AMENDED STIPULATION AND CLASS ACTION SETTLEMENT AGREEMENT

IT IS HEREBY STIPULATED AND AGREED, by and among Plaintiffs William

Navarrete, Mong Tsai Ma, and Juan Puentes (“Plaintiffs”), on behalf of themselves and all others

similarly situated; and Defendants Burma Superstar Oakland, Inc.; Bagan Incorporated; East-West Holdings, Inc.; Mya Myanmar, Inc.; Beehive Cafe LLC; Burma Super Star, Inc.; Desmond Tan

aka Desmond Htunlin; and Joycelyn Lee (“Defendants”, and collectively with Plaintiffs, “Parties”), subject to the approval of the Court, that this Class Action is hereby compromised and

settled pursuant to the terms and conditions set forth below in this Stipulation and Class Action

Settlement Agreement (“Settlement”):1. DEFINITIONS

a. Class: All non-exempt kitchen staff, including but not limited to food preparers, cooks, busboys or bussers, and dishwashers, who are currently employed

formerly employed by Defendants in California at any time from September 8, 2012, through March 28, 2019.

i. Salaried Subclass: Class Members who worked at any time between

September 8, 2012 and October 31, 2014.ii. Retaliation Claim Subclass: Class Members, except for busboys

bussers, who worked at Burma Superstar Oakland, Burma Superstar Alameda, or Burma Love restaurants and were employed before January 1, 2017 and worked after January 1, 2017.

b. Class Period: The period between September 8, 2012, through March 28, 2019.i. Salaried Subclass Period: The period between September 8, 2012 and

October 31, 2014.

ii. Retaliation Claim Subclass Period: The period between January 1, 2017

and March 28, 2019.

c. Class Members (or “Members of the Class”): All individuals who are members

of the Class.

i. Salaried Subclass Members: All individuals who are members of the

Salaried Subclass.

or were

or

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ii. Retaliation Claim Subclass Members: All individuals who are members

of the Retaliation Claim Subclass.

d. Release Period: For purposes of this Settlement, the proposed “Release Period”

shall mean September 8, 2012 through the date of preliminary approval of the

Settlement by the Court.

e. Class Counsel: Winifred Kao and Palyn Hung Mitchell of the Asian Americans

Advancing Justice - Asian Law Caucus, Jesse Newmark and Ana Henderson- Aijona of Centro Legal de la Raza, and Carole Vigne and Katherine Fiester of Legal Aid at Work.

f Action: The class action entitled William Navarrete, Mong Tsai Ma, and Juan

Fuentes, Plaintiffs, on behalf of themselves and all others similarly situated, versus

Burma Superstar Oakland, Inc.; Bagan Incorporated; East-West Holdings; Mya

Myanmar, Inc.; Beehive Cafe LLC; Burma Super Star, Inc.; Desmond Tan aka

Desmond Htunlin; and Joycelyn Lee, Defendants, Case No. RG16830336, pending

in California Superior Court, County of Alameda.g. Complaint: The operative Third Amended Complaint in the Action, as modified

by this Settlement.

h. Class List: The Master Class List agreed to by the Parties in good faith based off

of the list provided by Defendants on June 18, 2019. The Parties have made then- best efforts to ensure that it reflects all Class Members, their dates worked, last hourly rates of pay, and last known telephone numbers and addresses.

i. Last Hourly Rate of Pay: The last hourly rate of pay paid to a Class Member, except where the last hourly rate of pay is below the state or local minimnTn wage, in which case it will be increased to the state or local minimum wage. If a Class

Member’s last rate of pay was salaried, and not hourly, then the last salaried rate of

pay should be multiplied by 24, divided by 52, and further divided by 40, to

calculate a last hourly rate of pay.

j. Date of Preliminary Approval: The date on which the Court enters an order granting preliminary approval of the formal settlement agreement.

k. Effective Date: The date on which the judgment entered by the Court, upon final approval of the Settlement, is no longer subject to appeal and thus becomes final

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more specifically: (a) the date of final affirmance of an appeal of the judgment; (h) the date of final dismissal with prejudice of the last pending appeal fi-om the

judgment; or (c) if no appeal is filed, the expiration date of the time for the filing

of or noticing of any form of valid appeal from the judgment (i.e., sixty (60) calendar days after the entry of judgment, pursuant to California Rule of Court 8.104 and California Code of Civil Procedure section 904.1).

2. NATURE OF THE CASE AND THE PARTIES’ SETTLEMENTa. Defendants own and operate several Burmese restaurants in Alameda County and

San Francisco County operating under the fictitious business names Burma

Superstar San Francisco, Burma Superstar Oakland, Burma Superstar Alameda, Burma Love, and B Star.

b. Plaintiffs brought this Action on behalf of themselves and all similarly-situated

non-exempt kitchen staff, including but not limited to food preparers, cooks, busboys, and dishwashers employed in California by any Defendant at any time

from September 8, 2012 through March 28, 2019.c. The operative Complaint alleges various violations of California labor law.

including failure to pay minimum wage, failure to pay agreed-upon or statutory

wages, failiue to pay overtime wages, failure to pay spht shift premium, failure to

provide meal periods, failure to authorize and permit rest periods, waiting time

penalties, failure to pay accrued vacation time, failure to provide accurate wage

statements, failure to maintain accurate payroll records, and failure to pay sick

leave. The Complaint also seeks restitution under the California Unfair Competition Law (UCL) and penalties under the Private Attorneys General Act of

2004 (PAGA). In addition, the Complaint alleges a cause of action for unlawful retaliation, based on the elimination of tips and reduction of paid holidays and paid

vacation after this Action was filed.

d. Plaintiffs filed this Action on September 8, 2016 in Alameda Cormty Superior Court. Plaintiffs filed a First Amended Complaint on October 19, 2016, a Second

Amended Complaint on December 2, 2016, and the Third Amended Complaint Jxme 6, 2017.

on

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e. On May 31, 2018, the Parties engaged in a foil-day private mediation with Jeffrey

A. Ross, which did not resolve Plaintiffs’ claims. Over the next ten months, the

Parties continued to engage in active and productive negotiations, facilitated by Mr. Ross. The parties met again in a second foil-day mediation session on March 28,2019, which led to the execution of a Memorandum of Understanding containing

the material terms of the Parties’ settlement. The complete terms of that Memorandum of Understanding are set forth in this Stipulation and SettlementAgreement.

f. Based on their own independent investigation and evaluation, the Parties believe

that this Settlement is fair, reasonable, and adequate and is in the best interest of

the Class in light of all known facts and circumstances, including the risks of

significant delay, denial of a motion for class certification, decertification, defenses

asserted, and potential appellate issues.3. TERMS OF SETTLEMENT

Purpose of the Parties. The Parties agree that the Action be settled on the terms

described herein as between the Class Members (except for those who timely and validly opt out as provided below) and Defendants, subject to the approval of the Court.

Court Approval. The Parties agree that the terms and conditions of this Stipulation

and Settlement Agreement are contingent upon the following: (1) the Court’s certification of the

Class and Subclasses for the purposes of settlement and (2) the Court’s final approval of the

Settlement.

a.

b.

Application for Preliminaiv Approval. No later than fifteen (15) calendar days after execution of this Amended Stipulation and Settlement Agreement by all Parties, Plaintiffs shall file a supplemental brief in support of their motion for preliminary approval of the Amended

Settlement and provide the Court with the Amended Stipulation and Settlement Agreement, and

any other documents necessary to implement the settlement. Defendants shall have the right to

review and comment upon the supplemental motion for preliminary approval and any motion for final approval of the settlement. The Parties will agree on the form of any notices to the Class and

proposed orders and shall work in good faith to reasonably and promptly present the Amended

Settlement to the Court for preliminaiy approval. Plaintiffs will also seek to obtain from the Court, as a condition of settlement, a final order and judgment that among other things, approves the

c.

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settlement as fair, adequate, and reasonable; eertifies the Class and Subclasses; appoints Winifred

Kao and Palyn Hung Mitchell of the Asian Americans Advancing Justice - Asian Law Caucus, Jesse Newmark and Ana Henderson-Aijona of Centro Legal de la Raza, and Carole Vigne and

Katherine Fiester of Legal Aid at Work as Class Counsel; appoints Plaintiffs as class

representatives; approves appointment of RG2 Claims Administration, LLC (“RG2”) as the

Settlement Administrator; provides for notice of the settlement and related matters to be

disseminated to Class Members as specified herein or as may otherwise be ordered by the Court; and sets a date for a final approval hearings

Stipulation to Class Certification. Solely for purposes of consummation and

fulfillment of this Settlement, the Parties stipulate to the certification by the Court of the Action

a class action, and to the following Subclasses;

i. Salaried Subclass; Class Members who worked at any time between

September 8, 2012 and October 31, 2014.ii. Retaliation Claim Subclass; Class Members, except for busboys or

bussers, who worked at Burma Superstar Oakland, Burma Superstar Alameda, or Burma Love restamants and were employed before January 1, 2017 and worked after January 1, 2017.

Settlement Amount. Provided this Settlement is finally approved by the Court, and

in consideration for the release of all claims (as described more fully in Section 6, below). Defendants shall pay a gross settlement amount of $1.3 million dollars ($1,300,000) (the

“Settlement Fund”) for distribution as set forth herein. Defendants shall pay no additional sum or funds with regard to the settlement of the Action, except for the following;

i. Defendants will be separately responsible for any employer payroll taxes

required by law including the employer FICA and FUTA contributions, which shall not be paid from the Settlement F\md; and

ii. Defendants will be separately responsible to pay up to $4,000 towards the

cost of multiple distributions.There will be no reversion of the Settlement Fund to Defendants.

Other Consideration Provided. In addition to paying the amount set forth in section

e. above. Defendants agree to do the following;

i. To the extent not already restored, restore tips from the tip pool to kitchen

d.

as

e.

f

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staff in Defendants’ Burma Superstar Oakland, Burma Superstar Alameda, and Burma Love restaurants.

Provide holiday and time off benefits at levels equal to the benefits provided

in March 2016 to all Class Members currently employed by Defendants in

the Burma Superstar Oakland, Burma Superstar Alameda, and Burma Love

restaurants and who began working for Defendants prior to July 2017; Translate any handbooks and other employment policies currently in effect or for a period of two years from the Effective Date, used in Defendants’ restaurants into Burmese, Spanish, and Chinese;Provide a two (2)-hour training addressing workplace rights to staff and

management at all five restaurants, which is to be conducted while

employees are “on the clock” and by an agreed-upon third party;Use a script mutually-agreed to by the Parties when presenting any revised

meal period waivers to employees for a period of two years from the

Effective Date; and

Establish designated rest areas in each restaurant for employees to use

during break times if they so choose.Payments Included in Settlement Amount. The following payments shall be made

11.

111.

IV.

V.

VI.

g-from the Settlement Fund;

All settlement payments to all Class Members who do not opt out;The Class Members’ share of employment taxes (including any employee

FICA and SDI contributions);

Subject to Court approval, $65,000 for the California Private Attorneys

General Act (“PAGA”) payment, 75% ($48,750) of which shall be payable

to the California Labor and Workforce Development Agency, with the

remaining 25% ($16,250) payable to Class Members whether they opt out or not;

Settlement administration costs, of up to $19,000, of which $15,000 will come out of the Settlement Fund and up to an additional $4,000 will be paid

separately by Defendants;

Court-approved service award payments to the named Plaintiffs of up to

1.

11.

111.

IV.

V.

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$35,000 total;

vi. Court-approved Class Counsel’s out-of-pocket litigation expenses of

more than $30,000 and to be awarded on the basis of actual costs accrued;no

and

vii. Court-approved attorneys’ fees for Class Counsel in the amount of up to

25% of the Settlement Fund, after Class Counsel’s out-of-pocket litigation

costs are deducted.

Net Settlement Amount. Once all fees, costs, and other payments as set forth above

have been deducted from the Settlement Fund, the entire remaining amount (the “Net Settlement Amount”) shall be distributed, as set forth below, to Class Members who do not opt-out.

Individual Settlement Payments.

h.

Each Participating Class Member will be

entitled to a pro rata distribution from the Net Settlement Amoimt as set forth herein.

1.

“Participating Class Members” shall mean all Class Members except those who validly exclude

themselves from the Settlement in accordance with the requirements set forth in the Class Notice, or whose Class Notices are returned as undeliverable. “Individual Settlement Payment” shall mean

the total gross amount (subject to applicable employee payroll taxes and withholdings) each

Participating Class Member is entitled to receive from the Net Settlement Amount calculated

pmsuant to the formula below. Only Participating Class Members are eligible to receive Individual Settlement Payments. Participating Class Members shall be bound by this Settlement and any

order or judgment entered by the Court approving this Settlement. Class Members who submit timely written requests for exclusion pursuant to the Notice or whose Class Notices are returned

as imdeliverable are not Participating Class Members, and therefore are not entitled to any

Individual Settlement Payment and will not be bound by this Settlement or any order or judgment entered by the Court approving this Settlement.

Calculation of Individual Settlement Payments. Individual Settlement Payments

will be calculated and apportioned from the Net Settlement Amount in proportion to the

approximate total number of weeks worked by each Class Member and Last Hourly Rate of Pay

during the Class Period, based on Defendants’ records. The Settlement Administrator shall determine each Class Member’s final pro rata portion of the Net Settlement Fund as follows:

i. First, the Settlement Administrator shall divide the Net Settlement Amount into three separate funds to compensate 1) Class Members (“Class Fund”),

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I

2) Salaried Subclass Members (“Salaried Fund”), and 3) Retaliation Claim

Subclass Members (“Retaliation Claim Fund”), separately. Specifically, 40% of the Net Settlement Amount shall be proportioned to Class Members

in the Class Fimd, 55% of the Net Settlement Amount shall be proportioned

to the Salaried Subclass Members in the Salaried Fund, and 5% of the Net Settlement Amormt shall be proportioned to the Retaliation Claim Subclass

Members in the Retaliation Claim Fund.

ii. As to the Class Fund, the Settlement Administrator shall calculate each

Class Member’s weighted work-weeks value as follows:1. The Settlement Administrator will multiply the total number of

weeks worked during the Class Period by the Class Member, according to Defendants’ records as set forth in the Class List, by

the Class Member’s Last Hourly Rate of Pay, according to

Defendants’ records as set forth in the Class List, to determine the

total weighted work-weeks for each Class Member. The values for total numbers of weeks worked and Last Hourly Rate of Pay may be

subject to challenge, as described below.2. To compensate separated Class Members for any waiting time

penalties under Labor Code § 203, the Settlement Administrator will apply a 1.25 multiplier to each Class Member who has been

separated from his/her employment during the Class Period. The

Settlement Administrator shall determine the separated Class

Members, according to Defendants’ records as set forth in the Class

List. This determination may be subject to challenge, as described

below. The resulting amount will be the Class Member’s pro rata

Settlement Share Rate of the Class Fund.3. The Settlement Administrator will divide the Class Fund by the

aggregate Settlement Share Rate of all Class Members. The

resulting payout amount will then be multiplied by the individual Class Member’s Settlement Share Rate to determine that Class

Member’s estimated share of the Class Fund.

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iii. As to the Salaried Subclass Fund, the Settlement Administrator shall calculate each Salaried Subclass Member’s weighted work-weeks value

follows:as

1. The Settlement Administrator will multiply the total number of

weeks worked during the Salaried Subclass Period by the Salaried

Subclass Member, according to Defendants’ records as set forth in

the Class List, by the Salaried Subclass Member’s Last Hourly Rate

of Pay, according to Defendants’ records as set forth in the Class

List, to determine a total weighted work-weeks for each Salaried

Subclass Member. The values for total numbers of weeks worked

and Last Hourly Rate of Pay may be subject to challenge, as

described below. The resulting amount will be the Salaried Subclass

Member’s pro rata Settlement Share Rate of the Salaried Fund.2. The Settlement Administrator will divide the Salaried Fund by the

aggregate Settlement Share Rate of all Salaried Subclass Members. The resulting payout amount will then be multiplied by the

individual Salaried Subclass Member’s Settlement Share Rate to

determine that Salaried Subclass Member’s estimated share of the

Salaried Fund.

As to the Retaliation Claim Subclass Fund, the Settlement Administrator shall calculate each Retaliation Claim Subclass Member’s weighted work­weeks value as follows:

1. The Settlement Administrator will multiply the total number of

weeks worked during the Retaliation Claim Subclass Period by the

Retaliation Claim Subclass Member, according to Defendants’ records as set forth in the Class List, by the Retaliation Claim

Subclass Member’s Last Hoiuly Rate of Pay, according to

Defendants’ records as set forth in the Class List, to determine a total weighted work-weeks for each Retaliation Claim Subclass Member. The values for total numbers of weeks worked and Last Hourly

Rate of Pay may be subject to challenge, as described below. The

IV.

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resulting amount will be the Retaliation Claim Subclass Member’s

pro rata Settlement Share Rate of the Retaliation Claim Fund.2. The Settlement Administrator will divide the Retaliation Claim

Fund by the aggregate Settlement Share Rate of all Retaliation

Claim Subclass Members. The resulting payout amoxmt will then be

multiplied by the individual Retaliation Claim Subclass Member’s

Settlement Share Rate to determine that Retaliation Claim Subclass

Member’s estimated share of the Retaliation Claim Fund.V. The Settlement Administrator will then add up the individual Class

Member’s estimated share of the Class Fund, the Salaried Subclass

Member’s estimated share of the Salaried Fund, and the Retaliation Claim

Subclass Member’s estimated share of the Retaliation Claim Fund, for total pro rata share of the Net Settlement Amount. Should the pro rata

share be less than $100.00, the estimated share of the Class Member shall be increased to total $100.00. This amoirnt shall constitute the Class

Member’s Final Estimated Settlement Share of the Net Settlement Amount and shall be included in the Notice sent to each Class Member.

vi. Further, the Settlement Administrator shall consider and finally resolve any

challenges to the information used to calculate the estimated or final amounts due to any eligible Class Member who makes such a challenge

according to Section 5(e)(ii) below.vii. After resolving any challenges and excluding the weeks worked of any

Class Member(s) who timely and validly request exclusion from the

Settlement or whose Class Notices are returned as undeliverable, the

Settlement Administrator shall determine each eligible Participating Class

Member’s “Individual Payment Amount” (his/her final pro rata portion of

the Net Settlement Amount) by repeating the steps above using the values

resulting from the challenge process.

viii. The Settlement Administrator will pay to each Participating Class Member his or her Individual Payment Amount, and shall cut and mail checks to

Class Members after Final Approval without the necessity of a formal claim

a

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being filed.

The Parties recognize and agree that the precise amounts of compensation owed in this

Action are extremely difficult to determine with any certainty for any given year, if at all, and

may be subject to different calculations and formulas. The Parties agree that the formula for allocating the Individual Settlement Payments to Participating Class Members provided herein is

reasonable and that the payments provided herein are designed to provide a fair settlement to sueh

persons, in light of the uncertainties regarding the calculation of alleged eompensation to each

Participating Class Member.

PAGA Payment. The total sum of Sixty-Five Thousand Dollars and No Cents

($65,000.00) from the Gross Settlement Amount is allocated to settle elaims brought pursuant to

the Private Attorneys General Act, California Labor Code § 2698, et seq., as approved by the

Court, which shall be distributed by the Settlement Adntinistrator to the California Labor and

Workforce Development Agency (“LWDA”) and Class Members as set forth herein (the “PAGA

Payment”). Of this amount, seventy-five percent (75% or $48,750) shall be distributed to the

LWDA. The remaining twenty-five percent (25% or $16,250) (“PAGA Fund”) shall be alloeated

to the Class and paid pro rata to Class Members. Distribution of the PAGA Fund to Class

Members shall be made regardless of whether an individual Class Member may have opted out of

this settlement. Each Class Member’s pro rata share of the PAGA Fund shall be based on the

proportion of work weeks the Class Member has worked from September 27, 2015, to March 28, 2019 (the “PAGA Period”) compared to the total aggregate number of work weeks worked by all Class Members during the PAGA Period.

Settlement Administration Costs. The reasonable eosts of settlement administration

through and beyond final approval, estimated not to exceed Fifteen Thousand Dollars and No

Cents ($ 15,000.00) (the “Administration Costs”), shall be paid from the Gross Settlement Amount. In addition. Defendants will be separately responsible to pay up to an additional $4,000 towards

the cost of multiple distrihutions. If the actual Settlement Admiiustration Costs by the Court less than the requested and approved amount, the remainder shall be included in the Net Settlement Amount and available for distribution to Participating Class Members. If actual Settlement Administration Costs exceed the above estimate, then any such additional fees and costs may be

paid from the Gross Settlement Amount only as approved by the Court.Class Representative Service Awards. Class Counsel will apply to the Court for

k.

1.

are

m.

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payment of up to Thirty-Five Thousand Dollars and No Cents ($35,000.00) to Plaintiffs from the

Settlement Amount as consideration for their service to the Class as Class Representatives and

their entry into the general release of all claims as set forth herein (the “Service Award”). This

amount shall be paid in addition to Plaintiffs’ pro rata share of the Net Settlement Amount Participating Class Members. If the Court approves less than the amount requested by Class

Counsel as a Service Award, the remainder shall be included in the Net Settlement Amount and

available for distribution to Class Members. Defendants will not object to or oppose Class

Counsel’s request for the Service Award as set forth herein.

Litigation Costs. Class Counsel will apply to the Court for payment of Class

Counsel’s litigation costs from the Settlement Amount, in an amount according to proof, but not to exceed Thirty Thousand Dollars and No Cents ($30,000.00) (the “Litigation Costs”). The

Litigation Costs may include, but is not limited to, any costs and expenses incurred by Class

Counsel in the prosecution of this Action, including filing fees, as approved by the Court, If the

Court approves less than the amount requested by Class Counsel, it shall not affect the terms of

the Parties’ settlement. Any portion of the requested Litigation Costs not approved shall be

included in the Net Settlement Amoimt and available for distribution to Class Members. Defendants will not object to or oppose Class Counsel’s request for the Litigation Costs as set forth herein. Approval of the settlement shall not be contingent upon approval of the Litigation

Costs.

as

n.

Attorneys’ Fees. Class Counsel will apply to the Court for payment of attorneys’ fees from the Settlement Amount in an amount not to exceed twenty-five percent (25%) of the

Settlement Amount, after Litigation Costs are deducted (the “Attorneys’ Fees”). If the Court approves less than the amount requested by Class Counsel, it shall not affect the terms of the

Parties’ settlement. Any portion of the requested Attorneys’ Fees not approved shall be included

in the Net Settlement Amount and available for distribution to Class Members. Defendants will not object to or oppose Class Counsel’s request for the Attorneys’ Fees as set forth herein. Approval of the settlement shall not be contingent upon approval of the Attorneys’ Fees.

Tax Treatment of Settlement Amount,

i. Tax Treatment of Net Settlement Amount.1. The Parties agree that thirty-five percent (35%) of each Individual

Settlement Payment is allocated to wages, subject to all applicable

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wage laws, including federal, state and local tax withholding and

payroll taxes, reported on IRS Form W-2. The remaining portion of

each Individual Settlement Payment shall be allocated as follows: thirty-five percent (35%) represents penalties and other non-wage

damages sought in the Action, to be reported on IRS Form 1099- MISC in Box 3 for other income; and thirty percent (30%) represents

interest to be reported on IRS Form 1099-INT. Payments allocated

to penalties, non-wage damages and interest shall not be subject to

withholding. The Settlement Administrator shall be responsible for issuing all payments and calculating and withholding any required

federal, state and local taxes.2. If after distribution, there is more than Ten Thousand Dollars and

No Cents ($10,000.00) in imclaimed funds and another distribution

occurs to Participating Class Members, the Parties agree that one

hundred percent (100%) of such distribution represents non-wage

damages. Payments allocated to non-wage damages shall not be

subject to withholding and will be reported on IRS Form 1099- MISC, as needed. The Settlement Administrator shall be responsible

for issuing all payments and calculating and withholding any

required federal, state and local taxes.

Tax Treatment of PAGA Amount. The Parties agree that payments to

Class Members from the PAGA Fund represent non-wage penalties to be

reported on a Form 1099-MISC in Box 3 for other income.Tax Treatment of Service Awards. Court-approved Service Awards will be reported on a Form 1099-MISC.Tax Treatment of Litigation Costs and Attorneys’ Fees. Class Counsel’s court-approved Litigation Costs and Attorneys’ Fees will be reported on a

Form 1099-MISC.Taxes. All payroll taxes will be computed by the Settlement Administrator based

on the amoimts actually paid to Participating Class Members allocated to wages, as set forth in

Paragraph 3(p) above. Each Party is responsible for any taxes owed by that Party on amounts paid

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IV.

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pursuant to the Settlement. “Employer Taxes” shall mean Defendants’ share of applicable payroll taxes, such as FICA and FUTA, for that portion of the Individual Settlement Payments attributed

to wages. “Employee Taxes” shall mean Participating Class Members’ share of all applicable

payroll taxes and withholdings. Defendants are solely responsible for paying all applicable

Employer Taxes arising from this Settlement. The Settlement Administrator shall timely and

properly withhold from the payments representing wages all applicable Employee Taxes. Notwithstanding the payment of Employer Taxes and withholding of Employee Taxes, each

Participating Class Member shall be responsible for paying any applicable state, local, and federal income taxes arising from any payment received pursuant to this Settlement. The Settlement Administrator shall issue all reports required by federal, state, and local tax agencies to document all payments made pursuant to this Settlement. Because the payments are intended to cover alleged

wages, non-PAGA penalties, and interest owed to Participating Class Members over a period of

employment for longer than one year, the Settlement Administrator shall make applicable

withholdings and deductions based on either an annual pay period or miscellaneous payroll period

of 365 days.

r- friability to Pay Lump Sum. Defendants provided Class Counsel with a declaration

under oath that sets forth facts relating to their inability to pay the settlement amount as a lump

sum. In addition to this declaration. Defendants also provided Class Counsel tax returns for the

past two years and a profit/loss statement for the current year on an Attorney’s Eyes Only basis. Class Counsel had the option of requesting additional reasonable documentation if needed.

Deposit of Settlement Fimds. Defendants shall deposit, in a qualified settlement account (“QSA”) created by the Settlement Administrator for disbursement as set forth below, over the course of two years until the total amount deposited into the QSA equals $1.3 million, not including the additional expenses identified in Paragraphs e(i) and e(ii), as follows:

i. $250,000, as well as the additional expenses identified in paragraph e(ii), within five (5) business days following the Effective Date;

ii. $ 150,000, within 90 days of the Effective Date;iii. $ 150,000, within 180 days of the Effective Date;iv. $ 150,000, within 270 days of the Effective Date;V. $ 150,000, within 360 days of the Effective Date;

vi. $112,500, within 450 days of the Effective Date;

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vii. $ 112,500, within 540 days of the Effective Date;viii. $112,500, within 630 days of the Effective Date; and

ix. $ 112,500, within 720 days of the Effective Date.The QSA shall be an interest-bearing escrow account created by the Settlement Administrator for the purpose of administering the payments required by this Class Settlement. Any interest generated by the account shall remain in the accovuit and be drawn upon to make the payments

required by this Class Settlement.

Acceleration Clause. If any of the installment payments outlined in paragraph 3(s) are not received by the Settlement Administrator by the deadlines set forth above. Class Counsel shall provide Defendants’ counsel with written notice of the default. If the default is not cured

within thirteen (13) business days of receipt of the written notice of default, then the Court .shall enter judgment against Defendants Burma Superstar Oakland, Inc., Bagan Incoiporated, Mya

Myanmar, Inc., Burma Superstar, Inc., East-West Holdings, and Beehive Cafe LLC for the full balance of the Settlement Amount still owed.

Deed of Tmst to Secure Deposit of Settlement Funds. The Defendants shall cause

to be executed, notarized, and delivered to Class Counsel (specifically to Asian Americans

Advancing Justice - Asian Law Caucus, at 55 Columbus Avenue, San Francisco, CA 94111) a

Deed of Trust in the form attached as Exhibit 1 for the real property located at 4721 Telegraph

Avenue, Oakland, CA, within five (5) business days following execution of the Settlement Agreement by all Parties. The Deed of Tmst shall not be recorded until the later of five (5) business

days after (i) preliminary approval or (ii) execution of a standard subordination agreement if

required by the lender. To ensure that the Deed of Tmst provides sufficient security for the

amounts set forth in subsection (s) above, Defendants covenant that they will not grant additional encumbrances prior to recordation of the Deed of Tmst. Class Counsel agrees to promptly provide

Defendants with a deed of reconveyance upon Defendants’ payment in full of the Settlement Amount, or if Preliminary or Final Approval of the settlement is not entered.

i. The Deed of Tmst shall: (a) include the names of the Parties, (b) includedescription of the real property located at 4721 Telegraph Ave., Oakland, CA, (c) specify that Asian-Americans Advancing Justice - Asian Law

Caucus retains the Power of Sale permitting them as Tmstees to engage in

a non-judicial foreclosure, (d) specify that Asian-Americans Advancing

t.

u.

a

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Justice - Asian Law Caucus retain as Trustees the assignment of rents, (e) be notarized, and (f) be properly recorded in the Alameda County

Recorder’s Office within 5 business days of the Effective Date, ii. Defendants agree not to sell, transfer, or encumber in connection with any

loan or refinancing or similar financial transaction the real property located

at 4721 Telegraph Ave., Oakland, CA, without consent of Class Counsel prior to any such transfer, for the full period required for the payments

outlined in Paragraph 3(s) above.

Distribution of Payments. Following the Effective Date, the Settlement Administrator shall distribute the payments provided by this Settlement as follows:

i. Within fifteen (15) calendar days following the payment of $250,000, as

well as the additional expenses identified in paragraphs e(i) and e(ii), within

five (5) business days following the Effective Date, the Settlement Administrator shall distribute, as approved by the Coiut, the PAGA

payment to the LWDA, the Settlement Administration Costs, and the

Service Awards.

ii. Within fifteen (15) calendar days following the payment of $150,000, within ninety (90) days following the Effective Date, the Settlement Administrator shall distribute 35% of the Individual Settlement Payments

to Participating Class Members, representing the wages of the Net Settlement Amount.

iii. Within fifteen (15) calendar days following the next two subsequent payments of $150,000, within 180 days and 270 days of the Effective Date, the Settlement Administrator shall distribute 30% of the Individual Settlement Payments to Participating Class Members, representing the

interest of the Net Settlement Amount.iv. Within fifteen (15) calendar days following the next two subsequent

payments of $150,000 and $112,500, within 360 days and 450 days of the

Effective Date, respectively, the Settlement Administrator shall distribute

35% of the Individual Settlement Payments to Participating Class Members, representing the non-wages (and non-interest) of the Net Settlement

V.

-16-

Amount, including Class Members’ PAGA share.V, Within fifteen (15) calendar days following the next payment of $112,500,

within 540 days of the Effective Date, the Settlement Administrator shall distribute Court-approved Litigation Costs (of up to $30,000), and the

remainder as Attorneys’ Fees to Class Counsel, vi. Within fifteen (15) calendar days following the next payment of $112,500,

within 630 days of the Effective Date, the Settlement Administrator shall distribute the full payment of $112,500 as Attorneys’ Fees to Class Counsel,

vii. Within fifteen (15) calendar days following the next payment of $112,500, within 720 days of the Effective Date, the Settlement Administrator shall distribute the full payment of $112,500 as Attorneys’ Fees to Class Counsel.

Distribution of Settlement Residues. Any checks issued to any Class Member shall remain valid and negotiable for ninety (90) days form the date of issuance. Checks to Class

Members that are not deposited or cashed within ninety (90) calendar days of issuance will be

void and deemed of no further force and effect. The Settlement is non-reversionary. In the event there are any such unclaimed funds intended for Class Members or other unpaid cash residues

from the Settlement Amount, including any accrued interest, they shall be deemed “Settlement Residues” and shall be treated as follows:

i. Additional Distribution to Particioating Class Members

1. If the total amount of the Settlement Residues exceeds $ 10,000, the

Settlement Residues amount shall be redistributed to Class Members

who did not opt out and who cashed their checks within the ninety

(90)-day period (the “Residues Distribution”) on a pro rata basis in

the same manner described above in paragraphs 3(j)(i-viii), Such

Residues Distribution will occur within fifteen (15) days following

the expiration of the final check issued to Class Members, approximately within 555 days of the Effective Date.

2. If a Class Member who either did not receive the Class Notice

who did not receive or cash his/her check after the initial distributions, appears before the Residues Distribution, then the

Settlement Administrator shall pay out his/her share before the

w.

or

-17-

Residues Distribution occurs. This payment shall be calculated to

approximate as best as possible, and as fimds permit, what the Class

Member should have received. Any remaining Settlement Residues

will then be part of the Residues Distribution, paid proportionately

among Participating Class Members who cashed their Settlement Checks or who are receiving payment under this section.

3. If a Class Member who either did not receive the Class Notice

who did not receive or cash his/her check after the initial distributions and the Residues Distribution, appears after the

Residues Distribution, and funds still remain, then the Settlement Administrator shall pay to the Class Member a share calculated to

approximate as best as possible, and as fimds permit, what the Class

Member should have received.

4. If more than one Class Member appears after the Residues

Distribution, and fimds still remain, then the Settlement Administrator shall pay out the remaining fimds on a pro rata basis

in relation to each other.

5. For any Residues Distribution that takes place, the Parties agree that the Residues Distribution be allocated as miscellaneous income, not subject to withholding, and will be reported on IRS Form 1099- MISC as needed.

6. Any checks not cashed within ninety (90) calendar days of the

Residues Distribution shall be deemed void, and the

imclaimed/uncashed amoimts shall be distributed equally to the

fiitemational Rescue Committee and Refugee Transitions, in

accordance with California Code of Civil Procedure section 384.Cy Pres. If the total amoimt of the Settlement Residues is less than

$10,000, the Settlement Administrator shall distribute the remaining fimds

as follows, in accordance with California Code of Civil Procedure section

384;

or

ii.

1. Fifty percent (50%) of the Settlement Residues distributed on a cy

-18-

pres basis to International Rescue Committee, Employer Identification Number 13-5660870, to fund “direct assistance for refugees and immigrants as they try to feed their families, find a safe

place to live [. . . and] improve livelihoods opportunities for long­term economic wellbeing;” and

2. Fifty percent (50%) of the Settlement Residues distributed on a. cy

pres basis to Refugee Transitions, Employer Identification Number 94-3112099, to fund services provided to “newcomer families in

becoming self-sufficient in the United States ... to help them attain

the English language, life, job, and academic skills they need to

succeed in their new communities.”No Admissions. This Agreement is made for the sole purpose of consummating the

settlement of all claims contained in the Complaint in the Action. By entering into this Agreement, none of the Parties admit the allegations or contentions of any other Party, and each Party is

entering into this Agreement for the sole purpose of resolving this matter and avoiding the time

and expense incident to protracted litigation. Nothing herein shall be deemed to waive any of

Defendants’ objeetions or defenses to class certification or any other issue relating to or arising

from the allegations set forth in the Action. Defendants deny that, for any purpose other than

settlement, the Action is appropriate for class or representative treatment. And conversely, should

the Class Settlement not be granted Preliminary or Final Approval by the Court, neither this

Settlement Agreement nor any documents referred to herein, nor any action taken to carry out this

Settlement Agreement is, or may be construed or used as, an admission by or against Plaintiffs

to the merits or lack thereof of the claims asserted or the relief sought by Plaintiffs

Parties’ Support of Settlement Approval. This settlement is contingent upon all named Plaintiffs and Defendants executing the Amended Stipulation and Settlement Agreement, and Plaintiffs not opting out. Class Counsel shall support the Settlement. Further, neither the

Parties nor their counsel shall directly or indirectly encourage Class Members to opt out of

object to the Settlement.

X.

as

y-

or

Cooperation. The Parties and their Counsel agree to cooperate with each other in

good faith and to use their best efforts to effect the implementation of this Settlement pursuant to

its terms.

z.

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4. SETTLEMENT ADMINISTRATIONAppointment of Third Party Administrator. The Parties have agreed to petition the

Court for appointment of RG2 Claims Administration LLC to administer the settlement of the

Action under the terms of this Settlement (the “Settlement Administrator”). The Settlement Administrator shall be responsible for:

i. Performing an electronic address search/check for Class Members prior to

the mailing of the Class Notice and Estimated Settlement Share Form;ii. Mailing the Class Notice and Estimated Settlement Share Form to the Class

Members as directed by the Court;

iii. Consulting with coimsel for the Parties concerning any relevant issue, including (without limitation) the estimated amounts of approximate

Individual Settlement Payments, payments from the PAGA Fund, and the

acceptance of any late or deficient requests for exclusion;iv. Keeping track of timely and valid objections, requests for exclusion, and

challenges;

V. Resolving Class Member challenges, which are presumptively deemed

valid by the Parties;

vi. Calculation of Individual Settlement Payments to each Participating Class

Member and payments from the PAGA Fund to each Class Member;vii. Providing weekly status reports to counsel for the Parties, including: (a) the

number of Class Notices and Estimated Settlement Share Forms mailed; (b) the number of objections received, if any; (iii) the number of requests for exclusion received, if any; (c) the number of challenges received, if any; and (d) the aggregate amount of Individual Settlement Payments claimed

by Participating Class Members;viii. No later than ten (10) business days before the Final Approval Hearing

preparing and serving on counsel for the Parties, for filing with the Court in

support of Plaintiffs Motion for Final Approval, a declaration of due

diligence setting forth its compliance with its obligations under this

Settlement, with regard to (a) the mailing of the Class Notice and Estimated

Settlement Share Forms, (b) attempts to locate Class Members, and (c) the

a.

-20-

number of Class Members whose Notices were returned as undeliverable

after all attempts to locate a correct address;

ix. Notifying Counsel for Defendants within three (3) business days after the

Effective Date regarding the calculated amount necessary to satisfy

payment of the Employer Taxes and providing wiring instructions for the

Deposit of Settlement Funds as approved by the Court, which shall be paid

by Defendants to the Settlement Administrator within five (5) calendar days

after the Effective Date;

X. Distributing and reporting the Individual Settlement Payments, PAGA

Payment, Administration Costs, Service Awards, Attorneys’ Fees and

Litigation Costs, and Employer Taxes, as may be ordered by the Court as otherwise necessary;

xi. Issuing an IRS Form W-2 to each Participating Class Member for the wage

portion of each Individual Settlement Payment, an IRS Form 1099-INT and

Form I099-MISC to each Participating Class Member for the interest and

penalties and non-wage portion of each Individual Settlement Payment, including payments from the PAGA Fund, respectively; an IRS Form 1099- MISC to Plaintiffs for the Service Awards; an IRS Form 1099-MISC to

Class Counsel for the Attorneys’ Fees and Litigation Costs; and an IRS

Form 1099-MISC to the Settlement Administrator for the Administration

Costs;

xii. Providing the Parties with a report itemizing the distribution of any

Residues Distributions, and remaining ftmds of the Settlement Amoimt; and,

xiii. Such other tasks as the Parties mutually agree or the Court orders the

Settlement Administrator to perform, including responding to questions

from Class Members.Additional Address Check. Prior to the mailing of the Notice Packet, the Settlement

Administrator shall perform an electronic address search/check. Notice packets that are returned

as undeliverable will be run through one additional address check and, if an updated address is

found, the Settlement Administrator will re-mail the Notice Packet.

or

b.

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Resolution of Disputes. All disputes relating to the Settlement Administrator’s

duties may be referred to the Coint, if necessary, which will have continuing jurisdiction over this

Settlement until all obligations contemplated by this Settlement have been fully carried out.5. NOTICE TO THE CLASS

Class List.

c.

Within five (5) business days after entry of an order granting

preliminary approval of the Settlement, the Parties will provide the Settlement Administrator with

a.

a copy of the Class List. The Class List will be treated as confidential by the Parties and the

Settlement Administrator and will not be disclosed, except as may be required to applicable tax

authorities, by order of the Court, or as may be necessary to carry out the reasonable steps

described in this Settlement to locate missing Class Members.

Notice of Settlement. Within ten (10) business days after entry of an order granting

preliminary approval of the Settlement, the Settlement Administrator shall mail a copy of the Class

Notice and Estimated Settlement Share Form in the form approved by the Court in its preliminary

approval order to all persons shown by Defendants’ records to be Class Members, via first class

U.S. mail, using the most current mailing address available. The Class Notice shall be in English, Burmese, and Spanish and shall fairly inform the Class Members of the general nature of this

action, the financial and other terms of this Agreement particularly significant to the Class

Members, and the general procedures and deadlines for submitting a request to be excluded from

the settlement and/or objecting to the settlement, in simple and easily imderstood language. The

Class Notice shall be individualized, identifying the Class Member by name and current mailing

address, acknowledging the total weeks worked during the Class Period, the Salaried Subclass

Period, and the Retaliation Claim Subclass Period, and last known hourly rate, describing the Class

Member’s employment status with Defendants, stating the total approximate amoimt the Class

Member is estimated to be entitled to receive as their Individual Settlement Payment under the

Settlement. Unless modified by the Court, the Class Notice and the Settlement Share Form shall read substantially as set forth in Exhibit 2 hereto.

Remailing of Notices. Any Class Notice returned to the Settlement Administrator as undelivered and bearing a forwarding address shall be re-mailed by the Settlement Administrator within three (3) business days following receipt of the returned mail. For any Class

Notice returned to the Settlement Administrator without a forwarding address, the Settlement Administrator shall first conduct a National Change of Address search as required for

b.

c.

-22-

undeliverable Notice Packets, followed by a computer/SSN and “skip trace” search to obtain

updated address, and shall promptly re-mail the Notice Packets to any newly-found address

addresses. The re-mailed Class Notice shall be identical to the original Class Notice. The time

period to submit an objection, request for exclusion or challenge shall not be extended on account of a returned or undeliverable Class Notice. The Settlement Administrator and counsel for Defendants shall undertake all reasonable efforts to locate and verify the addresses of Class

Members and to send a Class Notice to all Class Members, including reviewing undeliverable

Notices to determine whether any belong to a currently employed Class Member. If the Notice is

re-mailed, the Settlement Administrator will note for its own records and notify Parties of the date

of each such re-mailing. Any costs incurred by having the Settlement Administrator handle these

administrative tasks shall be included in the Administration Costs approved by the Court.Settlement Website & Class Member Meetings. Class Counsel will maintain

website that has links to the notice and the most important documents in the case, and the URL to

such website will be provided in the Class Notice. Class Coimsel may also hold in person meetings

open to Class Members to answer questions about the Settlement.

Class Member Rights. Class Members will not be required to submit any claim

forms to participate in the settlement or to formally opt-in. Yet Class Members will have the right to opt out of the settlement, object to the settlement, or challenge the underlying data upon which

individual distribution is based. An opt out will affect only class relief A Class Member who

opts out will still be entitled to his or her share of the PAGA award. Subject to the Court’s

approval, there shall be a sixty (60) calendar-day opt out, objection, and challenge period. Any

Class Member who does not timely and properly opt out will be deemed to have accepted the

settlement and will be issued a settlement check. Any challenges by Class Members to the

underlying data upon which individual distribution is based shall be presumptively valid, i. Procedure for Opt Outs or Objections to the Settlement.

1. The Parties agree that Plaintiffs may not opt out of the Settlement or file an objection to the Settlement, but that any other Class Member or person(s) purporting to act on behalf of Class Members who

wishes to object to the Settlement, or to be excluded from the

Settlement, must object and/or request exclusion using the following

procedures:

anor

d. a

e.

-23-

2. Opting Out Procedures:

a. The Notice shall also provide that Class Members who wish

to exclude themselves from the Settlement must deliver to

the Settlement Administrator a written statement to opt out from the Settlement Class. Such written opt out must be

postmarked no later than sixty (60) calendar days after the

date on which the Settlement Administrator mails the Notice

Packets. The Settlement Administrator shall provide the

Parties the names of individuals who timely opt out;b. Class Members who submit a timely opt out will not receive

a pro rata distribution from the Net Settlement Amount. No

opt out request will be aeeepted by the Settlement Administrator if postmarked later than sixty (60) calendar days after the date on whieh the Settlement Administrator mails the Class Notices;

c. A Class Member who opts out will still be entitled to his

her share of the PAGA award.

d. Any Class Member who fails to opt out shall automatically

be deemed a Class Member whose rights and claims with

respect to the Released Claims (as defined below) determined by the Court’s Final Approval Order, and by the

other rulings in the Action and said class member’s rights to

pursue any Released Claims will be extinguished;3. Obj ection Procedures:

a. The Class Notice shall provide that any Class Member(s) and person(s) purporting to act on behalf of any Class

Member(s) who wish to object to the Settlement may submit a written statement objecting to the Settlement to the

Settlement Administrator no later than sixty (60) calendar days after the date on which the Settlement Administrator mailed the Class Notice. The Settlement

or

are

-24-

Administrator will share all submitted objections with the

Parties, and Class Counsel will file a single packet with all objections with the Court;

b. Notwithstanding the above, any Class Member, or person

purporting to object on behalf of any Class Member, may

appear before the Court to object to the Settlement at the

Final Approval Hearing, regardless of whether he/she has

filed or delivered a written notice of objection;c. Absent good cause found by the Court, a Class Member who

fails to file and serve a written objection or appear at the

Final Approval Hearing in the manner specified above shall be deemed to have waived any objections and shall be

foreclosed from making any objection to the Settlement, whether by appeal or otherwise;

4. If a Class Member timely submits both an opt out request and

objection, the Class Member shall be deemed to have submitted only

a valid objection, and the opt out shall be deemed null and void. Procedure for Challenges. If a Class Member disputes the dates of

employment, total number of weeks worked, Last Hourly Rate of Pay, or

separation status, the Class Member may challenge by returning the

Estimated Settlement Share Form to the Settlement Administrator All challenges must be postmarked no later than sixty (60) calendar days after the date on which the Settlement Administrator mails the Class Notices. The

Settlement Administrator shall share and review any challenge with counsel for the Parties. After conferring with them, the Settlement Administrator

shall make the determination whether the Class Member’s calculated share

should be adjusted. The Settlement Administrator’s determination shall be

final, binding, and non-appealable. The Court will not review any such

resolved challenges.

Contact with Class Members. Neither the Parties nor their coimsel or agents will contact Class Members for the purpose of attempting to influence them not to participate in this

an

11.

f

-25-

Settlement. At no time shall any of the Parties or their counsel, agents, or representatives solicit or otherwise encourage Class Members to opt out or object to the Settlement, or encourage Class

Members or any other person to appeal from the Final Approval Order. However, if contacted by

a Class Member, Class Counsel may provide information or assistance regarding any aspect of the

Settlement requested by the Class Member consistent with Class Counsel’s fiduciary duties.No Retaliation by Defendants. Defendants agree to comply with all laws

prohibiting retaliation against Class Members who participate in the Settlement.6. RELEASES

g-

Release by the Settlement Class. All Class Members who do not opt out shall release all claims pled or that could have been pled based upon the same set of facts as those set forth in the operative Complaint, arising out of services to Defendants during the period(s) covered

by the Settlement, including claims for wages, lost benefits, penalties, declaratory and injunctive

relief, attorneys’ fees, and/or costs. This settlement is expressly conditioned upon the release of

any claim under the PAGA and upon covenants by all Class Members who do not opt out that they

will not participate in any proceeding seeking PAGA penalties against Defendants in any separate

or subsequent action or proceeding related to the same time period(s). These releases shall include

Defendants and all of their parents, subsidiaries, and affiliated companies and entities, including

all of their officers, directors, employees, partners, shareholders, investors, and agents, and any

entities or partnerships with which they are affiliated (“Released Parties”).

Additional General Release by the Named Plaintiffs. As of the Effective Date, and

for the duration of the Class Period, the Named Plaintiffs (on their own behalf and on behalf of

their spouses, heirs, executors, administrators, and assigns) knowingly and voluntarily release and

forever discharge the Released Parties from any and all claims, known and unknown, asserted and

unasserted, that they have or may have had against Defendants or any of the Released Parties. Such

claims include, but are not limited to: breach of contract, whether written, oral or implied; violations of any public policy; tort claims, including but not limited to intentional infliction of

emotional distress and negligent infliction of emotional distress, defamation, misrepresentation, and fraud; retaliation claims; common law claims; any other claims for damages, costs, fees, or other expenses, including attorneys’ fees; and any violations of the following statutes, laws, and

regulations; the California Labor Code; the Private Attorneys General Act of 2004 - California

Labor Code § 2698, etseq.-, the California Whistleblower Protection Law - California Labor Code

a.

b.

-26-

§ 1102-5(a) to (c); the California Fair Employment and Housing Act - Cal. Government Code §

12900, et seq.; the California Family Rights Act - Cal. Government. Code § 12945.2, et seq.; the

California Unmh Civil Rights Act - Civil Code § 51, et seq.; the Fair Labor Standards Act; Title

VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981

through 1988 of Title 42 of the United States Code, as amended; The Americans with Disabilities

Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; the

Older Workers Benefit Protection Act; and any other federal, state, or local civil employment law, statute, regulation, or ordinance capable of being released by Plaintiffs, excluding any claims that cannot be waived or released as a matter of law (“Released Claims”)-

California Civil Code section 1542. To effect a full and complete general release

described above. Named Plaintiffs expressly waive and relinquish all rights and benefits of

California Civil Code section 1542 for the Released Claims, and do so understanding and

acknowledging the significance and consequence of specifically waiving rights under Civil Code

section 1542, which states as follows:

A general release does not extend to claims that the creditor 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.

Thus, notwithstanding the provisions of Civil Code section 1542, and to implement a full and

complete release and discharge, Plaintiffs expressly acknowledge this Settlement is intended to

include in its effect, without limitation, all known and unknown claims, including any claims that they do not know or suspect to exist in their favor against the Released Parties at the time of

signing this Settlement, and that this Settlement contemplates the extinguishment of any such

claim or claims. Plaintiffs acknowledge they may later discover facts different from or in addition

to those they now know or believe to be tme regarding the matters released or described in this

Settlement, and nonetheless agree that the releases and agreements contained in this Settlement shall remain fully effective in all respects notwithstanding any later discovery of any different or

additional facts.*

c. as

or

1 Paragraphs 6(b) and (c) are subject to the separate settlement agreement reached between Defendants and Plaintiff Ma resolving his pending individual retaliation claim before the California Labor Commissioner’s Office, State Case

-27-

Defendants’ Warranty to Named Plaintiffs. Defendants warrant and represent that they have not engaged and will not engage in any unfair immigration-related practices against Named Plaintiffs, including but not limited to those practices enumerated in California Labor Code

sections 1019 and 244(b).

7. JUDICIAL APPROVALSDuties of Parties Prior to Preliminary Approval. Coimsel for the Parties shall

jointly request a hearing before the Court to seek preliminary approval of the Settlement on the

earliest practical date following execution of this Settlement and file a preliminary approval motion

within 45 days of execution of this Settlement. In conjunction with such hearing, the Parties will provide the Court with this Settlement Agreement, and any other documents necessary to

implement the Settlement. Simultaneously with the filing of this Settlement Agreement, and solely

for purposes of this Settlement, Coimsel for the Parties will request that the Court enter a

Preliminary Approval Order for the purpose of:

Preliminarily approving the proposed Settlement, adjudging the terms to be

fair, reasonable and adequate;

Provisionally certifying the Class and subclasses and approving the Class

and Release Periods for settlement purposes only;Appointing RG2 Settlement Administration as Settlement Administrator; Preliminarily approving Plaintiffs William Navarette, Mong Tsai Ma, and

Juan Puentes to serve as Class Representatives;

Preliminarily approving Winifi-ed Kao and Palyn Hung Mitchell of the

Asian Americans Advancing Justice - Asian Law Caucus, Jesse Newmark

and Ana Henderson-Aijona of Centro Legal de la Raza, and Carole Vigne

and Katherine Fiester of Legal Aid at Work to serve as Class Counsel; Ordering Notice of the Settlement and related matters to be disseminated to

Class Members as specified herein or as may otherwise by ordered by the

Court, provided that such order is also acceptable to the Parties and

consistent with the terms of this Settlement; and

Scheduling a Final Approval Hearing.

d.

a.

1.

11.

111.

IV.

V.

VI.

Vll.

No. 44702-SACRCI: Ma v. Burma Superstar Oakland, Inc., which the parties confirmed in a Memorandum of Understanding dated March 28, 2019.

-28-

b. Duties of Parties Following Preliminary Approval. Following preliminaryapproval, notice to the Class and an opportunity for objections, opt outs, and challenges, a FinalApproval Hearing shall be held on a date set by the Court. In connection with the Final Approval Hearing, the Parties shall file such papers with the Court as either their counsel or the Court may

determine to be necessary. Class Counsel shall file proof of notice to the Class before the Final Approval Hearing and will submit a proposed Final Approval Order and Judgment for review by

the Court for the purpose of:

i. Approving the Settlement, adjudging the terms to be fair, reasonable and

adequate, and directing consummation of its terms and provisions;ii. Approving Class Counsel’s application for Attorneys’ Fees and Litigation

Costs, the Service Award, the PAGA Payment, and Administration Costs

as set forth herein; and

iii. Entering a Final Approval Order and Judgment as final disposition of the

Action in its entirety, intended to be immediately appealable. Upon entry

of the Final Approval Order and Judgment, each and every Participating

Class Member shall be deemed to have conclusively released and forever discharged the Released Parties for any and all Released Claims, and shall be permanently barred and enjoined from the institution or prosecution of

any and all Released Claims against the Released Parties, except as to such

rights or claims as may be created by the Settlement. It is expressly agreed

by the Parties that the Court will retain jurisdiction over the Action only: (i) to enforce the terms of this Settlement; (ii) address any settlement administration matters that may arise; and (iii) address such post-Judgment matters as may be appropriate under the Court’s rules or applicable law.

Rights to Rescission.

i. Defendants’ Rights to Rescission. If 5% or more of Class Members elect to opt-out, Defendants shall have the right, in their sole discretion, to rescind

and void the settlement by providing written notiee to Class Coimsel at least five (5) business days prior to the final approval hearing, provided that the

Settlement Administrator has furnished Defendants with the number and

pereentage of opt outs.

c.

-29-

ii. Plaintiffs’ Rights to Rescission. In the event that the total number of

workweeks for all Class Members exceeds by more than ten (10) percent the number of workweeks provided by Defendants in the Class List, then

Plaintiffs shall have the right, in their sole discretion, to rescind and void

the settlement by written notice to defense counsel no later than fifteen

(15) calendar days after Defendants provide the Class List to the

Settlement Administrator.8. MISCELLANEOUS PROVISIONS

Voluntary Nature. The Parties acknowledge they have entered into this Settlement voluntarily, on the basis of their own judgment and without coercion, duress, or undue influence

of any Party, and not in reliance on any promises, representations, or statements made by the other Parties other than those contained in this Settlement Agreement. Each of the Parties hereto

expressly waives any right he/they might ever have to claim that this Settlement was in any way

induced by fraud.

a.

No Publicity. Class Counsel agree not to make public statements, including

statements to the press, about this case or settlement except as mutually agreed in good faith. This

provision does not prohibit counsel for Defendants or coimsel for Plaintiffs from providing factual information in response to direct inquiries. Between the filing of a motion for preliminary approval and final approval by the Court, Plaintiffs agree not to publicize the settlement, and if contacted

by the media, they will not comment but will instead refer such media to Class Counsel. Plaintiffs’ obligations vmder this paragraph will cease upon final approval of the settlement.

Construction. The Parties agree that the Settlement is the result of lengthy, intensive arms-length negotiations between the Parties and that this Settlement Agreement shall not be construed in favor of or against any Party by reason of the extent to which that Party has

participated in the drafting of this Settlement Agreement.

Modifications. This Settlement Agreement may not be changed, altered, or modified, except in writing and signed by the Parties hereto as approved by the Court. This

Settlement Agreement may not be discharged except by performance in accordance with its terms

or by a writing signed by the Parties hereto as approved by the Court.Integration. This Settlement Agreement and its Exhibits constitute the entire

Settlement of the Parties with respect to the matters discussed herein, and no oral or written

b.

c.

d.

e.

-30-

representations, warranties, or inducements have been made to any Party concerning this

Settlement Agreement and/or its Exhibits other than the representations, warranties, and covenants

contained and memorialized in such documents. All prior or contemporaneous negotiations, agreements, understandings, and representations, whether written or oral, are expressly superseded

hereby and are of no further force and effect. Each of the Parties acknowledges that it has not relied on any promise, representation, or warranty, express or implied, not contained in this

Settlement Agreement.f Governing Law. This Settlement is made and entered into under the laws of the

State of California, and shall be interpreted, applied and enforced under those laws, without regard

to choice of law principles.

g. Informed Consent. Prior to execution of this Settlement Agreement, each Party has

been given the opportunity to, and have, consulted with independent counsel of their choosing and

to have such independent cormsel advise as to the meaning of this Settlement and its legal effect.No Prior Assigmnents. This Settlement Agreement shall be binding upon and inure

to the benefit of the Parties hereto and their respective heirs, trustees, executors, administrators

and successors. The Parties hereto represent, covenant, and warrant they have not directly

indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any

person or entity any portion of any liability, claim, demand, action, cause of action or rights herein

released and discharged except as set forth herein.

Authority. The signatories hereby represent that they are fully authorized to enter into this Settlement Agreement and to bind the Parties hereto to the terms and conditions hereof

Execution. This Settlement Agreement may be executed in one or more

counterparts, each of which shall be an original, provided that counsel for the Parties shall exchange among themselves original signed counterparts.

Signatories. The Parties agree that, because the Class Members are numerous, it is

impossible or impractical to have each Class Member execute this Settlement Agreement. Therefore, the Notice Packet will inform all Class Members of the binding nature of the releases

contained in this Settlement Agreement, which shall have the same force and effect as if this

Settlement were executed by each Class Member.

h.

or

1.

J-

k.

///

-31-

IN WITNESS WHEREOF: the undersigned have duly executed flus Settlement as of the

date forth below:NAMED PLAINTIFFS

Dated: OctobeiQ^ 2019William Navanete

October^^,

Dated: October^^2019

Dated; 2019Mon^^sai

Jbatr' ^es

APPROVED AS TO FORM BY:

CLASS COUNSELASIAN AMERICAN^^VANCING JUSTICE - AS1A5/iaWCAU(

Dated; October

lifirMKao

Dated: October iS 2019 CENTRC? LEGAL DE LA RAZA

Je^seNewmarky

Dated: October^:, 2019 LEGAL AID AT WORK

Caj^e Vigne u Attorneys for Plamti

DEFENDANTS

Dated: October .2019Desmond Tan aka Desmond Htunlin

Dated; October_,2019Joycelyn Lee

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IN WITNESS WHEREOF: the undersigned have duly executed this Settlement as of the

date set forth below;NAMED PLAINTIFFS

2019Dated: OctoberWilliam Navarrete

Dated; October_,2019Mong Tsai Ma

Dated: October ,2019Juan Fuentes

APPROVED AS TO FORM BY:

CLASS COUNSELASIAN AMERICANS ADVANCING JUSTICE - ASIAN LAW CAUCUS

Dated: October ,2019

Winifred Kao

CENTRO LEGAL DE LA RAZADated: October_,2019

Jesse Newmark

LEGAL AID AT WORKDated: October_,2019

Carole Vigne Attorneys for Plaintiffs

DEFENDANTS

Dated: October_, 2019Desmond Tan aka Desmond Htunlin

Dated: October^ 2019J oycelynLc^^

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Bunna Superstar Oakland, Inc.Dated: October 2019

By:

Bagau IncorporatedDated: October_,2019

By;

Dated; October^2019 East-West Holdings

By:

Mya Myanmar, Inc,Dated: October_,2019

By:

Dated: October^ 2019 Beebive Cafe LLC

>Bv: Lee

Burma Super Star, Inc.2019Dated: October

By:

APPROVED AS TO FORM BY:

DEFENDANTS’ COUNSEL DAVIS WRIGHT TREMAINE, LLPDated: October_,2019

Jeffrey S. Bosley Attorneys for Defendants

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IM WITNESS WHEREOF; the undersigned have duly exeeuted this Scttlcineiit as of the

date set forth below:NAMED PLAINTIFFS

Dated: October ,2019William Nav^uTele

Dated: October .2019Mong Tsai Ma

Dated; October .2019Juan Puentes

APPROVED AS TO FORM BY;

CLASS COUNSELASIAN AMERICANS ADVANCING JUSTICE - ASIAN LAW CAUCUS

Dated: October__2019

Winifred Kao

Dated: October ,2019 CENTRO LEGAL DE LA RAZA

.lesse Ncvvmark

LEGAL AID AT WORKDated; October ,2019

Carole Vigric Attorneys for Plaintiffs

DEFENDANXSS-.—

(2{mDated: OctoberDesmom] Taa aka Desmond Htunlin

Dated; October .2019Joycelyn Lee

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Dated: October^ . 2019

Dated: Octuber^"^, 2019 Bagatt IncuiiKw^fttet

By:

Dated: October ,2019 Bast-West lioldings

Bv:

Dated: October^"^, 2019 Mya M'.jumasr

By:

Dated: October , 2019 DeeJiive Cafe LLC

By:

Bunna Super<2019Dated: October

-vBy:

APPROVED AS TO FORM BY:

DIFEISDANTS* COUNSEL DAVIS WRKJHT TR*"MAINH, LLPDated: October 2J. 2019

<

Jeffrey S. Bosley Attorneys for Defendants

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