EXHIBIT 2 

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IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION 

FREDY SOSA and ROHITH AMRUTHUR, 

individually and on behalf of all others similarly 

situated, 

 Plaintiffs, 

 v. 

ONFIDO, INC., a Delaware corporation, 

 Defendant. 

 

 

 Case No.: 20-cv-04247 

 Honorable Marvin E. Aspen 

 

AMENDED CLASS ACTION SETTLEMENT AGREEMENT 

 This Amended Class Action Settlement Agreement (“Settlement Agreement”) is entered 

into by and among Plaintiffs Fredy Sosa and Rohith Amruthur (“Plaintiffs”), for themselves 

individually and on behalf of the Settlement Classes defined below, and Defendant Onfido, Inc. 

(“Onfido” or “Defendant”) (each Plaintiff and Onfido are referred to individually as “Party” and 

collectively referred to as the “Parties”). This Settlement Agreement is intended by the Parties to 

fully, finally, and forever resolve, discharge, and settle the Released Claims upon and subject to 

the terms and conditions hereof, and subject to the approval of the Court. 

RECITALS 

A. On June 12, 2020, Plaintiff Fredy Sosa filed a putative class action complaint 

against Onfido in the Circuit Court of Cook County, Illinois, alleging violations of the Biometric 

Information Privacy Act, 740 ILCS 14/1, et seq. (“BIPA”). Plaintiff Sosa claimed that Onfido 

collected, stored, and/or used his biometric data without authorization when he uploaded a photo 

of himself and his Illinois ID for identity verification on the OfferUp app—one of Onfido’s 

customers. 

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B. On July 18, 2020, Onfido removed the case to the United States District Court for 

the Northern District of Illinois, where it was assigned the caption, Sosa v. Onfido, Inc., No. 20-

cv-04247 (N.D. Ill.). (See dkt. 1.) 

C. On October 12, 2020, Onfido moved to compel Plaintiff Sosa to arbitrate his 

claims and to stay the case pending arbitration. (Dkt. 20.) After full briefing, on January 5, 2021, 

the Court denied Onfido’s motion. (Dkt. 31) Onfido then filed a timely notice of appeal of the 

Court’s order denying the motion to compel arbitration to the United States Court of Appeals for 

the Seventh Circuit. (Dkt. 32.) 

D. About seven months later, on August 11, 2021, the Seventh Circuit affirmed the 

district court’s denial of Defendant’s motion to compel arbitration. (Dkt. 43.) The Seventh 

Circuit’s mandate issued on September 2, 2021. (Dkt. 41.) 

E. On September 15, 2021, Onfido then moved to dismiss Plaintiff Sosa’s complaint 

pursuant to Rule 12(b)(6). (Dkt. 46.) After full briefing, the Court sua sponte ordered the Parties 

to provide supplemental briefing on whether Plaintiff Sosa has Article III standing to pursue his 

BIPA claims under section 15(a) in federal court, (dkt. 52), which both Parties submitted (dkts. 

54, 55). On April 25, 2022, the Court found that Plaintiff Sosa has standing to pursue his BIPA 

claims in federal court and denied Onfido’s motion to dismiss pursuant to Rule 12(b)(6). (Dkt. 

58.) 

F. On May 16, 2022, Onfido answered the complaint, denying liability and asserting 

twenty-two affirmative and other defenses. (Dkt. 59.) 

G. On July 7, 2022, the Parties exchanged initial disclosures pursuant to Rule 

26(a)(1), and on August 17, 2022, Plaintiff Sosa served his first set of interrogatories and 

requests for production to Onfido. 

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H. Meanwhile, the Parties began to explore the potential for class-wide resolution in 

May 2022, which started with Defendant’s Counsel providing Class Counsel informal discovery 

regarding the size and composition of the class. As part of that process, Defendant represented 

that the Financial Institution Class contains approximately 475,857 members and the NonFinancial Institution Class contains approximately 194,954 members, based on the number of 

people who uploaded their photograph(s) and an Illinois ID to Onfido’s customers’ applications, 

software, or websites since June 12, 2015. After exchanging several demands and counteroffers 

and participating in several telephone conferences between counsel, the Parties reached an 

agreement on the material terms of their class-wide settlement, which they memorialized in a 

binding Memorandum of Understanding executed on December 3, 2022. 

I. On February 23, 2023, Defendant provided Plaintiffs confirmatory discovery 

confirming the approximate class sizes listed in the preceding paragraph. 

J. To conform the pleadings to the settlement, and within seven days after full 

execution of this Agreement, Plaintiff Sosa will file a First Amended Complaint with the consent 

of Onfido, but without Onfido admitting any allegations or liability asserted therein, which will 

add Plaintiff Rohith Amruthur as an additional named plaintiff. Like Fredy Sosa, Rohith 

Amruthur alleges that Onfido collected, stored, and/or used his biometric data without 

authorization when he uploaded a photo of himself and his Illinois ID for identity verification, 

but used a different Onfido’s customers’ platform. 

K. Plaintiffs and Class Counsel conducted a comprehensive examination of the law 

and facts relating to the allegations in the Action and Defendant’s potential defenses. Plaintiffs 

believe that the claims asserted in the Action have merit, that they would have ultimately 

succeeded in obtaining adversarial certification of the proposed Settlement Classes, and that they 

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would have prevailed on the merits at summary judgment or at trial. However, Plaintiffs and 

Class Counsel recognize that Defendant has raised factual and legal defenses in the Action that 

presented a significant risk that Plaintiffs may not prevail and/or that a class might not be 

certified for trial. Class Counsel have also taken into account the uncertain outcome and risks of 

any litigation, especially in complex actions, as well as difficulty and delay inherent in such 

litigation. Plaintiffs and Class Counsel believe that this Agreement presents an exceptional result 

for the Settlement Classes, and one that will be provided to the Settlement Classes without delay. 

Plaintiffs and Class Counsel are satisfied that the terms and conditions of this Agreement are fair, 

reasonable, adequate, and based on good faith negotiations, and in the best interests of Plaintiffs 

and the Settlement Classes. Therefore, Plaintiffs believe that it is desirable that the Released 

Claims be fully and finally compromised, settled, and resolved with prejudice, and forever barred 

pursuant to the terms and conditions set forth in the Settlement Agreement. 

L. Defendant denies the material allegations in the Action, as well as all allegations 

of wrongdoing and liability, including that it is subject to or violated BIPA, and believes that it 

would have prevailed on the merits and that a class would not be certified for trial. Nevertheless, 

Defendant has similarly concluded that this settlement is desirable to avoid the time, risk, and 

expense of defending protracted litigation, and to avoid the risk posed by the Settlement Classes’ 

claims for damages, attorneys’ fees, and related costs under BIPA. Defendant thus desires to 

resolve finally and completely the pending and potential claims of Plaintiffs and the Settlement 

Classes. 

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among 

Plaintiffs, the Settlement Classes, and Defendant that, subject to the approval of the Court after a 

hearing as provided for in this Settlement Agreement, and in consideration of the benefits 

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flowing to the Parties from the Settlement set forth herein, the Released Claims shall be fully and 

finally compromised, settled, and released, and the Action shall be dismissed with prejudice, 

upon and subject to the terms and conditions set forth in this Settlement Agreement. 

AGREEMENT 

1. DEFINITIONS

 In addition to any definitions set forth elsewhere in this Settlement Agreement, the 

following terms shall have the meanings set forth below: 

1.1 “Action” means the case captioned Sosa v. Onfido, Inc., No. 20-cv-04247 (N.D. 

Ill.), as amended. 

1.2 “Agreement” or “Settlement Agreement” or “Settlement” means this Class 

Action Settlement Agreement and the attached Exhibits. 

1.3 “Approved FI Class Claim” means a Claim Form submitted by a FI Class 

Member that is (a) timely and submitted in accordance with the directions on the Claim Form 

and the terms of this Agreement, (b) fully and truthfully completed with all of the information 

required of a FI Class Member, and (c) signed by the FI Class Member, physically or 

electronically. 

1.4 “Approved NFI Class Claim” means a Claim Form submitted by a NFI Class 

Member that is (a) timely and submitted in accordance with the directions on the Claim Form 

and the terms of this Agreement, (b) fully and truthfully completed with all of the information 

required of a NFI Class Member, and (c) signed by the NFI Class Member, physically or 

electronically. 

1.5 “Claims Deadline” means the date by which all Claim Forms must be 

postmarked or submitted on the Settlement Website to be considered timely, and shall be set as a 

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1.9 “Court” means the United States District Court for the Northern District of 

Illinois, Eastern Division, the Honorable Marvin E. Aspen presiding, or any judge who shall 

succeed him as the Judge assigned to the Action. 

1.10 “Defendant” or “Onfido” means Onfido, Inc., a Delaware corporation. 

1.11 “Defendant’s Counsel” or “Onfido’s Counsel” means attorneys Joel Griswold, 

Bonnie Keane DelGobbo, and Amy L. Lenz of Baker & Hostetler LLP. 

1.12 “Effective Date” means one business day following the later of: (i) the date upon 

which the time expires for filing or noticing any appeal of the Final Approval Order; (ii) if there 

is an appeal or appeals, other than an appeal or appeals solely with respect to the FI Class Fee 

Award, NFI Class Fee Award, or incentive awards, the date of completion, in a manner that 

finally affirms and leaves in place the Final Approval Order without any material modification, 

of all proceedings arising out of the appeal(s) (including, but not limited to, the expiration of all 

deadlines for motions for reconsideration or petitions for review and/or certiorari, all 

proceedings ordered on remand, and all proceedings arising out of any subsequent appeal(s) 

following decisions on remand); or (iii) the date of final dismissal of any appeal or the final 

dismissal of any proceeding on certiorari with respect to the Final Approval Order. 

1.13 “Escrow Accounts” means the two separate, interest-bearing escrow accounts to 

be established by the Settlement Administrator, from which all payments out of the FI Class 

Settlement Fund and NFI Class Settlement Fund will be made. The Escrow Accounts shall be 

established under terms acceptable to Class Counsel and Defendant’s Counsel at a depository 

institution insured by the Federal Deposit Insurance Corporation. The money in the Escrow 

Accounts shall be invested in the following types of accounts and/or instruments and no other: 

(a) demand deposit accounts and/or (b) time deposit accounts and certificates of deposit, in either 

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as being authorized to collect or store their alleged biometric data, before their alleged biometric 

data was ever collected or stored by Onfido, (2) any Judge or Magistrate presiding over this 

action and members of their families, (3) Defendant, Defendant’s subsidiaries, parent companies, 

successors, predecessors, and any entity in which Defendant or its parents have a controlling 

interest, (4) persons who properly execute and file a timely request for exclusion from the FI 

Class, and (5) the legal representatives, successors or assigns of any such excluded persons. 

1.18 “Financial Institution Class Member” or “FI Class Member” means a person 

who falls within the definition of the FI Class and who does not submit a valid request for 

exclusion from the FI Class. 

1.19 “FI Class Fee Award” means the amount of attorneys’ fees and reimbursement 

of expenses awarded to Class Counsel by the Court to be paid out of the FI Class Settlement 

Fund. 

1.20 “FI Class Settlement Fund” means the non-reversionary cash settlement fund 

that shall be established by Defendant in the amount of Twelve Million Seven Hundred EightyFive Thousand Five Hundred Ninety-Five Dollars and Ninety Cents ($12,785,595.90), plus all 

interest earned thereon, which shall be deposited into the Escrow Account by Defendant in 

accordance with the funding schedule set forth in Exhibit A. From the FI Class Settlement Fund, 

the Settlement Administrator shall pay (i) Approved FI Class Claims, (ii) a proportional amount 

of the Settlement Administration Expenses, (iii) any incentive award to Plaintiff Rohith 

Amruthur, and (iv) any FI Class Fee Award. The FI Class Settlement Fund represents extent of 

Defendant’s monetary obligations under this Agreement to the FI Class. The FI Class Settlement 

Fund shall be kept in the Escrow Account with permissions granted to the Settlement 

Administrator to access said funds until such time as the above-listed payments are made. In no 

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1.24 “Non-Financial Institution Class Member” or “NFI Class Member” means a 

person who falls within the definition of the NFI Class and who does not submit a valid request 

for exclusion from the NFI Class. 

1.25 “NFI Class Fee Award” means the amount of attorneys’ fees and reimbursement 

of expenses awarded to Class Counsel by the Court to be paid out of the NFI Class Settlement 

Fund. 

1.26 “NFI Class Settlement Fund” means the non-reversionary cash settlement fund 

that shall be established by Defendant in the amount of Fifteen Million Seven Hundred Fourteen 

Thousand Four Hundred Four Dollars and Ten Cents ($15,714,404.10), plus all interest earned 

thereon, which shall be deposited into the Escrow Account by Defendant in accordance with the 

funding schedule set forth in Exhibit A. From the NFI Class Settlement Fund, the Settlement 

Administrator shall pay (i) Approved NFI Class Claims, (ii) a proportional amount of the 

Settlement Administration Expenses, (iii) any incentive award to Plaintiff Fredy Sosa, and (iv) 

any NFI Class Fee Award. The NFI Class Settlement Fund represents extent of Defendant’s 

monetary obligations under this Agreement to the NFI Class. The NFI Class Settlement Fund 

shall be kept in the Escrow Account with permissions granted to the Settlement Administrator to 

access said funds until such time as the above-listed payments are made. In no event shall any 

amount paid by Defendant into the Escrow Account, or any interest earned thereon, revert to 

Defendant or any other Released Party, except as set forth in Paragraph 9 of this Agreement. 

1.27 “NFI Class Settlement Payment” means a pro rata portion of the NFI Class 

Settlement Fund less any NFI Class Fee Award, incentive award to Plaintiff Fredy Sosa, and 

Settlement Administration Expenses attributable to the NFI Class. 

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and processing Claim Forms, disbursing payments and mailing checks for settlement payments, 

and paying related tax expenses, fees of the escrow agent, and other such related expenses, with 

all such expenses to be proportionally paid from the FI Class Settlement Fund and NFI Class 

Settlement Fund, such that Settlement Administration Expenses incurred on behalf of both 

Settlement Classes shall be paid equally from the FI Class Settlement Fund and NFI Class 

Settlement Fund, and Settlement Administration Expenses incurred on behalf of only one 

settlement class shall be paid only from that settlement class’s settlement fund. 

1.36 “Settlement Administrator” means Simpluris, Inc., subject to approval of the 

Court, which will provide the Notice, create and maintain the Settlement Website, receive and 

process Claim Forms, send settlement payments to members of the Settlement Classes who 

submit approved claims, be responsible for tax reporting, and perform such other settlement 

administration matters set forth herein or contemplated by the Settlement. 

1.37 “Settlement Classes” means all persons who are members of the FI Class and 

NFI Class, collectively. 

1.38 “Settlement Website” means the website to be created, launched, and maintained 

by the Settlement Administrator, and which allows for the electronic submission of Claim Forms 

and provides access to relevant case documents including the Notice, information about the 

submission of Claim Forms and other relevant documents. 

1.39 “Unknown Claims” means claims that could have been raised in the Action and 

that any or all of the Releasing Parties do not know or suspect to exist, which, if known by him 

or her, might affect his or her agreement to release the Released Parties or the Released Claims 

or might affect his or her decision to agree, object or not to object to the Settlement. Upon the 

Effective Date, the Releasing Parties shall be deemed to have, and shall have, expressly waived 

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and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of 

§ 1542 of the California Civil Code, which provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE 

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO 

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE 

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE 

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE 

DEBTOR OR RELEASED PARTY. 

Upon the Effective Date, the Releasing Parties also shall be deemed to have, and shall have, 

waived any and all provisions, rights and benefits conferred by any law of any state or territory 

of the United States, or principle of common law, or the law of any jurisdiction outside of the 

United States, which is similar, comparable or equivalent to § 1542 of the California Civil Code. 

The Releasing Parties acknowledge that they may discover facts in addition to or different from 

those that they now know or believe to be true with respect to the subject matter of this release, 

but that it is their intention to finally and forever settle and release the Released Claims, 

notwithstanding any Unknown Claims they may have, as that term is defined in this paragraph. 

2. SETTLEMENT RELIEF

2.1 Settlement Payments to FI Class Members and NFI Class Members. 

a. FI Class Members and NFI Class Members shall have until the Claims 

Deadline to submit Claim Forms. FI Class Members who submit an Approved FI Class 

Claim shall be entitled to a FI Class Settlement Payment, and NFI Class Members who 

submit an Approved NFI Class Claim shall be entitled to a NFI Class Settlement 

Payment. 

b. The Settlement Administrator shall have sole and final authority for 

determining if FI Class Members’ and NFI Class Members’ Claim Forms are complete, 

timely, and accepted as an Approved FI Class Claim or Approved NFI Class Claim, 

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respectively. 

c. Electronic Payments. FI Class Members and NFI Class Members who 

select an electronic payment method will receive their FI Class Settlement Payment and 

NFI Class Settlement Payment, respectively, in four installments, as follows: 

i. Within twenty-eight (28) days of the Effective Date, or such other date as 

the Court may set, the Settlement Administrator shall send the first of four 

FI Class Settlement Payments from the FI Class Settlement Fund, and the 

first of four NFI Class Settlement Payments from the NFI Class 

Settlement Fund, by electronic deposit to the Venmo, Zelle, or PayPal 

account provided on the approved Claim Forms. 

ii. The subsequent three (3) installments of the FI Class Settlement Payments 

and NFI Class Settlement Payments will be made in the same manner, 

within sixty (60) days of Defendant’s funding the Escrow Account one (1) 

year after final approval, two (2) years after final approval, and three (3) 

years after final approval, as set forth in Exhibit A. 

iii. The first installment of the FI Class Settlement Payments and NFI Class 

Settlement Payments will account for approximately 25% of the total 

payment, the second installment will account for approximately 20% of 

the total payment, the third installment will account for approximately 

20% of the total payment, and the fourth installment will account for 

approximately 35% of the total payment. 

d. Check Payments. FI Class Members and NFI Class Members who select a 

paper check (by choice or by default if they do not choose an electronic payment method) 

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will receive their FI Class Settlement Payment and NFI Class Settlement Payment, 

respectively, in two installments, as follows: 

i. Within twenty-eight (28) days of the Effective Date, or such other date as 

the Court may set, the Settlement Administrator shall send the first of two 

FI Class Settlement Payments from the FI Class Settlement Fund, and the 

first of two NFI Class Settlement Payments from the NFI Class Settlement 

Fund, by First Class U.S. Mail to the address provided on the approved 

Claim Forms. 

ii. The second installment of the FI Class Settlement Payments and NFI 

Class Settlement Payments will be made in the same manner, within sixty 

(60) days of Defendant’s fully funding the Escrow Account three (3) years 

after final approval, as set forth in Exhibit A. 

iii. The first installment of the FI Class Settlement Payments and NFI Class 

Settlement Payments will account for approximately 25% of the total 

payment, and the second and final installment will account for 

approximately 75% of the total payment. 

e. In the event that any of the four electronic deposits to a FI Class Member 

or NFI Class Member are unable to be processed, the Settlement Administrator shall 

attempt to contact the class member within thirty (30) calendar days of each failed 

attempt to correct the problem. 

f. Each check issued to a FI Class Member and NFI Class Member will state 

on the face of the check that it will become null and void unless cashed or deposited 

within one hundred and eighty (180) calendar days after the date of issuance. 

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g. To the extent that any of the first checks issued are not cashed or deposited 

within one hundred eighty (180) days after the date of issuance, or any of the first three 

(3) electronic deposits are unable to be processed within one hundred eighty (180) days 

of the first attempt, such funds shall be returned to the respective settlement funds from 

which they were withdrawn for pro rata distribution in the remaining FI Class Settlement 

Payments and NFI Class Settlement Payments. 

h. To the extent that a final check is not cashed or deposited within one 

hundred eighty (180) days after the date of issuance, or a final electronic deposit is unable 

to be processed within one hundred eighty (180) days of the first attempt, such funds 

shall be returned to the respective settlement funds from which they were withdrawn and 

shall first be re-distributed to FI Class Members and NFI Class Members who 

successfully cashed their first check or successfully received at least one electronic 

payment, if feasible and in the interests of each class. 

i. If redistribution is not feasible for any given class, or if residual funds 

remain in the any of the settlement funds after redistribution, the Settlement 

Administrator shall distribute such funds to the Unclaimed Property Division of the 

Illinois Treasurer’s Office, subject to approval by the Court, and shall identify to the 

Illinois Treasurer’s Office each individual claimant who did not cash or deposit their final 

check or did not successfully receive their final e-payment and the amount each 

individual claimant did not cash, deposit, or successfully receive. If the Court does not 

approve distributing the residual funds to the Unclaimed Property Division, such residual 

funds shall be distributed to a cy pres recipient selected by the Court. 

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2.2 Any person who is a NFI Class Member and also a FI Class Member and submits 

an approved claim shall receive one NFI Class Settlement Payment. 

2.3 Delinquent or Missed Installment Payments: If Defendant fails to timely make 

any installment payment to the FI Class Settlement Fund or NFI Class Settlement Fund, as 

detailed in Exhibit A, Defendant shall have thirty (30) days from the date that the installment 

payment was due to make the delinquent payment (the “Grace Period”). Defendant agrees that if 

any Grace Period expires without Defendant having paid the amount due, Defendant shall pay 

the amount due and payable with interest earned daily thereon at the rate of nine percent (9%) 

per annum. If Defendant fails to pay any amount due and payable, plus interest earned thereon, 

within one hundred and twenty (120) days of any due date, the Release set forth in Paragraph 3 

and the Final Approval Order will become void and Defendant will be without recourse for any 

amount Defendant already deposited into the Escrow Accounts. 

2.4 Prospective Relief. 

a. With respect to Onfido customers that have users who reside in Illinois,

Defendant agrees that, on or before the Effective Date, it shall implement and maintain, 

or continue to maintain, the following policies and procedures: 

i. Defendant shall (i) provide its customers with a suggested informed 

written consent form, (ii) instruct its customers to use the latest 

releases of its Software Development Kit (SDK) which contains a 

written consent form (“Onfido Consent Screens”) or otherwise 

instruct that equivalent language to the consent form is viewed and 

agreed to by its customers’ users who reside in Illinois before any 

facial recognition or identity verification is performed, and (iii) 

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number of unique names for whom an email address is available on the Class List, and 

the number of unique names for whom no address or email address is available on the 

Class List. The Settlement Administrator shall keep the Class List, and all Contact 

Information contained therein, strictly confidential. Under no circumstances shall the 

Class List, in whole in part, be made available to anyone other than the Settlement 

Administrator. The Class List may not be used by the Settlement Administrator for any 

purpose other than advising specific individual members of the Settlement Classes of 

their rights, mailing settlement payments, and otherwise effectuating the terms of the 

Settlement Agreement or the duties arising thereunder, including the provision of Notice 

of the Settlement. 

d. Upon the request of a Customer, the Settlement Administrator shall enter 

into one or more confidentiality agreements with Customer providing the Contact 

Information to ensure the confidentiality of such information and such Customer shall be 

a third-party beneficiary to this Agreement only for the purpose of enforcing this 

Paragraph 4.1(d). 

4.2 The Customer List. 

a. Within ten (10) business days after the Preliminary Approval Order, 

Defendant shall provide the Settlement Administrator, and only the Settlement 

Administrator, a list of its customers whose users submitted Illinois IDs with selfies 

during the class period (the “Customer List”), solely for the purposes of validating Claim 

Forms and providing, in each case in accordance with applicable law, digital notice via 

targeted Google and/or Facebook advertisements to members of the Settlement Classes

for whom neither an address or email address is available. The Customer List will 

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indicate whether each customer is a Financial Institution Customer or a Non-Financial 

Institution Customer. 

b. The Claim Form, Notice, and any other documents related to the 

settlement shall not contain the name of any Onfido customers. 

c. The Settlement Administrator shall not disclose the name of any Onfido 

customers to anyone other than a limited number of individuals within Google and/or 

Facebook on a need-to-know basis for the purpose of providing Targeted Advertising 

Notice, and in each case subject to rigorous confidentiality obligations. It is a material 

term of this Settlement Agreement that the Settlement Administrator enter into a 

confidentiality agreement with Defendant to ensure that the Customer List is treated 

consistent with this paragraph. 

4.3 The Notice shall include the best notice practicable, including but not limited to: 

a. Update Addresses. Prior to mailing any Notice, the Settlement 

Administrator will update the U.S. Mail addresses of persons on the Class List using the 

National Change of Address database and other available resources deemed suitable by 

the Settlement Administrator. The Settlement Administrator shall take all reasonable 

steps to obtain the correct address of any class members for whom Notice is returned by 

the U.S. Postal Service as undeliverable and shall attempt re-mailings as described below 

in Section 5.1. 

b. Direct Notice. No later than the Notice Date, the Settlement 

Administrator shall (1) send Notice via First Class U.S. Mail substantially in the form of 

Exhibits D (to the FI Class) and F (to the NFI Class) to all persons for whom a physical 

address is available in the Class List and (2) shall send Notice via email substantially in 

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the form of Exhibits C (to the FI Class) and E (to the NFI Class) to all persons for whom 

an email address is available in the Class List. 

c. Reminder Notice. Thirty (30) calendar days prior to the Claims Deadline 

and seven (7) calendar days prior to the Claims Deadline, the Settlement Administrator 

shall again send Notice via email along with an electronic link to the Claim Form, to all 

persons on the Class List for whom a valid email address is available and who, at those 

points, have not submitted a Claim Form. The reminder notices shall be substantially in 

the form of Exhibits C (to the FI Class) and E (to the NFI Class), with minor, nonmaterial modifications to indicate that they are reminder notices rather than initial 

notices. If the number of Claim Forms submitted by FI Class Members and NFI Class 

Members does not equal at least ten percent (10%) of each respective class, then the 

Settlement Administrator shall send a final reminder notice via email two (2) business 

days before the Claims Deadline substantially in the form of Exhibits C (to the FI Class) 

and E (to the NFI Class), with minor, non-material modifications to indicate that it is a 

final reminder notice. 

d. Internet Notice. Within twenty-one (21) days after the entry of the 

Preliminary Approval Order, the Settlement Administrator will develop, host, administer 

and maintain a Settlement Website containing the notice substantially in the form of 

Exhibit G. 

e. Targeted Advertising. The Settlement Administrator shall place targeted 

advertisements on Facebook and/or Google, which shall direct them to the Settlement 

Website, no later than the Notice Date. The Settlement Administrator shall ensure that 

such targeted advertisements are placed in compliance with applicable privacy laws. 

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f. CAFA Notice. Pursuant to 28 U.S.C. § 1715, not later than ten (10) days 

after the Agreement is filed with the Court, Defendant, through the Settlement 

Administrator, shall cause to be served upon the Attorneys General of each U.S. State in 

which members of the Settlement Classes reside, the Attorney General of the United 

States, and other required government officials, notice of the proposed settlement as 

required by law. 

4.4 The Notice shall advise the Settlement Classes of their rights under the 

Settlement, including the right to be excluded from or object to the Settlement Agreement or its 

terms. The Notice shall specify that any objection to this Settlement Agreement, and any papers 

submitted in support of said objection, shall be received by the Court at the Final Approval 

Hearing, only if, on or before the Objection/Exclusion Deadline approved by the Court and 

specified in the Notice, the person making an objection shall file notice of his or her intention to 

do so and at the same time (a) files copies of such papers he or she proposes to submit at the 

Final Approval Hearing with the Clerk of the Court, (b) files copies of such papers through the 

Court’s CM/ECF system if the objection is from a FI Class Member or NFI Class Member 

represented by counsel, who must also file an appearance, and (c) sends copies of such papers 

via email, U.S. Mail, hand, or overnight delivery service to Class Counsel and Defendant’s 

Counsel. 

4.5 Right to Object or Comment. Any FI Class Member or NFI Class Member who 

intends to object to this Settlement Agreement must present the objection in writing, which must 

be personally signed by the objector and must include: (a) the objector’s full name and current 

address, (b) a statement that he or she believes himself or herself to be a member of the FI Class 

or NFI Class, (c) whether the objection applies only to the objector, to a specific subset of the FI 

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Class or NFI Class, or to the entire FI Class or NFI Class, (d) the specific grounds for the 

objection, (e) all documents or writings that the objector desires the Court to consider, (f) the 

name and contact information of any and all attorneys representing, advising, or in any way 

assisting the objector in connection with the preparation or submission of the objection or who 

may profit from the pursuit of the objection, and (g) a statement indicating whether the objector 

intends to appear at the Final Approval Hearing (either personally or through counsel, who must 

file an appearance or seek pro hac vice admission). All written objections must be filed with the 

Court and postmarked, emailed, or delivered to Class Counsel and Defendant’s Counsel no later 

than the Objection/Exclusion Deadline. Any FI Class Member and/or NFI Class Member who 

fails to timely file a written objection with the Court and notice of his or her intent to appear at 

the Final Approval Hearing in accordance with the terms of this Section and as detailed in the 

Notice, and at the same time provide copies to designated counsel for the Parties, shall not be 

permitted to object to this Settlement Agreement at the Final Approval Hearing, and shall be 

foreclosed from seeking any review of this Settlement Agreement, the Final Approval Order, or 

Alternative Approval Order, by appeal or other means, and shall be deemed to have waived his 

or her objections and be forever barred from making any such objections in the Action or any 

other action or proceeding. 

4.6 Right to Request Exclusion. Any person in the FI Class or NFI Class may 

submit a request for exclusion from the Settlement on or before the Objection/Exclusion 

Deadline. To be valid, any request for exclusion must (a) be in writing; (b) identify the case 

name Sosa v. Onfido, Inc., No. 20-cv-04247 (N.D. Ill.); (c) state the full name and current 

address of the person seeking exclusion; (d) be signed by the person seeking exclusion; and (e) 

be postmarked or received by the Settlement Administrator on or before the Objection/Exclusion 

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Deadline. The Settlement Administrator shall create a dedicated email address to receive 

exclusion requests electronically. Each request for exclusion must also contain a statement to the 

effect that “I hereby request to be excluded from the proposed Settlement Classes in Sosa v. 

Onfido, Inc., 20-cv-04247 (N.D. Ill.).” A request for exclusion that does not include all of the 

foregoing information, that is sent to an address or email address other than that designated in 

the Notice, or that is not postmarked or electronically delivered to the Settlement Administrator 

within the time specified, shall be invalid and the persons serving such a request shall be deemed 

to remain FI Class Members and/or NFI Class Members and shall be bound by this Settlement 

Agreement, if approved. Any person who elects to request exclusion from the Settlement Classes 

in compliance with this provision shall not (a) be bound by any orders or the Final Approval 

Order entered in the Action, (b) receive a settlement payment under this Settlement Agreement, 

(c) gain any rights by virtue of this Settlement Agreement, or (d) be entitled to object to any 

aspect of this Settlement Agreement or the Final Approval Order or Alternative Approval Order. 

No person may request to be excluded from the Settlement Classes through “mass” or “class” 

opt-outs, meaning, inter alia, that each individual who seeks to opt out must send an individual, 

separate request to the Settlement Administrator that complies with all requirements of this 

paragraph. Any person who requests to exclude themselves from this Settlement pursuant to this 

Paragraph is voluntarily: (1) disclosing their identity to the Settlement Administrator and 

authorizing the Settlement Administrator to disclose the first letter of their first name and the 

first three letters of their last name to Class Counsel, and (2) consenting to the inclusion of the 

first letter of their first name, and the first three letters of their last name in the Final Approval 

Order.

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5. SETTLEMENT ADMINISTRATION

5.1 Settlement Administrator’s Duties.

a. Dissemination of Notices. The Settlement Administrator shall disseminate 

the Notice as provided in Section 4 of this Settlement Agreement. 

b. Undeliverable Direct Notice. If any Notice sent via U.S. Mail is returned 

as undeliverable, the Settlement Administrator shall forward it to any forwarding 

addresses provided by the U.S. Postal Service. If no such forwarding address is provided, 

the Settlement Administrator shall perform skip traces to attempt to obtain the most 

recent addresses for such members of the Settlement Classes. In the event transmission of 

email notice results in any “bounce-backs,” the Settlement Administrator shall, where 

reasonable, correct any issues that may have caused the “bounce-back” to occur and 

make a second attempt to re-send the email notice. 

c. Maintenance of Records. The Settlement Administrator shall maintain 

reasonably detailed records of its activities under this Settlement Agreement. The 

Settlement Administrator shall maintain all such records as required by applicable law 

and such records will be made available to Class Counsel and Defendant’s Counsel upon 

request, except that Plaintiffs and Class Counsel shall not have access to the Customer 

List or Contact Information on the Class List. The Settlement Administrator shall also 

provide reports and other information to the Court as the Court may require. Upon 

request, the Settlement Administrator shall provide Class Counsel and Defendant’s 

Counsel with information concerning the Notice, the number of Claim Forms submitted, 

the number of approved claims, any requests for exclusion, and the administration and 

implementation of the Settlement. The Settlement Administrator shall make available for 

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inspection by Class Counsel and Defendant’s Counsel the Claim Forms received by the 

Settlement Administrator, from which the names and contact information have been 

redacted, at any time upon reasonable notice. Should the Court request, the Parties shall 

submit a timely report to the Court summarizing the work performed by the Settlement 

Administrator, including a post-distribution accounting of all settlement payments, the 

number and value of checks not cashed, the number and value of electronic payments 

unprocessed, the amount redistributed to claimants, and the amount distributed to the 

state or cy pres recipient, if any. 

d. Receipt of Requests for Exclusion. The Settlement Administrator shall 

receive requests for exclusion from persons in the Settlement Classes. The Settlement 

Administrator will provide to Class Counsel and Defendant’s Counsel the number of 

requests for exclusions and a copy of each request for exclusion, from which all contact 

information besides the unique notice control numbers, the first letter of the first name, 

and the first three letters of the last name of such persons have been redacted, within five 

(5) days after the Objection/Exclusion Deadline. If the Settlement Administrator receives 

any requests for exclusion or other requests after the Objection/Exclusion Deadline, the 

Settlement Administrator shall promptly provide copies thereof, from which all contact 

information besides the unique notice control numbers, the first letter of the first name, 

and the first three letters of the last name of such persons have been redacted, to Class 

Counsel and Defendant’s Counsel. 

e. Creation of Settlement Website. The Settlement Administrator shall create 

the Settlement Website. The Settlement Website shall include a toll-free telephone phone 

number and mailing address through which class members may contact the Settlement 

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Administrator or Class Counsel directly, and include the ability for FI Class Members 

and NFI Class Members to submit Claim Forms online. 

f. Processing Claim Forms. The Settlement Administrator shall, under the 

supervision of the Court, administer the relief provided by this Settlement Agreement by 

processing Claim Forms in a rational, responsive, cost effective, and timely manner. The 

Settlement Administrator shall be obliged to employ reasonable procedures to screen 

claims for abuse or fraud and deny Claim Forms where there is evidence of abuse or 

fraud, including by cross-referencing information from submitted Claim Forms with the 

Class List and Customer List. The Settlement Administrator shall determine whether a 

Claim Form submitted by a person is an Approved FI Class Claim or Approved NFI 

Class Claim and shall reject Claim Forms that fail to (a) comply with the instructions on 

the Claim Form or the terms of this Agreement, or (b) provide full and complete 

information as requested on the Claim Form. In the event a person submits a timely 

Claim Form by the Claims Deadline, but the Claim Form is not otherwise complete, then 

the Settlement Administrator shall give such person reasonable opportunity to provide 

any requested missing information, which information must be received by the 

Settlement Administrator no later than twenty-eight (28) calendar days after the 

Settlement Administrator’s request for additional information. In the event the Settlement 

Administrator receives such information after more than twenty-eight (28) calendar days, 

then any such claim shall be denied. The Settlement Administrator may contact any 

person who has submitted a Claim Form to obtain additional information necessary to 

verify the Claim Form. The Claim Forms will be exclusively returnable to the Settlement 

Administrator and the identities and contact information in the Claim Forms shall be 

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treated as confidential by the Settlement Administrator and not provided to anyone. 

Notwithstanding the foregoing, the Settlement Administrator may disclose the unique 

notice control numbers of members of the Settlement Classes to Class Counsel. 

g. Forty-one (41) days after the Notice Date (i.e., fifteen (15) days before the 

Objection/Exclusion Deadline), the Settlement Administrator shall provide Class Counsel 

a preliminary report detailing, to date, the number of Claim Forms submitted, the number 

of Claim Forms it has processed, and the number of Claim Forms it has initially approved 

as Approved FI Class Claims and Approved NFI Class Claims. 

h. Establishment of the Escrow Accounts. The Settlement Administrator 

shall establish the three Escrow Accounts, pursuant to the terms of Section 1.13, and 

maintain the Escrow Accounts as qualified settlement funds throughout the 

implementation of the Settlement in accordance with the Court’s Preliminary Approval 

Order and Final Approval Order. 

i. Tax Reporting. The Settlement Administrator shall be responsible for all 

tax filings related to the Escrow Account.

6. PRELIMINARY APPROVAL AND FINAL APPROVAL 

6.1 Preliminary Approval. Promptly after execution of this Settlement Agreement, 

Class Counsel shall submit this Settlement Agreement to the Court and shall move the Court to 

enter a Preliminary Approval Order, which shall include, among other provisions, a request that 

the Court: 

a. appoint Class Counsel and the Class Representatives; 

b. certify the FI Class and NFI Class for settlement purposes only and/or find 

that the Settlement Classes are likely to be certified for purposes of entering the Final 

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Approval Order under Federal Rule of Civil Procedure 23; 

c. preliminarily approve this Settlement Agreement for purposes of 

disseminating Notice to the Settlement Classes; 

d. approve the form and contents of the Notice and the method of its 

dissemination to the Settlement Classes; and 

e. schedule a Final Approval Hearing after the expiration of the CAFA 

notice period, to review any comments and/or objections regarding this Agreement, to 

consider its fairness, reasonableness and adequacy, to consider the application for the FI 

Class Fee Award and NFI Class Fee Award, and incentive awards to the Class 

Representatives, and to consider whether the Court shall enter a Final Approval Order 

approving this Agreement, confirming certification of the Settlement Classes, and 

dismissing the Action with prejudice. 

6.2 Final Approval. After Notice to the Settlement Classes is disseminated, Class 

Counsel shall move the Court for entry of a Final Approval Order, which shall include, among 

other provisions, a request that the Court: 

a. find that it has personal jurisdiction over all FI Class Members and NFI 

Class Members, and subject matter jurisdiction to approve this Settlement Agreement, 

including all attached exhibits; 

b. approve the Settlement as fair, reasonable and adequate as to, and in the 

best interests of, the FI Class Members and NFI Class Members; 

c. direct the Parties and their counsel to implement and consummate the 

Settlement according to its terms and conditions; 

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d. declare the Settlement to have res judicata and preclusive effect in all 

pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiffs 

and all other FI Class Members, NFI Class Members, and Releasing Parties; 

e. find that the Notice implemented pursuant to the Settlement Agreement 

(1) constitutes the best practicable notice under the circumstances, (2) constitutes notice 

that is reasonably calculated, under the circumstances, to apprise the Settlement Classes 

of the pendency of the Action and their rights to object to or exclude themselves from this 

Settlement Agreement and to appear at the Final Approval Hearing, (3) is reasonable and 

constitutes due, adequate and sufficient notice to all persons entitled to receive notice, 

and (4) fulfills the requirements of the Federal Rules of Civil Procedure, the Due Process 

Clause of the United States Constitution, the rules of the Court, and complies with 

applicable privacy laws; 

f. finally certify or confirm certification of the Settlement Classes under 

Federal Rule of Civil Procedure 23, including finding that the Class Representatives and 

Class Counsel adequately represented the Settlement Classes for purposes of entering 

into and implementing the Settlement Agreement; 

g. dismiss the Action on the merits and with prejudice, without fees or costs 

to any Party except as provided in this Settlement Agreement; 

h. incorporate the Release set forth above, make the Release effective as of 

the Effective Date, and forever discharge the Released Parties as set forth herein; 

i. authorize the Parties, without further approval from the Court, to agree to 

and adopt such amendments, modifications and expansions of the Settlement and its 

implementing documents (including all Exhibits to this Settlement Agreement) that (i) 

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shall be consistent in all material respects with the Final Approval Order, and (ii) do not 

limit the rights of FI Class Members and NFI Class Members; and 

j. without affecting the finality of the Final Approval Order, stating that the 

Parties will submit to the jurisdiction of the Court as to all matters relating to 

administration, consummation, enforcement and interpretation of the Settlement 

Agreement and the Final Approval Order, and for any other necessary purpose, to the 

extent a subsequent action is necessary to effectuate such purpose. 

6.3 Cooperation. The Parties shall, in good faith, cooperate, assist and undertake all 

reasonably necessary actions and steps in order to accomplish these required events on the 

schedule set by the Court, subject to the terms of this Settlement Agreement. 

7. TERMINATION OF THE SETTLEMENT AGREEMENT

7.1 Termination. Subject to Section 9 below, the Class Representatives, on behalf of 

the respective Settlement Classes, or Defendant, shall have the right to terminate this Agreement 

by providing written notice of the election to do so to Class Counsel or Defendant’s Counsel 

within ten (10) days of any of the following events: (i) the Court’s refusal to enter the 

Preliminary Approval Order approving of this Agreement in any material respect; (ii) the 

Court’s refusal to enter the Final Approval Order in this Action in any material respect; (iii) the 

Court’s refusal to enter a final judgment in this Action in any material respect; (iv) the date upon 

which the Final Approval Order is modified or reversed in any material respect by the Court of 

Appeals or the Supreme Court; or (v) the date upon which an Alternative Approval Order is 

entered, as defined in Section 9.1 of this Agreement, is modified or reversed in any material 

respect by the Court of Appeals or the Supreme Court. 

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7.2 Defendant may terminate this Agreement in the event that more than 10,000 

individuals included on the Class List submit timely and valid requests for exclusion from the 

Settlement, provided that Defendant provides written notice of the election to do so to Class 

Counsel within ten (10) days after the Objection/Exclusion Deadline.

8. INCENTIVE AWARDS AND CLASS COUNSEL’S ATTORNEYS’ FEES AND 

REIMBURSEMENT OF EXPENSES

8.1 As part of the Settlement, Defendant agrees that Class Counsel is entitled to 

reasonable attorneys’ fees and unreimbursed expenses incurred in the Action as the FI Class Fee 

Award from the FI Class Settlement Fund, and the NFI Class Fee Award from the NFI Class 

Settlement Fund. The amount of the FI Class Fee Award and NFI Class Fee Award shall be 

determined by the Court based on petition from Class Counsel. Class Counsel has agreed, with 

no consideration from Defendant, to limit their request for attorneys’ fees and unreimbursed 

costs to thirty-three percent (33%) of the FI Class Settlement Fund, and thirty-three percent 

(33%) of the NFI Class Settlement Fund, after Settlement Administration Expenses and any 

incentive awards are deducted from each respective fund. Defendant may challenge the amount 

requested. Should the Court award less than the amount sought by Class Counsel, the difference 

in the amount sought and the amount ultimately awarded pursuant to this Section shall remain in 

the FI Class Settlement Fund and/or NFI Class Settlement Fund and be distributed to class 

members as settlement payments. 

8.2 The FI Class Fee Award and NFI Class Fee Award shall be payable from the FI 

Class Settlement Fund and NFI Class Settlement Fund, respectively, on the same schedule and in 

the same proportions as the electronic deposits to FI Class Members and NFI Class Members 

outlined in Paragraph 2.1(c) and Exhibit A. Payment of each installment of the FI Class Fee 

Award and NFI Class Fee Award shall be made by the Settlement Administrator via wire 

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transfer to an account designated by Class Counsel after providing necessary information for 

electronic transfer. 

8.3 In addition to any payment to which they may be entitled under this Agreement, 

and in recognition of the time and effort they expended on behalf of the FI Class and NFI Class, 

respectively, the Class Representatives shall each be paid an incentive award in the amount of 

Five Thousand Dollars ($5,000.00), subject to the Court’s approval. 

a. Plaintiff Rohith Amruthur shall be paid the incentive award, as determined 

by the Court, from the FI Class Settlement Fund within five (5) business days after entry 

of the Final Approval Order, if there are no objections to the Settlement Agreement, and 

if there have been such objections, within five (5) business days after the Effective Date. 

Should the Court award less than this amount, the difference in the amount sought and 

the amount ultimately awarded pursuant to this Section shall remain in the FI Class 

Settlement Fund and be distributed to claiming FI Class Members as FI Class Settlement 

Payments. 

b. Plaintiff Fredy Sosa shall be paid the incentive award, as determined by 

the Court, from the NFI Class Settlement Fund within five (5) business days after entry of 

the Final Approval Order, if there are no objections to the Settlement Agreement, and if 

there have been such objections, within five (5) business days after the Effective Date. 

Should the Court award less than this amount, the difference in the amount sought and 

the amount ultimately awarded pursuant to this Section shall remain in the NFI Class 

Settlement Fund and be distributed to claiming NFI Class Members as NFI Class 

Settlement Payments. 

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9. CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, 

CANCELLATION OR TERMINATION.

9.1 The Effective Date shall not occur unless and until each and every one of the 

following events occurs, and shall be the date upon which the last (in time) of the following 

events occurs subject to the provisions in Section 1.12: 

a. This Agreement has been signed by the Parties, Class Counsel and 

Defendant’s Counsel; 

b. The Court has entered a Preliminary Approval Order approving the 

Agreement; 

c. The Court has entered a Final Approval Order finally approving the 

Agreement, or a judgment substantially consistent with this Settlement Agreement that 

has become final and unappealable, following Notice to the Settlement Classes and a 

Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and 

d. In the event that the Court enters an approval order and final judgment in a 

form other than that provided above (“Alternative Approval Order”) to which the Parties 

have consented, that Alternative Approval Order has become final and unappealable. 

9.2 If some or all of the conditions specified in Section 9.1 are not met, or in the event 

that this Agreement is not approved by the Court, or the settlement set forth in this Agreement is 

terminated or fails to become effective in accordance with its terms, then this Agreement shall be 

canceled and terminated subject to Section 9.3, unless Class Counsel and Defendant’s Counsel 

mutually agree in writing to proceed with this Settlement Agreement. If any Party is in material 

breach of the terms hereof, any other Party, provided that it is in substantial compliance with the 

terms of this Agreement, may terminate this Settlement Agreement on notice to all other Parties. 

Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of 

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the FI Class Fee Award or NFI Class Fee Award to Class Counsel set forth above or the 

incentive awards to the Class Representatives, regardless of the amounts awarded shall not 

prevent the Settlement Agreement from becoming effective and settlement payments being 

distributed, nor shall they be grounds for termination of the Agreement. 

9.3 If this Settlement Agreement is terminated or fails to become effective for the 

reasons set forth above, the Parties shall be restored to their respective positions in the Action as 

of the date of the signing of this Agreement. In such event, any Final Approval Order or other 

order entered by the Court in accordance with the terms of this Agreement shall be treated as 

vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the 

Action as if this Settlement Agreement had never been entered into. 

9.4 In the event the Settlement is terminated or fails to become effective for any 

reason, the FI Class Settlement Fund and the NFI Class Settlement Fund, together with any 

earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement 

Administrative Expenses actually incurred and paid or payable from the respective settlement 

funds, shall be returned to Defendant within thirty (30) calendar days after written notification of 

such event in accordance with instructions provided by Defendant’s Counsel to the Settlement 

Administrator. 

10. MISCELLANEOUS PROVISIONS. 

10.1 The Parties: (a) acknowledge that it is their intent to consummate this Agreement; 

and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent 

reasonably necessary to effectuate and implement all terms and conditions of this Agreement and 

to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this 

Settlement Agreement. Class Counsel and Defendant’s Counsel agree to cooperate with one 

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another to the extent reasonably necessary in seeking entry of the Preliminary Approval Order 

and the Final Approval Order, and promptly to agree upon and execute all such other 

documentation as may be reasonably required to obtain final approval of the Settlement 

Agreement. 

10.2 Each signatory to this Agreement represents and warrants (a) that the signatory 

has all requisite power and authority to execute, deliver and perform this Settlement Agreement 

and to consummate the transactions contemplated herein, (b) that the execution, delivery and 

performance of this Settlement Agreement and the consummation by it of the actions 

contemplated herein have been duly authorized by all necessary corporate action on the part of 

each signatory, and (c) that this Settlement Agreement has been duly and validly executed and 

delivered by each signatory and constitutes its legal, valid and binding obligation. 

10.3 The Parties intend this Settlement Agreement to be a final and complete 

resolution of all disputes between them with respect to the Released Claims by Plaintiffs and the 

FI Class Members and NFI Class Members, and each or any of them, on the one hand, against 

the Released Parties, and each or any of the Released Parties, on the other hand. Accordingly, the 

Parties agree not to assert in any forum that the Action was brought by Plaintiffs or defended by 

Defendant, or each or any of them, in bad faith or without a reasonable basis. 

10.4 The Parties have relied upon the advice and representation of their respective 

counsel, selected by them, concerning the claims hereby released. The Parties have read and 

understand fully this Settlement Agreement and have been fully advised as to the legal effect 

hereof by counsel of their own selection and intend to be legally bound by the same. 

10.5 Whether the Effective Date occurs or this Settlement is terminated, neither this 

Settlement Agreement nor the Settlement contained herein, nor any court order, communication, 

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act performed or document executed pursuant to or in furtherance of this Settlement Agreement 

or the Settlement: 

a. is, may be deemed, or shall be used, offered or received against the 

Released Parties or Onfido’s customers, or each or any of them as an admission, 

concession or evidence of, the validity of any Released Claims, the truth of any fact 

alleged by Plaintiffs, the deficiency of any defense that has been or could have been 

asserted in the Action, the violation of any law or statute, the reasonableness of the 

settlement funds, the settlement payments or the fee awards, or of any alleged 

wrongdoing, liability, negligence, or fault of the Released Parties or Onfido’s customers, 

or any of them; 

b. is, may be deemed, or shall be used, offered or received against Defendant 

or Onfido’s customers as, an admission, concession or evidence of any fault, 

misrepresentation or omission with respect to any statement or written document 

approved or made by the Released Parties or Onfido’s customers, or any of them; 

c. is, may be deemed, or shall be used, offered or received against Plaintiffs 

or the Settlement Classes, or each or any of them as an admission, concession or evidence 

of, the infirmity or strength of any claims asserted in the Action, the truth or falsity of any 

fact alleged by Defendant, or the availability or lack of availability of meritorious 

defenses to the claims raised in the Action; 

d. is, may be deemed, or shall be used, offered or received against the 

Released Parties or Onfido’s customers, or each or any of them as an admission or 

concession with respect to any liability, negligence, fault or wrongdoing as against any 

Released Parties or Onfido’s customers, in any civil, criminal or administrative 

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proceeding in any court, administrative agency or other tribunal. However, the 

Settlement, this Settlement Agreement, and any acts performed and/or documents 

executed in furtherance of or pursuant to this Settlement Agreement and/or Settlement 

may be used in any proceedings as may be necessary to effectuate the provisions of this 

Settlement Agreement to the extent consistent with the confidentiality obligations 

contained in this Settlement Agreement. Moreover, if this Settlement Agreement is 

approved by the Court, any of the Released Parties may file this Settlement Agreement 

and/or the Final Approval Order in any action that may be brought against such parties in 

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

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

claim preclusion or issue preclusion, or similar defense or counterclaim; 

e. is, may be deemed, or shall be construed against Plaintiffs and the 

Settlement Classes, or each or any of them, or against the Released Parties, or each or any 

of them, as an admission or concession that the consideration to be given hereunder 

represents an amount equal to, less than or greater than that amount that could have or 

would have been recovered after trial; and 

f. is, may be deemed, or shall be construed as or received in evidence as an 

admission or concession against Plaintiffs and the Settlement Classes, or each and any of 

them, or against the Released Parties, or each or any of them, that any of Plaintiffs’ 

claims are with or without merit or that damages recoverable in the Action would have 

exceeded or would have been less than any particular amount. 

10.6 The headings used herein are used for the purpose of convenience only and are 

not meant to have legal effect. 

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10.7 The waiver by one Party of any breach of this Settlement Agreement by any other 

Party shall not be deemed as a waiver of any other prior or subsequent breaches of this 

Settlement Agreement. 

10.8 All of the Exhibits to this Settlement Agreement are material and integral parts 

hereof and are fully incorporated herein by reference. 

10.9 This Settlement Agreement and its Exhibits A–G set forth the entire agreement 

and understanding of the Parties with respect to the matters set forth herein, and supersede all 

prior negotiations, agreements, arrangements and undertakings with respect to the matters set 

forth herein. No representations, warranties or inducements have been made to any Party 

concerning this Settlement Agreement or its Exhibits A–G other than the representations, 

warranties and covenants contained and memorialized in such documents. This Settlement 

Agreement may be amended or modified only by a written instrument signed by or on behalf of 

all Parties or their respective successors-in-interest. 

10.10 Except as otherwise provided herein, each Party shall bear its own attorneys’ fees 

and costs incurred in any way related to the Action. 

10.11 Plaintiffs represent and warrant that they have not assigned any claim or right or 

interest relating to any of the Released Claims against the Released Parties to any other person or 

party and that they are fully entitled to release the same. 

10.12 Each counsel or other person executing this Settlement Agreement, any of its 

Exhibits, or any related settlement documents on behalf of any Party hereto, hereby warrants and 

represents that such person has the full authority to do so and has the authority to take 

appropriate action required or permitted to be taken pursuant to the Settlement Agreement to 

effectuate its terms. 

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10.13 This Settlement Agreement may be executed in one or more counterparts. All 

executed counterparts and each of them shall be deemed to be one and the same instrument. 

Signature by digital, facsimile, or in PDF format will constitute sufficient execution of this 

Settlement Agreement. A complete set of original executed counterparts shall be filed with the 

Court if the Court so requests. 

10.14 The Court shall retain jurisdiction with respect to implementation and 

enforcement of the terms of this Settlement Agreement, and all Parties hereto submit to the 

jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in 

this Settlement Agreement. 

10.15 This Settlement Agreement shall be governed by and construed in accordance 

with the laws of the State of Illinois without reference to the conflicts of laws provisions thereof. 

10.16 This Settlement Agreement is deemed to have been prepared by counsel for all 

Parties, as a result of arm’s-length negotiations among the Parties. Whereas all Parties have 

contributed substantially and materially to the preparation of this Settlement Agreement, it shall 

not be construed more strictly against one Party than another. 

10.17 No Tax Advice. No provision of this Agreement, and no written communication 

or disclosure between or among the Parties or any attorney for any of the Parties is or was 

intended to be, nor will be construed or relied upon as, tax advice. Each of the Parties has relied 

exclusively upon his/her or its own independent tax advisers for tax advice in connection with 

this Agreement. None of the Parties have entered into this Agreement based upon the 

recommendation of any of the other Parties or any attorney or advisor to any of the other Parties. 

Each of the Parties expressly acknowledges that each has not received any tax advice from Class 

Counsel or Defendants’ Counsel. 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 44 of 74 PageID #:1185
44

10.18 Where this Settlement Agreement requires notice to the Parties, such notice shall 

be sent to the Parties’ counsel: Schuyler Ufkes, sufkes@edelson.com, EDELSON PC, 350 North 

LaSalle Street, 14th Floor, Chicago, Illinois 60654; Joel Griswold, jcgriswold@bakerlaw.com, 

BAKER & HOSTETLER LLP, 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801. 

10.19 This Settlement Agreement supersedes and replaces all prior settlement 

agreements between the Parties, which shall be null and void upon execution of this Settlement 

Agreement. 

 [SIGNATURES APPEAR ON FOLLOWING PAGE] 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 45 of 74 PageID #:1186
45

FREDY SOSA 

Dated: By (signature): 

 Name (printed): 

ROHITH AMRUTHUR 

Dated: By (signature): 

 Name (printed): 

EDELSON PC 

Dated: By (signature): 

 Name (printed): 

Its (title): 

ONFIDO, INC. 

Dated: By (signature): 

 

 Name (printed): 

 Its (title): 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 46 of 74 PageID #:1187
46

Exhibit A

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 47 of 74 PageID #:1188
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 48 of 74 PageID #:1189
Exhibit B 

 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 49 of 74 PageID #:1190
ONLINE CLAIM FORM

PAGE 1: 

Instructions: You may be eligible for a payment as part of the Settlement for this case. Fill out 

each section of this form and sign where indicated. Please select whether you prefer to receive 

payment via Venmo, PayPal, Zelle, or check. If you select a paper check and your claim is 

approved, you will receive two installment payments over three years via checks in the mail at the 

address you provide below—i.e., in year one, you’ll receive one check that accounts for 

approximately 25% of the total payment, and you’ll have to wait three years to receive the 

remaining approximately 75% of the total payment. 

We strongly encourage you to select an electronic payment method (Venmo, PayPal, or 

Zelle), instead of paper checks, because it allows you to receive more of your settlement 

payment faster, it is more efficient and secure than a paper check in the mail, and you won’t 

need to update your address with the settlement administrator if your address changes 

before the final installment payment is paid. 

THIS CLAIM FORM MUST BE SUBMITTED BY [CLAIMS DEADLINE] AND MUST BE 

FULLY COMPLETED, BE SIGNED, AND MEET ALL CONDITIONS OF THE 

SETTLEMENT AGREEMENT. 

First Name Last Name

Street Address

City State ZIP Code

Email Address

Contact Phone #:

You may be contacted by phone or email if further information is required. 

Select Payment Method. Select the box of how you would like to receive your payment and 

provide the requested information: 

 

 Zelle®  PayPal®  Venmo®  Check 

[Based on the selection, the claimant will be prompted to provide the information the Settlement 

Administrator requires to complete the payment] 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 50 of 74 PageID #:1191
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 51 of 74 PageID #:1192
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 52 of 74 PageID #:1193
Exhibit C 

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Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 54 of 74 PageID #:1195
How do I get my payment? Just complete and verify the Claim Form online here [Claim Form Link], 

or if you also received a notice of this Settlement in the mail, you can fill out the paper Claim Form 

attached to that notice and submit it by mail. By submitting online you can choose to receive your 

payments via Venmo, PayPal, Zelle, or a check. If you submit a paper Claim Form and it is approved, 

your payments will be sent via check in the mail. We strongly encourage you to submit your Claim 

Form online (instead of by mail) and choose either Venmo, PayPal, or Zelle (instead of a check). All 

Claim Forms must be submitted online or postmarked by [Claims Deadline]. 

What are my Options? You can do nothing, comment on or object to any of the settlement terms, or 

exclude yourself from the settlement. If you do nothing, you won’t get a payment, and you won’t be 

able to sue Onfido or certain related companies and individuals in a future lawsuit about the claims 

addressed in the settlement. You can also object to the settlement if you disagree with any of its terms

by writing to the Court. If you exclude yourself, you won’t get a payment, but you’ll keep your right 

to sue Onfido on the issues the settlement concerns. You must submit your request to the settlement 

administrator by mail or email ([email address]) to exclude yourself from the settlement. For detailed 

requirements and instructions on how to exclude yourself or object, see the Internet Notice (FAQs 

13 & 16), available on the Settlement Website here [link to Internet Notice]. All Requests for 

Exclusion and Objections must be received by [Objection/Exclusion Deadline].

Do I have a lawyer? Yes. The Court has appointed lawyers from Edelson PC as “Class Counsel.” 

They represent you and other Financial Institution Class Members. You can hire your own lawyer, 

but you’ll need to pay that lawyer’s legal fees if you do. The Court has also approved Rohith 

Amruthur—a class member like you—to represent the Financial Institution Class.

When will the Court approve the settlement? The Court will hold a final approval hearing on [date] 

at [time] before the Honorable Marvin E. Aspen in Room 2568 at the Everett McKinley Dirksen 

United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604 or via remote means 

as instructed by the Court. Instructions for participating remotely will be posted on the Settlement 

Website. During the hearing, the Court will hear objections, determine if the settlement is fair, and 

consider Class Counsel’s request for fees and expenses of up to 33% of the Financial Institution Class 

Settlement Fund and an incentive award of $5,000 to the Class Representative. The fee request will 

be posted on the settlement website by [two weeks prior to Objection/Exclusion Deadline].

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 55 of 74 PageID #:1196
Exhibit D 

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Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 57 of 74 PageID #:1198
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 58 of 74 PageID #:1199
Exhibit E 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 59 of 74 PageID #:1200
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 60 of 74 PageID #:1201
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 61 of 74 PageID #:1202
Exhibit F 

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Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 63 of 74 PageID #:1204
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 64 of 74 PageID #:1205
Exhibit G 

Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 65 of 74 PageID #:1206
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 66 of 74 PageID #:1207
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 67 of 74 PageID #:1208
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 68 of 74 PageID #:1209
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 69 of 74 PageID #:1210
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 70 of 74 PageID #:1211
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 71 of 74 PageID #:1212
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 72 of 74 PageID #:1213
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 73 of 74 PageID #:1214
Case: 1:20-cv-04247 Document #: 69-2 Filed: 04/20/23 Page 74 of 74 PageID #:1215