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THE BENEFITS OF THE SETTLEMENT
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<br />VzAT DOESTIizS1JTTi�ENT PROVID>� h 1 *; F
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<br />GEO has agreed to pay, on behalf of itself and the GEO Settling Parties: (i) $10,796,800 in cash and (ii) up to $13,527,400
<br />from a Sale, EBITDA -based payments, and/or shareholder dividends. The GEO Settling Parties have also agreed to pro-
<br />vide cooperation to the Direct Purchaser Class Plaintiffs through their counsel in connection with the ongoing litigation of
<br />the Action against the Non -Settling Defendants as set forth in paragraph 9 of the Settlement Agreement.
<br />• With respect to (i) above, GEO will use its best efforts to cause its insurers to pay $6,198,926 directly into the
<br />Direct Purchaser Escrow Account within thirty (30) days of Final Judgment ("First Installment"). GEO will make
<br />two additional payments into the Direct Purchaser Escrow Account — the first, in the amount of $1,361,437, on or
<br />before the first anniversary of the First Installment, and the second, in the amount of $3,236,437, on or before the
<br />second anniversary of the First Installment.
<br />• With respect to (ii) above, GEO will undertake a marketing process for a Sale that will commence no later than
<br />thirty (30) days after entry of Final Judgment. If this marketing process is successful, upon the closing of the Sale,
<br />the Direct Purchaser Settlement Class shall be entitled to receive from GEO additional compensation pursuant to
<br />an equity value formula (set forth in Exhibit B to the Settlement Agreement), up to $13,527,400.
<br />o In the event that, prior to the closing of a Sale, GEO's EBITDA in any of fiscal years 2018, 2019 or 2020
<br />is at least 250% above the mid -point projections of EBITDA for each of the years 2018, 2019 and 2020
<br />prepared by GEO and by the financial advisor(s) retained by Direct Purchaser Class Plaintiffs, the Direct
<br />Purchaser Settlement Class shall be entitled to payment of 25% of such excess up to $13,527,400 in the
<br />aggregate and credited against the $13,527,400 from a Sale.
<br />o In the event that GEO makes.any distributions to its shareholders prior to the closing of a Sale, the Direct
<br />Purchaser Settlement Class shall be entitled collectively to a pro rata share of such distributions as if such
<br />distributions were proceeds of a Sale. These distributions shall be credited against the $13,527,400 from
<br />a Sale.
<br />The Settlement Funds will be used to pay: (i) the costs of settlement administration and notice as approved by the Court;
<br />(ii) attorneys' fees and expenses, as approved by the Court; and (iii) Case Contribution Awards to Direct Purchaser Class
<br />Plaintiffs for litigating the Action on behalf of the Direct Purchaser Settlement Class as approved by the Court. The Settle-
<br />ment Funds after deduction of the foregoing payments are referred to as the "Net Settlement Fund."
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<br />If you are a Direct Purchaser Settlement Class Member and do not exclude yourself, you may be eligible to receive a pay-
<br />ment from the Settlement. To qualify for a payment from the Settlement, you must submit a Claim Form, which is
<br />enclosed with this Notice or available at www.LiquidAluminumDirectSettlement.com. Please read the instructions
<br />contained in the Claim Form carefully. You must fill, out the Claim Form and include all the information the form asks
<br />for. Be sure to sign it, and mail it by first-class mail, or submit it online at www.LiquidAluminumDirectSettlement.com,
<br />postmarked (if mailed) or received (if submitted online) no later than December 17, 2018 to:
<br />Liquid Aluminum Sulfate Antitrust Litigation — GEO Direct Purchaser Settlement
<br />c/o Settlement Administrator
<br />P.O. Box 30097
<br />Philadelphia, PA 19103
<br />You may be asked to verify the accuracy of the information provided in your Claim Form. Your claim must be valid to
<br />receive money.
<br />If the Court approves the Settlement (see "The Court's Fairness Hearing" below), the Settlement Funds will be distributed
<br />at a later date to members of the Direct Purchaser Settlement Class who submit valid Claim Forms.
<br />There are specialized companies that may offer to fill out and file your Claim Form in return for a percentage of the value of
<br />your claim. Before you sign a contract with one of these companies, you should examine the claim -filing process provided
<br />here and decide whether using a specialized company is worth the cost. You can always seek help free of charge from the
<br />Settlement Administrator or Interim DPP Lead Counsel.
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