsuits.

You can opt out of the Settlement, and you will not be eligible for any benefits,
including any cash payments. This is the only option that allows you to keep any rights
EXCLUDE
you have to bring, or to become part of, another lawsuit involving the claims being
YOURSELF
settled. There is no guarantee that another lawsuit would be successful or would lead
to a larger or better recovery than this Settlement.

OBJECT TO THE If you do not exclude yourself, you may write to the Court about why you don’t like
SETTLEMENT the Settlement or why the Court should not approve it.

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1. WHY IS THERE A NOTICE?

This Notice is about a proposed nationwide Settlement that will be considered by the United States District Court in
Charlottesville, Virginia (the “Court”). The Settlement must be approved by the Court.

The Plaintiffs’ claims are being settled in the United States District Court for the Western District of Virginia in the case styled,
Lori Fitzgerald v. Joseph Wildcat, Sr., No. 3:20-cv-00044.

2. WHAT IS THIS LAWSUIT ABOUT?

The claims involved in the Settlement arise out of loans made in the name of the LDF Lending Companies, which are owned by
the Tribe.

The Plaintiffs in this case claim that the individuals and entities behind the LDF Lending Companies, including the Tribal Officials
and other non-tribal participants, violated federal and various state laws by making and collecting loans with annual interest rates
in excess of the amount allowed by state laws. Plaintiffs sought to prevent the Tribal Officials and others from collecting on these
loans and also pursued monetary damages.

The Tribal Officials and other Released Parties vigorously deny any wrongdoing. They assert that the loans are legal because the
rates and terms were authorized under the laws of the Tribe that owns and operates the LDF Lending Companies, and because the
borrowers each explicitly agreed that tribal law governed the loan(s). The Released Parties also defend the consumers’ claims on
a number of additional grounds, including that the loans’ rates and terms were fully disclosed, that the loans benefitted the
consumers, that officials of the Tribe are immune from suit, and that consumers agreed to arbitrate any disputes.

Important case documents may be accessed at the Settlement website, [Link].

3. WHY IS THIS A CLASS ACTION?

In a class action or proceeding, one or more people, called class representatives, bring an action on behalf of people who have
similar claims. All the people who have claims similar to the class representatives are a class or class members, except for those
who exclude themselves from the class. Here, the Plaintiffs have filed a lawsuit on behalf of the Class against officials of the
Tribe and other individuals and entities who were involved in the lending enterprise.

4. HOW DO I KNOW IF I AM INCLUDED IN THE SETTLEMENT?

You are a member of the Settlement Class and would be affected by the Settlement if you entered into a loan from any of the LDF
Lending Companies between July 24, 2016, and October 1, 2023.

If you received this Notice, we believe you are a member of the Settlement Class, and you will be a Settlement Class Member
unless you exclude yourself.

5. WHAT DOES THE SETTLEMENT PROVIDE?

The Released Parties have agreed to provide the following benefits and others more fully described at the Settlement website,
[Link]:

Monetary Consideration: A $37,350,000.00 ($37.35 million) fund will be created from contributions by the Released Parties
to provide cash payments to Class Members after paying any service awards to the named Plaintiffs, attorneys’ fees, and the costs
of providing notice to the class members and administering the Settlement. If the Court approves the Settlement, and if you are
entitled to any payment, a check for your portion will be automatically mailed to you.

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The amount of your check will depend on what you paid in principal and/or what you paid in interest above your state’s legal
limits, as well as the amount of money available in the settlement fund. The list of the rates by state used in the Settlement is
available at the Settlement website, [Link]. You will receive only a proportionate share of the recovery (because the
total in settlement funds available likely will not be enough to pay everyone for the full amount paid on their loan). You may
also go to the website to determine if you would receive a payment, and you can contact the Administrator, using the contact
information below, to get an estimate of the amount you likely would receive if the Settlement is approved.

The Settlement Administrator will mail the check to the same address as this Notice, so please update your address if you move.

Payments are based on the laws of your state of residence at the time you took out the covered loan. You will not receive a cash
payment, but will receive the other benefits, if you:

• Did not make any payments on your loan with the LDF Lending Companies; or
• Lived in Arizona, Colorado, Connecticut, Idaho, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Minnesota,
Montana, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio, South Dakota, Vermont, and Virginia, and
did not make payments above the principal of your loan; or
• Lived in Alabama, Alaska, California, Delaware, Florida, Georgia, Hawaii, Iowa, Louisiana, Maine, Maryland,
Michigan, Mississippi, Missouri, Nebraska, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Texas, Washington, Washington D.C., or Wyoming and did not pay interest above your state’s legal
limits; or
• Lived in Utah or Nevada, which have no interest rate restrictions.

Debt Cancellation: Any covered loan that still has an outstanding balance will be cancelled, so you will not owe any more
money on this debt. This will result in the cancellation of approximately $1.4 billion in debt across all class members. You will
not receive a 1099 for the cancellation of this debt. The Tribal Officials have also agreed not to sell, transfer or assign any of the
loans covered by the Settlement to any third party.

Request to Delete Credit Reporting: Tribal Officials will request that any tradelines for loans made during the class period be
deleted from the various consumer reporting agencies.

Other Benefits: Tribal Officials will agree not to sell or transfer for commercial purposes your personal identifying information
obtained between July 24, 2016 and October 1, 2023.

6. WHAT DO I HAVE TO DO TO RECEIVE THE BENEFITS OF THE SETTLEMENT?

Nothing. If the Court approves the Settlement, the benefits described above will happen automatically. The Settlement
Administrator will send an email after Final Approval to update you on what happened at the hearing. You can also check the
website for an update or contact the Settlement Administrator or Class Counsel if you have additional questions.

7. WHAT AM I GIVING UP TO GET A BENEFIT AND STAY IN THE SETTLEMENT CLASS?

Unless you exclude yourself, you are a member of the Settlement Class, and that means that you cannot sue, continue to sue, or
be part of any other lawsuit against the Released Parties concerning the claims relating to your covered loan(s). This means that
you will not be able to pursue or recover any additional money from the Released Parties beyond the benefits of this Settlement.
The Released Parties include: Joseph Wildcat, Sr., Nicole Chapman-Reynolds, Jessi Phillips Lorenzo, John Johnson, George
Thompson, Jaime Ann Allen, Jeffrey Bauman, Sr., Louis St. Germaine, Eric Chapman, Sr., Racquel Bell, Gloria Gobb, William
Graveen, Sarah Pyawasit, William Stone, Sr., Jared Poupart, Paula Poupart, Patricia Zimmerman, Lyle Chapman, Ray Allen,
William Cheney Pruett, Skytrail Servicing Group, LLC, the LDF Lending Companies, the Tribe, the Big Valley Band of Pomo
Indians and their tribal officials and related entities, and non-tribal individuals and entities involved with or associated in any
way with Niibin d/b/a Cash Aisle, Niizhwaasi d/b/a Loan at Last, Ningodwaaswi d/b/a Sky Trail Cash, Waawaatesi d/b/a
Quick Help Loans (Greenline) and Giizis d/b/a Lakeshore Loans.

Staying in the Class also means that any Court orders pertaining to this Settlement will apply to you and legally bind you. The
complete Release and list of Released Parties can be found in the Settlement Agreement, which is available on the Settlement
website at [Link].

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8. HOW DO I EXCLUDE MYSELF FROM THE SETTLEMENT?

To be excluded from this Settlement, you must send an “Exclusion Request” by mail. You may download a form to use from
the Settlement website or you may send your own letter which must include:

• Your name, address, and telephone number,

• Last four digits of your social security number, or the name of and your account number with the relevant LDF Lending
Company,
• A statement that you want to be excluded: “I request to be excluded from the class settlement in this case,” and
• Your Signature.

Your Exclusion Request must be postmarked no later than Month ##, 2024, to:

Fitzgerald Settlement
c/o Settlement Administrator
P.O. Box ####
City, State #####-####

You may not make an Exclusion Request for any other Settlement Class Member from the Settlement Class.

9. HOW DO I TELL THE COURT THAT I OBJECT TO AND DO NOT LIKE THE SETTLEMENT?

Objecting to the Settlement is different than excluding yourself from the Settlement.

If you are a Settlement Class Member and you do not exclude yourself from the Settlement, you can object to the Settlement if
you think the Settlement is not fair, reasonable, or adequate, and that the Court should not approve the Settlement. You also have
the right to appear personally and be heard by the Court. The Court and Class Counsel will consider your views carefully.

To object, you must send a letter stating your views to each of the parties listed below:

COURT SETTLEMENT ADMINISTRATOR

Clerk of the Court Fitzgerald Settlement
United States District Court c/o Settlement Administrator
Western District of Virginia P.O. Box ####
255 W. Main Street City, State #####-####
Charlottesville, VA 22902

You should include the docket number on the front of the envelope and letter you file to the Court: “WDVA USDC Case No.
3:20-cv-00044”.

All objections must be writing and include:

• Your name, address, telephone number and e-mail address,
• Your account number (if you know it) with the lender,
• A sentence confirming that you are a Settlement Class Member,
• Factual basis and legal grounds for the objection to the Settlement, and
• A list of any prior cases in which you or your counsel have objected to a class settlement. Counsel representing an
objecting Settlement Class Member must enter an appearance in these cases. If you want to appear personally at the
hearings, you must state that in your Objection.

Objections must be filed with the above Court no later than Month ##, 2024 and served on the above parties so that they
are postmarked no later than Month ##, 2024.

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

The Court will hold a hearing to decide whether to approve the Settlement.

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The Western District of Virginia will hold a final hearing on the fairness of the Settlement on Month ##, 2024 at ##:00 a.m. in
the courtroom of Judge Norman K. Moon of the United States District Court for the Western District of Virginia, 255 W. Main
Street, Charlottesville, Virginia 22902. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and
adequate.
If there are objections or comments, the Court will consider them at that time. The hearing may be moved to a different date or
time without additional notice. Please check [Link] to be kept up to date on the date, time, and location of the
hearing.

11. DO I HAVE TO COME TO THE HEARING?

No. But you are welcome to come at your own expense. As long as you mailed your written objection on time, the Court will
consider it. You may also retain a lawyer to appear on your behalf at your own expense.

12. DO I HAVE A LAWYER IN THE CASE?

Yes. The Court has appointed the following law firms as Class Counsel to represent you and all other members of the Settlement
Class:

Kristi C. Kelly, Andrew J. Guzzo, Casey Nash, and Matthew G. Rosendahl

Kelly Guzzo, PLC
3925 Chain Bridge Road, Suite 202
Fairfax, VA 22030

These lawyers will not separately charge you for their work on the case. If you want to be represented by your own lawyer, you
may hire one at your own expense.

13. HOW WILL THE LAWYERS BE PAID?

Class Counsel are permitted to ask the Court for an award of attorneys’ fees not to exceed one third of the monetary consideration
under the Settlement. The amounts awarded by the Court will reduce the distributions to Class Members.
Class Counsel will ask the Court to approve a $15,000 payment to each of the eight individual Plaintiffs. The Plaintiffs made
substantial contributions in the prosecution of these lawsuits for the benefit of the Class. The Court will ultimately decide how
much the individual Plaintiffs will be paid.

14. HOW DO I GET MORE INFORMATION?

This Notice summarizes the proposed Settlement. You can get a copy of the Settlement Agreement and other relevant case-related
documents by visiting [Link], by contacting the Settlement Administrator at ###-###-#### or
administrator@[Link], or by contacting Class Counsel at ###-###-#### or classcounsel@[Link].

PLEASE DO NOT ADDRESS ANY QUESTIONS ABOUT THE SETTLEMENT OR THE LITIGATION TO
THE CLERK OF THE COURT, THE JUDGES, THE DEFENDANTS OR THE DEFENDANTS’ COUNSEL.
THEY ARE NOT PERMITTED TO ANSWER YOUR QUESTIONS.

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Exhibit 2
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3722

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF VIRGINIA
Charlottesville Division

LORI FITZGERALD, et al., individually and on

behalf of others similarly situated,

Plaintiffs,
Case No. 3:20-cv-00044 (NKM)
v.

JOSEPH WILDCAT SR., et al.

Defendants.

[PROPOSED] ORDER
GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Plaintiffs Lori Fitzgerald, Aaron Fitzgerald, Kevin Williams, Jade Singleton, Angela

Maville, Daniel Goodman, Gustinna De Silva, and John Tucker (collectively, “Plaintiffs”), on

behalf of themselves and all others similarly situated, have moved the Court for preliminary

approval of a proposed class action settlement with Defendants Joseph Wildcat, Sr., Nicole

Chapman-Reynolds, Jessi Phillips Lorenzo, John Johnson, George Thompson, Jaime Ann Allen,

Jeffrey Bauman, Sr., Louis St. Germaine, Jared Poupart, Paula Poupart, Patricia Zimmerman, Lyle

Chapman, Ray Allen, William Stone, Sr., William Cheney Pruett, and Skytrail Servicing Group,

LLC (collectively, “Defendants”; and Defendants and Plaintiffs, together, the “Parties”). The

terms and conditions of the settlement are set forth in the Stipulation and Agreement of Settlement

filed with the Court on _______, 2024 (“Settlement Agreement”) as an exhibit to Plaintiffs’

Motion for Preliminary Approval of Class Action Settlement (“Preliminary Approval Motion”). 1

1
All capitalized terms used in this Order have the meanings set forth in the Settlement
Agreement.
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3723

Upon review and consideration of Plaintiffs’ Preliminary Approval Motion, the Settlement

Agreement, and the exhibits attached to the foregoing, IT IS HEREBY ORDERED as follows:

1. This Preliminary Approval Order incorporates the Settlement Agreement, and the

capitalized terms used herein, unless stated otherwise, shall have the meanings and/or definitions

given to them in the Settlement Agreement, as if fully set forth in this Order.

2. The Settlement, on the terms and conditions stated in the Settlement Agreement, is

preliminarily approved by this Court as being fair, reasonable and adequate, free of collusion or

indicia of unfairness, and within the range of possible final judicial approval. In making this

determination, the Court has considered the current posture of this litigation, the risks and benefits

to the Parties involved in both settlement of these claims and the continuation of the litigation, and

the fact that Defendants deny liability and have indicated their intent to defend the litigation

vigorously. The Court further finds that the settlement between Plaintiffs and Defendants was

arrived at through arm’s-length negotiations and exchange of information by experienced counsel.

CONDITIONAL CERTIFICATION OF SETTLEMENT CLASS AND

APPOINTMENT OF CLASS REPRESENTATIVES AND CLASS COUNSEL

3. For purposes of the Settlement, and conditioned upon the Settlement receiving

Final Approval following the Final Fairness Hearing, this Court hereby conditionally certifies

a Class for settlement purposes only (the “Settlement Class”), defined as follows and subject

to the stated exclusions below:

All consumers residing within the United States who executed loan agreements with any
LDF Tribal Corporation between July 24, 2016 and October 1, 2023.

4. The Court preliminarily finds that, for settlement purposes and conditioned upon the

entry of this Order, the Final Approval Order, and the occurrence of the Effective Date, that the

prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure

2
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have been satisfied. The Court finds, in the specific context of this Settlement, that the following

requirements are met:

(a) the number of Settlement Class Members is so numerous that joinder is impracticable;

(b) there are questions of law and fact common to the Settlement Class Members;

(c) Plaintiffs’ claims are typical of the claims of the Settlement Class Members;

(d) Plaintiffs have fairly and adequately represented the interests of the Settlement Class

and will continue to do so, and Plaintiffs have retained experienced counsel to represent

them;

(e) the questions of law and fact common to the Settlement Class Members predominate

over any questions affecting any individual Settlement Class Member; and

(f) a class action provides a fair and efficient method for settling the controversy under the

criteria set forth in Rule 23 and is superior to alternative means of resolving the claims and

disputes at issue in this Action. The Court also concludes that, because this Action is being

settled rather than litigated, the Court need not consider manageability issues that might be

presented by the trial of a class action involving the issues in this case.

5. The Court finds that the Settlement falls within the range of reasonableness because

it provides for meaningful remediation relative to the merits of Plaintiffs’ claims and Defendants’

defenses in that Settlement Class Members will obtain substantial injunctive relief cancelling over

$1 billion in outstanding debt, in addition to automatic payments from a common fund based on

Class Members’ states of residence and payments made on their disputed loans. The Settlement

also has key indicia of fairness in that significant discovery and litigation had been undertaken by

the Parties and settlement negotiations occurred at arm’s length, including multiple rounds of

settlement discussions with a neutral mediator over the course of many months.

3
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6. For purposes of Settlement only, the Court finds and determines that Plaintiffs will

fairly and adequately represent the interests of the Settlement Class in enforcing the rights of the

Settlement Class in this Action, and thus hereby appoints Lori Fitzgerald, Aaron Fitzgerald, Kevin

Williams, Jade Singleton, Angela Maville, Daniel Goodman, Gustinna De Silva, and John Tucker

as representatives of the conditionally certified Settlement Class (“Class Representatives”).

7. For purposes of the Settlement only, the Court appoints as Class Counsel the law

firm of Kelly Guzzo, PLC. The Court finds that the attorneys of Kelly Guzzo, PLC are competent

and capable of exercising their responsibilities as Class Counsel and have fairly and adequately

represented the interests of the Settlement Class.

CLASS NOTICE AND SETTLEMENT ADMINISTRATION

8. Since the Settlement Agreement is within the range of reasonableness and possible

final approval, notice shall be provided to the Settlement Class under the Settlement Agreement.

The Court approves, as to form and content, the Class Notice submitted with Plaintiffs’

Preliminary Approval Motion, attached as Exhibit 1 to the Settlement Agreement.

9. The Court appoints ___________ as the Settlement Administrator. The Settlement

Administrator shall abide by the terms and conditions of the Settlement Agreement that pertain to

the Settlement Administrator. As further set forth in the Settlement Agreement, the Settlement

Administrator shall be responsible for, without limitation: (a) disseminating Notice to the

Settlement Class; (b) handling returned e-mail notice and mail delivered to members of the

Settlement Class; (c) fielding inquiries about the Settlement Agreement; (d) receiving and

maintaining Settlement Class member correspondence regarding requests for exclusion; (e)

establishing a Settlement website with relevant case documents to which members of the

Settlement Class may refer for information about the Settlement; (f) establishing a toll-free

telephone line to receive calls from members of the Settlement Class; (g) assisting Defendants

4
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3726

with providing the notices required by the Class Action Fairness Act; and (h) carrying out such

other responsibilities as are provided for in the Settlement Agreement or agreed to by the Parties.

10. The Court directs the Settlement Administrator, in accordance with the Settlement

Agreement, to cause a copy of the Class Notice to be sent in substantially the same form attached

to Plaintiffs’ Preliminary Approval Motion to the Settlement Class by a combination of e-mail

notice to verified e-mail addresses and/or by U.S. mail, postage prepaid to each Settlement Class

Member identified on the Class List. The Class Administrator shall use best practices to identify

current Class Members, ensure that notice is received by Class Members, and will act in

accordance with the process stated within the Settlement Agreement.

11. The Court further directs the Settlement Administrator to establish the Settlement

Website and secure a toll-free telephone number as set forth in the Settlement Agreement, which

shall be active within ten (10) days after the Court enters this Preliminary Approval Order and

shall remain active until at least thirty (30) days after administration of the Settlement has

concluded.

12. No later than thirty (30) days before the Final Fairness Hearing, the Settlement

Administrator will file a declaration with the Court verifying that notice has been provided to the

Settlement Class in accordance with the Settlement Agreement and this Order.

13. The Court finds that the Class Notice accompanying Plaintiffs’ Motion for

Preliminary Approval, specifically, and more generally, the notice program described above and

set forth in the Settlement Agreement constitutes the best notice practicable under the

circumstances and satisfies due process and Federal Rule of Civil Procedure 23. The Court finds

that the language of the proposed Class Notice is plain and easy to understand and provides neutral

and objective information about the nature of the Settlement. Furthermore, the Court finds that

the notice program complies with Federal Rule of Civil Procedure 23(e) as it is a reasonable

5
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3727

manner of providing notice to those Settlement Class Members who would be bound by the

settlement of the pendency of this Action and their right to participate in, object to, or exclude

themselves from the Settlement. The Court also finds that the Notice Program complies with Rule

23(c) as it provides for individual notice to all Settlement Class Members and is thus the best notice

practicable under the circumstances. In addition, Settlement Class Members will have access to

the Settlement Website for purposes of obtaining additional information about the Settlement.

14. Class Notice and Settlement administration costs as set forth in the Settlement

Agreement shall be paid from the Settlement Fund.

REQUESTS FOR EXCLUSION

15. Settlement Class Members may elect to exclude themselves or “opt-out” from the

Settlement Agreement by following the procedures set forth in the Settlement Agreement for doing

so. In the event a Settlement Class Member wishes to be excluded from the Settlement and not to

be bound by the Settlement Agreement, that person must, prior to the Opt-Out Deadline, advise

the Class Administrator in writing of that intent. In the written request for exclusion, the

Settlement Class Member must state his or her full name, address, telephone number, email

address, and account number with any LDF Tribal Corporation, if known. Further, the Settlement

Class Member must include a statement in the written request that he or she wishes to be excluded

from the Settlement Agreement in the Action. The request must also be signed by the Settlement

Class Member.

16. Any request for exclusion or opt out must be postmarked on or before the Opt-Out

Deadline of ____________ [45 days prior to the Final Fairness Hearing]. The date of the

postmark on the return mailing envelope shall be the exclusive means used to determine whether

6
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3728

a request for exclusion has been timely submitted. The Court retains jurisdiction to resolve any

disputed exclusion requests.

17. A Settlement Class Member who opts out of the Settlement may opt back in so long

as the opt-in request is received prior to the Opt-Out Deadline.

18. No one shall be permitted to exercise any exclusion rights on behalf of any other

person, whether as an agent or representative of another or otherwise, except upon proof of a legal

power of attorney, conservatorship, trusteeship, or other legal authorization, and no one may

exclude other persons within the Settlement Class as a group, class, or in the aggregate.

19. Any member of the Settlement Class who submits a valid and timely request for

exclusion will not be a Settlement Class Member, shall not be bound by the terms of the Settlement

Agreement, and shall relinquish their rights to benefits with respect to the Settlement Agreement,

should it be finally approved, and may not file an objection to the Settlement Agreement or to any

application for reimbursement of attorneys’ fees and costs or Service Awards or otherwise

intervene in the Action.

20. Any Settlement Class Member who does not submit a valid and timely request for

exclusion shall be bound by all the terms and provisions of the Settlement Agreement, including

any Release set forth therein, the Final Approval Order, and the Final Judgment, whether or not

such Settlement Class Member objected to the settlement.

21. The Settlement Administrator shall provide copies of any requests for exclusion to

the Parties as provided in the Settlement Agreement.

OBJECTIONS

22. Any Settlement Class Member who does not opt out of the Settlement and intends

to object to any aspect of the proposed Settlement, request for reimbursement of attorneys’ fees

and costs, or Service Awards, must file a written objection signed by the Settlement Class Member

7
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3729

with the Court by the Objection Deadline of ____________ [45 days prior to Final Fairness

Hearing]. For an objection to be considered by the Court, the objection must also set forth and

include the following:

a. the name of this Action;

b. the Settlement Class Member’s name, address, email address, and telephone number;

c. the account number with any LDF Tribal Corporation;

d. a sentence confirming that he or she is a Settlement Class Member;

e. the reasons for his or her objection, accompanied by any legal or factual support for the
objection;

f. the name of counsel for the Objector (if any);

g. information about other objections the Objector or his or her counsel have made in
other class action cases; and

h. whether he or she intends to appear at the Final Fairness Hearing on his or her own
behalf or through counsel.

23. A Settlement Class Member may not both opt out of the Settlement and object. If

a Settlement Class Member submits both a request for exclusion and objection, the request for

exclusion will control.

24. No member of the Settlement Class or counsel retained by such a member of the

Settlement Class shall be entitled to be heard at the Final Approval Hearing unless the Objector or

his or her attorneys who intend to make an appearance at the Final Approval Hearing state their

intention to appear in the objection filed with the Court in accordance with the preceding

paragraphs. Counsel for any such member of the Settlement Class must enter his or her appearance

with the Court by the Objection Deadline.

25. Any Settlement Class Member who fails to file and serve a valid and timely written

objection in the manner specified above shall be deemed to have waived all objections and shall

be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement,

8
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3730

including but not limited to the benefits to Settlement Class Members, the Service Awards, or the

Final Judgment.

FINAL FAIRNESS HEARING

26. A Final Fairness Hearing shall be held on [DATE] at [TIME] [no earlier than 120

days from the date of Preliminary Approval Order] before this Court at [LOCATION]. During

the Final Fairness Hearing, the Court will consider and determine: (1) whether the Settlement

Agreement should be finally approved as fair, reasonable, and adequate; (2) whether any

objections to the Settlement Agreement should be overruled; (3) whether Class Counsel’s

requested for Service Awards to the Class Representatives should be approved; and (4) whether a

judgment finally approving the Settlement Agreement should be entered. The date of the Final

Fairness Hearing may be continued by the Court from time to time without the necessity of further

notice to the Settlement Class.

27. Any Settlement Class Member may enter an appearance in this Action at his or her

own expense, individually or through counsel. However, if a Settlement Class Member wishes to

object to the Settlement at the Final Fairness Hearing (either personally or through counsel), the

Settlement Class Member must submit a written objection as set forth in the Settlement Agreement

and this Order. All Settlement Class Members who do not enter an appearance will be represented

by Class Counsel.

28. The motion for final approval of the Settlement Agreement and any papers the

Parties wish to submit in support of final approval of the Settlement Agreement, shall be filed with

the Court no later than thirty (30) calendar days prior to the Final Fairness Hearing. Any response

to any Objection to the Settlement Agreement shall be filed with the Court no later than fourteen

(14) calendar days prior to the Final Fairness Hearing.

9
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3731

STAY OF LITIGATION

29. Pending the Final Fairness Hearing, all proceedings in this Action are stayed and

suspended until further order of this Court, except such actions as may be necessary to carry out

or enforce the terms and conditions of the Settlement Agreement and this Preliminary Approval

Order.

OTHER PROVISIONS

30. For the benefit of the Settlement Class and to protect this Court’s jurisdiction, this

Court retains continuing jurisdiction over the Settlement proceedings relating to the interpretation,

administration, implementation, effectuation, and enforcement of this Settlement.

31. Any deadlines set in this Preliminary Approval Order may be extended by order of

the Court, for good cause shown, without further notice to the Settlement Class, except that notice

of any such extensions shall be posted to the Settlement Website. Members of the Settlement Class

should check the Settlement Website regularly for updates, changes, and/or further details

regarding extensions of these deadlines.

32. Within three (3) business days of the entry of this Order, the Tribal Officials are

ordered to carry out their obligations under Section 3.4(a)(ii) of the Settlement Agreement,

including, that the Tribal Officials may and will not sell, transfer, or assign for collection any

Outstanding Loans and that they must cease all direct or indirect collection activity on Outstanding

Loans. To the extent any amounts are collected, inadvertently or otherwise, on the Outstanding

Loans after the entry of this Order, the Tribal Officials will remit the funds back to the respective

Settlement Class Member. The Tribal Officials must certify their compliance with Section

3.4(a)(ii) of the Settlement Agreement in declarations to be filed by the Tribal Officials with the

Court within fourteen (14) days after the Effective Date.

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33. The Parties hereby authorized to use all reasonable procedures in connection with

approval and administration of the settlement that are not materially inconsistent with this Order

or the Settlement Agreement, including making, without further approval of the Court, minor

changes to the Settlement Agreement or to the form or content of the Class Notice that the Parties

jointly agree are reasonable or necessary, and which do not limit the rights of Settlement Class

Members under the Settlement Agreement.

34. In the event that the proposed Settlement is not finally approved by the Court, is

not upheld on appeal, becomes null and void or is otherwise terminated for any reason, this

Preliminary Approval Order and all orders entered in connection with the Settlement Agreement

shall become null and void, shall be of no further force and effect. The Settlement Class shall be

decertified, and the Settlement Agreement and all negotiations, proceedings, documents prepared,

and statements made in connection therewith, shall be without prejudice to any Party and shall not

be deemed or construed to be an admission or confession by any Party of any fact, matter, or

proposition of law. The Parties’ rights and defenses shall be restored, without prejudice, to their

respective positions as if the Settlement Agreement had never been executed.

IT IS SO ORDERED.

Dated: ________________
Hon. Norman K. Moon
United States District Judge

11
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Exhibit 3
Case 3:20-cv-00044-NKM-JCH Document 182-1 Filed 07/17/24 Page 86 of 98 Pageid#:
3734

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF VIRGINIA
Charlottesville Division

LORI FITZGERALD, et al., individually and on

behalf of others similarly situated,

Plaintiffs,
Case No. 3:20-cv-00044 (NKM)
v.

JOSEPH WILDCAT SR., et al.

Defendants.

[PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS ACTION

SETTLEMENT AND ENTERING JUDGMENT

This matter comes before the Court on the Motion for Final Approval of the Settlement

and Final Certification of the Settlement Class (“Final Approval Motion”) filed by Plaintiffs Lori

Fitzgerald, Aaron Fitzgerald, Kevin Williams, Jade Singleton, Angela Maville, Daniel

Goodman, Gustinna De Silva, and John Tucker (collectively, “Plaintiffs”), on behalf of

themselves and the preliminarily certified Settlement Class.

The Court has reviewed the papers filed in support of the Final Approval Motion, the

Settlement Agreement filed with Plaintiff’s Preliminary Approval Motion, the memoranda and

arguments submitted on behalf of the Settlement Class, and all supporting exhibits and

declarations thereto, as well as the Court’s Preliminary Approval Order. The Court held a Final

Fairness Hearing on _______________, at which time the Parties and other interested persons

were given an opportunity to be heard in support of and in opposition to the proposed settlement.

Based on the papers filed with the Court and the presentations made at the Final Fairness

Hearing, the Court finds that the Settlement Agreement is fair, reasonable, and adequate.
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Accordingly, the Court hereby ORDERS, ADJUDGES, and DECREES as follows:

1. This Final Approval Order incorporates and makes a part this Order the

Settlement Agreement and the Preliminary Approval Order, as if fully set forth herein. Unless

otherwise provided, the capitalized terms used in this Order shall have the same meanings and/or

definitions given to them in the Preliminary Approval Order and the Settlement Agreement.

2. This Court has jurisdiction over matters relating to the Settlement, including,

without limitation, the administration, interpretation, effectuation, and enforcement of the

Settlement, the Settlement Agreement, and this Final Order and Judgment.

CERTIFICATION OF THE SETTLEMENT CLASS AND

APPOINTMENT OF CLASS COUNSEL AND CLASS REPRESENTATIVES

3. In the Preliminary Approval Order, this Court previously certified preliminarily,

for settlement purposes only, a Settlement Class defined as follows:

All consumers residing within the United States who executed loan agreements
with any LDF Tribal Corporation between July 24, 2016 and October 1, 2023.

4. Certification of the Settlement Class is hereby reaffirmed as the final Settlement

Class pursuant to Federal Rule of Civil Procedure 23. For the reasons set forth in the Preliminary

Approval Order, the Court finds, on the record before it, that the Action, for purposes of this

Settlement, may be maintained as a class action.

5. In the Preliminary Approval Order, this Court previously appointed the above-

identified Plaintiffs Aaron Fitzgerald, Kevin Williams, Jade Singleton, Angela Maville, Daniel

Goodman, Gustinna De Silva, and John Tucker as Class Representatives and hereby reaffirms

that appointment, finding, on the record before it, that the Class Representatives have and

continue to adequately represent the Settlement Class.

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6. In the Preliminary Approval Order, this Court previously appointed the law firm

of Kelly Guzzo PLC as Class Counsel for settlement purposes only and hereby reaffirms that

appointment, finding on the record before it that Class Counsel have and continue to adequately

and fairly represent the Settlement Class.

CLASS NOTICE

7. The record shows, and the Court finds, that Class Notice has been given to the

Settlement Class in the manner approved by the Court in its Preliminary Approval Order. The

Court finds that such Notice constitutes: (i) the best notice practicable to the Settlement Class

under the circumstances; (ii) notice that was reasonably calculated, under the circumstances, to

apprise the Settlement Class of the pendency of this Action and the terms of the Settlement

Agreement, their rights to exclude themselves from the Settlement or to object to any part of the

Settlement, their rights to appear at the Final Fairness Hearing (either on their own or through

counsel hired at their own expense), and the binding effect of the Final Order and Final Judgment,

whether favorable or unfavorable, on all persons who do not exclude themselves from the

Settlement Class; (iii) due, adequate, and sufficient notice to all persons or entities entitled to

received notice; and (iv) notice that fully satisfies the requirements of the United States

Constitution (including the Due Process Clause), Federal Rules of Civil Procedure 23(c)(2)(B)

and 23(e)(1), and any other applicable law.

8. Due and adequate notice of the proceedings having been given to the Settlement

Class and a full opportunity having been offered to the Settlement Class Members to participate

in the Final Fairness Hearing, it is hereby determined that all Settlement Class Members except

those who timely and properly opted out, as identified in Exhibit A to this Order, are bound by

this Order and the Final Judgment. No Settlement Class Members, other than those listed in

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Exhibit A to this Order, are excluded from the Settlement Class, from the terms of the Settlement

Agreement, or from the effect of this Final Approval Order and Final Judgment.

FINAL APPROVAL OF THE SETTLEMENT AGREEMENT

9. Pursuant to Federal Rule of Civil Procedure 23(e), the Court hereby finally

approves in all respects the Settlement as set forth in the Settlement Agreement and finds that

the Settlement, the Settlement Agreement, the benefits to the Settlement Class Members, and all

other parts of the Settlement are, in all respects, fair, reasonable, and adequate, and in the best

interest of the Settlement Class, within a range that responsible and experienced attorneys could

accept considering all relevant risks and factors and the relative merits of Plaintiffs’ claims and

any defenses of the Defendants, and are in full compliance with all applicable requirements of

the Federal Rules of Civil Procedure, the Due Process Clause, and the Class Action Fairness Act.

Accordingly, the Settlement shall be consummated in accordance with the terms and provisions

of the Settlement Agreement, with each Settlement Class Member bound by the Settlement

Agreement, including any releases therein.

10. Specifically, the Court finds that the Settlement is fair, reasonable, and adequate

given the following factors, among others:

a. This Action was complex and time consuming and would have continued

to be so through summary judgment and/or trial if it had not settled;

b. Defendants have denied liability and have indicated their intent to

continue to defend the litigation vigorously had it not settled, including through their pending

appeal before the Fourth Circuit Court of Appeals;

c. Class Counsel had a well-informed appreciation of the strengths and

weaknesses of the Action while negotiating the Settlement;

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d. The monetary and injunctive relief provided for by the Settlement is well

within the range of reasonableness in light of the best possible recovery and the risks the Parties

would have faced if the case had continued to verdicts as to jurisdiction, liability, and damages,

and includes approximately $1.4 billion in cancelled debt and automatic cash payments to Class

Members who qualify based on the amounts they paid and the applicable state law;

e. The Settlement was the result of arm’s-length good faith negotiations and

exchange of information by experienced counsel, while also involving a neutral mediator; and,

f. The reaction of the Class to the Settlement has been positive, with only

_____ potential class members timely requesting to opt out and ____ objections to the

Settlement.

11. Accordingly, the Settlement shall be consummated in accordance with the terms

and provisions of the Settlement Agreement.

MONETARY CONSIDERATION AND INJUNCTIVE RELIEF

12. The Court approves the Parties’ plan to distribute the Cash Awards provided for

by the Settlement Agreement to the Settlement Class Members as set forth in the Settlement

Agreement.

13. The Court also approves the agreements reached with respect to injunctive relief,

as set forth in the Settlement Agreement, including that: (1) the Tribal Officials shall reduce the

balance of each Outstanding Loan to zero on the basis that the debt is disputed and shall inform

effected Class Members that no further payments are due on their loans; (2) the Tribal Officials

will not sell, transfer, or assign for collection any Outstanding Loans and will cease all direct or

indirect collection activity on Outstanding Loans; and (3) the L.D.F. Business Development

Corporation shall send to all consumer reporting agencies to which the LDF Tribal Corporations

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previously had reported information regarding loans originated during the class period and

request permanent removal of any negative tradelines previously reported to the CRAs in the

name of the LDF Tribal Corporations.

14. The relief provided by the Settlement is significant. All Settlement Class

Members who have made qualifying payments on the loans in question (as described in Section

3.4(b)(ii) of the Settlement Agreement) will receive cash payments. Those with Outstanding

Loans in the class period will also have those loans completely reduced and will no longer owe

any payments on the loans, resulting in the cancellation of approximately $1.4 billion of loans.

The Tribal Officials have also agreed not to sell or attempt to collect any Outstanding Loans

issued to the Settlement Class during the class period and to request deletion of negative

tradelines in the Class Members’ credit reports. These additional benefits to Class Members

have significant value. Further, Class members will receive these benefits without having to

prove any harm or take any affirmative actions. In other words, Class Members will not be

required to submit any forms or claims for payment or other benefits.

DISMISSAL OF CLAIMS AND RELEASES

15. This Action and all Released Claims of Settlement Class Members are hereby

DISMISSED WITH PREJUDICE and, except as otherwise provided herein or in the Settlement

Agreement, without costs to any Party.

16. Pursuant to the Settlement Agreement, as of the Effective Date of this Settlement,

the Releases set forth in the Settlement Agreement shall have full force and effect against all

Settlement Class Members.

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AWARD OF ATTORNEYS’ FEES AND COSTS AND SERVICE AWARDS

17. At the conclusion of a successful class action, class counsel may apply to a court

for an award of attorneys’ fees. See Fed. R. Civ. P. 23(h). Pursuant to the Settlement Agreement,

Class Counsel may request reasonable attorneys’ fees and reimbursement of costs to be paid

from the Fund, provided that the total amount requested does not exceed one-third of the Fund

provided to Settlement Class Members.

18. Because this is a common fund case, it is appropriate to employ a percentage of

the fund method for calculating a proper fee award. When a representative party confers a

substantial benefit upon a class, counsel is entitled to attorneys’ fees based on the benefit

obtained. Boeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980); see also, e.g., Blackburn v. A.C.

Israel Enters., No. 3:22-cv-146-DJN, ECF No. 228 (E.D. Va. Mar. 7, 2024); Milbourne v. JRK

Residential America, LLC, No. 3:12-cv-861-REP, ECF No. 324 (ED. Va. Jan. 4, 2017); Mayfield

v. Memberstrust Credit Union, No. 3:07-cv-506-REP, ECF No. 22 (E.D. Va. Nov. 7, 2008);

Conley v. First Tennessee, No. 1:10-cv-1247-JFA, ECF No. 37 (E.D. Va. Aug. 18, 2011);

Lengrand v. Wellpoint, No. 3:11-cv-333-HEH, ECF No. 42 (E.D. Va. Nov. 13, 2012).

19. No class member or Government entity has objected to Class Counsel’s request.

20. The Court, having reviewed the declarations, exhibits, and points and authorities

submitted in support of and opposition to Class Counsel’s request for attorneys’ fees and

reimbursement of costs, approves the award of attorneys’ fees and costs to Class Counsel in the

amount of _____________ (“Fee and Expense Award”). The Court finds that the Fee and

Expense Award is reasonable and appropriate under all the circumstances presented.

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21. The Settlement Agreement also provides that Plaintiffs may request a Service

Award to be paid from the Fund, provided such awards do not exceed $15,000 for each Class

Representative.

22. Courts routinely grant service awards to compensate named plaintiffs for the

services they provided and the risks they incurred during the course of the class action litigation.

See, e.g., Manuel v. Wells Fargo Bank, No. 3:14-cv-238-DJN, 2016 WL 1070819, at *6 (E.D.

Va. Mar. 15, 2016) (explaining that service awards are “intended to compensate class

representatives for work done on behalf of the class, to make up for financial or reputational risk

undertaken in bringing the action, and, sometimes, to recognize their willingness to act as a

private attorney general”). Here, the Court finds that the requested Service Awards are

reasonable and within the range of awards granted by courts in this and other circuits. See, e.g.,

id. (approving $10,000 award); Blackburn, No. 3:22-cv-146, ECF No. 228 (E.D. Va. Mar. 7,

2024) (approving $15,000 awards); Lemus v. H & R Block Enters. LLC, No. 09-cv-3179, 2012

WL 3638550, at *5-6 (N.D. Cal. Aug. 22, 2012) (same). Moreover, these Service Awards

are justified by the time and effort expended by the Class Representatives on behalf of the

Settlement Class Members and the risk each assumed in bringing this action. Accordingly,

the Court finds that each of the Class Representatives shall be awarded $15,000 for their

efforts, to be paid from the Fund.

23. The Court further notes that the percentage of requested attorneys’ fees and

reimbursement of costs and the dollar amount of the Service Awards was included in the

notice materials disseminated to the Settlement Class.

24. The award of attorneys’ fees and costs and Service Awards shall be paid by

the Defendants from the Fund, as set forth in the Settlement Agreement.

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25. The Parties’ distribution plan of payments to the Tier 1 and Tier 2 Class

Members (as described in Section 3.4(b)(iii) of the Settlement Agreement) in pro rata

allocations of the Settlement Fund, following the above deductions, is approved for

implementation. Should funds remain after all distributions are made and the check

negotiation period provided for in the Settlement Agreement has passed, then such residual

funds shall be paid, after approval from the Court pursuant to the cy pres doctrine, to a

mutually agreeable recipient as determined by the Parties. If the Parties do not agree on a cy

pres recipient, the Parties must submit the issue to the Court.

OTHER PROVISIONS

26. The Court has jurisdiction to enter this Final Order and Final Judgment. Without

in any way affecting the finality of this Final Order or the Final Judgment, and by consent of the

Parties, the Court expressly retains exclusive and continuing jurisdiction over the Settlement and

the Settlement Agreement, including all matters relating to the administration, consummation,

validity, enforcement, and interpretation of the Settlement Agreement or the Final Order and

Judgment, including without limitation, for the purpose of:

a. Enforcing the terms and conditions of the Settlement Agreement and

resolving any disputes, claims, or causes of action that, in whole or in part, are related to or arise

out of the Settlement Agreement, the Final Order, or the Final Judgment (including whether a

person or entity is or is not a Settlement Class Member);

b. Entering such additional orders, if any, as may be necessary or appropriate

to protect or effectuate the Final Order, the Final Judgment, or the Settlement Agreement, or to

ensure the fair and orderly administration of the Settlement; and,

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c. Entering any other necessary or appropriate orders to protect and

effectuate this Court’s retention of continuing jurisdiction over the Settlement Agreement, the

Final Order, or the Final Judgment.

27. Without affecting the finality of this Order or the Final Judgment, the Defendants,

each Settlement Class Member, and the Administrator hereby irrevocably submit to the exclusive

jurisdiction of the Court for the limited purpose of any suit, action, proceeding, or dispute arising

out of the Settlement Agreement or the applicability of the Settlement Agreement, including any

suit, action, proceeding, or dispute relating to the Release provisions herein.

28. The Parties are hereby directed to carry out their obligations under the Settlement

Agreement.

29. Without further order of the Court, the Parties may agree to reasonably necessary

extensions of time to carry out any of the provisions of the Settlement Agreement. Likewise, the

Parties may, without further order of the Court or notice to the Settlement Class, agree to and

adopt such amendments to the Settlement Agreement (including exhibits) as are consistent with

this Final Order and the Final Judgment that do not limit the rights of the Settlement Class

Members under the Settlement Agreement.

30. In the event that the Settlement becomes null and void, certification of the

Settlement Class shall be automatically decertified and vacated and this Final Approval Order

and Final Judgment, as well as all other orders entered and releases delivered in connection with

the Settlement Agreement, shall be vacated and shall become null and void, shall be of no further

force and effect, and the Parties’ rights and defenses shall be restored, without prejudice, to their

respective positions as if the Settlement Agreement had never been executed. The Settlement

Agreement and all negotiations, proceedings, documents prepared, and statements in made in

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connection therewith, shall be without prejudice to any Party and shall not be deemed or

construed to be an admission or confession by any Party of any fact, matter, or proposition of

law.

31. This Final Approval Order and Final Judgment is final for purposes of appeal and

may be appealed immediately, and the Clerk is hereby directed to enter judgment thereon.

This case is now CLOSED.

Let the Clerk file a copy of this Order electronically and notify all counsel of record.

It is so ORDERED.

Hon. Norman K. Moon

United States District Judge

Dated: ___________

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Exhibit 4
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UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF VIRGINIA
Case No. 3:20-cv-00044(NKM)

EXCLUSION REQUEST FORM

Must be postmarked by XXXX

THIS IS NOT A CLAIM FORM. This form removes you from the settlement. If you submit
this form, you will not be eligible for any benefits pursuant to the settlement, including a cash
payment.

COMPLETE AND RETURN THIS FORM BY XXXX only if you do not want to be part of the settlement of this case, or if you
intend to file a separate lawsuit on your own for the claims alleged in this class action case. The attorneys who represent the
class do not represent you with respect to any such claims if you exclude yourself.

BY COMPLETING THIS FORM, you are excluding yourself from participation in the settlement in this case, you will not
receive any money if you are entitled. If you submit this form and want to obtain any money you will then have to file your
own lawsuit. You may need to retain your own attorney. You must file your own lawsuit before time runs out to do so and
you should consult your own attorney to make certain you file a complaint in the appropriate court within the time provided
by the applicable statutes of limitations.

Section I: Exclusion

I request to be excluded from the Class Settlement in Fitzgerald v. Wildcat, Sr., Case No. 3:20-cv-00044
(W.D. Va.)

Section II: Contact Information

Full Name: _______________________________________________________

Current Address: _______________________________________________________

_______________________________________________________

_______________________________________________________

Phone Number: _______________________________________________________

Last Four Digits of SSN :_______________________________________________________

Loan Number(s): _______________________________________________________

Section III: Signature

Signature: _______________________________________________________

Date: _______________________________________________________

Exclusion Request Forms must be mailed to:

LDFSettlement
c/o Settlement Administrator
P.O. Box XXXX
City, State XXXXX