**TABLE OF CONTENTS**     SECTION 1 – RECITALS  1      SECTION 2 – DEFINITIONS  2      SECTION 3 – REQUIRED EVENTS AND COOPERATION  11      SECTION 4 – NOTICE TO THE SETTLEMENT CLASS  13      SECTION 5 – MONEY MART’S SETTLEMENT OBLIGATIONS  14      (a) Opt-Out Rights  14      (b) Claims Period and Process  15      (c) Settlement Class Claimants  16      (d) Payments to Settlement Class Claimants  17      (e) Debt Release  19      (f) Residue  19      SECTION 6 – SETTLEMENT ADMINISTRATION  19      (a) Money Mart  19      (b) The Referee  20      (c) The Auditor  21      SECTION 7 – RELEASES AND JURISDICTION OF THE COURT  21      SECTION 8 – CLASS COUNSEL FEES  22      SECTION 9 – NO ADMISSIONS/NO USE  23      SECTION 10 – MISCELLANEOUS PROVISIONS  23      SECTION 11 – TERMINATION OF THE AGREEMENT  26      SECTION 12 – REPRESENTATIONS AND WARRANTIES  27      SECTION 13 – GUARANTEE BY DOLLAR FINANCIAL  28 

 

      Subject to Court approval as provided herein, the Parties hereby stipulate and agree that, inconsideration of the promises and covenants set forth in the Agreement and upon the SettlementApproval Order approving the Settlement and directing the implementation of the terms andconditions of the Settlement as set forth in the Agreement becoming final, the Action will besettled and compromised upon the terms and conditions contained herein.**SECTION 1 – RECITALS**1.1 WHEREAS:A. Kurt MacKinnon and Louise Parsons commenced the Action against the Defendants alleging amongother things that the Defendants charged, or permitted to be charged, fees for short term loanswhich constituted interest at a criminal rate contrary to s. 347 of the C*riminal Code of Canada*;B. The Defendants have denied and continue to deny the Plaintiffs’ claims in the Action and havedenied any wrongdoing or liability to the Plaintiffs of any kind, and have raised numerousaffirmative defences;C. Based upon extensive analysis of the facts and the law applicable to the Plaintiffs’ claims,and taking into account the extensive burdens and expense of continued litigation, including therisks and uncertainties associated with trial and any potential appeal, the risk of collection, aswell as the fair, cost-effective and assured method of resolving the Plaintiffs’ claims and theclaims of the Settlement Class, Class Counsel and the Plaintiffs, with the benefit of advice fromClass Counsel, concluded that the Agreement is fair and reasonable, and in the best interests ofthe Settlement Class;D. The Defendants similarly have concluded that the Agreement is desirable in order to avoid thetime, risks and expense of continuing with the Action, a trial and any potential appeals, and toresolve finally and completely the pending and potential claims of the Plaintiffs and theSettlement Class;

 

  2E. The Plaintiffs and the Defendants engaged in lengthy, hard fought and extensive litigation,negotiations and independent mediation sessions, which mediation sessions resulted in theAgreement. The terms and conditions of the Agreement are recommended by the independent mediator,the Honourable Donald Brenner, Q.C.;F. The Parties intend by the Agreement to resolve, terminate and finally conclude any and allSettled Claims pursuant to the terms of the Agreement, and further intend that the ReleasedPersons shall receive complete releases and final peace from all such Settled Claims on behalf ofthe Settlement Class; and        NOW, THEREFORE, for value received, the Parties stipulate and agree, subject to Courtapproval, that any and all Settled Claims shall be finally settled and resolved on the terms andconditions set forth in the Agreement:**SECTION 2 – DEFINITIONS**2.1 As used in the Agreement, including the Recitals and Schedules hereto, in addition to anydefinitions elsewhere in the Agreement, the following terms shall have the meanings set forthbelow:(a) ***Action***means the action in the Supreme of British Columbia bearing Court File No.S030527;(b) ***Agreement***means this agreement, including all Schedules attached hereto;(c) ***Auditor***means Grant Thornton LLP;(d) ***Cash Credits***means cash in the total amount of $12,375,000 to be distributed toSettlement Class Claimants in shares calculated in accordance with this Agreement;

 

3(e) ***Cheque Cashing Fees***mean the amount of the percentage fee and the fixed fee paid by aSettlement Class Member to cash a cheque used to repay an Eligible Fast Cash Advance Transaction;(f) ***Claim Form***means a written claim submitted by a Settlement Class Member substantially in theform of **Schedule D***;*(g) ***Claims Period***means the period commencing on the Settlement Date and ending 180 daysthereafter;(h) ***Class***means all persons who were resident in British Columbia at any time after January 29,2003 who, in the period January 29, 1997 to July 11, 2009 entered into an Eligible Fast CashAdvance Transaction with Money Mart, excluding persons who opted out in accordance with the Orderof the Honourable Madam Justice Brown in this action dated March 14, 2007;(i) ***Class Counsel***means the law firm of Hordo & Bennett;(j) ***Class Counsel Fees***mean the fees, disbursements, costs, interest, GST and other applicabletaxes or charges of Class Counsel approved by the Court;(k) ***Class Member***means a member of the Class;(l) ***Common Issues***means the common issues set out in Schedule A of the Order of the HonourableMadam Justice Brown in this action dated July 25, 2008;(m) ***Court***means the Supreme Court of British Columbia;(n) ***Debt Release***means, in respect of each Indebted Class Member, the release by or on behalf ofMoney Mart of any amounts the Indebted Class Member owes on account of

 

4his/her Default Transactions up to but not exceeding the total amount of Cheque Cashing Fees paidby that Indebted Class Member during the Settlement Period;(o) ***Decision Period***means the period commencing on the last day of the Claims Period and ending 45days thereafter;(p) ***Default Transaction***means a transaction of any kind engaged in by a Settlement Class Memberwith Money Mart during the Settlement Period, which resulted in a default by that Settlement ClassMember in respect of which there is still an amount owing by the Settlement Class Member, but doesnot include any cheque cashing fees owing in relation to Fast Cash Advances or any interest on FastCash Advances that accrued after the default;(q) ***Defendants***mean National Money Mart Company (“Money Mart”) and Dollar Financial Group, Inc(“Dollar Financial”);(r) ***Eligible Fast Cash Advance Transaction***means a Fast Cash Advance (or payday loan) obtained fromMoney Mart during the Settlement Period that was repaid using a first party personal chequedelivered at the time the Fast Cash Advance was obtained provided such cheque was honoured by thebank;(s) ***Eligible Services***mean all existing Money Mart products or services as of the date hereofincluding payday loans, cheque cashing, income tax preparation and debit cards, but excluding wiretransfers, foreign exchange, and money order purchases;(t) ***Entitlement Appeal Form***means the form to submitted by a Settlement Class Member to the Refereein respect of a dispute substantially in the form of **Schedule G**;(u) ***Entitlement Appeal Period***means, in respect of the Entitlement Letter, the period commencing onthe last day of the Decision Period and ending 45 days thereafter;

 

5(v) ***Entitlement Letter***means the notice of entitlement which Money Mart will send to eachSettlement Class Member who submits a Claim Form advising of the status of his/her claim, and willbe substantially in the form of **Schedule F**;(w) ***Expiration Date***means that date that is 3 years after the Net Settlement Benefits are paid;(x) ***Identification Document***means one of the identification document(s) used by a Settlement ClassMember to obtain a Fast Cash Advance, including a driver’s license, passport, status card,healthcare card, social insurance card or similar government issued identification, or any currentreplacement thereof;(y) ***Indebted Class Member***means a Settlement Class Member with at least one Eligible Fast CashAdvance Transaction in British Columbia and at least one Default Transaction, who does not submit aClaim Form in the Settlement;(z) ***Money Mart’s Counsel***means McCarthy Tétrault LLP Attention: John P. Brown, P.O. Box 48, Suite5300 Toronto Dominion Bank Tower, Toronto, Ontario, Canada, M5K 1E6;(aa) ***Money Mart Store***means a store operated by Money Mart anywhere in Canada, except in theProvince of Quebec;(bb) ***New Class***means all Money Mart customers who in the period July 12, 2009 to October 31, 2009entered into their first Eligible Fast Cash Advance Transaction in B.C., excluding those personswho opt-out of the Settlement in accordance with this Agreement;(cc) ***New Class Member***means a member of the New Class;

 

6(dd) ***Net Settlement Benefit***means in respect of each Settlement Class Claimant all or a portion ofhis/her claim as validated by Money Mart or the Referee as the case may be determined as follows:(i) if the total amount of the Settlement Class Claimants’ claims, the Class Counsel Feesand the Notice Payment is less than or equal to the Settlement Fund, the entire amount ofhis/her claim;(ii) if the total amount of the Settlement Class Claimants’ claims, the Class Counsel Feesand the Notice Payment is more than the Settlement Fund, a pro rata share of the SettlementFund calculated as follows: A) subtract the amount of the approved Class Counsel Fees and the Notice Payment from theamount of the Settlement Fund;  B) divide the amount of the Settlement Fund remaining aftersubtraction of the Class Counsel Fees and the Notice Payment, as set out in (A), by the totalclaims of all Settlement Class Claimants; and  C) multiply each Settlement Class Claimant’s claim bythe pro rata ratio set out in (B);(ee) ***Notice Date***means the date within 30 days of the SettlementDate on which Money Mart advises Class Counsel that the Settlement Approval Notice has beendisseminated in accordance with this Agreement;(ff) ***Notice Payment***means an amount equal to 50% of the cost of mailing the Settlement ApprovalNotice, which for greater certainly shall be limited to the reasonable costs of printing theSettlement Approval Notice, enveloping the Settlement Approval Notice, and postage;(gg) ***Notice Plan***means the plan for disseminating the Settlement Approval Notice as approved by theCourt, such plan to be substantially in accordance with **Schedule B**;

 

7(hh) ***Opt-Out Form***means a properly completed and executed written request to opt-out of (to beexcluded from) the Action substantially in the form of **Schedule E**;(ii) ***Opt-Out Period***means the period commencing on the Settlement Date and ending 180 days thereafter;(jj) ***Parties***mean the Plaintiffs and the Defendants;(kk) ***Payment Letter***means a letter substantially in the form of **Schedule J**which will be sent toeach Settlement Class Claimant when the Cash Credits and Transaction Credits are distributed inaccordance with this Agreement;(ll) ***Plaintiffs***mean Kurt MacKinnon and Louise Parsons;(mm) ***Redemption Period***means the period commencing on the Expiration Date and ending 180 daysthereafter;(nn) ***Referee***means Reva Devins;(oo) ***Released Persons***mean the Defendants and their respective predecessors, successors, parents,subsidiaries, affiliates, assigns, officers, directors, employees, attorneys, agents andrepresentatives, but does not include any franchisees of Money Mart;(pp) ***Settled Claims***mean any claim, liability, right, demand, suit, matter, obligation, damage,loss or cost, action or cause of action of every nature and description, in law or in equity, thatthe Settlement Class Members have, had or may have up to and including October 31, 2009, includingassigned claims, whether known or unknown, accrued or which may hereafter accrue, asserted orunasserted, latent or patent, that is, has been or could have been asserted by the Settlement ClassMembers in the Action against any of

 

8the Released Persons arising from or in any way related to the Common Issues and/or the facts andallegations asserted in the Action. Without limiting the generality of the foregoing, SettledClaims shall include any claims for a breach or violation of s. 347 of the *Criminal Code*, for aninjunction, for damages for conspiracy, punitive damages, interest and costs, and any claims for abreach or violation of any federal or provincial statute, case law, common law, other law, equity,regulation or ordinance; any claims for breach of any duty imposed by law, by contract, orotherwise; any claims based on negligence, reliance, breach of express or implied warranty,conspiracy, deceptive or unconscionable acts or practices, breach of statutory duty, consumerfraud, negligent misrepresentation or omission, reckless misrepresentation or omission orintentional misrepresentation or omission; and any claims for penalties, arising from or in any wayrelated to the Common Issues and/or the facts and allegations asserted in the Action. For greatercertainty, Settled Claims include any claims that a Settlement Class Member has, had or may haveagainst the Released Persons arising from a Fast Cash Advance or payday loan transaction enteredinto by the Settlement Class Member with a franchisee of Money Mart. Excepted always from thisdefinition are any claims arising out of the Settlement Approval Order and the Agreement and thefailure of the Defendants to comply with their obligations particularized in the SettlementApproval Order and the Agreement. Excepted also from this definition is any claim arising out of apayday loan made in any province other than British Columbia and any claim a Settlement ClassMember may have against a franchisee directly in respect of a Fast Cash Advance or payday loantransaction entered into between the Settlement Class Member and the franchisee.(qq) ***Settlement***means the settlement described in the Agreement;(rr) ***Settlement Approval Hearing***means the hearing to be conducted by the Court in connection withthe motion for the Settlement Approval Order;(ss) ***Settlement Approval Notice***means the form of notice approved by the Court substantially in theform of **Schedule C**;

 

9(tt) ***Settlement Approval Order***means the order made by the Court in connection with the motion forapproval of the Settlement, such order to be substantially in the form of **Schedule A**;(uu) ***Settlement Fund***means the total amount of $24,750,000, 50% of which will be in Cash Creditsand 50% of which will be in Transaction Credits;(vv) ***Settlement Class***means all Class Members and all New Class Members;(ww) ***Settlement Class Claimant***means a Settlement Class Member who submits a valid Claim Form inaccordance with this Agreement;(xx) ***Settlement Class Member***means a member of the Settlement Class;(yy) ***Settlement Database A***means an electronic database containing at least the following data withrespect to each Settlement Class Member:(i) a list of all Fast Cash Advance Transactions, whether Eligible or not, including thedate of each and the amount of principal, interest, and fees paid in respect of each;(ii) a list of all Eligible Fast Cash Advance Transactions including the date of each andthe Cheque Cashing Fees paid in respect of each;(iii) the total Cheque Cashing Fees paid during the Settlement Period;(iv) a list of all Default Transactions including the date of the default and the amountowing, which in relation to a defaulted payday loan means that amount of principal andinterest owing on the due date of the loan after deduction of any payments made by theborrower in connection with that loan;

 

10(v) the total outstanding amount owing and payable in respect of all Default Transactions;(zz) ***Settlement Database B***means the Settlement Database A supplemented to include the followingdata with respect to each Settlement Class Member:(i) the date he/she submits a Claim Form, if any;(ii) whether he/she is a Settlement Class Claimant or an Indebted Class Member;(iii) his/her allocated share of the Cash Credits and Transaction Credits;(iv) the amount of the Default Transactions repaid to Money Mart from the Settlement Fund;(v) the amount of his/her Debt Release Amount; and(vi) the balance of the outstanding amount owing and payable in respect of all DefaultTransactions;(aaa) ***Settlement Date***means the date on which the Settlement Approval Order becomes a final orderor 30 days after the date of the Settlement Approval Order if an appeal is taken from theSettlement Approval Order relating only to Class Counsel Fees;(bbb) ***Settlement Obligations***mean collectively the obligations described in Section 5;(ccc) ***Settlement Period***means the period from January 1, 1997 to October 31, 2009;(ddd) ***Transaction Credits***means credits with a total value of $12,375,000 to be distributed toSettlement Class Claimants in shares calculated in accordance with this Agreement; and

 

11(eee) ***Voucher***means a Deferred Cash Payment and Services Voucher substantially in the formattached as **Schedule I**representing the Transaction Credits allocated and distributed to aSettlement Class Claimant in accordance with this Agreement.**SECTION 3 – REQUIRED EVENTS AND COOPERATION**3.1 The Plaintiffs will make a motion to the Court requesting approval of the Settlement andproviding the relief specified herein, which relief shall be subject to the terms and conditions ofthe Agreement and the Parties’ performance of their continuing rights and obligations hereunder.The Settlement Approval Order will, among other things:(a) amend the existing certification order in the Action to extend the class period to theend of the Settlement Period and add the New Class Members;(b) approve the distributions set out in the Agreement;(c) reserve the Court’s continuing exclusive jurisdiction over the Parties and theSettlement Class Members to administer, supervise, construe and enforce the Agreement andSettlement Approval Order in accordance with their terms;(d) authorize the Parties and the persons appointed by the Court to bring such motions tothe Court in the Action for directions as may be required;(e) declare that the Settlement Class Members have released the Released Persons for anyclaims relating to the Settled Claims; and(f) state that “save as aforesaid the Action is dismissed without costs”.

 

123.2 As soon as reasonably practicable following the execution of this Agreement, Money Mart willproduce to the Plaintiffs the following electronic customer data for the Settlement Class for theSettlement Period:(a) a copy of the Settlement Database A;(b) a summary of the Settlement Database A;(c) the customer ID tables for all persons listed in (a) and (b) aboveprovided however that Class Counsel and Money Mart may by agreement vary the contents inthese databases.3.3 The Parties agree that the Fast Cash Advance transactions for which there are no electroniclinks between origination and deposits will be treated as Eligible Fast Cash Advances for thepurposes of the Settlement. 3.4 As soon as reasonably practicable after receipt by the Plaintiffs of the material set out inSection 3.2, the Plaintiffs will advise Money Mart of any errorscontained within. If the Parties cannot reach agreement on the accuracy of the material set out in Section 3.2 bythe conclusion of the Claims Period, the matter will be referred immediately to Mr. DonaldI. Brenner Q. C. for summary determination without a right of appeal. 3.5 As soon as reasonably practicable after the Decision Period, Money Mart will produce to thePlaintiffs the Settlement Database B and copies of the Claims Forms submitted by and EntitlementLetters issued to Settlement Class Members (in electronic form, if available). As soon asreasonably practicable after receipt by the Plaintiffs of SettlementDatabase B, the Plaintiffs will advise Money Mart of any errors contained within SettlementDatabase B. If the Parties cannot reach agreement on the accuracy of the material set outin Settlement Database B by the conclusion of the Appeal Period, the matter will bereferred immediately to Mr. Donald I. Brenner Q. C. for summary determination without aright of appeal.

 

133.6 Mr. Donald I. Brenner Q. C. will determine who, between Money Mart and Class Counsel, shallbear the costs of any summary determination by him, pursuant to Sections 3.3, 3.4 or 4.3, and mayapportion those costs between Money Mart and Class Counsel as he sees fit.**SECTION 4 – NOTICE TO THE SETTLEMENT CLASS**4.1 Subject to Court approval, the Settlement Approval Notice, substantially in the form of**Schedule C**, will be published and disseminated by MoneyMart to Settlement Class Members in accordance with the Notice Plan. 4.2 In addition to the Settlement Amount, Money Mart will pay the costs of publishing anddisseminating the Settlement Approval Notice and the costs of Money Mart**’**s Counsel to receive theOpt-Out Forms and report to the Court thereon. 4.3 As soon as reasonably practicable after the Settlement Date, Money Mart shall provide ClassCounsel with an estimate of the Notice Payment. Any disagreement between Money Mart and ClassCounsel as to the reasonableness of the Notice Payment shall be referred immediately to Mr. DonaldI. Brenner Q. C. for summary determination without a right of appeal. 4.4 Upon dissemination of the Settlement Approval Notice in accordance with the Notice Plan, MoneyMart shall be reimbursed for an amount equal to the Notice Payment from the Settlement Fund, 50% inCash Credits and 50% in Transaction Credits. 4.5 Class Counsel may give notice of this Settlement on its website and by email to Class Memberswhom have contacted or contact Class Counsel concerning thisAction. Class Counsel may provide additional notice of this Settlement, in a manner agreed to byDefendants**’**Counsel or approved by the Court, and Class Counsel may respond to mediainquiries concerning the Settlement. 4.6 Nothing in this Agreement shall limit the ability of Class Counsel to communicate withSettlement Class Members concerning their entitlements under the Settlement, either by email or bytelephone, and all such communications shall remain privileged.

 

14**SECTION 5 – MONEY MART’S SETTLEMENT OBLIGATIONS**5.1 On and following the Settlement Date, Money Mart will comply with the Settlement Obligations inthe manner required by the provisions of the Agreement and the directions of the Court whichobligations include, *inter alia:****(a)***establishing the Settlement Fund within 14 days of the Settlement Date;***(b)***depositing the Cash Credits in an interest bearing trust account with McCarthy TétraultLLP pending distribution to Settlement Class Claimants and any interest earned will beretained in the account for the benefit of Money Mart, and may used by Money Mart tosatisfy its obligations to redeem Transaction Credits during the Redemption Period; and***(c)***permitting the Auditor to verify the calculations of the Debt Release, the Cash Creditsand any interest accrued thereon, and the Transaction Credits. .**(a) Opt-Out Rights**5.2 Class Members will not be given a further opportunity to opt-out of the Action. 5.3 A New Class Member may opt-out of the Action at any time during the Opt-Out Period inaccordance with the provisions of the Agreement. 5.4 In order to opt-out the New Class Member must return a completed and signed Opt-Out Form toMoney Mart’s Counsel during the Opt-Out Period postmarked or emailed or fax dated within theOpt-Out Period. 5.5 Any New Class Member who elects to opt-out of the Action:(a) will not be bound by any orders or judgments entered in the Action except theSettlement Approval Order;(b) will not be entitled to relief under the Agreement; and

 

15(c) will not be given any rights by virtue of the Agreement.5.6 Nothing in the Agreement constitutes or shall be deemed to constitute a waiver by any of theDefendants of defences based on statutes of limitations or repose, laches, prescription period orany other limitation or prescription defence. Without limiting the generality of the foregoing,nothing in the Agreement constitutes or shall be deemed to constitute a waiver of such defences inrespect of any New Class Member who opts out of the Action in accordance with the provisions ofthis Section.**(b) Claims Period and Process**5.7 Settlement Class Members seeking to make a claim for a Net Settlement Benefit must, within theClaim Period, submit a Claim Form using one of the following methods::(a) attending at a Money Mart store and providing a customer service representative withthe information required to complete a Claim Form;(b) calling the toll-free number in the Notice and in the Claim Form and providing acustomer service representative with the information required to complete a Claim Form;(c) completing a Claim Form online on the Money Mart website;(d) completing, signing and submitting a Claim Form to Money Mart and attaching a copy ofhis/her Identification Document thereto.5.8 If the Settlement Class Member provides a form of identification that is different than his/herIdentification Document, Money Mart will either:(a) accept the claim if Money Mart is satisfied that the Settlement Class Member is thesame person who took the Fast Cash Advances in relation to which a claim is being made; or

 

16(b) advise the Settlement Class Member of the Identification Document required to confirmidentification.5.9 Within the Decision Period, Money Mart will complete its review of the Claim Forms submittedand will advise each Settlement Class Member who submits a Claim Form whether he/she is aSettlement Class Claimant and his/her entitlement, if any, for benefits, using the EntitlementLetter. 5.10 If a Settlement Class Member does not agree with Money Mart**’**s decision in the EntitlementLetter, he/she may appeal the decision by submitting an Entitlement Appeal Form to the Referee.The Entitlement Appeal Form must be submitted during the Entitlement Appeal Period. 5.11 The Referee will provide a decision in respect of the dispute set out in the EntitlementAppeal Form in the manner and within the time set out in **Schedule H**.**(c)  Settlement Class Claimants**5.12 Each Settlement Class Claimant will be entitled to receive from the Settlement Fund his/herNet Settlement Benefit. 5.13 If the Settlement Class Claimant has any Default Transactions, his/her Net Settlement Benefitshall be applied in satisfaction of the Default Transactions in the following manner:(a) if the amount owing in respect of the Settlement Class Claimant’s Default Transactionsis less than his/her Net Settlement Benefit, then that portion of the Net SettlementBenefit sufficient to discharge the total amount of his/her Default Transactions will bepaid to Money Mart from the Settlement Fund and shall extinguish his/her DefaultTransactions and the balance of the Net Settlement Benefit will be paid to the SettlementClass Claimant; or(b) if the Settlement Class Claimant’s Net Settlement Benefit is less than the total amountof his/her Default Transactions, the entire Net Settlement Benefit will be paid to

 

17Money Mart from the Settlement Fund and this payment shall extinguish that portion ofhis/her Default Transactions in an amount equal to his/her total Cheque Cashing Fees paidduring the Settlement Period, and the remaining amount of the Settlement Class Claimant’sDefault Transactions will be forgiven.5.14 Settlement Class Members who do not make a claim within the Claims Period and fail to opt-outduring the Opt-Out Period will not be entitled to any payments from the Settlement Fund, but may beIndebted Class Members entitled to Debt Release as provided for in this Agreement.**(d) Payments to Settlement Class Claimants**5.15 If no Entitlement Appeal Forms are filed, Settlement Class Claimants**’**claims will be paidwithin 45 days from the conclusion of the Decision Period. 5.16 If any Entitlement Appeal Forms are filed, Settlement Class Claimants**’**claims will be paidwithin 45 days from the conclusion of the Entitlement Appeal Period. 5.17 Any payments to a Settlement Class Claimant of a Net Settlement Benefit, and any payments toMoney Mart from a Net Settlement Benefit in satisfaction of any Default Transactions, will be made50% in Cash Credits and 50% in Transaction Credits. 5.18 All payments of Cash Credits and Transaction Credits to the Settlement Class Claimant shall bemade, in the manner set out in sections 5.19 and 5.20, by mail with the Payment Letter to theaddress designated by the Settlement Class Claimant in his/her Claim Form, as updated by theSettlement Class Claimant in accordance with the Claims Form. 5.19 Cash Credits will be issued in the name of the Settlement Class Claimant who is entitled tothe Net Settlement Benefit in the form of a cheque. Money Mart willcash all Cash Credits cheques without charge. Nothing in this Agreement shall limit Settlement ClassClaimants from cashing the Cash Credits cheques at the financial institution of theirchoice. 5.20 Transactions Credits will be issued as a Voucher in the name of the Settlement Class

 

18  Claimant who is entitled to the Net Settlement Benefit and will be subject to the followingterms:(a) A Settlement Class Claimant may redeem his/her Transaction Credits for services in allMoney Mart Stores by presenting his/her Identification Document;(b) a maximum of $5 in Transaction Credits may be applied against the purchase of anyEligible Service per transaction, except that in the case of income tax preparationservices a maximum of $25 in Transaction Credits may be applied per transaction;(c) the Transaction Credits will not be transferable but shall accrue to the benefit of anySettlement Class Claimant’s estate;(d) subject to the redemption rights described in subparagraph (e) below, the TransactionCredits will expire on the Expiration Date;(e) during the Redemption Period a Settlement Class Claimant may convert his/her unusedTransaction Credits to an equivalent amount of cash by presenting the Voucher at any MoneyMart location along with his/her Identification Document; and(f) upon redemption of the Transaction Credits in accordance with paragraph (a) or (e)above, Money Mart shall issue a receipt to the Settlement Class Claimant which includes thetotal transaction credits remaining.5.21 Prior to the end of the Redemption Period, if a Settlement Class Claimant has TransactionCredits remaining, then for a fee payable to Money Mart of not more than $10.00, a Settlement ClassClaimant may have a Voucher reissued in respect of the remaining Transaction Credits by attending aMoney Mart location and presenting his/her Identification Document. 5.22 For the purpose of implementing the allocation and distribution of Cash Credits and

 

19  Transaction Credits and notice thereof to the Settlement Class Claimants and Indebted ClassMembers the Money Mart will create and maintain the Settlement Database B.**(e) Debt Release**5.23 At end of the Entitlement Appeal Period, Money Mart will completely and unconditionallyrelease, forever discharge and acquit each Indebted Class Member in respect of his/her eligibleDebt Release amounts in accordance with this Agreement.**(f) Residue**5.24 Any residue remaining in the Settlement Fund after payment of the Class Counsel Fees, theNotice Payment, the distribution of the Cash Credits and Transaction Credits and the redemption ofthe Transaction Credits, will be returned to Money Mart within 15 days after the end of theRedemption Period.**SECTION 6 – SETTLEMENT ADMINISTRATION****(a) Money Mart**6.1 Money Mart will pay all costs of administration and notice as required pursuant to theprovisions of the Agreement including;(a) the costs of the Referee and the Auditor appointed pursuant to the provisions of theAgreement; and(b) the costs of implementing the Settlement and undertaking the Settlement administration.6.2 Money Mart’s Counsel will be appointed to receive all Opt-Out Forms. As soon after receipt aspossible, he will provide copies to Class Counsel and, he will report to the Court thereon at theend of the Opt-Out Period. 6.3 At the end of the Opt-Out Period, Money Mart’s Counsel will provide copies of all completedOpt-Out Forms to the Auditor. Money Mart will report to the Court regarding those Class Members whohave opted out on notice to Class Counsel and the Auditor.

 

206.4 Money Mart will establish a Settlement administration which implements and conforms to theAgreement and the directions of the Court. 6.5 Money Mart shall administer the Settlement in accordance with the provisions of the Agreementunder the oversight of the Court and Class Counsel. 6.6 Money Mart shall perform the Settlement administration in a rational, responsible, costeffective and timely manner. 6.7 Personal information obtained or created in the administration of the Settlement isconfidential and, except as required by law, will only be used and disclosed for the purpose ofdistributing the notices contemplated by the Agreement and the administration of the Settlement. 6.8 Money Mart will maintain reasonably detailed records of its activities under the Agreementuntil 1 year after the end of the Redemption Period. Such records will be made availableelectronically or as otherwise requested for inspection by Class Counsel, by the Court and by theAuditor. 6.9 For the purpose of fulfilling their responsibilities and duties under the Agreement, Money Martwill provide Class Counsel, the Auditor and the Referee with such access to the Settlement DatabaseA, the Settlement Database B and the master database from which the above databases are generated,as they may require. 6.10 Any one or more of the Parties, Class Counsel, the Referee or the Auditor may move fordirections from the Court in respect of any matter in relation to the Agreement.**(b) The Referee**6.11 The Court will appoint the Referee with such powers and rights as are reasonably necessary todischarge the duties and responsibilities set out in the Agreement including those set out in**Schedule H.**The Referee’s appointment expires 45 days after the end of the Redemption Period. 6.12 Money Mart will pay the reasonable fees, disbursements and taxes of the Referee.

 

21**(c) The Auditor**6.13 The Court will appoint the Auditor with such powers and rights as are reasonably required todischarge the duties and responsibilities set out in the Agreement. The duties and responsibilitiesof the Auditor include auditing the Settlement administration and the various databases and funds.The Auditor will deliver a copy of its report to the Court, to Money Mart and to Class Counsel at the following times and on the following topics:(a) within 45 days after the end of the Entitlement Appeal Period a report on the stepsMoney Mart has taken to comply with its obligations with respect to the allocation anddistribution of Cash Credits, Transaction Credits and Debt Release; and(b) within 45 days of the end of the Redemption Period a report on the number ofTransaction Credits that were redeemed.6.14 Money Mart will cooperate with the Auditor and provide the Auditor with access to all recordsnecessary for the Auditor to prepare the reports and to discharge its responsibilities pursuant tothe Agreement. 6.15 The Auditor’s appointment expires 45 days after the end of the Redemption Period. 6.16 Money Mart will pay the reasonable fees, disbursements and taxes of the Auditor.**SECTION 7 – RELEASES AND JURISDICTION OF THE COURT**7.1 As of the Settlement Date, each Class Member and each New Class Member who does not opt-outwill have by virtue of the Agreement, and by operation of the Settlement Approval Order,individually, completely and unconditionally released, forever discharged and acquitted theReleased Persons from any and all of the Settled Claims. 7.2 As of the Settlement Date, the Settlement Class Members and anyone claiming through or onbehalf of any of them will be forever barred from commencing, instituting or prosecuting theSettled Claims against any one of the Released Persons in any action, litigation, investigation orother proceeding in any court of law or equity, arbitration, tribunal, proceeding, or any otherforum, directly, representatively or derivatively relating

 

22  to the Settled Claims. 7.3 The Parties agree that the Court shall retain exclusive and continuing jurisdiction over theAction, Parties and Settlement Class Members to interpret and enforce the terms, conditions andobligations under the Agreement and the Settlement Approval Order. 7.4 Nothing herein shall release a Settlement Class Member from any outstanding obligation owed bya Settlement Class Member to Money Mart except to the extent that Default Transactions are releasedpursuant to the Agreement. 7.5 Nothing herein shall release the Released Persons from any outstanding obligation owed by theReleased Persons to a Settlement Class Member except to the extent of the release provided pursuantto Section 7.1. 7.6 Nothing herein shall release the Defendants and the Released Persons from their obligations asset out in the Agreement and in the Settlement Approval Order.**SECTION 8 – CLASS COUNSEL FEES**8.1 At the Settlement Approval Hearing, Class Counsel may seek Court approval of Class Counsel Feesto be paid from and as a first charge on the Settlement Fund. 8.2 Class Counsel Fees will be paid from the Settlement Fund within 14 days after the date theSettlement Fund is established and the amount will be paid 50% in Cash Credits and 50% inTransaction Credits. 8.3 Class Counsel may seek court approval of a right to redeem its Transaction Credits for cashupon receipt, and if such approval is granted, Money Mart shall redeem those Transaction Creditsimmediately. The Settlement is not conditional on such approval being granted. 8.4 The Defendants will have no involvement in the approval process to determine the amount ofClass Counsel Fees or any application under Section 8.3.

 

23**SECTION 9 – NO ADMISSIONS/NO USE**9.1 The Agreement, whether or not approved, and any proceedings taken pursuant to the Agreement,are for settlement purposes only. Neither the fact of, nor any provision contained in, theAgreement or its Schedules, nor any action taken hereunder, shall be referenced in any other courtproceedings, or construed as, offered in evidence as, received in evidence as, or deemed to beevidence of, a presumption, concession or an admission of any kind by the Plaintiffs or theDefendants of the truth of any fact alleged or the validity of any claim or defence that has been,could have been, or in the future might be asserted in any litigation, court of law or equity,proceeding, arbitration, tribunal, investigation, government action, administrative forum or anyother forum, or of any liability, responsibility, fault, wrongdoing or otherwise of the Plaintiffs,the Settlement Class or the Defendants. 9.2 Any certification of the Action in respect of New Class Members pursuant to the Agreement shallnot constitute, and shall not be construed as, an admission on the part of the Defendants thateither the Action, or issues arising in the Action, or any other putative or certified classproceeding, is appropriate for prosecution or trial as a class proceeding.**SECTION 10 – MISCELLANEOUS PROVISIONS**10.1 The Agreement, including all Schedules hereto, constitutes the entire Agreement among theParties with regard to the subject matter of the Agreement and shall supersede any previousagreements, representations, communications and understandings among the Parties with respect tothe subject matter of the Agreement. Subject to its terms, the Agreement may not be changed,modified, or amended except in writing signed by all Parties, subject to Court approval. TheParties contemplate that the Schedules to the Agreement may be modified by subsequent agreement ofMoney Mart and Class Counsel and by Court order prior to and after dissemination to the SettlementClass. 10.2 The Agreement shall be governed by and construed and interpreted in accordance with the lawsof the Province of British Columbia. 10.3 The Agreement may be executed by the Parties in one or more counterparts, each of

 

24  which shall be deemed an original but all of which together shall constitute one and thesame instrument. Signatures by facsimile shall be as effective as original signatures. 10.4 In the event any one or more of the provisions contained in this Agreement shall for anyreason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,illegality, or unenforceability shall not affect any other provision if the Parties mutually electto proceed as if such invalid, illegal, or unenforceable provision had never been included in thisAgreement. 10.5 If the Settlement is approved by the Court and if the Settlement Approval Order becomes final,the Agreement shall be binding upon and enure to the benefit of the Plaintiffs, the SettlementClass, the Defendants, the Released Parties and all of their respective heirs, executors,predecessors, successors and assigns. 10.6 The Recitals to the Agreement are true and form part of the Agreement. 10.7 The Parties have negotiated and fully reviewed the terms of this Agreement, and the rule thatuncertainty or ambiguity is to be construed against the drafter shall not apply to the constructionof this Agreement by a court of law or any other adjudicating body. 10.8 The headings of the sections of the Agreement are included for convenience only and shall notbe deemed to constitute part of the Agreement or to affect its construction. 10.9 Any notice, instruction, motion for Court approval or motion for directions or Court orderssought in connection with the Agreement or other report or document to be given by any Party to anyother Party shall be in writing and delivered personally, by facsimile or e-mail during normalbusiness hours, or sent by registered or certified mail, postage paid:(a) if to Money Mart: McCarthy Tétrault LLP Attention: John P. Brown, P.O. Box 48, Suite5300 Toronto Dominion Bank Tower, Toronto, ON M5K 1E6, with a copy to the General Counselof National Money Mart Company, 401 Garbally Road, Victoria, BC V8T 5M3;

 

25(b) if to Dollar Financial: Osler, Hoskin & Harcourt LLP, Attention: Mahmud Jamal, Box 50,1 First Canadian Place, Toronto, ON M5X 1B8 with a copy to the General Counsel of DollarFinancial, 1436 Lancaster Ave, Suite 300, Berwyn, PA 19312;(c) if to Plaintiffs, the Settlement Class, or to Class Counsel: Hordo & Bennett,Attention: Paul R. Bennett, 1801 – 808 Nelson Street, Vancouver, B.C., V6Z 2H2;(d) if to the Referee: Reva Devins, Reva Devins Dispute Resolutions, 298 Heath Street East,Toronto, Ont, M4T 1T4;(e) if to the Auditor: Grant Thornton LLP. Suite 1600, Grant Thornton Place, 333 SeymourStreet, Vancouver, B. C. V6B 0A4(f) if to other recipients: as the Court may specify.10.10 The Schedules to the Agreement are:(a) SCHEDULE A — Settlement Approval Order(b) SCHEDULE B — Notice Plan(c) SCHEDULE C — Settlement Approval Notice(d) SCHEDULE D – Claim Form(e) SCHEDULE E — Opt-Out Form(f) SCHEDULE F — Entitlement Letter(g) SCHEDULE G -Entitlement Appeal Form

 

26(h) SCHEDULE H — Entitlement Appeal Procedure(i) SCHEDULE I – Deferred Cash Payment and Services Voucher(j) SCHEDULE J – Payment Letter10.11 The Parties acknowledge that they have required that the Agreement, including Schedules, beprepared in English. 10.12 No waiver of any provision of the Agreement shall be binding on any Party unless consented toin writing by such Party. No waiver of any provision of the Agreement shall constitute a waiver ofany other provision, and no waiver of any provision of the Agreement shall constitute a continuingwaiver unless expressly so provided.**SECTION 11 – TERMINATION OF THE AGREEMENT**11.1 The Agreement shall, without notice, be automatically terminated if:(a) the Settlement Approval Order is not made by the Court in a form substantially similarto **Schedule A**; or(b) the Settlement Approval Order is reversed on appeal and the reversal becomes final.11.2 In the event the Agreement is terminated in accordance with its terms, or not approved by theCourt, or any approval is reversed, vacated, or terminated by any appellate court and/or theSettlement Approval Order does not become final:(a) the Plaintiffs and the Defendants shall be restored to their respective positions as ofthe day before the effective date of this Agreement;(b) the definition of Class will be as set out in the certification order of the HonourableMadam Justice Brown dated March 14, 2007;

 

27(c) subject to Section 11.3, the Agreement will have no further force and effect and noeffect on the rights of the Plaintiffs or the Defendants;(d) all statutes of limitation applicable to the New Class Members and/or repose for allclaims asserted in such cases shall be deemed to have been tolled in the period March 4,2010 to the date of termination of the Agreement;(e) there shall be no further requirement to satisfy the Settlement Obligations; and(f) the Agreement shall not be introduced into evidence or otherwise referred to in anylitigation against the Defendants.11.3 If the Agreement is terminated, the provisions of this Section and Sections 9.1, 9.2, 10.11,12.2 and the Recitals, Schedules and Definitions applicable thereto shall survive termination andshall continue in full force and effect.**SECTION 12 – REPRESENTATIONS AND WARRANTIES**12.1 The representations and warranties contained in the Agreement shall survive its execution andimplementation. 12.2 The undersigned Class Counsel warrant that they are fully authorized to execute this Agreementon behalf of the Plaintiffs and to execute and legally bind all the Plaintiffs to this Agreement. 12.3 Money Mart and Dollar Financial represent and warrant that:(a) they have all requisite corporate power and authority to execute, deliver and performthe Agreement and to consummate the transaction contemplated hereby;(b) the execution, delivery, and performance of the Agreement and the consummation of theAction contemplated herein have been duly authorized by all necessary corporate action ontheir part;

 

28(c) the Agreement has been duly and validly executed and delivered by them and constitutestheir legal, valid, and binding obligations; and(d) they agree to use their best efforts to cause all conditions precedent to theSettlement Date to occur.12.4 The Plaintiffs represent and warrant that:(a) they will not pursue further litigation concerning Settled Claims, except as expresslyprovided in the Agreement; and(b) they will use their best efforts to cause all conditions precedent to the SettlementDate to be satisfied.**SECTION 13 – GUARANTEE BY DOLLAR FINANCIAL**13.1 Dollar Financial hereby guarantees payment to the Settlement Class of all the debts,liabilities and obligations of Money Mart pursuant to the Agreement and the Settlement ApprovalOrder. 13.2 Dollar Financial’s guarantee is a continuing guarantee of all Money Mart’s debts, liabilitiesand obligations pursuant to the Settlement Approval Order, Agreement and pursuant to any furtherorders made by the Court.

 

2913.3 The Settlement Class Members shall not be bound to exhaust their recourse against Money Martbefore being entitled to make demand to Dollar Financial if Money Mart is the subject of abankruptcy, or proposal in bankruptcy, or a CCAA application or action.In such circumstances, immediately following demand, Dollar Financial will satisfy MoneyMart**’**s outstanding debts, liabilities and obligations under the Agreement. IN WITNESS WHEREOF, each of the Parties has caused the Agreement to be executed on his /its behalfby their respective counsel or otherwise, effective as of March 4, 2010.        Date: May 6, 2010 By:  /s/ Paul Bennett    Paul Bennett as Class Counsel,    On behalf of the Plaintiffs and Settlement Class Members      Date: May 5, 2010 By:  /s/ John P. Brown    John P. Brown    On behalf of National Money Mart Company      Date: May 5, 2010 By:  /s/ Mahmud Jamal   Mahmud Jamal    On behalf of Dollar Financial Group, Inc.