EXHIBIT 1

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WHEREAS, Automobile Dealership Plaintiffs allege that they were injured as a result 

of Toyo’s participation in an unlawful conspiracy to raise, fix, maintain, and/or stabilize 

prices, rig bids, and allocate markets and customers for (1) Anti-Vibrational Rubber Parts (as 

defined below) in violation of Section 1 of the Sherman Antitrust Act and various state 

antitrust, unfair competition, unjust enrichment, and consumer protection laws as set forth in 

Automobile Dealership Plaintiffs’ Consolidated and Amended Class Action Complaint (Case 

No. 2:13-cv-00802, Doc. No. 28) (“Anti-Vibrational Rubber Parts Complaint”), and 

(2) Automotive Constant-Velocity-Joint Boot Products (as defined below) in violation of 

Section 1 of the Sherman Antitrust Act and various state antitrust, unfair competition, unjust 

enrichment, and consumer protection laws as set forth in Automobile Dealership Plaintiffs’ 

Consolidated Amended Class Action Complaint (Case No. 2:14-cv-02902, Doc. No. 6) 

(“Automotive Constant-Velocity-Joint Boot Products Complaint”) (together, “Complaints”); 

WHEREAS, Toyo denies Automobile Dealership Plaintiffs’ allegations and has 

asserted defenses to Automobile Dealership Plaintiffs’ claims in the Actions; 

WHEREAS, arm’s-length settlement negotiations have taken place between Settlement 

Class Counsel (as defined below) and counsel for Toyo and this Agreement has been reached 

as a result of those negotiations; 

WHEREAS, Automobile Dealership Plaintiffs, through Settlement Class Counsel, 

have conducted an investigation into the facts and the law regarding the Actions and have 

concluded that resolving the claims against Toyo, according to the terms set forth below, is in 

the best interests of Automobile Dealership Plaintiffs and the Settlement Classes because of 

the payment of the Settlement Amount and the value of the Injunctive Relief and Cooperation 

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(as those terms are defined below) that Toyo has agreed to provide pursuant to this 

Agreement; 

WHEREAS, Toyo, despite its belief that it is not liable for the claims asserted and its 

belief that it has good defenses thereto, has nevertheless agreed to enter into this Agreement 

to avoid further expense, inconvenience, and the distraction of burdensome and protracted 

litigation, to obtain the releases, orders, and judgment contemplated by this Agreement, and to 

put to rest with finality all claims that have been or could have been asserted against Toyo 

with respect to Anti-Vibrational Rubber Parts and Automotive Constant-Velocity-Joint Boot 

Products (“Relevant Parts”) based on the allegations in the Actions, as more particularly set 

out below. 

NOW, THEREFORE, in consideration of the covenants, agreements, and releases set 

forth herein and for other good and valuable consideration, it is agreed by and among the 

undersigned that the Actions be settled, compromised, and dismissed on the merits with 

prejudice as to the Releasees and except as hereinafter provided, without costs as to 

Automobile Dealership Plaintiffs, the Settlement Classes, or Toyo, subject to the approval of 

the Court, on the following terms and conditions: 

A. Definitions. 

1. “Automobile Dealership” or “Dealer” means a franchised entity or person 

authorized to engage in the business of selling and/or leasing Vehicles at retail in the United 

States. 

2. “Automobile Dealership Plaintiff Class Representatives” means those Settlement 

Class Members, as defined in Paragraph 15 below, who are named plaintiffs in the Complaints. 

3. “Cooperation” shall refer to those provisions set forth below in Paragraphs 35-53. 

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4. “Cooperation Materials” means any information, testimony, Documents (as 

defined below) or other material provided by Toyo consistent with the terms of this Agreement. 

5. “Defendant” means any party named as a defendant in the Actions at any time up 

to and including the date when the Court has entered a final order certifying the Settlement 

Classes described in Paragraph 13 and approving this Agreement under Federal Rule of Civil 

Procedure Rule 23(e). 

6. “Document” is defined to be synonymous in meaning and equal in scope to the 

usage of this term in Rule 34(a) of the Federal Rules of Civil Procedure, including without 

limitation, electronically stored information. A draft or non-identical copy is a separate document 

within the meaning of this term. 

7. “Indirect Purchaser States” means Arizona, Arkansas, California, District of 

Columbia, Florida, Hawaii, Illinois, Iowa, Kansas, Maine, Massachusetts, Michigan, Minnesota, 

Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Mexico, New York, North 

Carolina, North Dakota, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, 

West Virginia, and Wisconsin. 

8. “Opt-Out Deadline” means the deadline set by the Court for the timely 

submission of requests by Settlement Class Members to be excluded from the Settlement 

Classes. 

9. “Released Claims” means the Claims described in Paragraphs 24 and 25. 

10. “Releasees” shall refer to (i) Toyo, (ii) all of Toyo’s past and present direct and 

indirect, parents, subsidiary companies and affiliates, including their respective predecessors, 

successors and assigns, and (iii) each and all of the present and former principals, partners, 

officers, directors, supervisors, employees, agents, stockholders, members, representatives, 

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insurers, attorneys, heirs, executors, administrators, and assigns of each of the persons and 

entities listed in (i) and (ii). “Releasees” does not include any defendant in the MDL Litigation 

other than Toyo and its related entities and individuals as defined in this paragraph. 

11. “Releasors” shall refer to Automobile Dealership Plaintiff Class Representatives 

and the members of the Settlement Classes, as defined in Paragraph 13 below, and to their past 

and present officers, directors, supervisors, employees, agents, stockholders, members, attorneys, 

servants, representatives, parents, subsidiaries, affiliates, principals, partners, insurers and all 

other persons, partnerships or corporations with whom any of the former have been, or are now, 

affiliated, and the predecessors, successors, heirs, executors, administrators and assigns of any of 

the foregoing. 

12. For purposes of this Agreement, the “Relevant Parts” are defined to include each 

of the following: (a) “Anti-Vibrational Rubber Parts” or “AVRP” shall have the meaning set 

forth in the Anti-Vibrational Rubber Parts Complaint; and (b) “Automotive Constant-VelocityJoint Boot Products” or “CVJ Boots” shall have the meaning set forth in the Automotive 

Constant-Velocity-Joint Boot Products Complaint. 

13. For purposes of this Agreement, the “Settlement Classes” are defined to include 

each of the following classes: 

(a) “Anti-Vibrational Rubber Parts Settlement Class” is defined as: 

All Automobile Dealerships that, during the period from and including 

March 1, 1996 through the Execution Date, (a) indirectly purchased 

Anti-Vibrational Rubber Parts manufactured by the Defendants or any 

current or former subsidiary or affiliate thereof or any co-conspirator, or 

(b) purchased Vehicles for resale that contained Anti-Vibration Rubber 

Parts manufactured by the Defendants or any current or former 

subsidiary, affiliate thereof or co-conspirator. Excluded from the 

Settlement Class are Defendants, their parent companies, subsidiaries 

and affiliates, and co-conspirators, federal governmental entities and 

instrumentalities of the federal government, states and their 

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subdivisions, agencies and instrumentalities, and persons who purchased 

Anti-Vibrational Rubber Parts directly or for resale. 

(b) “Automotive Constant-Velocity-Joint Boot Products Class” is defined as: 

All Automobile Dealerships that, during the period from and including 

January 1, 2006 through the Execution Date, (a) indirectly purchased 

Automotive Constant-Velocity-Joint Boot Products manufactured by the 

Defendants or any current or former subsidiary or affiliate thereof or 

any co-conspirator, or (b) purchased Vehicles for resale that contained 

Automotive Constant-Velocity-Joint Boot Products manufactured by the 

Defendants or any current or former subsidiary, affiliate thereof or coconspirator. Excluded from the Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, and co-conspirators, 

federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and 

instrumentalities, and persons who purchased Automotive ConstantVelocity-Joint Boot Products directly or for resale. 

14. “Settlement Class Counsel” shall refer to the law firms of: 

 BARRETT LAW GROUP, P.A.

 P.O. Box 927

 404 Court Square

 Lexington, MS 39095

 CUNEO GILBERT & LaDUCA, LLP

 Suite 200

 4725 Wisconsin Avenue, NW

 Washington, DC 20016

 LARSON KING, LLP

 2800 Wells Fargo Place

 30 East Seventh Street

 St. Paul, MN 55101

15. “Settlement Class Member” means each member of the Settlement Classes who 

has not timely elected to be excluded from the Settlement Classes. 

16. “Settlement Amount” shall be $11,400,000.00, and the “Settlement Fund” shall be 

the Settlement Amount plus any income or accrued interest earned on that amount as set forth in 

Paragraph 27. 

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(a) For the Anti-Vibrational Rubber Parts Settlement Class, $10,845,255.47 

plus accrued interest on said deposits set forth in Paragraph 27. 

(b) For the Automotive Constant-Velocity-Joint Boot Products Class, 

$554,744.53 plus accrued interest on said deposits set forth in Paragraph 27. 

17. “Vehicles” shall refer to new four-wheeled passenger automobiles, vans, sports 

utility vehicles, and crossover or pick-up trucks. 

B. Approval of this Agreement and Dismissal of Claims Against Toyo. 

18. Automobile Dealership Plaintiffs and Toyo shall use their best efforts to 

effectuate this Agreement, including cooperating in seeking the Court’s approval for the 

establishment of procedures (including the giving of class notice under Federal Rules of Civil 

Procedure 23(c) and (e)) to secure the complete, and final dismissal with prejudice of the Actions 

as to the Releasees only. 

19. Within thirty (30) days after the execution of this Agreement, Automobile 

Dealership Plaintiffs shall submit to the Court a motion seeking preliminary approval of this 

Agreement (the “Preliminary Approval Motion”). The Preliminary Approval Motion shall 

include (i) the proposed form of an order preliminarily approving this Agreement, and (ii) a 

proposed form of order and final judgment that shall include at least the terms set forth in 

Paragraph 21 below. The text of the proposed orders shall be agreed upon by Automobile 

Dealership Plaintiffs and Toyo before submission of the Preliminary Approval Motion. 

20. Automobile Dealership Plaintiffs, at a time to be decided in their sole discretion, 

shall submit to the Court a motion for authorization to disseminate notice of the settlement and 

final judgment contemplated by this Agreement to all Settlement Class Members identified by 

Automobile Dealership Plaintiffs (the “Notice Motion”). To mitigate the costs of notice, 

Automobile Dealership Plaintiffs shall endeavor, if practicable, to disseminate notice of this 

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settlement with notice of any other settlements reached in the MDL Litigation. The Notice 

Motion shall include a proposed form of, method for, and date of dissemination of notice. 

21. Automobile Dealership Plaintiffs shall seek, and Toyo shall not object 

unreasonably to, the entry of an order and final judgment in the Actions, the text of which 

Automobile Dealership Plaintiffs and Toyo shall agree upon. The terms of that proposed order 

and final judgment will include, at a minimum, the substance of the following provisions: 

(a) certifying the Settlement Classes described in Paragraph 13, pursuant to 

Rule 23, solely for purposes of this settlement as the Settlement Classes for the Actions; 

(b) as to the Actions, approving finally this settlement and its terms as being a 

fair, reasonable and adequate settlement as to the Settlement Class Members within the meaning 

of Rule 23 and directing its consummation according to its terms; 

(c) directing that all Releasors shall, by operation of law, be deemed to have 

released all Releasees from the Released Claims; 

(d) as to Toyo, directing that the Actions be dismissed with prejudice and, 

except as provided for in this Agreement, without costs; 

(e) reserving exclusive jurisdiction over the settlement and this Agreement, 

including the interpretation, administration and consummation of this settlement, to the United 

States District Court for the Eastern District of Michigan; 

(f) determining under Rule 54(b) that there is no just reason for delay and 

directing that the judgment of dismissal in the Actions as to Toyo shall be final; and 

(g) providing that (i) the Court’s certification of the Settlement Classes is 

without prejudice to, or waiver of, the rights of any Defendant, including Toyo, to contest 

certification of any other class proposed in the MDL Litigation; (ii) the Court’s findings in the 

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Order shall have no effect on the Court’s ruling on any motion to certify any class in the MDL 

Litigation or on the Court’s rulings concerning any Defendant’s motion; and (iii) no party may 

cite or refer to the Court’s approval of the Settlement Classes as persuasive or binding authority 

with respect to any motion to certify any such class or any Defendant’s motion. 

22. This Agreement shall become final when (i) the Court has entered a final order 

certifying the Settlement Classes described in Paragraph 13 and approving this Agreement under 

Rule 23(e) and has entered a final judgment dismissing the Actions with prejudice as to Toyo 

and without costs other than those provided for in this Agreement, and (ii) the time for appeal or 

to seek permission to appeal from the Court’s approval of this Agreement and entry of a final 

judgment as to Toyo described in (i) above has expired or, if appealed, approval of this 

Agreement and the final judgment in the Actions as to Toyo has been affirmed in its entirety by 

the Court of last resort to which such appeal has been taken, and such affirmance has become no 

longer subject to further appeal or review, and no other motion or pleading is pending in any 

court. It is agreed that the provisions of Rule 60 shall not be taken into account in determining 

the above-stated times. On the date that Automobile Dealership Plaintiffs and Toyo have 

executed this Agreement, Automobile Dealership Plaintiffs and Toyo shall be bound by its terms 

and this Agreement shall not be rescinded except in accordance with Paragraphs 27(h) or 54 of 

this Agreement. 

23. Neither this Agreement (whether or not it should become final) nor the final 

judgment, nor any and all negotiations, documents, or discussions associated with them 

(including Cooperation Materials produced pursuant to Paragraphs 35-53), shall be deemed or 

construed to be an admission by Toyo, or evidence of any violation of any statute or law or of 

any liability or wrongdoing whatsoever by Toyo, or of the truth of any of the claims or 

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allegations contained in any complaint or any other pleading filed in the MDL Litigation (or 

otherwise), and evidence thereof shall not be discoverable or used in any way, whether in the 

MDL Litigation, or any other arbitration, action or proceeding whatsoever, against Toyo. 

Nothing in this paragraph shall prevent Automobile Dealership Plaintiffs from using and/or 

introducing into evidence Cooperation Materials produced pursuant to Paragraphs 35-53, subject 

to the limitations in those paragraphs, against any other defendants in the MDL Litigation, or to 

develop and promulgate a plan of allocation and distribution. Neither this Agreement, nor any of 

its terms and provisions, nor any of the negotiations or proceedings connected with it, nor any 

other action taken to carry out this Agreement by Toyo, shall be referred to, offered as evidence 

or received in evidence in any pending or future civil, criminal, or administrative action, 

arbitration, or proceedings, except in a proceeding to enforce this Agreement, or to defend 

against the assertion of Released Claims, or as otherwise required by law.

C. Release, Discharge, and Covenant Not to Sue. 

24. In addition to the effect of any final judgment entered in accordance with this 

Agreement, upon this Agreement becoming final, as set out in Paragraph 22 of this Agreement, 

and in consideration of payment of the Settlement Amount, as specified in Paragraph 16 of this 

Agreement, into the Settlement Fund, and for other valuable consideration, the Releasees shall be 

completely released, acquitted, and forever discharged from any and all claims, demands, 

actions, suits, and causes of action, whether class, individual, or otherwise in nature (whether or 

not any Settlement Class Member has objected to the settlement or makes a claim upon or 

participates in the Settlement Fund, whether directly, representatively, derivatively or in any 

other capacity) that Releasors, or any of them, ever had, now has, or hereafter can, shall, or may 

ever have, that now exist or may exist in the future, on account of, or in any way arising out of, 

any and all known and unknown, foreseen and unforeseen, suspected or unsuspected, actual or 

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contingent, liquidated or unliquidated claims, injuries, damages, and the consequences thereof in 

any way arising out of or relating in any way to (i) any conduct alleged in the Complaints, and 

(ii) any act or omission of the Releasees (or any of them) concerning Relevant Parts, including 

but not limited to any conduct and causes of action alleged or asserted or that could have been 

alleged or asserted, in any class action or other complaint filed in the Actions (the “Released 

Claims”), provided however, that nothing herein shall release: (1) any claims made by direct 

purchasers of Relevant Parts; (2) any claims made by end-payors that are indirect purchasers of 

Relevant Parts; (3) any claims made by truck and equipment dealerships that are indirect 

purchasers of Relevant Parts; (4) any claims made by any state, state agency, or instrumentality 

or political subdivision of a state as to government purchases and/or penalties; (5) claims 

involving any negligence, personal injury, breach of contract, bailment, failure to deliver lost 

goods, damaged or delayed goods, product defect, securities or similar claim relating to Relevant 

Parts; (6) claims concerning any automotive part other than Relevant Parts; (7) claims under laws 

other than those of the United States relating to purchases of Relevant Parts made by any 

Releasor outside of the United States; and (8) claims for damages under the state or local laws of 

any jurisdiction other than an Indirect Purchaser State. Releasors shall not, after the date of this 

Agreement, seek to establish liability against any Releasee as to, in whole or in part, any of the 

Released Claims unless this Agreement is, for any reason, not finally approved or terminated. 

25. In addition to the provisions of Paragraph 24 of this Agreement, Releasors hereby 

expressly waive and release, upon this Agreement becoming final, as set out in Paragraph 22 of 

this Agreement, any and all provisions, rights, and benefits, as to their claims concerning 

Relevant Parts conferred by § 1542 of the California Civil Code, which states: 

CERTAIN CLAIMS NOT AFFECTED BY GENERAL 

RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO 

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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; 

or by any equivalent law or statute of any state or territory of the United States, or principle of 

common law, which is similar, comparable, or equivalent to § 1542 of the California Civil 

Code. Each Releasor may hereafter discover facts other than or different from those which 

he, she, or it knows or believes to be true with respect to the claims which are released 

pursuant to the provisions of Paragraph 24 of this Agreement, but each Releasor hereby 

expressly waives and fully, finally, and forever settles and releases, upon this Agreement 

becoming final, any known or unknown, suspected or unsuspected, contingent or noncontingent claim that Toyo and Automobile Dealership Plaintiffs have agreed to release 

pursuant to Paragraph 24, whether or not concealed or hidden, without regard to the 

subsequent discovery or existence of such different or additional facts. 

D. Settlement Amount. 

26. Subject to the provisions hereof, and in full, complete and final settlement of the 

Actions as provided herein, Toyo, shall pay or cause to be paid the Settlement Amount. The 

Settlement Amount shall be paid in U.S. dollars into an escrow account to be administered in 

accordance with the provisions of Paragraph 27 of this Agreement (the “Escrow Account”) 

within thirty (30) days following entry of an order preliminarily approving this Agreement. 

27. Escrow Account. 

(a) The Escrow Account will be established at Huntington National Bank with 

such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding 

investment types and reinvestment of income and proceeds mutually acceptable to Settlement 

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Class Counsel and Toyo, such escrow to be administered by the Escrow Agent under the Court’s 

continuing supervision and control. 

(b) The Escrow Agent shall cause the funds deposited in the Escrow 

Accounts to be invested in short-term instruments backed by the full faith and credit of the 

United States Government or fully insured in writing by the United States Government, or 

money market funds rated Aaa and AAA, respectively by Moody’s Investor Services and 

Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income 

from these instruments and the proceeds of these instruments as they mature in similar 

instruments at their then current market rates. Toyo shall bear no risk related to the management 

and investment of the Settlement Fund. 

(c) All funds held in the Escrow Accounts shall be deemed and considered to 

be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until 

such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of 

the Court. 

(d) Automobile Dealership Plaintiffs and Toyo agree to treat the Settlement 

Fund as being at all times qualified settlement funds within the meaning of Treas. Reg. § 1.468B1. In addition, Settlement Class Counsel shall timely make such elections as necessary or 

advisable to carry out the provisions of this Paragraph 27 including the relation-back election (as 

defined in Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be 

made in compliance with the procedures and requirements contained in such regulations. It shall 

be the responsibility of Settlement Class Counsel to timely and properly prepare and deliver the 

necessary documentation for signature by all necessary parties, and thereafter to cause the 

appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that 

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is consistent with the Settlement Amount being a “Qualified Settlement Funds” within the 

meaning of Treasury Regulation § 1.468B-1. 

(e) For the purpose of § 468B of the Internal Revenue Code of 1986, as 

amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund 

shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all 

information and other tax returns necessary or advisable with respect to the Settlement Fund 

(including without limitation the returns described in Treas. Reg. § 1.468B-2(k), (1)). Such 

returns (as well as the election described in Paragraph 27(d)) shall be consistent with Paragraph 

27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated 

Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of 

the Settlement Fund as provided in Paragraph 27(f) hereof. 

(f) All (i) taxes (including any estimated taxes, interest or penalties) arising 

with respect to the income earned by the Settlement Fund, including any taxes or tax detriments 

that may be imposed upon Toyo or any other Releasee with respect to any income earned by the 

Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified 

settlement funds for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs 

incurred in connection with the operation and implementation of Paragraphs 27(d) through 27(f) 

(including, without limitation, expenses of tax attorneys and/or accountants and mailing and 

distribution costs and expenses relating to filing (or failing to file) the returns described in 

Paragraph 27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. 

(g) Neither Toyo nor any other Releasee nor their respective counsel shall 

have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax 

Expenses shall be treated as, and considered to be, a cost of administration of the Settlement 

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Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior 

order from the Court and the Escrow Agent shall be obligated (notwithstanding anything herein 

to the contrary) to withhold from distribution to any claimants authorized by the Court any funds 

necessary to pay such amounts including the establishment of adequate reserves for any Taxes 

and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg. 

§ 1.468B-2(1)(2)). Toyo shall not be responsible or have any liability therefor. Automobile 

Dealership Plaintiffs and Toyo agree to cooperate with the Escrow Agent, each other, and their 

tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of 

Paragraphs 27(d) through 27(f). 

(h) If this Agreement does not receive final Court approval, including final 

approval of the Settlement Classes as defined in Paragraph 13, or if the Actions are not certified 

as class actions for settlement purposes, then all amounts paid by Toyo into the Settlement Fund 

(other than costs expended or incurred in accordance with Paragraphs 27 and 30, shall be 

returned to Toyo from the Escrow Accounts by the Escrow Agent, along with any interest 

accrued thereon, within thirty (30) calendar days of the Court’s final determination denying final 

approval of the Agreement and/or Settlement Classes. 

28. Injunctive Relief. 

Subject to the provisions hereof, and in full, complete, and final settlement of the 

Actions as provided herein, Toyo further agrees that it will not engage in conduct that 

constitutes a per se violation of Section 1 of the Sherman Act (whether characterized as 

price fixing, market allocation, bid rigging, or otherwise) with respect to the sale of Relevant 

Parts for a period of twenty-four (24) months from the date of the entry of final judgment. 

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29. Exclusions from the Settlement Class. 

Subject to Court approval, any person or entity seeking exclusion from the Settlement 

Classes must timely file a written request for exclusion by the Opt-Out Deadline. Any 

person or entity that files such a request shall be excluded from the Settlement Classes and 

shall have no rights with respect to this settlement. Subject to Court approval, a request for 

exclusion that does not comply with all of the provisions set forth in the applicable class 

notice will be invalid, and the person(s) or entity(ies) serving such an invalid request shall be 

deemed Settlement Class Member(s) and shall be bound by the Settlement Agreement upon 

final approval. Settlement Class Counsel shall, within ten (10) business days after the OptOut Deadline, provide Toyo with a list and copies of all opt out requests it receives in the 

Actions and shall file with the Court a list of all members of the Settlement Classes who 

timely and validly opted out of the Settlement Classes. 

(a) Subject to Court approval, any member of the Settlement Classes who 

submits a valid and timely request for exclusion will not be a Settlement Class Member and shall 

not be bound by the terms of this Agreement. Toyo reserves all of its legal rights and defenses, 

including but not limited to any defenses with respect to any claims asserted against it by 

excluded members of the Settlement Classes relating to whether any excluded member of the 

Settlement Classes is an indirect purchaser of Relevant Parts or has standing to bring any claim 

against Toyo. 

(b) Subject to Court Approval, in the written request for exclusion, the

member of the Settlement Classes must state his, her, or its full name, street address, and 

telephone number. Further, the member of the Settlement Classes must include a statement in the 

written request for exclusion that he, she, or it wishes to be excluded from the settlement. Any 

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member of the Settlement Classes that submits a written request for exclusion may also identify 

the number of Vehicles purchased from March 1, 1996 through the Execution Date of this 

Agreement as requested in the notice to the Settlement Classes as provided in Paragraph 20. 

(c) Toyo or Settlement Class Counsel may dispute an exclusion request, and 

the parties shall, if possible, resolve the disputed exclusion request by agreement and shall 

inform the Court of their position, and, if necessary, obtain a ruling thereon within thirty (30) 

days of the Opt-Out Deadline. 

(d) With respect to the Settlement Classes, within twenty (20) business days 

following the Opt-Out Deadline in accordance with the terms of this Paragraph 29, or as soon 

thereafter as practicable, the parties shall determine the total number of automobile dealership 

locations in the Indirect Purchaser States, during the relevant time period for each Settlement 

Class defined in Paragraph 13, that purchased Vehicles containing Released Parts (defined as the 

Total Number of Damages Class Members for each Settlement Class for purposes of calculating 

the Total Opt-Out Percentage defined below). The parties shall determine the Total Number of 

Damages Class Members with respect to each Settlement Class based upon reasonably available 

public information, and each dealership location shall be counted as a separate Settlement Class 

Member for the purposes of this calculation. In the event the parties mutually agree that nonpublic information is required to determine the Total Number of Damages Class Members for 

each Settlement Class, the parties shall identify an appropriate source of the necessary 

information and any costs or expenses associated with securing such information shall be paid 

pursuant to Paragraph 30 below. Within ten (10) business days following the determination of 

the Total Number of Damages Class Members for each Settlement Class, the parties shall 

calculate the percentage of the Total Number of Damages Class Members for each Settlement 

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Class and the Total Number of Damages Class Members for each Settlement Class that have 

validly and timely requested to be excluded from the Settlement Class (“Total Opt-Out 

Percentage”), provided that Toyo shall have the sole option to waive the calculation and, by 

doing so, waive their rights under this Paragraph. The Total Opt-Out Percentage is a fraction, the 

numerator of which is the Total Number of Damages Class Members for each Settlement Class 

that have validly and timely requested to be excluded from the Settlement Class, and the 

denominator of which is the Total Number of Damages Class Members for each Settlement 

Class. If the parties are unable to agree on the Total Opt-Out Percentage for either Settlement 

Class, the Automobile Dealership Plaintiffs and Toyo agree to submit their respective 

calculations of the Total Opt-Out Percentage for each Settlement Class to the Court for decision 

as to which of the competing calculations is most reasonable. Should the Total Opt-Out 

Percentage for either Settlement Class be more than ten percent (10%) (the “Opt-Out Discount 

Threshold”), Toyo shall be paid out of the Settlement Fund for that Settlement Class an amount 

equal to the Settlement Fund multiplied by the difference between ten percent (10%) and the 

Total Opt-Out Percentage within ten (10) business days of the parties’ agreement or the Court’s 

determination of the Total Opt-Out Percentage calculation for each Settlement Class. As an 

example, for the avoidance of doubt, if the Total Opt-Out Percentage for the Anti-Vibrational 

Rubber Parts Settlement Class were twenty-five percent (25%), Toyo would be paid fifteen 

percent (15%) of the Settlement Fund allocated to the Anti-Vibrational Rubber Parts Settlement 

Class. In the event that, at any point prior to the time when this Settlement Agreement becomes 

final pursuant to Paragraph 22, Settlement Class Counsel enter into a settlement agreement with 

a defendant in any action in the MDL Litigation on behalf of a putative class of automobile 

dealer plaintiffs containing an Opt-Out Discount Threshold (whether identified as such or not) 

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below ten percent (10%), the lowest Opt-Out Discount Threshold to which Settlement Class 

Counsel have so agreed shall be applied herein to the calculation of any refund of the Settlement 

Fund to which Toyo is entitled. 

30. Payment of Expenses. 

(a) Toyo agrees to permit a reasonable portion of the Settlement Fund to be 

used towards notice to the Settlement Classes and the costs of administration of the Settlement 

Fund. The notice and administration expenses are not recoverable if this settlement does not 

become final or is terminated to the extent such funds have actually been expended or incurred 

for notice and administration costs. Other than as set forth in Paragraphs 27 and 30, Toyo shall 

not be liable for any of the costs or expenses of the litigation of the Actions, including attorneys’ 

fees, fees and expenses of expert witnesses and consultants, and costs and expenses associated 

with discovery, motion practice, hearings before the Court or Special Master, appeals, trials or 

the negotiation of other settlements, or for class administration and costs. 

(b) To mitigate the costs of notice and administration, Automobile Dealership 

Plaintiffs shall use their best efforts, if practicable, to disseminate notice with any other 

settlements reached with other defendants in the MDL Litigation and to apportion the costs of 

notice and administration on a pro rata basis across the applicable settlements. 

E. The Settlement Fund. 

31. Releasors shall look solely to the Settlement Fund for settlement and satisfaction 

of financial obligations against the Releasees and shall have no other financial recovery against 

Toyo or any other Releasees for any Released Claims and claims to be waived and released 

pursuant to Paragraph 24. 

32. After this Agreement becomes final within the meaning of Paragraph 22, the 

Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the 

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appropriate time by Settlement Class Counsel, subject to approval by the Court. In no event 

shall any Releasee have any responsibility, financial obligation, or liability whatsoever with 

respect to the investment, distribution, or administration of the Settlement Fund, including, but 

not limited to, the costs and expenses of such distribution and administration except as expressly 

otherwise provided in Paragraph 27 and Paragraph 30 of this Agreement. 

33. Automobile Dealership Plaintiffs and Settlement Class Counsel shall be 

reimbursed solely out of the Settlement Fund for all expenses and costs, as provided by Court 

Order. Toyo and the other Releasees shall not be liable for any costs, fees, or expenses of any of 

Automobile Dealership Plaintiffs or the Settlement Classes’ respective attorneys, experts, 

advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the 

Court shall be paid out of the Settlement Fund. 

34. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and 

Incentive Awards for Class Representatives. 

(a) Settlement Class Counsel may submit an application or applications to the 

Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of 

one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in 

connection with prosecuting the Actions and incentive awards, plus interest on such attorneys’ 

fees, costs, and expenses at the same rate and for the same period as earned by the Settlement 

Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement 

Class Counsel reserves the right to make additional applications for Court approval of fees and 

expenses incurred and reasonable incentive awards, but in no event shall Toyo or any other 

Releasees be responsible to pay any such additional fees and expenses except to the extent they 

are paid out of the Settlement Fund. 

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(b) Subject to Court approval, Automobile Dealership Plaintiffs and 

Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all 

expenses including, but not limited to, attorneys’ fees and past, current, or future litigation 

expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be 

payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed 

objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part 

thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or 

repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or 

further proceedings on remand, or successful collateral attack, the fee or award of expenses is 

reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to 

Paragraph 27(h) or Paragraph 54. 

(c) The procedure for and the allowance or disallowance by the Court of the 

application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive 

awards for class representatives to be paid out of the Settlement Fund is not part of this 

Agreement, and is to be considered by the Court separately from the Court’s consideration of the 

fairness, reasonableness and adequacy of the Settlement. Any order or proceeding relating to the 

Fee and Expense Application, or any appeal from any such order shall not operate to terminate or 

cancel this Agreement, or affect the finality of the final approval of the settlement. 

(d) Neither Toyo nor any other Releasee under this Agreement shall have any 

responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement 

Class Counsel and/or Automobile Dealership Plaintiffs of any Fee and Expense Award in the 

Actions. 

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(e) Neither Toyo nor any other Releasee under this Agreement shall have any 

responsibility for, or interest in, or liability whatsoever with respect to the allocation among 

Settlement Class Counsel, Automobile Dealership Plaintiffs and/or any other person who may 

assert some claim thereto, of any Fee and Expense Award that the Court may make in the 

Actions. 

F. Cooperation. 

35. In return for the release and discharge provided herein, Toyo agrees to pay the 

Settlement Amount and be bound by the Injunctive Relief described in Paragraph 28, and further 

agrees to use its best efforts to provide satisfactory and timely Cooperation, as set forth 

specifically in Paragraphs 36-53 below, until the later of (a) entry of the final judgment or 

judgments with respect to all of the remaining Defendants in the Actions, or (b) dismissal with 

prejudice of those Defendants, and when such judgments or dismissals become final. For 

purposes of this paragraph, “final” shall have the meaning set forth in Paragraph 22. 

Cooperation will take place consistent with the timing set forth specifically below, and in a 

manner that is in compliance with Toyo’s obligations to Government Entities (defined as the 

United States Department of Justice (“DOJ”), the Japanese Fair Trade Commission (“JFTC”), 

the European Commission (“EU”), or any other government entity). Automobile Dealership 

Plaintiffs shall use their best efforts to coordinate Cooperation with End-Payor Plaintiffs in the 

actions captioned Master File No. 12-md-02311, Case No. 2:13-cv-00803, and Case No. 2:14-cv02903, so as to avoid all unnecessary duplication and expense on Toyo. Toyo shall not be 

required to provide Documents or information protected by the attorney-client privilege, the 

attorney work product doctrine, the common interest doctrine, any applicable privilege under 

foreign law, or whose disclosure is prohibited by court order or any foreign or domestic law. No 

Document shall be withheld under claim of privilege if produced or made available to any 

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Government Entities. Upon reasonable request, for all Documents withheld from production, 

Toyo shall provide a privilege log describing such Documents in sufficient detail as to explain 

the nature of the privilege asserted or the basis of any other law or rule protecting such 

Documents. 

36. Any Cooperation Materials provided by Toyo are governed by the Protective 

Orders entered in or governing the Actions, Stipulation and Protective Order Governing the 

Production and Exchange of Confidential Information, Anti-Vibrational Rubber Parts, No. 2:13-

cv-00802 (E.D. Mich. Aug. 8, 2016), ECF No. 144 and Stipulation and Protective Order 

Governing the Production and Exchange of Confidential Information, Wire Harness Systems, 

No. 12-md-02311 (E.D. Mich. Jul. 10, 2012), ECF No. 200, including the limitation contained in 

the Protective Orders on the uses to which information may be put and the persons to whom 

disclosure may be made, and may be designated “Confidential” or “Highly Confidential” as 

provided in the Protective Orders. 

37. Identity of Individuals. Within five (5) business days of execution of this 

Agreement, counsel for Toyo shall provide Settlement Class Counsel with the identity of all 

current and former employees, directors and officers of Toyo who: (1) were interviewed and/or 

prosecuted by any Government Entity in connection with alleged price-fixing, bid rigging and 

market allocation of Relevant Parts; (2) appeared before the grand jury in the DOJ’s 

investigation into alleged antitrust violations with respect to Relevant Parts; and/or (3) were 

disclosed to the DOJ as having knowledge or information relating to the DOJ’s investigation into 

alleged antitrust violations with respect to Relevant Parts. 

38. In addition, after conducting a reasonable search, Toyo shall within sixty (60) 

days of preliminary approval of this Agreement by the Court, to the best of its knowledge, 

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identify: (i) those Vehicles sold in the United States from March 1, 1996 through the Execution 

Date of this Agreement that contain AVRP manufactured or sold by Toyo; and (ii) those 

Vehicles sold in the United States from January 1, 2006 through the Execution Date of this 

Agreement that contain CVJ Boots manufactured or sold by Toyo. 

39. DOJ Documents. To the extent not already produced, Toyo shall produce to 

Settlement Class Counsel non-privileged Documents, including any translations, provided to or 

seized by the DOJ in connection with its investigations into potential violations of competition 

laws with respect to the Relevant Parts no later than forty-five (45) days after the Execution 

Date. 

40. In the event Toyo has produced or subsequently produces Documents, including 

translations, or provides declarations or written responses to discovery to any party or non-party 

in the MDL Litigation, concerning or relating to the Relevant Parts (a “Relevant Production”), 

Toyo shall produce all such Documents, declarations, or written discovery responses to 

Settlement Class Counsel contemporaneously with making the Relevant Production to the extent 

such Documents, declarations, or written discovery responses have not previously been produced 

by Toyo to Settlement Class Counsel. In addition, Toyo shall provide Automobile Dealership 

Plaintiffs with all cooperation it provides pursuant to any settlement agreement with any other 

party in this MDL Litigation, including but not limited to, the Direct Purchaser Plaintiffs. To the 

extent that such cooperation includes any attorney proffer, witness interviews, or depositions of 

witnesses in addition to those already provided for in Paragraphs 45 and 49 below, Settlement 

Class Counsel shall be permitted to attend and/or participate in such attorney proffer, witness 

interviews or depositions, and shall be entitled to ask questions for a period of up to three (3) 

hours at any interview or deposition (provided that this shall not expand the time permitted for 

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any deposition). All such additional Cooperation shall be coordinated, to the extent reasonably 

practicable, between Settlement Class Counsel, settlement class counsel for the End-Payor 

Plaintiffs in the actions captioned Master File No. 12-md-02311, Case No. 2:13-cv-00803, and 

Case No. 2:14-cv-02903 (“End-Payor Settlement Class Counsel”), and settlement class counsel 

for the Direct Purchaser Plaintiffs, or such other party in the MDL Litigation to whom such 

cooperation is provided pursuant to a settlement agreement. Automobile Dealership Plaintiffs’ 

receipt of or participation in cooperation provided by Toyo to other parties or non-parties shall 

not in any way limit Automobile Dealership Plaintiffs’ entitlement to receive Cooperation as set 

forth in this Section F, including but not limited to, attorney proffers, witness interviews, and 

depositions. 

41. This Agreement does not restrict Settlement Class Counsel from noticing, 

attending and/or participating in any deposition in the MDL Litigation. Settlement Class 

Counsel may cross-notice, attend and/or participate in any depositions of Toyo’s witnesses in 

addition to the depositions set forth in Paragraphs 45 and 49, and Settlement Class Counsel 

together with End-Payor Settlement Class Counsel may ask questions for a combined total of 

three (3) hours at such deposition, provided that the time for participation of Settlement Class 

Counsel and End-Payor Settlement Class Counsel shall not expand the time permitted for the 

deposition as may be provided by the Court, and Settlement Class Counsel will not ask the Court 

to enlarge the time of any deposition noticed of an Toyo current or former employee. 

Participation by Settlement Class Counsel in the depositions discussed in this paragraph will not 

limit the number of depositions to be provided under Paragraphs 45 and 49 below. Automobile 

Dealership Plaintiffs and Settlement Class Counsel agree to use their best efforts to ensure that 

any depositions taken under Paragraphs 45 and 49 below are coordinated with any other 

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deposition noticed in the MDL Litigation to avoid unnecessary duplication. In the event 

Automobile Dealership Plaintiffs have settled with all Defendants in one or more of the Actions 

(“Settled Action”), Automobile Dealership Plaintiffs will forego participating in depositions of 

Toyo witnesses scheduled by other plaintiff groups in the Settled Action (“Preserved 

Deposition”) provided that if: (1) this Agreement does not receive Final Approval, or (2) any 

other settlement in the Settled Action does not receive final approval, then Automobile 

Dealership Plaintiffs may, at a later date, take the deposition of any Toyo witnesses who were the 

subject of a Preserved Deposition subject to the limitations of this Paragraph. Nothing herein 

shall alter, limit or otherwise affect rights of Automobile Dealership Plaintiffs to take depositions 

of Toyo employees subject to Paragraphs 45 and 49 of this Agreement, and nothing herein shall 

alter, limit or otherwise affect Toyo’s rights with regard to any depositions noticed pursuant to 

any authority other than Paragraphs 45 and 49 of this Agreement and Toyo does not waive any 

objections hereto. 

42. Further Cooperation as to CVJ Boots. With respect to CVJ Boots, Toyo shall 

provide the following additional cooperation set forth in Paragraphs 43-45 below. 

43. Transactional Data. Toyo will use its best efforts to complete the production of 

transactional data no later than forty-five (45) days after preliminary approval by the Court of the 

Agreement concerning Toyo’s sales of CVJ Boots sold to Original Equipment Manufacturers, or 

other purchasers of CVJ Boots from January 1, 2004 through the Execution Date. Toyo will 

only produce the data that exists as of the Execution Date of this Agreement and will not be 

obligated to perform any analyses of the data for Settlement Class Counsel. In addition, Toyo 

will provide, in response to a written request from Settlement Class Counsel, a single production 

of electronic transactional data generated during the two years after the Execution Date of this 

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Agreement concerning CVJ Boots as it exists in Toyo’s electronic databases at the time of the 

request, within sixty (60) days of the receipt of such request. Toyo shall have no ongoing 

obligation to produce such data as it is generated. Toyo shall preserve such transactional data 

until two (2) years after the Execution Date of this Agreement. Toyo will produce transactional 

data only from existing electronic transaction databases, except that, to the extent Toyo has not 

recorded or maintained electronic transaction data for any period between January 1, 2004 and 

two (2) years from the Execution Date of this Agreement for CVJ Boots, then Toyo will use 

reasonable efforts to produce existing hard copy records of sales transactions not recorded or 

maintained electronically in the existing electronic sales transaction database. 

44. Documents. Toyo will use its best efforts to complete the production of the 

following Documents, including all English translations, to the extent they exist no later than 

forty-five (45) days after preliminary approval by the Court of this Agreement: (1) Documents, 

including any translations, provided to or seized by Government Entities relating to their 

investigation into alleged competition violations with respect to CVJ Boots (excluding 

Documents provided to the DOJ, which shall be provided in accordance with Paragraph 39); 

(2) non-privileged Documents concerning CVJ Boots collected and reviewed in connection with 

a communication, meeting, or agreement regarding CVJ Boots, by any employee, officer, or 

director of Toyo with any employee, officer, or director of another manufacturer or seller of CVJ 

Boots, but that were not provided to or seized by Government Entities; (3) Documents sufficient 

to show Toyo’s determination of their prices for CVJ Boots; and (4) Documents concerning any 

requests for quotation (“RFQ”) from OEMs or post-award price adjustment, including any bids 

submitted in response to such RFQs, award notifications for such RFQs, and post-award price 

adjustments that were part of such RFQs for CVJ Boots (collectively “RFQ-related Documents”) 

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that were subject to collusion. In addition, upon Automobile Dealership Plaintiffs’ reasonable 

request, Toyo shall within sixty (60) days produce RFQ-related Documents for up to ten (10) 

additional RFQs specifically identified by Automobile Dealership Plaintiffs. As to additional 

Documents in Toyo’s custody, possession or control concerning CVJ Boots that are not listed 

above, Toyo will consider in good faith any reasonable request by Automobile Dealership 

Plaintiffs to collect and produce such Documents provided the request would not impose undue 

burden on Toyo. 

45. Attorney Proffers and Witness Interviews. Additionally, Toyo shall use its best 

efforts to cooperate with Settlement Class Counsel as set forth in Paragraph 45 herein. 

(a) Within thirty (30) days of Settlement Class Counsel’s request, following 

preliminary approval of the Agreement by the Court, Toyo’s counsel will make themselves 

available at a mutually agreed location in the United States for up to three (3) meetings of one 

business day each to provide attorney’s proffer(s) of facts known to them. Thereafter, Toyo’s 

counsel will make themselves available for reasonable follow-up conversations in connection 

with the attorney’s proffer(s), and will use best efforts to respond to questions posed by 

Settlement Class Counsel. Automobile Dealership Plaintiffs and Settlement Class Counsel will 

not attribute any factual information obtained from any attorney proffers to Toyo or their 

counsel. Information provided in the attorneys’ proffer shall be governed by the Protective 

Order in the CVJ Boots Action, including the limitations contained in the Protective Order on 

the uses to which information may be put and the persons to whom disclosure may be made. 

Toyo further agrees to make no more than five (5) persons available for interviews and 

depositions, provide declarations or affidavits from the same persons, and make those persons 

available to testify at trial upon Settlement Class Counsel’s request. The interviews and 

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depositions shall be conducted at a mutually agreed-upon location in the United States, and the 

depositions shall be limited to a total of seven (7) hours over one (1) day unless the deposition is 

in a language other than English, in which case the deposition shall be limited to a total of 

thirteen (13) hours over two (2) days. If any such interview or deposition takes place outside of 

the country of the witness’s residence, Settlement Class Counsel shall reimburse Toyo for such 

person’s economy class fare and up to $450 per day for lodging and expenses actually incurred. 

To the extent Settlement Class Counsel coordinates any such interview or deposition with EndPayor Settlement Class Counsel, Settlement Class Counsel and End-Payor Settlement Class 

Counsel shall collectively reimburse Toyo for such person’s economy class fare and up to $450 

per day for lodging and expenses actually incurred. 

(b) In addition to its Cooperation obligations set forth herein, Toyo agrees to 

produce through affidavit(s), declaration(s) and/or at trial, in Settlement Class Counsel’s 

discretion, representatives qualified to authenticate, establish as business records, or otherwise 

establish any other necessary foundation for admission into evidence of any Documents or 

transactional data produced or to be produced by Toyo. Settlement Class Counsel agree to use 

their best efforts to obtain stipulations that would avoid the need to call Toyo witnesses at trial 

for the purpose of obtaining such evidentiary foundations. 

46. Further Cooperation as to AVRP. With respect to the Anti-Vibrational Rubber 

Parts Action, in the event that: (1) Plaintiffs name a new Defendant; or (2) the pending 

settlements with (a) Bridgestone Corporation and Bridgestone APM Company (“Bridgestone”), 

(b) Yamashita Rubber Co., Ltd. and YUSA Corp. (“Yamashita”), or (c) Sumitomo Riko Co. Ltd. 

and DTR Industries, Inc. (“Sumitomo Riko”) do not receive final approval or are rescinded or 

terminated for any reason and Automobile Dealership plaintiffs resume active litigation against 

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Bridgestone, Yamashita, or Sumitomo Riko, Toyo shall provide the following additional 

cooperation set forth in Paragraphs 47-49. For purposes of this Paragraph, “final” shall have the 

meaning set forth in Paragraph 22. 

47. Transactional Data. Toyo previously completed its production of transactional 

data relating to AVRP in response to the End-Payor Plaintiffs’ requests in accordance with the 

Discovery Plan entered by the Court in the Anti-Vibrational Rubber Parts Action on 

November 4, 2016. Within forty-five (45) days after Settlement Class Counsel’s request, to the 

extent not already completed, Toyo will use its best efforts to complete the production of 

transactional data concerning Toyo’s sales of AVRP sold to Original Equipment Manufacturers, 

or other purchasers of AVRP from January 1, 2015 through the Execution Date. Toyo will only 

produce the data that exists as of the Execution Date of this Agreement and will not be obligated 

to perform any analyses of the data for Settlement Class Counsel. In addition, Toyo will provide, 

in response to a written request from Settlement Class Counsel, a single production of electronic 

transactional data generated during the two years after the Execution Date of this Agreement 

concerning AVRP as it exists in Toyo’s electronic databases at the time of the request, within 

sixty (60) days of the receipt of such request. Toyo shall have no ongoing obligation to produce 

such data as it is generated. Toyo shall preserve such transactional data for the period from 

January 1, 2015 through two (2) years after the Execution Date until sixty (60) days from the 

date that final judgment has been entered in the AVRP Action against all defendants unless this 

Agreement is rescinded, disapproved, or otherwise fails to take effect. For purposes of this 

Paragraph, “final” shall have the meaning set forth in Paragraph 22. Toyo will produce 

transactional data only from existing electronic transaction databases, except that, to the extent 

Toyo has not recorded or maintained electronic transaction data for any period between 

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January 1, 2015 and two (2) years from the Execution Date of this Agreement, then Toyo will 

use reasonable efforts to produce existing hard copy records of sales transactions not recorded or 

maintained electronically in the existing electronic sales transaction database. 

48. Documents. Toyo previously completed its production of Documents relating to

AVRP in response to the End Payor Plaintiffs’ requests in accordance with the Discovery Plan 

entered by the Court in the Anti-Vibrational Rubber Parts Action on November 4, 2016. As to 

additional Documents in Toyo’s possession, custody, or control concerning AVRP, Toyo will 

consider in good faith any reasonable request by Automobile Dealership Plaintiffs to collect and 

produce such Documents, provided the request would not impose an undue burden on Toyo. 

49. Attorney Proffers and Witness Interviews. Additionally, Toyo shall use its best 

efforts to cooperate with Settlement Class Counsel as set forth in Paragraph 49 herein. 

(a) Within thirty (30) days of Settlement Class Counsel’s request, Toyo’s 

counsel will make themselves available at a mutually agreed location in the United States for up 

to two (2) meetings of one business day each to provide attorney’s proffer(s) of facts known to 

them. Thereafter, Toyo’s counsel will make themselves available for reasonable follow-up 

conversations in connection with the attorney’s proffer(s), and will use best efforts to respond to 

questions posed by Settlement Class Counsel. Automobile Dealership Plaintiffs and Settlement 

Class Counsel will not attribute any factual information obtained from any attorney proffers to 

Toyo or their counsel. Information provided in the attorneys’ proffer shall be governed by the 

Protective Order in the AVRP Action, including the limitations contained in the Protective Order 

on the uses to which information may be put and the persons to whom disclosure may be made. 

Toyo further agrees to make five (5) persons available for interviews and depositions, provide 

declarations or affidavits from up to ten (10) persons, and make up to ten (10) persons available 

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to testify at trial upon Settlement Class Counsel’s request. The interviews and depositions shall 

be conducted at a mutually agreed-upon location in the United States, and the depositions shall 

be limited to a total of seven (7) hours over one (1) day unless the deposition is in a language 

other than English, in which case the deposition shall be limited to a total of thirteen (13) hours 

over two (2) days. If any such interview or deposition takes place outside of the country of the 

witness’s residence, Settlement Class Counsel shall reimburse Toyo for such person’s economy 

class fare and up to $450 per day for lodging and expenses actually incurred. To the extent 

Settlement Class Counsel coordinates any such interview or deposition with End-Payor 

Settlement Class Counsel, Settlement Class Counsel and End-Payor Settlement Class Counsel 

shall collectively reimburse Toyo for such person’s economy class fare and up to $450 per day 

for lodging and expenses actually incurred. 

(b) In addition to its Cooperation obligations set forth herein, Toyo agrees to 

produce through affidavit(s), declaration(s) and/or at trial, in Settlement Class Counsel’s 

discretion, representatives qualified to authenticate, establish as business records, or otherwise 

establish any other necessary foundation for admission into evidence of any Documents or 

transactional data produced or to be produced by Toyo. Settlement Class Counsel agree to use 

their best efforts to obtain stipulations that would avoid the need to call Toyo witnesses at trial 

for the purpose of obtaining such evidentiary foundations. 

50. Toyo’s obligations to provide Cooperation shall not be affected by the releases set 

forth in this Settlement Agreement. Unless this Agreement is rescinded, disapproved, or 

otherwise fails to take effect, Toyo’s obligations to provide Cooperation under this Agreement 

shall continue only until otherwise ordered by the Court, or until the later of (a) the entry of the 

final judgment or judgments with respect to all of the Defendants in the Actions or (b) dismissal 

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with prejudice of those Defendants and when such judgments or dismissals become final. For 

purposes of this Paragraph, “final” shall have the meaning set forth in Paragraph 22. 

51. In the event that this Agreement fails to receive final approval by the Court, 

including final approval of the Settlement Classes as defined in Paragraph 13, or in the event that 

it is terminated by either party under any provision herein, the parties agree that neither 

Automobile Dealership Plaintiffs nor Settlement Class Counsel shall be permitted to introduce 

into evidence against Toyo, at any hearing or trial, or in support of any motion, opposition or 

other pleading in the Actions or in any other federal or state or foreign action alleging a violation 

of any law relating to the subject matter of the Actions, any Documents provided by Toyo and/or 

the other Releasees, their counsel, or any individual made available by Toyo pursuant to 

Cooperation (as opposed to from any other source or pursuant to a court order). This limitation 

shall not apply to any discovery of Toyo which Settlement Class Counsel participate in as part of 

the MDL Litigation. Notwithstanding anything contained herein, Automobile Dealership 

Plaintiffs and the Settlement Classes are not relinquishing any rights to pursue discovery against 

Toyo in the event that this Agreement fails to receive final approval by the Court, including final 

approval of the Settlement Classes as defined in Paragraph 13, or in the event that it is terminated 

by either party under any provision herein. 

52. Toyo and other Releasees need not respond to formal discovery requests from 

Automobile Dealership Plaintiffs or otherwise participate in the Actions during the pendency of 

this Agreement, with the exception of the Cooperation provisions set forth above in Paragraphs 

35-53. Other than to enforce the terms of this Agreement, neither Toyo nor Automobile 

Dealership Plaintiffs shall file motions against the other, in the Actions, during the pendency of 

this Agreement. 

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53. If Settlement Class Counsel believes that Toyo or any current or former 

employee, officer or director of Toyo has failed to Cooperate under the terms of this Agreement, 

Settlement Class Counsel may seek an Order from the Court compelling such Cooperation. 

Nothing in this provision shall limit in any way Toyo’s ability to defend the level of Cooperation 

it has provided or to defend its compliance with the terms of the Cooperation provisions in this 

Agreement. Moreover, nothing in this Agreement shall be interpreted to state or imply that Toyo 

has any control over any former employees, officers, or directors. 

G. Rescission if this Agreement is Not Approved or Final Judgment is Not Entered. 

54. If the Court refuses to approve this Agreement or any part hereof, including if the 

Court does not certify the Settlement Classes in accordance with the specific Settlement Class 

definitions set forth in this Agreement, or if such approval is modified or set aside on appeal, or 

if the Court does not enter the final judgments provided for in Paragraph 22 of this Agreement, 

or if the Court enters the final judgments and appellate review is sought, and on such review, 

such final judgments are not affirmed in their entirety, then Toyo and Automobile Dealership 

Plaintiffs shall each, in their sole discretion, have the option to rescind this Agreement in its 

entirety. Written notice of the exercise of any such right to rescind shall be made according to 

the terms of Paragraph 67. A modification or reversal on appeal of any amount of Settlement 

Class Counsel’s fees and expenses awarded by the Court from the Settlement Fund shall not be 

deemed a modification of all or a part of the terms of this Agreement or such final judgment. 

55. In the event that this Agreement does not become final as set forth in Paragraph 

22, or this Agreement otherwise is terminated pursuant to Paragraph 54, then this Agreement 

shall be of no force or effect and any and all parts of the Settlement Fund caused to be deposited 

in the Escrow Accounts (including interest earned thereon) shall be returned forthwith to Toyo 

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less only disbursements made in accordance with Paragraphs 27 and 30 of this Agreement. Toyo 

expressly reserves all rights and defenses if this Agreement does not become final. 

56. Further, and in any event, Automobile Dealership Plaintiffs and Toyo agree that 

this Agreement, whether or not it shall become final, and any and all negotiations, Documents, 

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

evidence of (i) any violation of any statute or law or of any liability or wrongdoing whatsoever 

by Toyo, or the other Releasees, to be used against Toyo, or of (ii) the truth of any of the claims 

or allegations contained in the Complaints or any other pleading filed in the Actions, to be used 

against Toyo, and evidence thereof shall not be discoverable or used in any way, whether in the 

MDL Litigation or in any other action or proceeding, against Toyo. Nothing in this paragraph 

shall prevent Automobile Dealership Plaintiffs from using Cooperation Materials produced by 

Toyo against any other defendants in any actions in the MDL Litigation to establish (i) or (ii) 

above. 

57. This Agreement shall be construed and interpreted to effectuate the intent of the 

parties, which is to provide, through this Agreement, for a complete resolution of the relevant 

claims with respect to each Releasee as provided in this Agreement. 

58. The parties to this Agreement contemplate and agree that, prior to final approval 

of the settlement as provided for in Paragraphs 18-22 hereof, appropriate notice 1) of the 

settlement; and 2) of a hearing at which the Court will consider the approval of this Agreement, 

will be given to the Settlement Classes. 

H. Miscellaneous. 

59. Toyo, Automobile Dealership Plaintiffs, and Settlement Class Counsel agree not 

to disclose publicly or to any other person the terms of this Agreement until this Agreement is 

fully executed by all parties, except that Toyo may disclose the Agreement itself and the terms 

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and conditions thereof: (i) to those employees and outside professional advisors (e.g., 

accountants, lawyers, tax advisors, etc.) who need to be aware of this Agreement or its terms, or 

(ii) as required by law for the purpose of financial reporting (e.g., securities notices, filings, 

and/or disclosures, etc.) 

60. Toyo shall submit all materials required to be sent to appropriate Federal and 

State officials pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715. 

61. This Agreement does not settle or compromise any claim by Automobile 

Dealership Plaintiffs or any Settlement Class Member asserted in the Complaints or, if amended, 

any subsequent complaints, against any defendant or alleged co-conspirator other than Toyo and 

the other Releaseees. All rights against such other defendants or alleged co-conspirators are 

specifically reserved by Automobile Dealership Plaintiffs and the Settlement Classes. All rights 

of any Settlement Class Member against any and all former, current, or future defendants or coconspirators or any other person other than Toyo and the other Releasees, for sales made by 

Toyo and Toyo’s alleged illegal conduct are specifically reserved by Automobile Dealership 

Plaintiffs and Settlement Class Members. Toyo’s sales to the class and its alleged illegal conduct 

shall, to the extent permitted or authorized by law, remain in the Actions as a basis for damage 

claims and shall be part of any joint and several liability claims against other current or future 

defendants in the Actions or other persons or entities other than Toyo and the other Releasees. 

Toyo shall not be responsible for any payment to Automobile Dealership Plaintiffs other than the 

amount specifically agreed to in Paragraph 16 of this Agreement. 

62. The United States District Court for the Eastern District of Michigan shall retain 

jurisdiction over the implementation, enforcement, and performance of this Agreement, and shall 

have exclusive jurisdiction over any suit, action, proceeding, or dispute arising out of or relating 

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to this Agreement or the applicability of this Agreement that cannot be resolved by negotiation 

and agreement by Automobile Dealership Plaintiffs and Toyo, including challenges to the 

reasonableness of any party’s actions. This Agreement shall be governed by and interpreted 

according to the substantive laws of the state of Michigan without regard to its choice of law or 

conflict of laws principles. Toyo will not object to complying with any of the provisions 

outlined in this Agreement on the basis of jurisdiction. 

63. This Agreement constitutes the entire, complete and integrated agreement among 

Automobile Dealership Plaintiffs and Toyo pertaining to the settlement of the Actions against 

Toyo, and supersedes all prior and contemporaneous undertakings, communications, 

representations, understandings, negotiations and discussions, either oral or written, between 

Automobile Dealership Plaintiffs and Toyo in connection herewith. This Agreement may not be 

modified or amended except in writing executed by Automobile Dealership Plaintiffs and Toyo, 

and approved by the Court. 

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

and assigns of Automobile Dealership Plaintiffs and Toyo. Without limiting the generality of the 

foregoing, each and every covenant and agreement made herein by Automobile Dealership 

Plaintiffs or Settlement Class Counsel shall be binding upon all Settlement Class Members and 

Releasors. The Releasees (other than Toyo entities which are parties hereto) are third-party 

beneficiaries of this Agreement and are authorized to enforce its terms applicable to them. 

65. This Agreement may be executed in counterparts by Automobile Dealership 

Plaintiffs and Toyo, and a facsimile signature shall be deemed an original signature for purposes 

of executing this Agreement. 

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66. Neither Automobile Dealership Plaintiffs nor Toyo shall be considered to be the 

drafter of this Agreement or any of its provisions for the purpose of any statute, case law, or rule 

of interpretation or construction that would or might cause any provision to be construed against 

the drafter of this Agreement. 

67. Where this Agreement requires either party to provide notice or any other 

communication or Document to the other, such notice shall be in writing, and such notice, 

communication or Document shall be provided by facsimile, or electronic mail (provided that the 

recipient acknowledges having received that email, with an automatic “read receipt” or similar 

notice constituting an acknowledgement of an email receipt for purposes of this paragraph), or 

letter by overnight delivery to the undersigned counsel of record for the party to whom notice is 

being provided. 

68. Each of the undersigned attorneys represents that he or she is fully authorized to 

enter into the terms and conditions of, and to execute, this Agreement subject to Court approval. 

 [signature pages follow] 

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EXHIBIT 1

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