In the United States District Court for the Northern District of Illinois

Case: 1:19-cv-07012 Document #: 60 Filed: 10/26/20 Page 1 of 23 PageID #:401

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

KATHERINE MARTINEZ, individually and behalf of all others similarly situated,

Plaintiff, Case No. 1:19-cv-07012

v. Honorable Sara L. Ellis

NANDO’S RESTAURANT GROUP, INC.,

Defendant.

MEMORANDUM IN SUPPORT OF PLAINTIFF’S UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

David Fish ([email protected]) Mara A. Baltabols ([email protected]) THE FISH LAW FIRM, P.C. 200 East Fifth Avenue, Suite 123 Naperville, Illinois 60563 Tel: 630.355.7590 [email protected]

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I. INTRODUCTION

Plaintiff Katherine Martinez (“Plaintiff” or “Class Representative”) is a former employee

of Defendant Nando’s Restaurant Group, Inc. (“Nando’s” or “Defendant”). In this Action, the

Class Representative alleges that Defendant violated the Biometric Information Privacy Act

(“BIPA”) by collecting, possessing, and disclosing its Illinois employees’ biometric data through

a fingertip scanning feature of a point of sale device without following BIPA’s written disclosure

and consent requirements. Through a settlement conference with the Honorable Jeffrey Cole, the

Parties reached a gross settlement sum of $1,000 per class member which amounts to $1,787,000

for the entire Class. (Settlement Agreement, Exhibit 1.) Not a single class member has objected

to the settlement and only one timely opt out was received.

On June 22, 2020, the Court granted preliminarily approval of the Parties’ Settlement and

directed the Parties to send out notice to see if any class members objected to the Settlement and

scheduled a final approval hearing for October 28, 2020. (ECF 43.) The Parties promptly sent out

notice to the 1,427 class members in the original Class List. (Declaration of Caroline Barazish,

Analytics, LLC (“Decl.”), Exhibit 3 ¶ 7). After preliminary approval, Defendant discovered that

due to an archiving issue in its payroll system, Defendant had inadvertently omitted 372

individuals from the Class List. Defendant supplemented with information for 372 individuals who

were inadvertently omitted. On September 4, 2020, the Parties filed a Joint Motion and Stipulation

to extend the notice period for the inadvertently omitted class members. (ECF 46.) On September

9, 2020, the Court entered the Parties’ Stipulation and Agreed Order. (ECF 49.) Pursuant to the

Settlement Agreement and Stipulation, the Class List was amended to include the inadvertently

omitted class members. After comparing the list, the Settlement Administrator located 11 duplicate

addresses and 2 insufficient addresses, so the resulting supplemental list was 360 additional class

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members. (Decl., Exhibit 3 ¶¶ 11-12). Notice was promptly sent to these additional class members and they were provided the full 42-day notice and objection period. Pursuant to the Stipulation and

Agreed Order, the Maximum Gross Settlement Amount was amended to reflect 1,787 individuals in the Settlement Class. The Maximum Gross Settlement Amount in the Parties’ Settlement

Agreement increased by $360,000 from $1,427,000 to $1,787,000.1 ECF 46 & 49.

The Settlement here comes at a particularly difficult time—as a result of the COVID-19

Pandemic, many in the restaurant business are out of work and the payments will hopefully provide class members with needed assistance. As this Settlement represents exceptional relief for the

Class, the Court should enter the Parties’ proposed final approval order attached as Exhibit 2.

II. TERMS OF THE SETTLEMENT AGREEMENT

The terms of the Settlement are set forth in Exhibit 1 and discussed in Plaintiff’s Motion for and Memorandum in Support of Preliminary Approval of Class Action Settlement (ECF 40,

41), and Joint Motion for Order Upon Stipulation Regarding Inadvertently Omitted class members

(ECF 46) and are briefly summarized here:

A. Class Definition: In the Preliminary Approval Order, the Court certified a Settlement

Class of “All individuals who worked at a Nando’s restaurant in Illinois and who enrolled in the fingertip scanning feature of the Point of Sale device at any Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019.” (ECF 43, Preliminary Approval Order ¶ 4.) See also,

Exhibit 1, Settlement, § 1.32.

1 The Settlement Agreement provides for a gross settlement sum of $1,000 per Class Member. Therefore, the $360,000 increase to the Maximum Gross Settlement Amount represents an increase of $1,000 per additional inadvertently omitted class member. The additional amount of $360,000 representing 360 additional class members was specifically added to the Second Distribution (second set of checks mailed to the Settlement Class 18 months after the First Distribution). Due to Defendant’s financial condition it made sense to add these additional amounts to the Second Distribution.

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B. Monetary Relief: Each member of the Settlement Class will receive monetary relief.

Defendant has established a Maximum Gross Settlement Fund Amount consisting of $1,000 per class member, which amounts to $1,787,000 based on the 1,787 members of the Settlement Class.

Those funds will be distributed pro rata after payment of notice, administrative expenses, and any attorneys’ fees and incentive award approved by the Court. (Settlement §§ 1.17, 2.1, 2.4.) Should the Court grant final approval, each class member can expect to receive two checks sent 18 months apart that total approximately $652.2 Significantly, no class member must submit a claim form to receive payment--checks are automatically being mailed to them.

Pursuant to the Settlement Agreement, the Maximum Gross Settlement Fund of $1,787,000 will be paid in two distributions 18 months apart. In consideration of Defendant’s financial situation in general and with COVID-19 in particular (the Defendant’s financials were exchanged and Class Counsel interviewed the Defendant’s Chief Financial Officers to verify the financial condition), achieving this monetary award required that Defendant’s payment be spread out over more than one accounting period. The First Distribution is the gross amount of $1,350,000 and the

Second Distribution is $437,000 distributed to class members 18 months later on a pro rata basis.

(Settlement §2.1.d & §2.4.d).3

2 Now that notice has been completed and the objection/exclusion deadline has closed, administration costs have been finalized at $16,385.30. If the Court approves all of the pending motions, payments to Class Members will be $652.79: the fund amount of $1,787,000, less Plaintiff’s requested fees of $595,666.67, less Plaintiff’s requested costs of $902.47, less administration costs of $16,385.30, and less a service award of $7,500.00, is $652.79. That amount will be divided equally among the 1,787 Settlement Class Members. 3 Pursuant to the September 9th order and stipulation, Section 2.1(d) of the Settlement Agreement was amended to reflect that within eighteen months of the Effective Date, Defendant shall pay into the Qualified Settlement Fund the amount of Four Hundred Forty Nine Thousand Dollars and No Cents ($449,000.00). After the Settlement Administrator compared duplicate addresses, the number of inadvertently omitted class members was reduced to 360. As a result, the second distribution was increased from $77,000 to $437,000 account for the 360 inadvertently omitted class members and result in a Maximum Gross Settlement Fund of $1,787,000, constituting $1,000.00 per class member.

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C. Attorneys’ Fees and Service Award:

Defendant has agreed to pay reasonable attorneys’ fees in an amount determined by this

Court, to be paid from the Settlement Fund. (Id. §§ 2.1(a), 8.1). Plaintiff’s counsel voluntarily agreed to limit this request to one-third of the Settlement Fund which is less than its 40% fee agreement with the Named Plaintiff. (Id.) Defendant has also agreed to pay Plaintiff an incentive award from the Fund in the amount of $7,500, subject to Court approval, in recognition of her efforts in serving as Class Representative. (Settlement § 8.3.)

III. THE CLASS NOTICE FULLY SATISFIED DUE PROCESS

Prior to granting final approval to this Settlement, the Court must consider whether the class members received “the best notice that is practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort.” Fed. R. Civ. P.

23(c)(2)(B); accord Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 173 (1974); Schulte v. Fifth Third

Bank, 805 F. Supp. 2d 560, 595 (N.D. Ill. 2011) (“Schulte I”). The “best notice practicable” does not necessarily require receipt of actual notice by all class members in order to comport with both

Rule 23 and the requirements of due process.4

The Court-approved Notice Plan here directly reached nearly 90% percentage of the class members. The Notice Plan called for direct notice to all members of the Settlement Class via U.S.

Mail, and email and/or text where contact information was available. (Settlement § 4.1.) Pursuant to the Notice Plan, Nando’s provided Class Counsel and Settlement Administrator Analytics, LLC with a list of the members of the Settlement Class, the mailing address, and their email addresses and phone numbers (to the extent available). (Decl. ¶ 5, 9.) The Settlement Administrator then sent

4 In general, a notice plan that reaches at least 70% of class members is considered reasonable. See Federal Judicial Center, Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide at 3 (2010), available at www.fjc.gov/sites/default/files/2012/NotCheck.pdf.

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the Court-approved direct notice to every single class member to the address provided by

Defendant. Overall, out of 1,787 class members, Class Notice was successfully delivered by mail, text or email to 1,604 class members. (Id. ¶ 13.) Only 183 class members or 10.24% of class members did not receive notice. (Id.)

IV. THE SETTLEMENT WARRANTS FINAL APPROVAL

Federal Rule of Civil Procedure 23(e) governs court approval of class action settlements and mandates that “claims, issues, or defenses of a certified class…may be settled…only with the court’s approval . . . after a hearing and only on finding that it is fair, reasonable, and adequate[.]”

Fed. R. Civ. P. 23(e); Am. Int’l Grp., Inc. v. ACE INA Holdings, Inc., No. 07 CV 2898, 2012 WL

651727, at *1 (N.D. Ill. Feb. 28 2012); Uhl, 309 F.3d at 986. Rule 23(e)(2) sets out that a court must consider whether (1) the class representative and class counsel have adequately represented the class; (2) the settlement was negotiated at arm’s length; (3) the settlement treats class members equitably relative to each other; and (4) the relief provided for the class is adequate. Fed. R. Civ.

P. 23(e)(2) (eff. Dec. 1, 2018); see, e.g., Snyder v. Ocwen Loan Servicing, LLC, No. 14 c 8461,

2019 WL 2103379, at *4 (N.D. Ill. May 14, 2019).

As the Advisory Committee for the 2018 amendments to Rule 23 recognized that “each circuit has developed its own vocabulary for expressing these concerns[,]” the Court should also take into account the factors set out by the Seventh Circuit. These factors are: “(1) the strength of the case for plaintiffs on the merits, balanced against the extent of settlement offer; (2) the complexity, length, and expense of further litigation; (3) the amount of opposition to the settlement; (4) the reaction of members of the class to the settlement; (5) the opinion of competent counsel; and (6) stage of the proceedings and the amount of discovery completed.” Wong v.

Accretive Health, Inc., 773 F.3d 859, 863 (7th Cir. 2014); accord Synfuel Techs., Inc. v. DHL

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Express (USA), Inc., 463 F.3d 646, 653 (7th Cir. 2006). Courts in the Seventh Circuit continue to analyze these factors in tandem with the Rule 23(e)(2) factors to ensure that a settlement is fair, reasonable, and adequate. See, e.g., In re NCAA Student-Athlete Concussion Injury Litig., 332

F.R.D. 202, 217 (N.D. Ill. 2019); Charvat v. Valente, No. 12-CV-05746, 2019 WL 5576932, at *5

(N.D. Ill. Oct. 28, 2019); Hale v. State Farm Mut. Auto. Ins. Co., No. 12- 0660-DRH, 2018 WL

6606079, at *2 (S.D. Ill. Dec. 16, 2018). The following discussion of the factors set out in Rule

23(e)(2) and their corresponding factors set out by the Seventh Circuit demonstrates that the

Settlement is fair, reasonable, adequate, and deserving of final approval.

A. Class Representative and Class Counsel have Adequately Represented the Class

The first Rule 23(e)(2) factor, whether the class representative and class counsel have adequately represented the class, focuses on class counsel’s and the class representative’s performance as it relates to the “conduct of the litigation and of the negotiations leading up to the proposed settlement.” Fed. R. Civ. P. 23(e), Advisory Committee’s Note to 2018 Amendment.

This factor is generally satisfied where the named plaintiff participated in the case diligently, and class counsel fought vigorously in the litigation. Snyder, 2018 WL 4659274, at *3. In considering this factor, courts are to examine whether the plaintiff and class counsel had adequate information to negotiate a class-wide settlement, taking into account the nature and amount of discovery completed, whether formally or informally. Id. at *4; see also In re AT & T Mobility Wireless Data

Servs. Sales Tax Litig., 789 F. Supp. 2d 935, 966 (N.D. Ill. 2011) (St. Eve, J.) (approving settlement where the parties had not conducted any formal discovery but engaged in considerable informal discovery). This inquiry is coextensive with the Seventh Circuit’s direction to consider the “stage of the proceedings and the amount of discovery completed.” See Wong, 773 F.3d at 863.

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The knowledge and negotiating position, vigor, participation, and conduct of the Class

Representative and Class Counsel have not changed since this Court granted preliminary approval.

(ECF 43.) Plaintiff’s interests have remained aligned with the Class through the Notice Process and preparation for Final Approval. Without the Class Representative Ms. Martinez stepping up to represent the class and taking on these tasks as the lead plaintiff the relief secured for the

Settlement Class likely wouldn’t have been possible. Given her efforts and aligned interest with the class, there can be no doubt that Ms. Martinez has only acted in the best interest of the

Settlement Class and has adequately represented them.

Likewise, Class Counsel worked vigorously to protect the interests of the Class and ensure that the Class was represented beyond the simple “adequate measure.” First, the considerable amount of investigation and informal discovery completed by Plaintiff’s counsel ensured that they had adequate information to assess the strength of the case and engage in settlement discussions and Class Counsel has done so since the outset of the case. This combination of investigation and informal discovery has amounted to a clarity of issues in the case that is sufficient for the Parties to assess their negotiating positions (based upon the litigation to date, the anticipated outcomes of fact and expert discovery, and additional motion practice) and evaluate the appropriateness of any proposed resolutions.

It bears mention that the relief here is at the high-end of the range of Defendant’s ability to pay under its current financial condition. Throughout informal discovery, Defendant produced financial information and allowed its Chief Financial Officers to be interviewed by Plaintiff’s counsel regarding the financial information that had been exchanged. The fact that the Class will not take a substantial discount by virtue of an early resolution also weighs in favor of approval.

See Gehrich v. Chase Bank USA, N.A., 316 F.R.D. 215, 230 (N.D. Ill. 2016) (“[E]xtensive formal

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discovery would entail substantial cost and might not have placed the parties in a materially better position than they are now to determine an appropriate settlement value.”). Therefore, the

Settlement unequivocally meets this 23(e)(2)(C) requirement. Class Counsel spent additional time and effort following preliminary approval to complete an agreement and stipulation that identified the 360 inadvertently omitted class members. As a result, the Maximum Gross Settlement Fund increased $1,000 per class member who had been inadvertently omitted.

B. The Settlement Is the Product of Arm’s-Length, Non-Collusive Negotiations

For the requirements of the second factor in Rule 23(e)(2), a proposed settlement is fair and reasonable when it is the result of arm’s-length negotiations. See Wong, 773 F.3d at 864. As set out earlier, the Parties reached agreement on the terms of this Settlement through a settlement conference with Honorable Jeffrey Cole. Judge Cole was kind enough to offer the following comments about Class Counsel (and defense counsel) in this case: “I would be remiss if I did not note not only the exemplary legal work done by counsel for both parties….Without the skill and patience that everyone brought to the conference, it would not have had the successful outcome that it did.” ECF 31. In this context, the Settlement was the result of arms-length negotiations. See

Lucas v. Vee Pak, Inc., No. 12cv-09672, 2017 WL 6733688, at *12 (N.D. Ill. Dec. 20, 2017).

C. The Settlement Treats Members of Respective Settlement Classes Equally

Next, Rule 23(e)(2) requires the proposed settlement to treat class members “equitably relative to each other.” Fed. R. Civ. P. 23(e)(2)(D). Given that the Settlement Class here has nearly identical BIPA claims, the Settlement treats each of them identically. See Ortiz v. Fibreboard

Corp., 527 U.S. 815, 855 (1999) (where class members are similarly situated with similar claims, equitable treatment is “assured by straightforward pro rata distribution of the limited fund”). As the Settlement treats each member of the Settlement Class equally, this factor is well satisfied.

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D. Relief Secured for the Settlement Class Warrants Final Approval

The final and most important factor under Rule 23(e)(2) examines whether the relief provided for the class is adequate. Fed. R. Civ. P. 23(e)(2)(C). In making this determination, Rule

23 instructs courts to take into account several sub-factors, including (i) the cost, risks, and delay of trial and appeal; (ii) the effectiveness of the proposed method of distributing relief to the class; and (iii) the terms of any proposed award of attorneys’ fees, including timing of payment;. Id.5

This analysis necessarily encompasses two of the Seventh Circuit’s factors: “(1) the strength of the case for plaintiffs on the merits, balanced against the extent of settlement offer; (2) the complexity, length, and expense of further litigation.” Wong, 773 F.3d at 863. The first Seventh

Circuit factor “[is the] most important factor relevant to the fairness of a class action settlement[,]” it is critically important for a settlement to meet this standard. In re AT & T Mobility Wireless Data

Servs. Sales Tax Litig., 789 F. Supp. 2d at 958 (internal quotations omitted).

1. The Relief Provided by the Settlement is Outstanding

The benefits of this Settlement represent an excellent recovery for the Class. The

Settlement includes major structural features that benefit class members. Class Counsel insisted on each feature in settlement negotiations. class members will receive direct payments and are not required to submit claim forms to receive settlement checks. Defendant has created a fund amounting to $1,000 per Settlement class member, which will provide approximately $652 in cash relief to every single class member via two checks sent directly to Cash Members 18 months apart.

At trial, Settlement class members theoretically stood to recover statutory damages of $1,000 for a negligent violation of the statute. 740 ILCS 14/20. And, while there are certainly arguments that could have been made for multiple or intentional violations of the statute which would have allowed for more in damages, no authoritative case law has yet established such a right and, as the

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old saying goes, pigs eat well and hogs get slaughtered. So, the relief provided by the Settlement is outstanding.

Even if substantively considered, the amount of this Settlement, here, is outstanding. This

Settlement, which provides hundreds of dollars in relief to each class member even after expenses is substantially more than other privacy settlements. E.g., Lane v. Facebook, Inc., 696 F.3d 811,

820–22 (9th Cir. 2012) (resolving tens of millions of claims under the Electronic Communications

Privacy Act [“ECPA”] for a $9.5 million cy pres-only settlement—amounting to pennies per class member— where $10,000 in statutory damages were available per claim). In the short history of

BIPA settlements, class relief has also had a wide range. Some—like those early privacy settlements— have been for zero cash and given the class credit monitoring. E.g., Carroll v. Crème de la Crème, Inc., 2017-CH-01624 (Cir. Ct. Cook Cty. Jun. 6, 2018). Others have required class members to make claims in order to receive relief that is capped at a certain amount. E.g., Marshall v. Lifetime Fitness, Inc., 2017-CH-14262 (Cir. Ct. Cook Cty.) ($270 per claimant with credit monitoring). See also Taylor v. Sunrise Assisted Living, 2017 CH 15152 (Cir. Ct. Cook Cty.)

(BIPA settlement for between $40 and $115 per person); Zhirovetskiy v. Zayo Group, LLC, 2017

CH 09323 (Cir. Ct. Cook Cty.)(BIPA settlement of $400 per person with reversion); Zepeda v.

Kimpton Hotel & Restaurant Group, LLC, 2018 CH 2140 (Cir. Ct. Cook Cty.)(BIPA settlement of $500 per person); Sekura v. L.A. Tans Enterprises Inc. 2015-CH-16694 (Cir. Ct. Cook

Cty.)(BIPA settlement of $125 per person); Sharrieff v. Raymond Mgmt Co, 2018-CH-01496(Cir.

Ct. Cook Cty.)(BIPA settlement of $500 per person).

Last week Judge Alonso granted final approval in a BIPA settlement where each class member was slated to receive a gross amount (i.e., before fees and costs were deducted) of $800

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each which is substantially less than Nando’s is paying. Jones v. CBC Restaurants Corp, dba

Corner Bakery, 19-cv-6736 [Doc. #53].

2. The Settlement’s Benefits Favor Final Approval

“As courts recognize, a dollar obtained in settlement today is worth more than a dollar obtained after a trial and appeals years later.” Goldsmith v. Tech. Sols. Co., No. 92 C 4374, 1995

WL 17009594, at *4 (N.D. Ill. Oct. 10, 1995). In evaluating the adequacy of the relief provided to the class, courts should first compare the cost, risks, and delay of pursing a litigated outcome to the settlement’s immediate benefits. Fed. R. Civ. P. 23(e)(2), Advisory Committee’s Note to 2018 amendment. The Settlement here meets both the 23(e)(2)(C) requirements and the Seventh

Circuit’s first and second factors because it provides immediate relief to the Settlement Class while avoiding potentially years of litigation and appeals. See Schulte I, 805 F. Supp. 2d at 586

(“Settlement allows the class to avoid the inherent risk, complexity, time, and cost associated with continued litigation.”).

Defendant had defenses and arguments it intended to raise. To date, only one merit-based issue in BIPA litigation has been resolved by an Illinois appellate court (the denial of Worker’s

Compensation Action preemption), and that question was decided after the Parties reached a settlement here (so the Defendant was able to use this to its advantage in the negotiations). The question of the applicable statute of limitations remains pending in Illinois state appellate courts.

Even if Plaintiff had succeeded at summary judgment and/or trial, Plaintiff recognizes that

Defendant would have the ability to appeal the merits of any adverse decision on the myriad issues of first impression posed by BIPA cases. Failure at any one of these points could gut most or all recovery, making further litigation a risky endeavor. Thus, given the substantial risks, expense, and delay that would accompany further litigation, and in comparison, to other BIPA class action

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settlements, the Settlement offers substantial value relative to the strength of Plaintiff’s case. The most important factor therefore strongly supports final approval.

3. The Method of Distributing Relief to the Settlement class members is Effective

The “effectiveness of [the]…method of distributing relief to the class” weighs strongly in favor of the adequacy of this Settlement under Rule 23(e)(2)(C)(ii) and the first Seventh Circuit factor. An effective distribution method “get[s] as much of the available damages remedy to class members as possible and in as simple and expedient a manner as possible.” William B. Rubenstein,

4 Newberg on Class Actions § 13:53. This Settlement provides relief directly to class members without the need to submit a claim form, meaning every Settlement class member will receive payment. Here, Settlement class members used to work for Defendant, so direct contact information is readily available. Avoiding the claims process is an enormous benefit to the class and fully satisfies Rule 23(e)(2)(C)(ii).

4. The Terms of the Requested Attorneys’ Fees are Reasonable

The third and final relevant sub-factor considers the adequacy of the relief provided to the class taking into account “the terms of [the] proposed award of attorney’s fees, including timing of payment[.]” Fed. R. Civ. P. 23(e)(2)(C)(iii). The Settlement’s contemplated method of calculating attorneys’ fees (i.e., the percentage-of-the-fund method) and its limit on attorneys’ fees

(i.e., one-third of the Maximum Gross Settlement Fund) are reasonable and predicated on the outstanding relief provided to the Settlement Class. To be sure, the percentage-of-the-fund method has been used to determine a reasonable fee award in every BIPA class action settlement creating a common fund to date, and a one-third award falls comfortably within the range of typical fee awards in these cases. See, e.g., Zepeda, No. 2018-CH-02140 (awarding 40% of fund); Svagdis,

No. 2017-CH-12566 (awarding 40% of fund); see also Newberg On Class Actions § 15:83 (noting

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that, generally, “50% of the fund is the upper limit on a reasonable fee award from any common fund”). Accordingly, that the Settlement permits the Court to award one-third of the Maximum

Gross Settlement Fund in attorneys’ fees is more than appropriate. Also, notice reached almost

90% of the class members. (Decl., ¶ 13.)

V. THE REQUESTED ATTORNEYS’ FEES, EXPENSES, AND INCENTIVE AWARD ARE REASONABLE AND SHOULD BE APPROVED

Class Counsel requests $595,666.67 in attorneys’ fees, constituting 1/3 of the Maximum

Gross Settlement Fund. This represents a reasonable assessment of the ex ante bargain that the

Class and Class Counsel might have entered into, in light of the substantial risk that Class Counsel took on in bringing the case. See In re Synthroid Mktg. Litig., 264 F.3d 712, 719 (7th Cir. 2001).

Indeed, Plaintiff’s retainer agreement provides for a payment of 40% but Class Counsel agreed to limit its request to 1/3 of the fund. The requested fee award is consistent with—and at the low end of—what is typically awarded in BIPA cases, particularly where Class Counsel took on considerable risk in bringing a case consumed with issues of first impression. See, e.g., Jones v.

CBC Restaurants Corp, 19-cv-6736 (Judge Alonso grating 1/3 of settlement fund as fees in BIPA settlement); Sekura v. L.A. Tan Enters., No. 2015-CH-16694 (Cir. Ct. Cook Cty. Dec. 1, 2016)

(awarding 40% of fund); Zepeda v. Kimpton Hotel & Rest., No. 2018-CH-02140 (Cir. Ct. Cook

Cty. Dec. 5, 2018) (awarding 40% of fund); Sharrieff v. Raymond Mgmt. Co., Inc., No. 2018-CH-

01496 (Cir. Ct. Cook Cty., Aug. 1, 2019) (same); Svagdis v. Alro Steel Corp., No. 2017-CH-12566

(Cir. Ct. Cook Cty. Jan. 14, 2019) (same); Dixon v. The Wash. & Jane Smith Home, 1:17-cv-8033

(N.D. Ill. Aug. 20, 2019) (Judge Kennelly awarding one-third of fund in comparably sized BIPA settlement). The reasonableness of the award is confirmed by the significant effort of Class

Counsel and relief obtained for the Class.

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A. The Court Should Award Attorney’s Fees as a Percentage of the Fund.

Rule 23 authorizes courts to “award reasonable attorney’s fees … that are authorized by law or by the parties’ agreement.” Fed. R. Civ. P. 23(h). Although there are two ways to compensate attorneys for successful prosecution of statutory claims – the lodestar method and the percentage of the fund method. See Florin v. Nationsbank of Ga., N.A., 34 F.3d 560, 565-66 (7th

Cir. 1994). The favored approach in the Seventh Circuit is to use the percentage of the fund method in common fund cases like this one. “Our court of appeals favors the percentage-of-the-fund fee in common fund cases because it provides the best hope of estimating what a willing seller and a willing buyer seeking the largest recovery in the shortest time would have agreed to ex ante.” In re FedEx Ground Package System, Inc. Employment Practices Litig., 251 F. Supp. 3d 1225, 1236

(N.D. Ind. 2017) (citing In re Synthoid Mktg. Litig., 325 F.3d 974, 979-80 (7th Cir. 2003)); see also McDaniel v. Qwest Commc’ns Corp., No. 05 C 1008, 2011 WL 13257336, at *3 (N.D. Ill.

Aug. 29, 2011) (“Many courts have found the percentage-of-recovery method provides a good emulation of the real-world market value of attorneys’ services provided on a contingent basis.”)

(Pallmeyer, J.).

In common fund settlements like this one, the attorneys’ fee award is typically a share of the fund. The common fund doctrine is “based on the equitable notion that those who have benefited from litigation should share its costs.” Skelton v. General Motors, 860 F.2d 250, 252

(7th Cir. 1988) (citation omitted); see also Wright v. Nationstar Mortg. Co., No. 14 C 10457, 2016

WL 4505169 at *13 (N.D. Ill. 2016) (“[T]he common fund doctrine is based on the notion that … all those who have benefited from litigation should share its costs”). By awarding fees from the common fund created for the benefit of the entire class, the court spreads the costs of litigation proportionately among those who will benefit from the fund. Further, it is especially appropriate

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to use a common fund approach in cases based on fee shifting statutes when the “settlement fund is created in exchange for release of the defendant’s liability both for damages and for statutory attorneys’ fees ….” Skelton, 860 F.2d at 256; accord Florin, 34 F.3d at 564. Here, the Settlement releases class members’ statutory claims to fees under BIPA. (Settlement, § 1.26.)

The percentage-of-the-fund approach is what the class would have negotiated with class counsel at the outset in a hypothetical ex ante bargain; in fact, it has been used to determine a reasonable fee award in virtually every BIPA class action settlement. Dixon v. The Wash. & Jane

Smith Home, 1:17-cv-8033 (N.D. Ill. Aug. 20, 2019) (Judge Kennelly awarding one-third of fund in comparably sized BIPA settlement); Jones v. CBC Restaurants Corp, 19-cv-6736 (Judge Alonso grating 1/3 of settlement fund as fees in BIPA settlement); Cornejo v. Amcor Rigid Plastics, LLC,

2018-CV-07018 (Judge Pacold awarding percentage of the fund in smaller BIPA settlement);

Sekura, No. 2015- CH-16694; Zepeda, No. 2018-CH-02140; Taylor v. Sunrise Senior Living

Mgmt., Inc., No. 2017- CH-15152 (Cir. Ct. Cook Cty. Feb. 14, 2018); Svagdis, No. 2017-CH-

12566. In contrast, the lodestar approach has never been used to evaluate fees in these cases, as far

5 as counsel is aware, where the Class received a monetary benefit. Consequently, this Court should have no hesitation in applying the percentage-of-the-recovery method here.

B. One-Third Is The Appropriate Fee Award Here

The Seventh Circuit has instructed district courts to award reasonable attorneys’ fees, and that “the measure of what is reasonable is what an attorney would receive from a paying client in a similar case.” Montgomery v. Aetna Plywood, 231 F.3d 399, 408 (7th Cir. 2000). One-third of the fund is an appropriate award in a BIPA class action. “[I]n consumer class actions ... the presumption should we suggest be that attorneys’ fees awarded to class counsel should not exceed

5 The one exception is Carroll v. Crème de la Crème, No. 2017-CH-01624, which produced no monetary recovery for the class and instead provided credit monitoring. 15

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a third or at most a half of the total amount of money going to class members and their counsel,”

Gehrich v. Chase Bank USA, N.A., 316 F.R.D. 215, 235 (N.D. Ill. 2016) (citing Pearson v. NBTY,

Inc., 772 F.3d 778, 782 (7th Cir. 2014)); see also Herbert Newberg & Alba Conte, Newberg on

Class Actions § 15.83 (William B. Rubenstein ed., 5th ed.) (noting that, generally, “50% of the fund is the upper limit on a reasonable fee award from any common fund”). Courts consider the fee awards made in similar cases, the risks that the particular case presented, the quality of the legal work provided, the anticipated work necessary to resolve the litigation, and the stakes of the case. See Taubenfeld v. AON Corp., 415 F.3d 597, 600 (7th Cir. 2005) (“[A]ttorneys’ fees from analogous class action settlements are indicative of a rational relationship between the record in this similar case and the fees awarded by the district court.”); In re Synthroid, 264 F.3d at 721.

C. The Risk of Non-Payment Supports the Requested Attorney’s Fee Award

Class Counsel’s decision to seek the market rate is also reasonable in light of the significant risks of nonpayment that Class Counsel faced. At the outset of the litigation, Class Counsel took

“on a significant degree of risk of nonpayment” in agreeing to represent Class Representative.

Taubenfeld, 415 F.3d at 600 (approving of district court’s reliance on this factor in evaluating attorneys’ fees). Class Counsel took this case on a contingent fee basis at 40% and assumed the risk of receiving no fee for their services. See Sutton, 504 F.3d at 693-94 (7th Cir. 2007) (“We recognized [in an earlier case] that there is generally some degree of risk that attorneys will receive no fee (or at least not the fee that reflects their efforts) when representing a class because their fee is linked to the success of the suit.”). Here, Class Counsel faced risk to prevail on any of the issues of first impression in BIPA cases and in establishing that class treatment was appropriate. Even if

Plaintiff prevailed on these issues, she risked losing in a battle of the experts who would testify over whether Defendant’s technology captures “biometric identifiers” or “biometric information”

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under BIPA. There is no controlling authority on any of these defenses and the litigation would have been protracted and expensive. Given these risks, Class Counsel “could have lost everything” they invested. Matter of Cont’l Ill. Sec. Litig., 962 F.2d 566, 570 (7th Cir. 1992) (Posner, J.).

D. The Benefits Conferred Upon class members Justify the Requested Award

The benefit the Settlement provides class members is excellent: $1,000 gross and approximately $642 net per class member. As explained above, the per-class member amount compares favorably to other BIPA settlements that have received final approval. Thus, based upon the negotiated 40% fee contingency agreement in this case, the normal rate of compensation in similar cases, the risk Class Counsel undertook in engaging in this litigation, and the excellent result achieved for Class members, Class Counsel is entitled to reasonable attorney’s fees of 1/3 of the Maximum Gross Settlement Amount.

E. Class Counsel’s Fee Request Is Reasonable and Should Be Approved

Class Counsel’s fee request should be approved because it is reasonably based on the market rate. No further showing or analysis is needed. In re FedEx Ground Package Sys., Inc.

Employment Practices Litig., 251 F. Supp. 3d at 1243 (“A lodestar cross-check … isn’t encouraged in this circuit.”); Wright v. Nationstar Mortgage LLC, No. 14 C 10457, 2016 WL 4505169, at *17

(N.D. Ill. Aug. 29, 2016) (courts can skip a lodestar check); Schulte v. Fifth Third Bank, 805 F.

Supp. 2d 560, 598 n.27 (N.D. Ill. 2011) (“use of a lodestar cross-check in a common fund case is unnecessary, arbitrary, and potentially counterproductive”). This is because the recovery for class members is substantial, the entire Net Settlement Amount is available to class members without the need for them to submit claim forms, and the settlement does not present indicia that it was the product of collusion between the Parties at the expense of class members. See Williams v. Rohm

& Haas Pension Plan, 658 F.3d 629, 636 (7th Cir. 2011) (“consideration of a lodestar check is not

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an issue of required methodology”); In re Dairy Farmers of Am., 80 F. Supp. 3d 838, 850 (N.D.

Ill. 2015) (“For attorneys who are arguing for a percentage-of-the-fund fee award, any delineation of hours is seemingly unnecessary . . . .”).

Although courts occasionally review counsel’s lodestar as “a cross-check to assist in determining the reasonableness of the fee award,” Heekin v. Anthem, Inc., No. 05 Civ. 1908, 2012

WL 5878032, at *2 (S.D. Ind. Nov. 20, 2012), the lodestar cross-check is of limited utility because

“[u]ltimately…the market controls,” In re Trans Union Corp. Privacy Litig., No. 00 Civ. 4729,

2009 WL 4799954, at *9 (N.D. Ill. Dec. 9, 2009); Wright, 2016 WL 4505169, at *17 (“Nor the is the lodestar an accurate representation of the hypothetical market agreement between the plaintiffs and their attorneys”); Hale v. State Farm Mutual Auto. Ins. Co., No. 12-0660- DRH, 2018 WL

6606079, at *7 (S.D. Ill. 2018) (quotation omitted) (noting that in common fund cases “the vast majority of courts in the Seventh Circuit” use the percentage-of-the-fund method). The percentage- of-the-fund method has the added advantage of ensuring that counsel is working efficietly. See

Leung v. XPO Logistics, Inc., 326 F.R.D. 185, 199 (N.D. Ill. 2018). Because attorneys’ fees are directly related to the amount of money recovered for the client, counsel is encouraged to make cost-effective decisions about where to invest resources. See Gaskill v. Gordon, 942 F. Supp. 382,

386 (N.D. Ill. 1996), aff’d, 160 F.3d 361 (7th Cir. 1998) (noting that courts applying percentage- of-the-fund “can expect attorneys to make cost-efficient decisions about whether certain expenses are worth the win”). Because Class Counsel’s work to date has “bought” a significant recovery the

Class, the Court need not analyze Class Counsel’s lodestar.

F. The Incentive Award is Reasonable and Should be Approved.

Plaintiff’s incentive award of $7,500 is similarly reasonable. Incentive awards in class action settlements frequently exceed $10,000.00. See Theodore Eisenberg & Geoffrey P. Miller,

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Incentive Awards to Class Action Plaintiffs: An Empirical Study, 53 UCLA L. Rev. 1303, 1348

(2006) (finding that “[t]he average award per class representative was $15,992”); e.g., Spano v.

Boeing Co., No. 06-cv-743-NJR-DGW, 2016 WL 3791123, at *4 (S.D. Ill. Mar. 31, 2016)

(approving incentive awards of $25,000 and $10,000 for class representatives). Plaintiff seeks a

$7,500 award to reflect her participation, which is comfortably in line with requests awarded in several similar BIPA cases. See Graziano v. Royal Die, 2019 L169 (DuPage Cty) (granting $7,500 incentive award in BIPA cases); see also Dixon v. Washington & Jane Smith Cmty.-Beverly, No.

17-cv-8033, dkt. 103 (N.D. Ill. May 31, 2018) (granting $10,000 incentive award in BIPA case).

G. The Costs Are Appropriate.

Class Counsel seek reimbursement of actual costs in the amount of $902.47 for the filing fee and service fees. See Exhibit 4. Class Counsel’s request of that amount from the Maximum

Gross Settlement Fund as payment of costs and expenses is appropriate, as these costs and expenses were incurred to litigate and settle this case.

VI. CONCLUSION

Class Counsel’s request for an attorneys’ fees award of one-third of the common fund, plus

Class Counsel’s costs, settlement administration costs, and the requested class representative service award, is reasonable based upon the negotiated fee agreement in this case, the normal rate of compensation in similar cases, the risk Class Counsel undertook in engaging in this litigation, and the excellent result achieved for Class members.

Finally, the lack of opposition to a class action settlement “indicates that the class members consider the settlement to be in their best interest.” Am. Int’l Grp., Inc., 2012 WL 651727, at *6.

The Court-approved Settlement Administrator diligently implemented the Notice Plan, and the objection and exclusion deadlines have passed without a single person objecting to the Settlement.

See Exhibit 3, Decl. The Settlement Administrator only received one timely opt out. Id. ¶ 14. That 19

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no one objected to the Settlement is powerful evidence of the Class’s support for the Settlement.

See McDaniel v. Qwest Commc’ns Corp., No. CV 05 C 1008, 2011 WL 13257336, at *4 (N.D. Ill.

Aug. 29, 2011) (finally approving settlement with no objections and noting that “[a]n absence of objection is a ‘rare phenomenon[]’ and ‘indicates the appropriateness of the request[]’”) (citations omitted); see also Retsky Family Ltd. P'ship v. Price Waterhouse LLP, No. 97 C 7694, 2001 WL

1568856, at *3 (N.D. Ill. Dec. 10, 2001) (stating that “[t]he absence of objection to a proposed class settlement is evidence that the settlement is fair, reasonable and adequate”). This factors thus strongly supports granting final approval to the Settlement.

The opinion of competent counsel also supports final approval of the Settlement. Where class counsel has “extensive experience in consumer class actions and complex litigation[,]” their

“belie[f] that the settlement is beneficial to the Class” supports approval of the settlement. Schulte

I, 805 F. Supp. 2d at 586; see also Retsky Family Ltd. P’ship, 2001 WL 1568856, at *3 (finding plaintiff’s counsel competent, and their endorsement of a settlement thus supporting approval, where counsel were “experienced and skilled practitioners in the [relevant] field, and [were] responsible for significant settlements as well as legal decisions that enable litigation such as this to be successfully prosecuted”).

The Fish Law Firm has been Class Counsel for several BIPA Settlements. Courts in this

District have found that the Fish Law Firm are qualified class counsel. See Pietrzycki v. Heights

Tower Serv., Inc., 197 F. Supp. 3d 1007, 1019 (N.D. Ill. 2016) (appointing David Fish class counsel after noting his “litigation experience in labor/employment cases as well as class actions[,]” as well as his and his firm’s diligence). Furthermore, the Fish Law Firm is serving as counsel in dozens of pending BIPA cases and therefore has extensive experience in this field. See Exhibit 4.

Put simply, and for the reasons discussed in detail above, Class Counsel believe that the Settlement

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provides outstanding monetary and prospective relief without the uncertainty and delay that years of litigation would bring. That certainly in the best interests of the Settlement Class.

For these reasons, the opinion of Class Counsel weighs in favor of final approval.

Date: October 26, 2020 Respectfully Submitted,

/s/ David Fish

David Fish ([email protected]) Mara Baltabols ([email protected]) THE FISH LAW FIRM, P.C. 200 East Fifth Avenue, Suite 123 Naperville, Illinois 60563 [email protected]

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CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that a true and correct copy of the foregoing Plaintiff’s Memorandum in Support of Motion for Final Approval was served via ECM/CF filing system on October 26, 2020 to all counsel of record.

Date: October 26, 2020 Respectfully Submitted,

/s/ David Fish

David Fish ([email protected]) Mara Baltabols ([email protected]) THE FISH LAW FIRM, P.C. 200 East Fifth Avenue, Suite 123 Naperville, Illinois 60563 630.355.7590 630.778.0400 [email protected]

Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 1 of 73 PageID #:424

EXHIBIT 1 Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 2 of 73 PageID #:425

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

KATHERINE MARTINEZ, individually and behalf of all others similarly situated,

Plaintiff, Case No. 1:19-cv-07012

v. District Judge Sara L. Ellis

NANDO’S RESTAURANT GROUP, INC.,

Defendant.

JOINT STIPULATION AND CLASS ACTION SETTLEMENT AGREEMENT

This Stipulation and Class Action Settlement Agreement (“Settlement Agreement”) is

entered into by and among Plaintiff Katherine Martinez (“Martinez” or “Plaintiff”), for herself

individually and on behalf of all members of the Settlement Class, Class Counsel, and Defendant

Nando’s Restaurant Group, Inc. (“Nando’s” or “Defendant”) (Plaintiff and Nando’s are referred to individually as a “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 is subject to the approval

of the Court. Words and phrases with initial letters capitalized have the meanings given to them in this Settlement Agreement.

RECITALS

A. Plaintiff filed a putative class action complaint against Defendant alleging a claim

for damages and an injunction under the Illinois Biometric Information Privacy Act, 740 ILCS

14/1 et seq. (“BIPA”), related to the alleged unauthorized collection, storage, and dissemination

of fingerprint data.

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B. Defendant denies all allegations of violation of BIPA and denies that Plaintiff or the Settlement Class are entitled to any damages. On November 21, 2019, Defendant filed an

Answer denying the substantive allegations in the Complaint and asserting numerous defenses.

C. Beginning in November 2019, the Parties began discussing the potential for class- wide settlement and exchanged information on the underlying facts of the case and size of the class.

D. On March 12, 2020, the Parties participated in a settlement conference with the

Honorable Jeffrey Cole and reached a settlement.

E. Plaintiff and Class Counsel conducted a comprehensive examination of the law and facts relating to the allegations in the Complaint and Defendant’s potential defenses. Plaintiff believes that the claims asserted in the Action have merit, that she would have ultimately succeeded in obtaining adversarial certification of the proposed Settlement Class, and that she would have

prevailed on the merits at summary judgment or at trial. But Plaintiff and Class Counsel recognize

that Defendant has raised factual and legal defenses in the Action that present a risk that Plaintiff

may not prevail and/or that a Class might not be certified for trial. Plaintiff and Class Counsel have

also taken into account the uncertain outcome and risks of any litigation, especially in complex

actions, as well as the difficulty and delay inherent in such litigation, and the collectability of any

monetary judgment. Plaintiff and Class Counsel believe that this Agreement presents an

exceptional result for the Settlement Class, and one that will be provided to the Settlement Class

without delay. Therefore, Plaintiff and Class Counsel believe that it is desirable that the Released

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

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

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F. Defendant denies the material allegations in the Complaint, as well as all allegations

of wrongdoing and liability, including that it is subject to or violated BIPA, but Defendant has

similarly concluded that this Settlement Agreement is desirable to avoid the time, risk, and expense

of defending protracted litigation, and to avoid the risk posed by the Settlement Class’s claim for liquidated damages under BIPA. Defendant thus desires to resolve, finally and completely, the

pending and potential claims of Plaintiff and the Settlement Class.

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

Plaintiff, the Settlement Class, and Defendant that, subject to the Court’s approval after a hearing as provided for in this Agreement, and in consideration of the benefits 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

As used herein, 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 Katherine Martinez v. Nando’s Restaurant

Group, Inc., Case No. 1:19-cv-07012 currently pending in the United States District Court for the

Northern District of Illinois.

1.2 “Agreement” or “Settlement Agreement” means this Joint Stipulation and Class

Action Settlement and Exhibits referenced herein.

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1.3 “CAFA Notice” refers to the notice to be sent by Defendant to appropriate federal

and state officials pursuant to the requirements of the Class Action Fairness Act of 2005

(“CAFA”), 28 U.S.C. § 1715(b), substantially in the form of Exhibit A, attached hereto.

1.4 “Class Counsel” means attorneys David J. Fish, John Kunze, and Mara A. Baltabols of the Fish Law Firm P.C.

1.5 “Class Representative” means the named Plaintiff in the Action, Katherine

Martinez.

1.6 “Class Representative Service Award” refers to the payment of Seven Thousand

Five Hundred Dollars and No Cents ($7,500.00), or such other amount approved by the Court, to the Class Representative.

1.7 “Court” means the United States District Court for the Northern District of Illinois.

1.8 “Defendant” or “Nando’s” means Nando’s Restaurant Group, Inc.

1.9 “Defendant’s Counsel” or “Nando’s Counsel” means attorneys Patricia J. Martin

of Littler Mendelson, P.C. of St. Louis, Missouri and Melissa A. Logan of Littler Mendelson, P.C.

in Chicago, Illinois.

1.10 “Effective Date” refers to the first date after all of the following events and conditions have been met or have occurred: (i) the Court enters the Preliminary Approval Order;

(ii) the time period for Rule 23 Class Members to Opt-Out or Object has passed; (iii) the Court enters a Final Approval Order; (iv) the deadline has passed without action for counsel for the

Parties to terminate the Settlement Agreement; and (v) the time to appeal from the Final Approval

Order has expired and no Notice of Appeal has been filed or in the event that an appeal is filed, the appellate process is exhausted and the Final Approval Order has remained intact in all material

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respects. The Parties agree that the Court shall retain jurisdiction to enforce the terms of this

Settlement Agreement unless specifically set forth otherwise herein.

1.11 “Qualified Settlement Fund” means the separate account to be established by the

Settlement Administrator under terms acceptable to Class Counsel and Defendant’s Counsel at a

depository institution insured by the Federal Deposit Insurance Corporation. The Settlement

Administrator shall be responsible for opening and administering a qualified settlement fund in

such a manner as to qualify and maintain it as a “Qualified Settlement Fund” under Section 468B

of the Code and Treas. Reg. Section 1.468B-l. The Qualified Settlement Fund shall be non-interest

bearing, to the extent permitted by applicable law or regulations. If a non-interest bearing account

is not permitted, any interest earned shall revert to Defendant.

1.12 “Endorsement Acknowledgement” refers to the following statement:

“By endorsing this check, payee acknowledges full payment of the amount approved for payee for this payment under the Final Approval Order entered in Case Number 1:19-cv-07012 in the United States District Court for the Northern District of Illinois, and agrees to be bound by the Settlement Agreement and Final Judgment entered therein.”

1.13 “Fee Award” means the amount of attorneys’ fees and reimbursement of costs to

Class Counsel by the Court to be paid out of the Settlement Fund.

1.14 “Final Approval Hearing” means the hearing before the Court where Plaintiff will

request that the Final Approval Order and Final Judgment be entered by the Court finally

approving the Settlement as fair, reasonable and adequate, and approving the Fee Award and the

incentive award to the Class Representative.

1.15 “Final Approval Order” refers to the order of the Court: (i) granting Final

Judgment; (ii) adjudicating the terms of the Settlement Agreement to be fair, reasonable and

adequate, and directing consummation of its terms and provisions; (iii) approving Class Counsel’s

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application for an award of Class Counsel’s Fee Award; (iv) certifying the Settlement Class for purposes of settlement only; and (v) dismissing the Action on the merits and with prejudice and permanently enjoining all members of the Settlement Class who do not timely Opt-Out from the

Settlement Class or this Action from prosecuting against Defendant and the Released Entities, any

Released Claims.

1.16 “Final Judgment” means the final judgment to be entered by the Court dismissing

the Action with prejudice and approving the settlement of the Action in accordance with this

Settlement Agreement after the Final Approval Hearing.

1.17 “Maximum Gross Settlement Amount” is One Million Four Hundred Twenty

Seven Thousand Dollars and No Cents $1,427,000.00. The Maximum Gross Settlement Amount represents the maximum amount Defendant will pay pursuant to this Settlement Agreement, regardless of distribution, and is inclusive of all Class Counsel’s Fee Award (which includes attorneys’ fees and litigation costs), settlement administration expenses, payments to the

Settlement Class, the incentive awards, and any other payments or other monetary obligations contemplated by this Agreement or the Settlement.

1.18 “Net Settlement Fund” means the Maximum Gross Settlement Amount minus

Class Counsel’s Fee Award, Settlement Administration Expenses, and the Class Representative

Service Award.

1.19 “Notice” means the notice of this proposed Settlement and Final Approval Hearing, which is to be disseminated to the Settlement Class substantially in the manner set forth in this

Settlement Agreement, fulfills the requirements of Due Process and is substantially in the form of

Exhibit B attached hereto.

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1.20 “Notice Date” means the date by which the Notice is disseminated to the

Settlement Class, which shall be a date no later than twenty-eight (28) days after entry of

Preliminary Approval.

1.21 “Opt-Out” is the election by a member of the Settlement Class to be excluded

from this Settlement Agreement,

1.22 “Objection/Opt-Out Deadline” means the date by which a written objection to the Settlement Agreement or a request for exclusion submitted by a person within the Settlement

Class must be filed with the Court and/or postmarked, which shall be designated as a date forty-

two (42) days after the Notice Date, as approved by the Court. The Objection/Opt-Out Deadline

will be set forth in the Notice.

1.23 “Opt-Out Response Notification” means the notification to Defendant by the

Settlement Administrator of the names of the members of the Settlement Class who have

effectively elected to Opt-Out and the respective amounts that each would have received as a

Settlement Award but for the election to Opt-Out.

1.24 “Plaintiff” or “Martinez” means the named Plaintiff in the Action, Katherine

Martinez.

1.25 “Preliminary Approval Order” means the Court’s Order preliminarily approving

the Agreement, certifying the Settlement Class for settlement purposes, and approving the form

and manner of the Notice.

1.26 “Released Claims” means any and all causes of actions or claims against the

Released Parties whatsoever arising out of, relating to, or connected with the alleged capture, collection, storage, possession, transmission, disclosure, re-disclosure, dissemination, protection, conversion and/or use of data collected in connection with the finger-scan Point of Sale system at

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Nando’s locations, including but not limited to causes of action or claims under the Illinois

Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”) or any related or similar statutes or common law. Released Claims also include without limitation all causes of action or claims that arise from, are connected or associated with, or are related to the claims (whether common law and/or statutory) that were or could have been asserted in the Action, regardless of whether such claims are known or unknown, filed or unfiled, asserted or as of yet unasserted, existing or contingent, whether in contract, tort, or otherwise, including statutory, common law, property, employment related, and any additional constitutional, common law, and/or statutory claims. For the avoidance of doubt, “Released Claims” includes any current or future claim that is based on the same or a series of related or repeated acts, errors or omissions, or from any

continuing acts, errors or omissions, that were alleged in the Action.

1.27 “Released Parties” means jointly and severally, and individually and collectively,

Nando’s Restaurant Group, Inc. and any of its predecessors and successors and, in their capacities

as such, all of its present, past, and future directors, officers, employees, representatives, attorneys,

insurers, reinsurers, agents, vendors, and assigns, as well as all of these entities’ affiliates, parent

or controlling corporations, partners, divisions and subsidiaries.

1.28 “Releasing Parties” means, jointly and severally, and individually and collectively, Plaintiff and other Settlement Class Members and their respective past, present and future heirs, children, spouses, beneficiaries, conservators, executors, estates, administrators, assigns, agents, consultants, independent contractors, insurers, attorneys, accountants, financial and other advisors, investment bankers, underwriters, lenders, and any other representatives of any of these persons and entities.

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1.29 “Settlement” means the final resolution of the Action as embodied by the terms and conditions of this Agreement.

1.30 “Settlement Administration Expenses” means the reasonable fees, costs and

expenses incurred by the Settlement Administrator in performing the services authorized in this

Settlement Agreement and/or ordered to be performed by the Court. Settlement Administration

Expenses are included in and to be paid from the Maximum Gross Settlement Amount. Settlement

Administration Expenses shall not exceed Twenty Five Thousand Dollars and no cents

($25,000.00).

1.31 “Settlement Administrator” means Analytics LLC subject to approval of the

Court, which will provide the Notice, sending of Settlement Payments to Settlement Class

Members, tax reporting, and performing such other settlement administration matters set forth herein, contemplated by the Settlement, or ordered by the Court.

1.32 “Settlement Class” means all individuals who worked at a Nando’s restaurant in

Illinois and who enrolled in the fingertip scanning feature of the Point of Sale device at any

Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019.

1.33 “Settlement Class List” refers to the individuals making up the Settlement Class

and who are identified by name on Exhibit C, attached hereto.

1.34 “Settlement Class Members” refers to members of the Settlement Class who have not effectively elected to Opt-Out.

1.35 “Settlement Award” means the amount each member of the Settlement Class will be entitled to receive from the Maximum Gross Settlement Amount through the application of the

Settlement Formula under this Settlement Agreement.

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1.36 “Settlement Formula” is the method of determining the Settlement Awards and other utilization of the Maximum Gross Settlement Amount.

2. THE SETTLEMENT

2.1 Agreements by Defendant. Provided that the preconditions to payment are satisfied, Defendant agrees to pay the Maximum Gross Settlement Amount in full settlement of this Action. In regard to the foregoing payment commitment by Defendant:

a. The Maximum Gross Settlement Amount shall be allocated as follows:

i. Subject to final Court approval, Class Counsel accepts to be paid,

One-Third of the Maximum Gross Settlement Amount. Class Counsel shall also

petition the Court for an award of unreimbursed costs. The attorneys’ fees awarded

by the Court together with the unreimbursed costs approved by the Court comprise

Class Counsel’s Fee Award;

ii. Subject to final Court approval, the Class Representative shall

receive a Class Representative Service Award of Seven Thousand Five Hundred

Dollars and No Cents ($7,500.00), or such other amount approved by the Court, to

the Class Representative, to be paid from the Maximum Gross Settlement Amount

for her contributions and services as Class Representative, including, but not

limited to, investigative work, meetings with Class Counsel, assumption of the risk,

serving as the class representative, and participation in settlement-related

activities.;

iii. Subject to final Court approval, Settlement Administration

Expenses of up to Twenty Five Thousand Dollars and No Cents ($25,000.00) shall

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be distributed to the Settlement Administrator and paid from the Maximum Gross

Settlement Amount;

iv. After accounting for the Class Counsel Fee Award, the Class

Representative Service Award, and Settlement Administration Expenses, the

remaining portion of the Maximum Gross Settlement Amount (i.e. the Net

Settlement Fund), will be allocated equally to each of the 1,427 individuals in the

Settlement Class. The equal allocation to each of the 1,427 individuals in the

Settlement Class on the Net Settlement Fund is the Settlement Formula.

v. Defendant shall be entitled to retain from the Maximum Gross

Settlement Amount any amount that would have been payable as a Settlement

Award to an individual of the Settlement Class who Opts-Out. In addition, the

Settlement Administrator shall return to Defendant within 30 days the amount of

any Settlement Awards that become void for not having been presented to drawee-

bank for payment within 150 days after the date of the check.

b. Within 14 days after Preliminary Approval, Defendant shall pay into the Qualified

Settlement Fund the amount of Twenty Five Thousand Dollars and Zero Cents

($25,000.00) for payment of Settlement Administration Expenses.

c. Within thirty-five (35) days following the Effective Date, Defendant shall pay or

caused to be paid One Million Three Hundred Twenty Five Thousand Dollars and Zero

Cents ($1,325,000.00) into the Qualified Settlement Fund.

d. Within eighteen (18) months following the Effective Date, Defendant shall pay into

the Qualified Settlement Fund the amount of Seventy Seven Thousand Dollars and Zero

Cents ($77,000.00).

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e. Defendant shall not be responsible for errors made by Class Counsel or the

Settlement Administrator relative to determination of Settlement Award Amounts.

f. Defendant agrees to duly perform in a timely manner the duties expressly assigned

to them in this Settlement Agreement and to cause the due performance by Counsel for

Defendant of the duties expressly assigned to Counsel for Defendant in this Settlement

Agreement.

2.2 Agreement by Class Counsel. Class Counsel agree to accept Class Counsel’s Fee

Award in full and complete payment of any and all amounts which are or may otherwise become owing to it by Defendant with respect to this Action.

2.3 Agreements by Class Representative. Class Representative agrees to accept the

Class Representative Service Award for herself and for all Settlement Class Members agrees to accept payment of Class Counsel’s Fees and the Settlement Awards in full settlement of the claims of the Class Members in this Action. In regard to the foregoing:

a. Class Counsel shall take the lead in pursuing completion of the settlement approval

procedures, through preparation and presentation of the motions and supporting

information. Class Counsel shall consult and keep Counsel for Defendant

contemporaneously informed as to the status of each step of the settlement approval and

implementation process. Matters of disagreement that cannot be resolved by Class Counsel

and Counsel for Defendants shall be submitted to the Court for resolution.

b. Plaintiff agrees to duly perform in a timely manner the duties expressly assigned to

her in this Settlement Agreement and to cause the performance by Class Counsel of the

duties expressly assigned to Class Counsel in this Settlement Agreement.

2.4 Settlement Payments to Settlement Class Members.

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a. Provided the preconditions to payment are satisfied, each Settlement Class Member

shall be issued a total Settlement Award that is equal to the Net Settlement Amount divided

by 1,427. The Settlement Award shall be issued in two payments as set forth below.

b. The Parties agree that the each Settlement Award issued to Settlement Class

Members represents liquidated damages, penalties and other relief and shall be considered

as non-wage income to each recipient and reported on an I.R.S. Form 1099. The Parties

agree that the Settlement Awards shall not be considered compensation for work performed

or compensation of any kind under any 401k plan, profit sharing plan, pension plan, or

other employer-sponsored benefit plan.

c. The Settlement Administrator shall send each Settlement Class Member a

Settlement Payment by check for their portion of the First Distribution within twenty-eight

(28) days after receiving the First Distribution via First Class U.S. Mail to their last known

mailing address, as updated through the National Change of Address database, if necessary,

by the Settlement Administrator. Each Settlement Class Member shall receive as his or

her portion of the First Distribution the following amount: 1/1,427th of ($1,350,000.00 less

$25,000 (for Settlement Administrator Expenses less the Class Counsel Fees approved by

the Court) less the Class Counsel’s Fee Award less the Class Representative’s Service

Award)

d. The Settlement Administrator shall send each Settlement Class Member who

cashed the check from the First Distribution a Settlement Payment by check for their

portion of the Second Distribution within twenty-eight (28) days after the funds are

available to be paid from the Qualified Settlement Fund to their last known mailing address,

as updated through the National Change of Address database, if necessary, by the

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Settlement Administrator. Each Settlement Class Member shall receive as his or her

portion of the Second Distribution the amount of Fifty Three Dollars and Ninety Six Cents

($53.96), which represents 1/1427th of the Second Distribution amount of Seventy Seven

Thousand Dollars and No Cents.

e. All Settlement Payments will state on the face of the check that the check will

expire and become null and void unless cashed within one hundred and fifty (150) days

after the date of issuance.

f. To the extent that a check issued to a Settlement Class Member is not cashed within

one hundred and fifty (150) days after the date of issuance, the check will be void. The

Settlement Administrator shall return such funds to Defendant within forty-five (45) days

of the date the check expires.

g. Each Settlement Class Member shall be responsible for paying any taxes due on his

or her Settlement Award.

3. RELEASE

3.1 The Release. Upon the Effective Date, and in consideration of the settlement relief and other consideration described herein, the Releasing Parties, and each of them, shall be deemed to have released, and by operation of the Final Judgment shall have, fully, finally, and forever released, acquitted, relinquished and completely discharged the Released Parties from any and all

Released Claims. For the avoidance of doubt, upon the Effective Date, and by operation of the

Final Judgment, all Releasing Parties hereby fully, finally, and forever waive, discharge, surrender,

forego, give up, and abandon any and all Released Claims against the Released Parties, but not

those specifically excluded, and shall be forever barred and enjoined from prosecuting any action

against the Released Parties asserting any Released Claims.

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3.2 No Limitation. In addition to the provisions in Section 3.1, upon the Effective

Date, and by operation of the Final Judgment, each Releasing Party waives any and all provisions, rights and benefits that may be conferred by any law of any state, the District of Columbia or territory of the United States, by federal law, or principle of common law, or the law of any jurisdiction outside of the United States, that, absent such waiver, may limit the extent or effect of the release contained in this Agreement.

4. NOTICE TO THE CLASS

4.1 The Notice shall include:

a. Class List. Nando’s shall provide the Settlement Administrator and Class Counsel

the last known U.S. mail addresses, email (if known), and last known phone numbers of

all persons on the Settlement Class List, to the extent such information is available in

readily accessible form, as soon as practicable, but by no later than fourteen (14) days after

Preliminary Approval. The Settlement Administrator shall keep all personal information

obtained from the Class List strictly confidential. The Class List may not be used by the

Settlement Administrator for any purpose other than advising persons in the Settlement

Class of procedural issues under the Settlement, 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.

b. Update Addresses. Prior to mailing Notice, the Settlement Administrator will

attempt to update the addresses of former employees 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

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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.

c. Direct Notice. No later than the Notice Date, the Settlement Administrator shall

send notice via First-Class U.S. Mail substantially in the form attached as Exhibit B to each

physical address in the Class List and may also send notice via email and/or text.

4.2 The Notice shall advise the Settlement Class 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/Opt-Out 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) file copies of such papers he or she proposes to submit at the Final Approval Hearing with the

Clerk of the Court; (b) file copies of such papers through the Court’s eFile system; and (c) send copies of such papers via e-mail, U.S. mail, hand, or overnight delivery service to Class Counsel and Defendant’s Counsel.

4.3 Undeliverable Notice. If any Notice 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 Class Members and may call last known telephone number determined for such individual to get a more current address.

4.4 Right to Object or Comment. Any person in the Settlement Class 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 Settlement Class Member’s full name

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and current address; (b) a statement that he or she believes himself or herself to be a member of the Settlement Class; (c) the specific grounds for the objection; (d) all documents or writings that the Settlement Class Member desires the Court to consider; (e) 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 (f) 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, e-mailed or delivered to Class Counsel and Defendant’s Counsel no later than the Objection/Opt-Out

Deadline. Any person in the Settlement Class 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 or Final Judgment 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.

4.5 Right to Request Exclusion. Any person in the Settlement Class may submit a request for exclusion from the Settlement on or before the Objection/Opt-Out Deadline. To be valid, any request for exclusion must: (a) be in writing; (b) identify the case name Martinez v.

Nando’s Restaurant Group, Inc., and case number, Case No. 1:19-cv-07012 (c) state the full name and current address of the person in the Settlement Class seeking exclusion; (d) be physically signed by the person(s) seeking exclusion; and (e) be postmarked or received by the Settlement

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Administrator on or before the Objection/Opt-Out Deadline. Each request for exclusion must also

contain a statement to the effect that “I hereby request to be excluded from the proposed Settlement

Class in Martinez v. Nando’s Restaurant Group. Inc.” A request for exclusion that does not include

all of the foregoing information, that is sent to an address other than that designated in the Notice,

or that is not postmarked or delivered to the Settlement Administrator within the time specified,

shall be invalid and the persons serving such a request shall be deemed to remain Settlement Class

Members and shall be bound as Settlement Class Members by this Settlement Agreement, if

approved. Any person who effectively Opts-Out of the Settlement Class shall not: (a) be bound by

any orders or Final Judgment 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 Final Judgment. No person may request to

be excluded from the Settlement Class through “mass” or “class” opt-outs.

5. SETTLEMENT ADMINISTRATION

5.1 Settlement Administrator’s Duties.

a. Dissemination of Notices. The Settlement Administrator shall disseminate Notice

as provided in Section 4 of this Settlement Agreement.

b. 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 in accordance

with its business practices and such records will be made available to Class Counsel and

Defendant’s Counsel upon request. 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

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concerning Notice, requests for exclusion, administration and implementation of the

Settlement.

c. Receipt of Requests for Exclusion. The Settlement Administrator shall receive

requests for exclusion from persons in the Settlement Class and provide to Class Counsel

and Defendant’s Counsel a copy thereof within five (5) days of the Objection/Opt-Out

Deadline. If the Settlement Administrator receives any requests for exclusion or other

requests from Settlement Class Members after the deadline for the submission of requests

for exclusion, the Settlement Administrator shall promptly provide copies thereof to Class

Counsel and Defendant’s Counsel.

d. Timing of Settlement Payments. The Settlement Administrator shall make the First

Distribution Settlement Payments contemplated in Section 2 of this Settlement Agreement

by check and mail them to Settlement Class Members within twenty-eight (28) days after

the First Distribution of funds are available to be paid from the Qualified Settlement Fund.

The Settlement Administrator shall make the Second Distribution Settlement Payments

contemplated in Section 2 of this Settlement Agreement by check and mail them to

Settlement Class Members within twenty-eight (28) days after the funds are available to be

paid from the Qualified Settlement Fund.

e. Tax reporting. The Settlement Administrator shall be solely responsible for

properly reporting all payments from the Qualified Settlement Fund to the Internal

Revenue Service as required by law. The Settlement Administrator shall also be solely

responsible for determining and paying any necessary tax withholding to the Internal

Revenue Service and appropriate state agencies. The Settlement Administrator shall be

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solely responsible for all tax filings and tax withholdings related to the Qualified Settlement

Fund.

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 an order granting Preliminary Approval. Class Counsel shall also notify the Court of

Plaintiff’s separate agreement with Nando’s regarding her Charge of Discrimination and shall attach a copy of that Agreement as an exhibit to the Motion. In addition, Class Counsel’s Motion for Preliminary Approval shall include, among other provisions, a request that the Court:

a. Appoint Katherine Martinez as Class Representative of the Settlement

Class;

b. Appoint Class Counsel to represent the Settlement Class;

c. Preliminarily certify the Settlement Class for settlement purposes only;

d. Preliminarily approve this Settlement Agreement generally and the

Settlement Formula specifically as to fairness, adequacy, and reasonableness for the

Plaintiff and Settlement Class, including the Maximum Gross Settlement Amount;

e. Approve the form and contents of the Notice and the method of its

dissemination to members of the Settlement Class; and

f. Schedule a Final Approval Hearing to review comments and/or objections

regarding this Settlement Agreement, to consider its fairness, reasonableness and

adequacy, to consider the application for a Fee Award and incentive awards to the Class

Representatives, and to consider whether the Court shall issue a Final Judgment approving

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this Settlement Agreement, to consider Class Counsel’s application for the Fee Award and

the incentive award to the Class Representatives, and dismissing the Action with prejudice.

6.2 Final Approval. After Notice to the Settlement Class is given and the

Objection/Opt-Out Deadline has passed, and provided Defendant does not exercise a termination election under Section 7, Class Counsel shall move the Court for entry of a Final Judgment. Class counsel’s motion shall:

a. certify to the Court as to compliance with the Class Notice requirements;

b. inform the Court as to members of the Settlement Class who have

effectively elected to Opt-Out;

c. inform the Court of the Settlement Awards determined under the Settlement

formula;

d. inform the Court as to the Class Representative’s Service Award and Class

Counsel’s Fee Award;

e. inform the Court as to the amount which Defendant shall retain from the

Maximum Gross Settlement Amount due to the election by members of the

Settlement Class to Opt-Out opted-out;

f. request that the Court enter a Final Approval Order and Final Judgment

which:

i. finds that the Court has personal jurisdiction over all Settlement Class

Members and subject matter jurisdiction to approve this Settlement

Agreement, including all attached Exhibits;

ii. certifies the Settlement Class as a valid class for purposes of settlement;

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iii. lists and determines the members of the Settlement Class who have

effectively opted-out;

iv. approves the Settlement as fair, reasonable and adequate as to, and in the

best interests of, the Settlement Class Members;

v. directs the Parties and their counsel to implement and consummate the

Settlement according to its terms and conditions;

vi. declares the Settlement to have released all pending and future lawsuits or

other proceedings maintained by or on behalf of Plaintiff and all other

Settlement Class Members and Releasing Parties as provided herein;

vii. finds 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 Class 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 Due Process;

viii. finds that the Class Representative and Class Counsel adequately

represented the Settlement Class for purposes of entering into and

implementing the Settlement Agreement;

ix. dismisses the Action on the merits and with prejudice, without fees or costs

to any Party except as provided in this Settlement Agreement;

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x. incorporates the Release set forth above, makes the Release effective as of

the Effective Date, and forever discharges the Released Parties as set forth

herein;

xi. permanently bars and enjoins all Settlement Class Members who have not

been properly excluded from the Settlement Class from filing, commencing,

prosecuting, intervening in, or participating (as class members or otherwise)

in any lawsuit or other action in any jurisdiction based on the Released

Claims;

xii. without affecting the finality of the Final Judgment for purposes of appeal,

retains jurisdiction as to all matters relating to administration,

consummation, enforcement and interpretation of the Settlement

Agreement and the Final Judgment, and for any other necessary purpose;

and

xiii. incorporates any other provisions, consistent with the material terms of this

Settlement Agreement, as the Court deems necessary and just.

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

reasonable 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. Both the Class Representative (on behalf of the Settlement Class) and Nando’s shall have the right to terminate this Agreement by providing written notice of the election to do so to Class Counsel within ten (10) days of any of the following events: (a) the

Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (b) the

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Court’s refusal to grant Final Approval of this Agreement in any material respect; (c) the Court’s refusal to enter the Final Judgment in this Action in any material respect; (d) the date upon which the Final Judgment is modified or reversed in any material respect by the appellate court or the

Supreme Court; (e) the date upon which an Alternative Judgment, as defined in Paragraph 9.1 of this Agreement, is modified or reversed in any material respect by the appellate court or the

Supreme Court. Nando’s shall additionally have the right to terminate this Agreement by providing written notice of the election to do so to Class Counsel within ten (10) days of receiving written notice from the Settlement Administrator that 10% or more of the Settlement Class has opted out of the Settlement.

8. INCENTIVE AWARD AND CLASS COUNSEL’S ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

8.1 Nando’s agrees that Class Counsel is entitled to reasonable attorneys’ fees and unreimbursed expenses incurred in the Action as the Fee Award. The amount of the Fee Award shall be determined by the Court based on petition from Class Counsel. Class Counsel has agreed, with no consideration from Nando’s, to limit their request for attorneys’ fees to one third of the

Maximum Gross Settlement Amount, plus unreimbursed costs. Nando’s may challenge the amount requested. Payment of the Fee Award shall be made from the Maximum Gross Settlement Amount and 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 Net

Settlement Amount and be distributed to Settlement Class Members as Settlement Awards.

8.2 The Fee Award shall be payable by the Settlement Administrator within five (5) business days after the Effective Date. Payment of the Fee Award shall be made by the Settlement

Administrator from the Qualified Settlement Fund Account via wire transfer to an account designated by Class Counsel after providing necessary information for electronic transfer to the

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Settlement Administrator.

8.3 Nando’s agrees that the Class Representative shall be paid an incentive award up to Seven Thousand Five Hundred Dollars ($7,500.00) from the Maximum Gross Settlement

Amount, in addition to any Settlement Award pursuant to this Settlement Agreement and in recognition of her efforts on behalf of the Settlement Class, subject to Court approval. 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 Settlement Fund and be distributed to

Settlement Class Members as Settlement Payments. Any award shall be paid by the Settlement

Administrator from the Qualified Settlement Fund (in the form of a check to the Class

Representative that is sent care of Class Counsel), within five (5) business days after the Effective

Date.

9. CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION

9.1 Precondition to Payment by Defendant. It shall be a precondition to Defendant’s obligation to many any payment under this Settlement Agreement aside from the $25,000 payment to fund Settlement Administration Expenses that (a), (b), and (c), set forth below have all been satisfied:

a. Final Judgment has been entered by the Court:

i. Approving this Settlement Agreement and adjudicating the

terms of the Settlement Agreement to be fair, reasonable and

adequate, and directing consummation of its terms and

provisions;

ii. Certifying the Settlement Class for settlement purposes only;

iii. Dismissing the Action with prejudice; and

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iv. Providing that Defendant’s sole continuing obligations with

respect to the Action shall be to duly perform the duties and

obligations expressly made by it under this settlement

agreement.

b. The deadline has passed without action from Counsel to Defendant to

terminate the Settlement Agreement; and

c. The time to appeal form the Final Approval Order has expired and no Notice

of Appeal has been filed or in the event that an appeal is filed, the appellate process is

exhausted and the Final Approval Order had remained intact in all material respects.

9.2 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 1.10:

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

Defendant’s Counsel;

b. The Court has entered an order granting Preliminary Approval of the

Agreement;

c. The Court has entered an order finally approving the Agreement, following

Notice to the Settlement Class and a Final Approval Hearing, and has entered the Final

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

become final and unappealable; and

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

than that provided above (“Alternative Judgment”) to which the Parties have consented,

that Alternative Judgment has become final and unappealable.

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9.3 If some or all of the conditions specified in Section 9.2 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 9.4, 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 after providing the breaching Party fourteen (14) days to cure such breach. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the 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, nor shall it be grounds for termination of the Agreement.

9.4 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 Judgment or other order entered by the Court in accordance with the terms of this Agreement, including, but not limited to, class certification, 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. If the Court does not approve the settlement, Nando’s retains the right to oppose class certification.

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

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reasonably necessary to effectuate and implement the 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 another in seeking entry of an order granting Preliminary Approval and the Final Judgment, 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 that: (a) he, she, or it has all requisite power and authority to execute, deliver and perform this Settlement Agreement and to consummate the transactions contemplated herein; (b) 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) 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 Plaintiff and the other

Settlement 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 Plaintiff 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 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.

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10.5 Each of the Parties has entered into this Agreement with the intention to avoid further disputes and litigation with the attendant risks, inconveniences, expenses and contingencies. There has been no determination by the Court as to the merits of the claims or defenses asserted by the Plaintiff or Defendant or with respect to class certification, other than for settlement purposes only. Accordingly, whether the Effective Date occurs or this Settlement is terminated, neither this Settlement Agreement nor the Settlement contained herein, nor any court order, communication, 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 each or any of them as an admission, concession or evidence of, the validity of

any Released Claims, the appropriateness of class certification, the truth of any fact alleged

by Plaintiff, 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 Fund,

Settlement Payment or the Fee Award, or of any alleged wrongdoing, liability, negligence,

or fault of the Released Parties, or any of them;

b. is, may be deemed, or shall be used, offered or received against Nando’s 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

any of them;

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

the Settlement Class, 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

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alleged by Nando’s, 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 each or any of them as an admission or concession with respect to any liability,

negligence, fault or wrongdoing as against any Released Parties, in any civil, criminal or

administrative 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. Moreover, if this Settlement Agreement is approved by the Court,

any of the Released Parties may file this Settlement Agreement and/or the Final Judgment

in any action that may be brought against such parties in order to support a defense or

counterclaim;

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

Class, 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 Plaintiff and the Settlement Class, or each and any of

them, or against the Released Parties, or each or any of them, that any of Plaintiff’s 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.

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10.6 The headings used herein are used for the purpose of convenience only and are not

meant to have legal effect.

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 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 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 Plaintiff represents and warrants that she has 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 she is fully entitled to release the same.

10.12 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

31 Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 33 of 73 PageID #:456

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

Court if the Court so requests.

10.13 If any deadlines related to the Settlement cannot be met, Class Counsel and Nando’s

Counsel shall meet and confer to reach agreement on any necessary revisions of the deadlines and

timetables set forth in this Agreement. In the event that the Parties fail to reach such agreement, any of the Parties may apply to the Court via a noticed motion for modification of the dates and deadlines in this Agreement.

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. The Parties agree that specific performance shall be an acceptable remedy for any material breach of this 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 Where this Settlement Agreement requires notice to the Parties, such notice shall

be sent to the undersigned counsel: David Fish, The Fish Law Firm, P.C., 200 E. 5th Avenue, Suite

123, Naperville, IL 60563; Patricia J. Martin, Littler Mendelson, P.C., 600 Washington Avenue,

Suite 900, St. Louis, MO 63101.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

32 Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 34 of 73 PageID #:457

KATHERINE MARTINEZ 06/08/2020

Dated: ____ By (signature): ______Katherine Martinez Name (printed): ______

THE FISH LAW FIRM, PC 06/08/2020 Dated: ____ By (signature): ______David Fish Name (printed): ______President Its (title): ______

NANDO'S RESTAURANT 6/4/2020 Dated: ____ By (signature): hJ,;:;;pt:C- � NESTOR NOVA Name (printed): CFO Its (title):

LITTLER MENDELSON, P.C.

Dated: '-'. � . l,�c By (signature)Q�,C'h< \- � Name (printed}:�cs..\Aug::S . "°�\-.j

Its (title):

33 Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 35 of 73 PageID #:458

Exhibit A

CAFA Notice

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

KATHERINE MARTINEZ, individually and behalf of all others similarly situated,

Plaintiff, Case No. 1:19-cv-07012

v. Judge Sara Ellis

NANDO’S RESTAURANT GROUP, INC.,

Defendant.

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT PURSUANT TO THE CLASS ACTION FAIRNESS ACT, 28 U.S.C. § 1715

Pursuant to the Class Action Fairness Act, 28 U.S.C. § 1715 (“CAFA”), notice is hereby

given to the Office of the Attorney General of the United States, and the Offices of the Attorney

General for the States of Alabama, California, Connecticut, Delaware, Florida, Illinois, Indiana,

Kentucky, Massachusetts, Maryland, Minnesota, Michigan, Nevada, New York, South Carolina,

Tennessee, and Wisconsin and the District of Columbia, that on [insert date], the Plaintiff in the above-captioned civil action has filed an unopposed motion with the Court for preliminary approval of her class action settlement and for provisional certification of a settlement class pursuant to Fed. R. Civ. P. 23 (“Rule 23”). The Court has not yet entered an order preliminarily approving the Rule 23 Class Action settlement, approving the form and dissemination of class notice or setting the date for the hearing on final approval.

The following notice does not require any action on your part, and is provided for informational purposes pursuant to 28 U.S.C. § 1715. 28 U.S.C. § 1715 (f) states that, “[n]othing in this section shall be construed to expand the authority of, or impose any obligations, duties, or

Case: 1:19-cv-07012 Document #: 60-1 Filed: 10/26/20 Page 37 of 73 PageID #:460

responsibilities upon, Federal or State officials.” Accordingly, this notice does not require you to

take any affirmative action, including, but not limited to, any written response.

Pursuant to the requirements of CAFA, this notice includes the following documents and information:

1. The original Complaint filed in state court on September 10, 2019 and removed to

federal court on October 24, 2019 (Exhibit A).

2. Proposed Notice to Class Members (Exhibit B).

3. The individual settlement agreement and release between Plaintiff and Defendant

related to Plaintiff’s Charge of Discrimination. (Exhibit C).

4. The parties’ Key Settlement Term Sheet (Exhibit D). This Settlement Term Sheet was

replaced by the operative Joint Stipulation and Settlement Agreement (Exhibit E).

5. Unopposed Motion for Preliminary Approval of Rule 23 Class Action Settlement, and

Memorandum in Support (Exhibit F)

6. In total there are 1427 members of the proposed Rule 23 settlement class. The Rule 23

settlement class consists of: all individuals who worked at a Nando’s restaurant in

Illinois and who enrolled in the fingertip scanning feature of the Point of Sale device

at any Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019.

7. Given the large number of putative Rule 23 class members, it is not feasible to provide

each putative class member’s name. Based on the putative class members’ last known

addresses, Defendant estimates that:

a. [x] putative Rule 23 class members reside in Alabama; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

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b. [x] putative Rule 23 class members reside in California; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

c. [x] putative Rule 23 class members reside in Connecticut; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

d. [x] putative Rule 23 class members reside in Delaware; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

e. [x] putative Rule 23 class members reside in Florida; they are eligible to receive

approximately [x] of the net Rule 23 settlement amount agreed upon by the

parties;

f. [x] putative Rule 23 class members reside in Illinois; they are eligible to receive

approximately [x] of the net Rule 23 settlement amount agreed upon by the

parties;

g. [x] putative Rule 23 class members reside in Indiana; they are eligible to receive

approximately [x] of the net Rule 23 settlement amount agreed upon by the

parties;

h. [x] putative Rule 23 class members reside in Kentucky; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

i. [x] putative Rule 23 class members reside in Massachusetts; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

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the parties;

j. [x] putative Rule 23 class members reside in Maryland; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

k. [x] putative Rule 23 class members reside in Minnesota; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

l. [x] putative Rule 23 class members reside in Michigan; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

m. [x] putative Rule 23 class members reside in Nevada; they are eligible to receive

approximately [x] of the net Rule 23 settlement amount agreed upon by the

parties;

n. [x] putative Rule 23 class members reside in New York; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

o. [x] putative Rule 23 class members reside in South Carolina; they are eligible

to receive approximately [x] of the net Rule 23 settlement amount agreed upon

by the parties;

p. [x] putative Rule 23 class members reside in Tennessee; they are eligible to

receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

q. [x] putative Rule 23 class members reside in Wisconsin; they are eligible to

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receive approximately [x] of the net Rule 23 settlement amount agreed upon by

the parties;

r. [x] putative Rule 23 class members reside in the District of Columbia; they are

eligible to receive approximately [x] of the net Rule 23 settlement amount

agreed upon by the parties;

8. No final judgment or notice of dismissal has been filed or entered in this action. No

written judicial opinions have been issued relating to the parties proposed settlement.

9. A final approval hearing has not yet been scheduled. When scheduled, it will occur in

the United States District Court, Northern District of Illinois, Eastern Division,

Courtroom of Honorable Sara L. Ellis, Dirksen United States Courthouse, 219 South

Dearborn Street, Chicago IL 60604. When scheduled the date and time of the final

approval hearing will be available through PACER.

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Respectfully submitted,

By:

Patricia J. Martin LITTLER MENDELSON, P.C. 600 Washington Ave. Suite 900 St. Louis, MO 63101 Tel: 314.659.2000 Fax: 314.659.2099 [email protected]

Kwabena A. Appenteng Orly Henry Melissa A. Logan LITTLER MENDELSON, P.C. 321 North Clark Street, Suite 1000 Chicago, IL 60654 Tel: 312.372.5520 [email protected] [email protected] [email protected]

Attorneys for Defendant Nando’s Restaurant Group, Inc.

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Exhibit B

Class Notice

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NOTICE OF CLASS ACTION SETTLEMENT Martinez, et al. v. Nando’s Restaurant Group, Inc. Case No. 1:19-cv-07012

The United States District Court for the Northern District of Illinois preliminarily approved a class action settlement in the case Martinez v. Nando’s Restaurant Group, Inc.., Case No. 1:19-cv-07012 (the “Lawsuit”). You are receiving this notice because records show that you worked at Nando’s Restaurant Group, Inc. (“Nandos”) during the time period covered by the lawsuit and are a class member. While Nando’s does not admit liability or fault, Nando’s has agreed to settle the Lawsuit. This notice explains your options. You may: (1) do nothing and get a settlement payment; (2) exclude yourself from the settlement and not receive a settlement payment; or (3) object to the settlement. Before any money is paid, the Court will decide whether to grant final approval of the settlement. What Is this Lawsuit About? The Lawsuit alleges that Nando’s violated the Illinois Biometric Information Privacy Act (“BIPA”) by requiring employees to use a fingertip scanning feature of the Point of Sale device at any Nando’s location in the state of Illinois that allegedly collected, stored, and transferred their biometric data without following the notice and consent requirements of BIPA. Nando’s has denied all liability and wrongdoing. Both sides agreed to the settlement to resolve the case. The Court did not decide whether Nando’s violated the law.

You can learn more about the Lawsuit or review the Settlement Agreement by contacting Class Counsel, The Fish Law Firm P.C. at (630) 355-7590 or [email protected].

Who Is Included in the Settlement? The settlement includes all individuals who worked at a Nando’s restaurant in Illinois and who enrolled in the fingertip scanning feature of a Point of Sale device at any Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019 (“Settlement Class”).

What does the Settlement Provide? The parties estimate that about $917,380.90 (“Net Settlement Amount”) will be available for distribution to Settlement Class Members. The Net Settlement Amount is the Settlement Fund, estimated to be $1,427,000, minus the following deductions, which are subject to Court approval: up to $25,000 for the Settlement Administrator’s costs; up to $7,500 for the incentive award for the Class Representative, and up to one-third (331/3%) of the Settlement Fund as Class Counsel’s attorneys’ fees, and $1,500 in litigation costs. Your estimated recovery in this settlement is $642.87. Your recovery was calculated by dividing the Net Settlement Amount equally among the Settlement Class. The Net Settlement Amount will be paid to you over two distributions made eighteen (18) months apart.

What Will You Give Up If You Participate in the Settlement?

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vendors, and assigns, as well as all of these entities’ affiliates, parent or controlling corporations, partners, divisions and subsidiaries (“Released Parties”) from all Released Claims. “Released Claims” means any and all causes of actions or claims against the Released Parties whatsoever arising out of, relating to, or connected with the alleged capture, collection, storage, possession, transmission, disclosure, re-disclosure, dissemination, protection, conversion and/or use of data collected in connection with the finger-scan Point of Sale system at Nando’s locations, including but not limited to causes of action or claims under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”) or any related or similar statutes or common law. Released Claims also include without limitation all causes of action or claims that arise from, are connected or associated with, or are related to the claims (whether common law and/or statutory) that were or could have been asserted in the Action, regardless of whether such claims are known or unknown, filed or unfiled, asserted or as of yet unasserted, existing or contingent, whether in contract, tort, or otherwise, including statutory, common law, property, employment related, and any additional constitutional, common law, and/or statutory claims. For the avoidance of doubt, “Released Claims” includes any current or future claim that is based on the same or a series of related or repeated acts, errors or omissions, or from any continuing acts, errors or omissions, that were alleged in the Action. What Are Your Options? (1) If you want to participate in the settlement and receive a settlement payment, do nothing. A check will be mailed to you if the Court grants final approval of the settlement. (2) If you do not want to be legally bound by the settlement, you must exclude yourself by [DATE 42 DAYS FROM NOTICE MAILING (Objection/Opt-Out Deadline)]. To be valid, any request for exclusion must: (a) be in writing; (b) identify the case name and number Martinez v. Nando’s Restaurant Group, Inc., No. 1:19-cv-07012, (c) state your full name and current address; (d) be physically signed by you; and (e) be postmarked or received by the Settlement Administrator on or before the Objection/Opt-Out Deadline. Each request for exclusion must also contain a statement to the effect that “I hereby request to be excluded from the proposed Settlement Class in Martinez v. Nando’s Restaurant Group, Inc., Case No. 1:19-cv-07012.” If you exclude yourself, you will not receive money from this settlement, but you will retain your legal rights regarding any claims that you may have against Nando’s. Requests for exclusion must be mailed to the Settlement Administrator at the address below: [insert address]. (3) You may object to the settlement by [DATE 42 DAYS FROM NOTICE MAILING] if you have not already excluded yourself from the settlement. To do so, you must present the following information in a statement signed by you: (a) your full name and current address; (b) a statement that you believe yourself to be a member of the Settlement Class; (c) the specific grounds for the objection; (d) all documents or writings that you desire the Court to consider; (e) the name and contact information of any and all attorneys representing, advising, or in any way assisting you in connection with the preparation or submission of the objection or who may profit from the pursuit of the objection; and (f) a statement indicating whether you intend 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 be postmarked, e-mailed or delivered to Class Counsel and Defendant’s Counsel no later than the Objection/Opt-Out Deadline. Who Are My Lawyers?

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The Court has appointed the following attorneys to represent the Settlement Class. You will not be charged for these lawyers because they will be paid from the Settlement Fund. If you want to be represented by your own lawyer instead, you may hire one at your own expense. David Fish John Kunze Mara Baltabols The Fish Law Firm, P.C. 200 East Fifth Ave., Suite 123 Naperville, IL 60563 (630) 355-7590

Who Is the Settlement Administrator and How do I update my Contact Information? The Settlement Administrator is identified below. You must notify the Settlement Administrator (contact information below) of any changes in your mailing address so that your settlement payment will be sent to the correct address.

[] When is the Final Approval Hearing? The Court will hold a hearing in this case on [FINAL APPROVAL HEARING DATE], in Courtroom ____of the ______s at __:__ a.m./p.m., to consider, among other things: (1) whether to grant final approval of the settlement; (2) a request by the lawyers representing class members for an award of one-third of the $1,427,000 Settlement Fund as attorneys’ fees and up to $1,500 in litigation costs; (3) a request for incentive award of $7,500 for the Class Representative from the Settlement Fund in recognition of her work in recovering money for the Settlement Class; and (4) a request for up to $25,000 in costs to the Settlement Administrator from the Settlement Fund for its work administering the settlement. You may appear at the hearing, but you are not required to do so.

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Exhibit C

Class List

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Class List 1. Adrian I. Abar 2. Emily Abarca 3. Ivar S. Abdulkadir 4. Yasir M. Abdullah 5. Sarkes Abraham 6. Brittany S Abrams 7. Lizbeth Acevedo 8. Emmanuel O. Acheampong 9. Ricardo Acosta 10. Kendra M Adams 11. Sarah J. Adler 12. Ikeoluwa O Agoro 13. Ariana Aguilar 14. Bianca Aguilar 15. Ivette C Aguirre-Beck 16. Rosanelia A Alcantara 17. Anthony G Alexander 18. Aysia B Alexander 19. Shamari M Alexander 20. Gael A Alfaro 21. Jamilex Alicea 22. Abu Alie 23. Jacob D Allen 24. Jahi A Allen 25. Ryan R Allen 26. Sean B Allen 27. Olatide H Alli-Balogun 28. Breyuna Almore 29. Andrew M Alquist 30. Breyanna Alvarez 31. Noel Alvarez Orosco 32. Ashley L Anderson 33. Camron A Anderson 34. Jenese E Anderson 35. Rana N Anene 36. Jaime Anjeles 37. Shannon J Ankum 38. Quintin B Anthony 39. Edward D Antonio 40. Michael A Appleby 41. Rim Areki 42. Tomas Q Arjona 43. Brian M Armstrong 44. Rick Armstrong 45. Gretchen R Arnold 46. Iris R Arriaga 47. Cynthia D Arroyo 48. Samantha Arroyo 49. Melinda E Ashford 50. Imaltzin Astorga 51. Taher F Atassi 52. Bianca Y Atienza

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53. Kyshanna D Atkins 54. Tamisha l Atkins 55. James P Austermuehle 56. Jalon A Austin 57. Kalen Austin 58. Lana R Austin 59. Phillip Avants 60. Jessica Y Avelar 61. Miata Avery 62. Karen M Avila 63. Richard Azunna 64. Ebieyerin O Badiru 65. Elizabeth Bahena 66. Sarah B Bailey 67. Shaniquia D Baines 68. Erjon Bajlozi 69. Amirah L Baker 70. Chavell S Baker 71. Malaysia Baker 72. Paige A Baldwin 73. Ismael S Balleydier 74. Daniel E Balzer 75. Sandra S Banks 76. Damani T Barajas 77. Moises P. Barboza 78. Jacob W Barnes 79. Ruby J Barnes 80. Maria Barros 81. Patrick D Barry 82. Nailah Z Barry-Thimote 83. Nariah S Barry-Thimote 84. John T Barton 85. Alexus I Bassett 86. Jay Batra 87. Robert Bauer 88. Jacqueline Bautista 89. Rodney L Bean 90. Joseph L Beard 91. Margaret Bedore 92. Nesha R Bell 93. Tyshawn M Bell 94. Antoinette l Bennett 95. Gracie M Bennett 96. Abigail K Bent 97. Jennifer Berk 98. Veronica M Bermudez 99. Andres Bernabe 100. Kennedy D Berry 101. John J Beverly 102. Shriraj Bhapkar 103. Nickinder S Bhowra 104. Emmanuel L Bibbs 105. Shajha K Birgans

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106. Tegaye Birru 107. Dajah E Bishop 108. Milkias Bitew 109. Rayvon L Black 110. Dave c Blaha 111. Marquis D Blanchard 112. Nathaniel C Blanton 113. Marlowe C Blunt 114. Jamie D Bobert 115. Frederick R Bokop 116. Carlos Borbolla 117. Angelyne G Boudreau-Denis 118. Tamika D Bovan 119. Devon Bowens 120. Elizabeth Box 121. Amanda K Boyd 122. Sharon A Boyd 123. Mark Bradford 124. Jasmine J Brandon 125. Khrystin E Brewer 126. Micheal Brewster 127. Hailey A Brezinsky 128. Johnny Brisco 129. Taniesha L Broadway 130. Eyndyiah J Brooks 131. Kayla J Brooks 132. Nicholas Brooks 133. Adrian M Brown 134. Armmia N Brown 135. Cartreria B Brown 136. Latoya Brown 137. Morocco M Brown 138. Nailha Brown 139. Page B Brown 140. Robert W Brown 141. Robert M Brown 142. Sarah E Brown 143. Shamera S Brown 144. Terence J Browne 145. Brittany J Brunson 146. Clayton L. Bryant 147. Josh M Bryant 148. Ronesha D Bryant 149. Beatrice J Bueno 150. Keelin Burchfield 151. Brianna Burger 152. Daja Burke 153. Jeremy Burkes 154. Jervante J Burkes 155. Whitney S Burkes 156. Billy G Burks 157. Alexandra Burrell 158. Emari K Burrell

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159. Gregory Burrell 160. Victoria M Cabey 161. Eric Cage 162. Gabrielle A Calderon 163. Eliane Caldwell 164. Jahmil O Caldwell 165. Shiad Y Calloway 166. Michael W Calmese 167. Jose O Camacho 168. Kamauri L Camarillo 169. Antonika L Campbell 170. Brian T Campbell 171. Dominique P Campbell 172. Adriana Cardenas 173. Amanda f Carelli 174. Arianna J Carlos 175. Ivan Carlos 176. David Carnalla 177. Alonzia D Carpenter 178. Nicholas W Carperos 179. Leslie A Carranza 180. Joshua J Carrasquillo 181. Samuel E Carrell 182. Ronal E Carrera 183. Ashley Carter 184. Lamont D Carter 185. Atland V Caruth 186. Jena Carvana 187. Alba E Castellanos 188. Ari J Castillo 189. Selena Castillo 190. Veronica Castleberry 191. Romando Caston 192. Edwin Castro 193. Jajuan L Catchings 194. Jawana J Catchings 195. Avion B Cathery 196. Emina Cazares - Jaimes 197. Ashanti Cedillo 198. Makayla M Cephus 199. Alexander M Cerda 200. Desmond L Chambers 201. Maniah M Chambers 202. Quincey Chambers 203. Cierra Artianna Chandler 204. Jasmine L Chandler 205. Raymond W Chandler 206. Linda Chapman 207. Taija R Charnley 208. Dennis Chary 209. Bridget A Chase 210. John A Chase 211. John T Chase

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212. Michael E Chase 213. Amari L Chatman 214. Israel Chavez 215. Victor Chavez 216. Ysabel Chavez 217. Kobye J Cheatham 218. Kojo T Cheatham 219. Adam J Chellberg 220. Vivian E Chellberg 221. Angela C Chereso 222. Stephanie Chhim 223. Amy N Chiero 224. Donald Chow 225. Kevyn Christopher 226. Obsvaldo Cielo Gallegos 227. Christopher J Cigoy 228. Angelica J Clara 229. Aaron D Clark 230. Ahniya E Clark 231. Christopher D Clark 232. Derrick Clark 233. Dorie T Clark 234. Emily K Clark 235. Davonte L Cline 236. Kamaron C Clinton 237. Monica L Clinton 238. Demetria Cobbs 239. Lashawn C Cocroft 240. James Coffey 241. Corneisha L Coleman 242. Gerald L Coleman 243. Jeremy Coleman 244. Reeshema Coleman 245. Emma Colgan 246. Devin R Collins 247. Morgan A Collins 248. Angel P Colon 249. Julisa Colon 250. Nessce Latese Colvin 251. Michelle R Conley 252. Tautiana F Conley 253. Brendan D Connell 254. Mia K Connelley 255. Jose L Contreras 256. Luis Contreras 257. Floyd P Conway 258. Darius L Cooper 259. Mercedes A Cooper 260. Brian W Corbin 261. Cyrus J Corbin 262. Maxine Corbin 263. Isabella M Cosentino 264. Kristen E Cotter

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265. Dontrice D Cotton 266. Ryan V Counts 267. Brandi P Cowan 268. Lacy A Cox 269. Shalonda L Cox 270. Monique l Craft 271. Anttone D Crawford 272. Ravonda T Crawford 273. Wonyae R Crawford 274. Justin Craycraft 275. Tyler Crittleton 276. Jamel C Crowder 277. Leigha Crowder 278. Jerard M Crowe 279. Michael Crump 280. Darwin Cruz 281. Sonia Cruz 282. Ashley Cruz Rivera 283. Archie A Cunningham 284. Lena A Cunningham 285. Naquan Curtis 286. Nyreke Curtis 287. Austin RT Cybulski 288. Maria Anabela Da Veiga 289. Eustacia M Daly 290. Porshe S Daniels 291. Jamal Daoud 292. Ahmani M Davis 293. Andrea A Davis 294. Bianca S Davis 295. Cedric B Davis 296. Clare E Davis 297. James Davis 298. Kyla E Davis 299. Lamont Davis 300. Lashayla Davis 301. Naomi Davis 302. Quinton J Davis 303. Thea Davis 304. Torrie Davis 305. Selena A Dawkins 306. Jazmin J De Jesus 307. Natalie De Lira 308. Guy M. DeFazio 309. Frederick M DeGroat 310. Joe W Delaurier 311. Michelle Delgado 312. Omar E Delgado 313. Victor Delgado 314. Shelly A Dempsey 315. Mariko C.I. Dennis 316. Aiolani A Dennison 317. Angelo S Dennison

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318. Aviana A Dennison 319. Giovanni F Dennison 320. Riceardo Denson 321. Alexandra Desrosiers 322. Frederique B Desrosiers 323. Jack G DeStefano 324. Roberto Diaz 325. Samantha Diaz 326. Sergio Diaz 327. Yasmin Diaz 328. Andrew J Dickerson 329. Jeffrey L Diebold 330. Savannah I Dieppa Brown 331. Michael N Diggs-Pinto 332. Danielle A Dill 333. Said Dillard 334. Dylan N Dimaano 335. Phillip Dix 336. Lamont Dixon-Peterson 337. Louis S Doby 338. Jordan A Dollinger 339. Leslie Dominguez 340. Patrick Dorn 341. Kendra M Dorough 342. Regina E Doss 343. Tamira Dotson 344. Vanessa Dotson 345. Robert L Dotson Jr 346. Lawnya Douse 347. Kathleen Doyle 348. Jason K Drago 349. Tamaurice L Drake 350. Makiylah S Drane 351. Desiree K Ducksworth 352. Dustin Z Duckworth 353. Angelina L Duenas 354. Ailise Mary Duffy 355. Jacki M Duffy 356. Robert A Duffy 357. DeAndre J Dunbar 358. Nykeshia D Dunford 359. T'etta T Dunmore 360. Tatiana J Dunning 361. Ben Dweh 362. Jonathon S Dyer 363. Kelle D Dyson 364. Ariel J Eagle 365. Ciara l Easley 366. Kiara S Easley 367. Andre Easton 368. Daekwon C Eaton 369. Lee R Edwards 370. Paula C Edwards

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371. James A Eisman 372. LeKeya C Elerby 373. Selena Elia 374. Raquel J Ellis 375. Thomas M Ellis 376. Jeremy D Epps 377. Dalissa Escamilla 378. Anthony Esparza 379. Hollis Y. Esposito 380. Arianna C Estrada 381. Miranda M Etheridge 382. Cinthya M Etienne 383. Brittone A Evans 384. Morgan J Evans 385. Kyron L Ever we 386. Sonya L Everett 387. Saulius Fabianovich 388. Kenneth Fain 389. Daevon N Ferguson 390. Agustin Fernandez 391. Fernando Fernandez 392. Jasmine B Fett 393. Johnny A Fields 394. Amber V Figueroa 395. Andrew Figueroa 396. Ashunti S Finley 397. Jordan E Fisher 398. Tara C Fitzgibbon 399. Michael T Flavin 400. Savannah Fleury 401. Erasmo Flores 402. Ivan Flores 403. Jose Flores 404. Raul Flores 405. Celia Flores De Romero 406. Briance D Fluker 407. Jodale J Ford 408. Vincent E Ford 409. Wendell P Ford 410. Jasmin Foster 411. Johhnie Foster 412. Nichelle Foster 413. Thomas J Foster 414. Tori G Fowler 415. Gabrielle E Fox 416. Lisa Franklin 417. Shakuria Franklin 418. Tori J Franklin 419. Rashonda K Frazier 420. Ariana N Freels 421. Courtney D Freeman 422. Dominique L Friday 423. Glenn R Frost

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424. Essence Fuery 425. Dekiya Fuliweily 426. Valerie T Gajcak 427. Jason Galan 428. Joseph R Gale 429. Juan C Gallegos 430. Maya G Galmore 431. Ashley M Gamez 432. Briana Gamez 433. Ruben Gamez 434. Niteeksha H Gandhi 435. Evelyn Garcia 436. Giovanni Garcia 437. Karina L Garcia 438. Luis F Garcia 439. Malik A Garcia 440. Patricia Garcia 441. Yolanda Garcia 442. Carina Garfias Jordan 443. Catrina I Garth 444. Andrea S Gathings 445. Brandon Gavin 446. Ayanna T Gayles 447. Ulysses Gaytan 448. Lorgie M. Genese 449. Imani M Gennell 450. Lucas P George 451. Riya Ghai 452. Jacob M Gibbons 453. Jared A Gibbons 454. Aarion A Gibson 455. Eveliz J Giler 456. Trent A Gillett 457. Sarai T Gilliam 458. Alexa Gillman 459. Conner D Giovenco 460. Kyle K Giron 461. Timothy D Glen 462. Aminah M Glenn 463. Donald F Glorch 464. Isaac E Glover 465. Nico J Goldberg 466. Christopher A Golden 467. April Gomez 468. Carolina Gomez 469. Jaciel GomezRuiz 470. Angela Gonzaga 471. Brandon Gonzalez 472. Princess Gonzalez 473. Renee F Gonzalez 474. Camilo A Gonzalez Piraban 475. Autumn R Goodrum-Davis 476. Dennis T Gordon

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477. Jonathan M Gordon 478. Robert J Gougis 479. Andrew Gould 480. Arthur Graham 481. Joshua G Granger 482. Andrea R Gray 483. Montez D Gray 484. Akeem J Green 485. Anthony L Green 486. Karen Green 487. Bria L Greene 488. Walela G Greenlee 489. Lauryn A Grier 490. Monae L Griffin 491. Naomi E Griffin 492. Shakema M Griffin 493. Sierra D Griffith 494. Ronnita Q Grimes 495. Aja Grissett 496. Jackson L Gronenthal 497. Alexis S Gross 498. Jalen Grover-Moore 499. Marcus W Gruvberger 500. Arleth Guardado 501. Tais A Guerra Luaena 502. Julian X Guerrero 503. Marcus L Guerrero 504. Patricia Guerrero 505. Amy M Guiliano 506. Randy Guillen 507. Anthony Gulley 508. Stephanie Haamid 509. Ricky S Hall 510. Sandrika R Hall 511. Susan M Halquist 512. Matt D Hammerly 513. Genesis L Hammonds 514. Mariah C Hamp 515. Brianna S Hampton 516. Fashonti S Hampton 517. Jason A Hampton 518. Juwan Hampton 519. Clashanna E Hankton 520. Esane Hansbrough 521. Sarah E Hardman 522. Kentrel J Harper 523. Marquese Harrell 524. Calvin J Harris 525. Charlena Harris 526. Creassi M Harris 527. Dashawn Q Harris 528. Denise Harris 529. Elizabeth A Harris

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530. Fredrianna D Harris 531. Janesha L Harris 532. Jonovan T Harris 533. Ramon J Harris 534. Stephanie C Harris 535. Teneshya Harris 536. Antonio L Harvest 537. Gabriele C Harvey 538. Makayla K Harvey 539. Elijah Hawkins 540. Latasha L Hawkins 541. Lazarus T Hawkins 542. Alicja Hawryl 543. Joequan T Hawthorne 544. Mahoganay N Hawthorne 545. Riley E Hayden 546. Anthony E Haymer 547. Anthony A Hayward 548. Latrell A Haywood 549. Myriah R Haywood 550. Rashawn Haywood 551. JaRhonda D Heard 552. Marquette E Hearon 553. Karl Joar Hedin-Krenn 554. Ingrid C Heenie 555. Tiara K Hemphill 556. Laquesha D Henderson 557. Terry M Henderson 558. Thomas J Henderson 559. Demetrius Henley 560. Zachory D Henry 561. Margaret E Heraty 562. Irene Herlihy 563. Angelo S Hernandez 564. Jose Hernandez 565. Nicolas Hernandez 566. Roxann M Hernandez 567. Sonia Hernandez 568. Yvette Hernandez 569. Bibiana Hernando 570. Fabiola Hernando 571. Violeta Hernando 572. Patricia Hernando Barrera 573. Adam M Herren 574. Bonita Jo Herren 575. ArjahNay Herron 576. James M Hickey 577. Milan N Higgins 578. Jalisa Hike 579. Anthony T Hill 580. Nijajuan Hill 581. Shanae J Hill 582. Ummah G Hill

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583. Gordon W HIll Jr 584. Reggie P Hilliard 585. Kenneth E Hines 586. Allison M Hlavacek 587. Dahnshiel Hobson 588. Edward X Hodges 589. Jermaine Hodges 590. Vershon L Hodges 591. Joseph A Hoffmann 592. Kelsey Hogan 593. Jayla K Hollins 594. Keandre D Hollis 595. Terrell Holman 596. Karli A Honroth 597. Latisha D Hood 598. Quess I Hood 599. Atieno G Hope 600. Julian P Hopkins 601. Daris M Horton 602. Dion M Horton 603. Jordana L Horwick-Wade 604. Andre J Howard 605. Verrinda R Hubbard 606. Evonna C Hudson 607. Stacy Huerta 608. Kyle A Hummel 609. Dallas G Hunt 610. LaTonia K Hunt 611. Javari L Hunter 612. Kayla J Hunter 613. Niesha Hunter 614. Bobby Hurley 615. Alfredo Hurtado 616. Hakeem Hutchins 617. Brandon J Ingram 618. Nathan A Irons 619. Oniel Isaacs 620. Xavier D Isom 621. Victor X Ivy 622. Fawaz Iyiola 623. Aisia J Jackson 624. Alexandra Jackson 625. Brian A Jackson 626. Calvin Jackson 627. Charles E Jackson 628. James C Jackson 629. Jamie R Jackson 630. Maisa G Jackson 631. Naimah Jackson 632. Paris Jackson 633. Shaquille Jackson 634. Charles Jacob 635. Benjamin William M Jacobs

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636. Ashley A Jacox 637. Rafael E Jaramillo 638. Francesca Jarrett 639. Michelle Jaszkowski 640. Marchee L Jelks 641. Ebony S Jenkins 642. Ronda P Jenkins 643. Brendan R Jensen 644. Jackie K Jeske 645. Bianca K Jimenez 646. Isaak Jimenez 647. Jelixsa J Jimenez 648. Amari M Johnson 649. Anthony B Johnson 650. Anton J Johnson 651. Cody B Johnson 652. Derrick E Johnson 653. Edward Johnson 654. Jahyra M Johnson 655. Jasmin J Johnson 656. Jasmine S Johnson 657. Latashia S Johnson 658. Lauren S Johnson 659. Mercedes K Johnson 660. Naffateria Johnson 661. Robert A Johnson 662. Rodney R Johnson 663. Ross B Johnson 664. Sydney O Johnson 665. Tacara Johnson 666. Taylor D Johnson 667. Teana Johnson 668. Terrence Johnson 669. Adhante Jones 670. Alaynna Jones 671. Amina T Jones 672. Cedrena D Jones 673. Cordero L Jones 674. Creona Z Jones 675. Crystal M Jones 676. Daniel L Jones 677. Ishaia Jones 678. Kiana L Jones 679. LaTangela S Jones 680. Marcus X Jones 681. Miara G Jones 682. Patrick Jones 683. Reginald Jones 684. Teontre T Jones 685. Orlander Jordan 686. Robin M Joseph 687. Daniela S Jurado 688. Ian P Kallman

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689. Aginah Kamal 690. Olivia R Kamin 691. Angelina R Kapp 692. Majid Karimian 693. Leonidas C Kartsonas 694. Kaila M Kasper 695. Mara M Kavalauskas 696. Jeffrey D Keefe 697. Daniel T Keeling 698. Kelli R Keinath 699. Bintou Keita 700. Aurora R Keller 701. Quantrel J Kellum 702. Cortlyn M Kelly 703. Marques Kelly 704. Cydney M Kent 705. Ayayi Kessouagni 706. Caleb I Khan 707. Gabriela Kieta 708. Izabela Kieta 709. Arthur E Kimble 710. Diamond King 711. DiaQuan D King 712. Kathryn A Kingston 713. Walter J Kipp 714. Samuel V Klaczynski 715. Conor H Klump 716. Joseph M Knight 717. Marquis P Knowles 718. Joshua M Kostanski 719. Heaven A Kostecka 720. Emily Kottwitz 721. Nour Krayem 722. Kayla E Krueger 723. Maximilian A Krupczynski 724. Octavius S Kyles 725. Anthony D LaBon 726. Secquoyah J Lacy 727. William T Lagrone 728. Talahia T Lake 729. Bernard Lampkin 730. Johnathen R Lampley 731. Terry L Lane 732. Shanell Langford 733. Amy N Lannen 734. Hector Laporte 735. Blake D LaTurno 736. Jessica R Lauber 737. Marissa R Laurie 738. Patricia M Lawler 739. Aaron A Lawrence 740. Jonathan Laxton 741. Ricky P Le

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742. Derek W Lee 743. Ena R Lee 744. Jade s Lee 745. Lauren Lee 746. Tiera L Lee 747. Charles D Lemke-Bell 748. Kenneth A Lemon 749. John E Lemond 750. George A Leon-Ancira 751. Julian B Lester 752. Kristin Letsinger 753. Cierra S Lewis 754. Treshana V Lewis 755. Makenzie M Ligue 756. Andrew E Lim 757. Jessica Lima Moran 758. Victoria I Limon 759. Kadeja Lindsey 760. Kemisha N Lindsey 761. Karon E Linton 762. Jonathon B Lips 763. Benjamin R Lobel 764. Matthew J Lobman 765. Quintas K Lockett 766. Mario A Lomeli Perez 767. Jason London 768. Alicia N Lopez 769. Cooper Lopez 770. Perla Lopez 771. Camille Love 772. Jameka M Love 773. Javar D Love 774. Mekyela R Love 775. Janell J Lovett 776. Brelynn S Lowery 777. Meaghan E Luginbyhl 778. Tyrese L Lumpkins 779. Angelo A Luna 780. Anthony J Luna 781. Jennifer K Luna 782. D'Yontae Luster 783. Shalante j Lymon 784. Namanjaba O Mabwa 785. Morgan L MacIntyre 786. Donnivan J Mackey 787. Terry J Macygin 788. Kathy M Madia 789. Perla R Magana 790. David G Maganda 791. Maria Maganda 792. Jamee MaGee 793. Nada Mahan 794. Damien A Malak

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795. Fin A Malone 796. Joanna L Mancilla 797. Nichale Mann 798. Michelle Marcy 799. Alberto Mares 800. Lillijiana Maris-Mustafa 801. Cameron J Markuson 802. Sven Marnauzs 803. Michelle Marotta 804. Veronica Marotta 805. Maynor F Marroquin 806. Collia D Martin 807. Eduardo Martinez 808. Jacquelyn Martinez 809. Julie Martinez 810. Katherine Martinez 811. Michelle Martinez 812. Rebecca M Martinez 813. Salvador Martinez 814. Tony Martinez 815. Wendy I Martinez 816. Manuel Martinez Jr 817. Tyrome R Mason 818. Mariah L Mast 819. Gabriel G Mata 820. Rebecca A Mathew 821. Tara Lyn Matthews 822. Tierra Matticx 823. Rashaun J Mayberry 824. Carter Mayes 825. Brianna N Mazor 826. Charlance McBride 827. Canard S McCain 828. Emanuel P McCarter 829. Imani C McChristion 830. Lazaria Z Mcclain 831. Dru M McClelland 832. Anthony D McCline 833. Patrick K McCollum 834. Anfernee S McCormick 835. Delois McCoy 836. Kendal A McCoy 837. Brian A Mccraw 838. Keirra M McDaniel 839. Kyleigh J McDavis 840. Octayvia M McDonald 841. Jasmine J McDuffie 842. Phillisa McDuffie 843. Krystal L McGee 844. James E McGinnis 845. Carrington L McGowan 846. Greta McGuire 847. Colette Mckenzie

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848. Dakota L Mckeown 849. Kamari D Mcmillen 850. Jewel S Mcwell 851. Parker C Mee 852. Nelson O Mefful 853. Victor Manuel Mejía 854. Abel D Melendez 855. Benny A Melendez 856. Ivan L Melendez 857. Christian E Mellado 858. Ana Melo 859. Diego Mendieta 860. Ivan Mendoza 861. Rogelio Mendoza Martinez 862. Samhar Y Mengistu 863. Briana Mercado 864. Jose F Mercado Sr 865. Paige M Micele 866. Chikoda T Middlebrook 867. Andre F Milcent 868. Francisco Millan 869. Dmarcus M Miller 870. Laquinta Miller 871. Rochelle A Miller 872. Vincent C Millison 873. Michael A Miranda 874. Sofia L Mirshed 875. LaShawnda D Mitchell 876. Melya R Mitchell 877. Nehemiah B Mitchell 878. Saintario N Mitchell 879. Janjira N Mizelle 880. Martin K Mocs 881. Amir A Mohammed 882. Michelle Montenegro 883. Gisell Y Montesinos 884. Mehia M Montgomery 885. Jassmine B Moore 886. Jeremiah E Moore 887. Marisa Moore 888. Maya M Moore 889. Sana M Moore 890. Kyle J Moorehead 891. Katelyn T Morgan 892. Marcel D Morgan 893. DeAngelo M Morris 894. Megan Morrison 895. Tara D Morrow 896. Jannah Mosi 897. Kyle D Moten 898. Aaron Motin 899. Lateefah Muhammad 900. Danielle Mullins

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901. Jessica A Muniz 902. Alexis Munoz 903. Monica Munoz 904. Oscar Murillo 905. Christopher J Murphy 906. Daniel T Murphy 907. Hope S Murphy 908. Robert W Murphy 909. Takerra J Murphy 910. Jarais Musgrove 911. Tyler L Myers 912. Jillian E Nalezny 913. Ahmad J Nasrieh 914. Kea Nation 915. Jaime Navarrete 916. Marisol Navarrete 917. Ruby Navarrete 918. Domingo Navarro 919. Jose H Navarro 920. Kaylah D Negron 921. Roderick A Neish 922. Delesia S Nelson 923. Diamond D Nelson 924. Kevin L Newman 925. Jacquelin Nicholas 926. Ryan R Nicholson 927. Samuel R Nicholson 928. Javier Nicolas 929. Nevena Nikolic 930. Brianna B Nissim-Sabat 931. Jacin R Nixon 932. Shukura B Nixon 933. Aaliyah C Norah 934. Sylvester Norfleet 935. Chris Nunez 936. Jonathan D Nunez 937. Naomie T Nwagwu 938. Katie Oates 939. Alexandra P Obert 940. Joseph O'Btien 941. Adriana Oceguera 942. Ashley O'Donnell 943. Luis F Olivares 944. Derrell D Oliver 945. Brandon Oliveros 946. Andrew L Olmstead 947. Sarah E Olson 948. Antonio Ortega 949. Ociel Ortega 950. Reyna Ortega 951. Lizzette Ortiz 952. Stephanie Ortiz 953. Eric A Osborn

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954. Makayla Osborne 955. Savannah M Osborne 956. Ricky Oscar 957. Estephanie M Osornio 958. Rakiya Osumanu 959. Maegan J O'Toole 960. EA Ezeldra Anne Outlaw 961. Anastasia D Oviedo 962. Alexia Pacheco 963. Jose Pacheco 964. Christopher Padgett 965. Bryan U Padilla 966. Yvette E Padin 967. Pablo L Palafox 968. Anthony I Palmer 969. Jason E Parks 970. Jonathan Parnell 971. Hunter Partlow 972. Purvi N Patel 973. Chandler P Patterson 974. Nancy M Patterson 975. Sky S Patterson 976. Omar J Payton 977. Angelina R Paz 978. Lauren A Pearson 979. Ziana Pearson-Muller 980. Angel Pedroza 981. Tashawn M Peerman 982. Armando Pena 983. Lyndon Pendleton 984. Maceo Penn 985. Julia Peres Guimaraes 986. Nancy Pereyra 987. Jose L Perez 988. Pablo Perez 989. Adriana Perez Hernandez 990. David L Perkins 991. Giovanni Perlloni-Medina 992. Jeffrey B Perry 993. Jordan A Perry 994. Quindin Perry 995. Andrew R Petty 996. Ruby Petty 997. Chantice Phelps 998. Jeremiah E Phelps 999. Marcus D Phillips 1000. Regis Phillips 1001. James G Pickett 1002. Christopher L Pike 1003. Danielle I Pilate 1004. Raphael D Pinkney 1005. Carletta A Pittman 1006. Cyaira Plase

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1007. Khadijah M Poindexter 1008. Jade Pope 1009. Armani A Porter 1010. Dashi B Porter 1011. William C Porter 1012. David P Portis 1013. Sade N Positano 1014. Herman Poster 1015. Jesus E Pouchoulen 1016. Keira L Powe 1017. Cedeja M Powell 1018. Noemi L Powell 1019. Shelton C Powell 1020. Stephanie A Powell 1021. Delexus D Prater 1022. Ian M Prekezes 1023. Andreas A Prince 1024. Camisha K Prince 1025. William D Pritz 1026. Randy R Pryor 1027. Alexander Puetz 1028. Ashante T Pughsley 1029. Serena H Puleikis 1030. Exzavier Puryear 1031. Tavari L Qualls 1032. Brianna Quarles 1033. Kailyn Quinn 1034. Angelica I Quintana 1035. Armin Quintero 1036. Jessica Iliane Quintero Cortes 1037. Alexander T Rafacz 1038. Soumya P Ramineni 1039. Brian Ramirez 1040. Carlos Ramirez 1041. Denise Ramirez 1042. Enrique Ramirez 1043. Jesus Ramirez 1044. Karla V Ramirez 1045. Karla Ramirez 1046. Martin R Ramirez 1047. Mauricio J Ramirez 1048. Richard A Ramirez 1049. Ricardo Ramos 1050. Shemar C Ramos 1051. Jessica M E Rance 1052. Thomas M Rancich 1053. Ariel Randall 1054. Tayveon L Randle 1055. Jaquan Randolph 1056. Karim J Rasheed 1057. Uriel Raya 1058. Daniel R Rebich 1059. Keonmartell Redmond

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1060. Charles D Reed 1061. Cayla M Rempson 1062. Edwin J Rendon 1063. Patrick Reponse 1064. Michelle M Restivo 1065. Claudia G Reyes 1066. Daisiree O Reyes 1067. Domunique J Richardson 1068. Gabrielle A Richardson 1069. Marlene S Richardson 1070. Michael Richardson 1071. Tasha D Riddle 1072. Earl Lee Justine P Rigos 1073. Chauncey D Riley 1074. Milton Riley 1075. Oluwatobi A Rinola 1076. Eboni Rivera 1077. Guadalupe Rivera 1078. Marcos A Rivera 1079. Riece M Rivera 1080. Sonia Rivera 1081. Savannah I Rivera-Agapay 1082. Seth Kian Raymund Rizarri 1083. Jeff M Robert 1084. Marvin D Robertson 1085. Sara Beth Robin 1086. Destiny M Robinson 1087. Nickoy C Robinson 1088. Quinceton J Robinson 1089. Erik L Rocha 1090. Rigoberto Rocha 1091. Torrey T Roddy 1092. Carlos Rodriguez 1093. Destiny J Rodriguez 1094. Grace H Rodriguez 1095. Kira H Rodriguez 1096. Lisa M Rodriguez 1097. Nicolas Rodriguez 1098. Sammy D Rodriguez 1099. Roberto Rodriguez Jr 1100. Brianna E Rogers 1101. Matthew J Rogers 1102. Elizabeth Rojas 1103. Moises Rojas Jr 1104. Gerardo Rojas Mejia 1105. Francisco D Rojas Rivera 1106. Alejandro Roman 1107. Cera J E Roman 1108. Jasmine Roman 1109. Cesar A Romero 1110. Megan I Rooth 1111. Marissa L Ross 1112. Nicholas A Ross

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1113. Raymond R Roundtree 1114. China Ruffin 1115. Felicia Ruffin 1116. Ella C Ruiz 1117. Anthony P Russell 1118. Julian F Russell 1119. Devante Rutledge 1120. Kassandra A Ruvalcaba 1121. Jacob P Ryan 1122. Cameron D Sabbs 1123. Kevin J Sabbs 1124. Joshua M Sahadeo 1125. Daniel Salazar 1126. David Salinas 1127. Terry J Sallay 1128. Tina M Samuel 1129. Maria E Sanchez 1130. Nicasio Sanchez 1131. Nya K Sanders 1132. Symphoni Sanders 1133. Theresa Sanders 1134. Auguste Sanderson 1135. Jason Sandoval 1136. Malik Sanni 1137. Alberto C Santiago 1138. Ana Santos 1139. Andrew H Santos 1140. Christopher J Santos 1141. Oscar Santos Ochoa 1142. Julissa Santoyo 1143. Yolanda Santoyo 1144. Rodolfo A Saucillo 1145. Jasmine R Savage 1146. Roman G Schluter 1147. Brianna M Schneider 1148. Kendrick P Schultz 1149. Emily L Schur 1150. Angela A Scott 1151. Bianca S Scott 1152. Denzell J Scott 1153. Kervante l Scott 1154. Korey D Scott 1155. Ruby S Scott 1156. Sharina T Scott 1157. Malik S Seaton 1158. Marquise D Seaton 1159. Martina Sebastian 1160. Orvin Sebastian 1161. Quinn Sebastian 1162. Justin C Seida 1163. Jose L Serna 1164. Dhvani D Shah 1165. Brandon D Shanklin

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1166. Korrey L Shelton 1167. Kolbie D Sherrell 1168. Gerlisa D Shipman 1169. Clarence T Shivers 1170. Jana Shores 1171. Benjamin C Siambekos 1172. Asaiah Siggers 1173. Edgar Silva 1174. Gregory D Silva 1175. Bernice S Simmons 1176. Jhaaliyah Simmons 1177. Keveonia T Simmons 1178. Millard Simmons 1179. Dartanyun Antonio Sims 1180. Rakmanjot Singh 1181. Saurabh Singh 1182. Tyler D Singletary 1183. Kathleen M Sisler 1184. Lisa Skinner 1185. Chris A Slater 1186. Denzell J Slaton 1187. Allison H Smith 1188. Candis Y Smith 1189. Chainie E Smith 1190. Lucas Smith 1191. Makaalah A Smith 1192. Marie Smith 1193. Maris L Smith 1194. Nia Smith 1195. Quintavia D Smith 1196. Tarvies D Smith 1197. Trayvon K Smith 1198. Tyhelia Smith 1199. Tynesha Smith 1200. Deonna L Smoot 1201. Oscar A Solares 1202. Tatiana A Solis 1203. Yana Solodukha 1204. Valerie Som 1205. Megumi Sonoda 1206. Romeo Sosa 1207. Vanesa Soto 1208. Airreanna L Spann 1209. Joseph V Sparks 1210. Solomon M Spaulding 1211. Michael D Sperling 1212. Andrea St John 1213. Lance J St Laurent 1214. Skylar L Stafford 1215. Makyva Starnes 1216. Gregory D Stepney 1217. Brian K Stewart 1218. Brooke V Stewart

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1219. Monica I Stimage 1220. Alexander Stinnett 1221. Keyon T Stinson 1222. Domonique Stokes 1223. Kayla Stokes 1224. Guarino J Stolfa 1225. Jessica Stoppenbach 1226. Kelsey Stoudmire 1227. Jordan K Strickland 1228. LaTisha S Sturdivant 1229. Matthew L Sullivan 1230. Caroline M Surges 1231. Jarvis N Surratt 1232. Chakeyah Sutton 1233. Ryan Svitak 1234. Joshua Swanigan 1235. Joseph Tabares 1236. Lamond A Talbert 1237. Carlos R Tamayo 1238. Martha F Tamayo 1239. Jonathan R Tappin 1240. Tyeria T Tart 1241. Mark A Tassani 1242. Ataigianna K Tate 1243. Henry A Tate 1244. Benjamin Taubman 1245. Kendal Taylor 1246. Kieron E Taylor 1247. Lena J Taylor 1248. Tiffany T Taylor 1249. Vernon B Taylor 1250. Servis Terolli 1251. Derek Terry 1252. Charles Tetteh 1253. Corey J Thomas 1254. DaMillion D Thomas 1255. Daniah Thomas 1256. Destany Thomas 1257. Gregory K Thomas 1258. Jarrell D Thomas 1259. Jonathan A Thomas 1260. Joshua N Thomas 1261. Judah E Thomas 1262. Makeda Thomas 1263. Michael Thomas 1264. Natoya Thomas 1265. Shakonna M Thomas 1266. Valerie Thomas 1267. Aubryn D Thompson 1268. Deshaja AD Thompson 1269. Duane H Thompson 1270. Eric A Thompson 1271. Isaiah Z Thompson

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1272. Kierra D Thompson 1273. Raul J Tijerina 1274. Gary R Timm 1275. Diana I Tirado 1276. Edgar A Torres 1277. Gianna M Torres 1278. Lasly Torres 1279. Roxana Torres 1280. Suriel Torrijos 1281. Joshua A Towbridge 1282. Jacquese Toy 1283. Jillian M Trafton 1284. Ashley Trapp 1285. Porsha Treadwell 1286. Brian A Treviño 1287. Lana Trickovic 1288. Danny R Triplett 1289. Christine A Trotto 1290. Bethany B Tucker 1291. Adam J Tuft 1292. Brianna S Turner 1293. Danielle Turner 1294. Patrick D Tyler II 1295. Terry Tyshaun 1296. Katherine I Uphues 1297. Nicholas E Uplegger 1298. Fabian J Urgilez 1299. Adimnachi E Uzokwe 1300. Luis A Valdivia 1301. Carlos Valencia 1302. Elias Valencia 1303. Ethan Valenciana 1304. Dominique P Valentine 1305. Ethan M Valeo 1306. Amy R Van Geertry 1307. Alexandria Vanwitzenburg 1308. Juan Vargas 1309. Samuel Vargas 1310. Gregory Varghese 1311. Amber Y Velasquez 1312. Taski E Velasquez 1313. Joseph G Velez 1314. Hugo Ventura 1315. Alina Vielma 1316. Elijah Xavier Villa 1317. Brandon Villalobos 1318. Catalina Villalobos 1319. Jasmine Villalobos 1320. Julian A Villar 1321. Lorenzo Villegas 1322. Madeleine Vital 1323. Juan I Vivona 1324. Kaitlyn J Vranek

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1325. Derrel Wade 1326. Cheyenne Walker 1327. Dedra C Walker 1328. Delante E Walker 1329. Devere Fernando Walker 1330. Diane Walker 1331. Marcus D Walker 1332. Maurice Walker 1333. Quintin J Walker 1334. Quiron J Walker 1335. Quiryon J Walker 1336. Rebecca Walker 1337. Arie'l Walls 1338. DeAndre Walters 1339. Derrick D Walton 1340. Quijna C Walton 1341. Ieisha C Ward 1342. John Wardrop 1343. Atavicka Ware 1344. Passion J Ware 1345. Donnetta Warren 1346. Travis S Warren 1347. Juwan D Washington 1348. Malik K Washington 1349. Antia L Watkins 1350. Jasmine B Watkins 1351. Leon Watson 1352. Traci L Watt 1353. Elliott L Watts 1354. Justice B Way 1355. James F Webb 1356. Bernard Webster 1357. Briana Shavonne Webster 1358. Timothy R Weems 1359. Tayhiana I Welch 1360. Latasha Wells 1361. Christopher A West-Umbra 1362. Lauren E Wheeler 1363. Anna White 1364. Edward J White 1365. Lydia M White 1366. Sarah White 1367. Shaquilla S White 1368. D'Ondre Whitehead 1369. Jameelah J Whitsett 1370. Kahlia B Wilbourn 1371. Dawn M Wilkerson 1372. Joshua L Wilkes 1373. Malorie N Wilkes 1374. William Wilkins 1375. Rasha Wilks 1376. Allen Williams 1377. Antonio D Williams

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1378. Antwon M Williams 1379. April L Williams 1380. Dae Jae M Williams 1381. Ebony Williams 1382. Gabriella T Williams 1383. Gabrielle D Williams 1384. Jaden K Williams 1385. Jahlon C Williams 1386. Keith Williams 1387. Kendall M Williams 1388. Khalil M Williams 1389. Stephanie C Williams 1390. Travoughntay A Williams 1391. Alexis C Williamson 1392. Alexis K Willis 1393. Corey Wilson 1394. Grant A Wilson 1395. Taylor R Wilson 1396. Tyrone Wilson 1397. William A Wilson 1398. Deanna Winston 1399. Jordyn A Winston 1400. Gregory Wise 1401. Robert W Witkovich 1402. Asia A Wofford 1403. Desiray A Wojtas 1404. Peter B Womack 1405. Jada J Woodard 1406. Jeremiah D Woods 1407. Larajgene A Woods 1408. Faith Works 1409. Destiny S Wright 1410. Joseph Wright 1411. Selaney M Yancey 1412. Quincy D Yarrington 1413. Rachel M Yates 1414. Anthony D Yates Jr. 1415. Luis Yepes 1416. Eric Young 1417. Shantasia A Young 1418. Eric A Zaba 1419. Elizabeth A Zanca 1420. Samantha A Zarate 1421. Jorie Zarbin 1422. Martin J Zeferino 1423. Yicel Zermeno 1424. Isis N Zollicoffer 1425. Leslie Zriny 1426. Alexandro A. Zuniga 1427. Flor Zuniga

4815-3959-1096.4 104792.1002

Case: 1:19-cv-07012 Document #: 60-2 Filed: 10/26/20 Page 1 of 6 PageID #:497

EXHIBIT 2 Case: 1:19-cv-07012 Document #: 60-2 Filed: 10/26/20 Page 2 of 6 PageID #:498

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

KATHERINE MARTINEZ, individually and behalf of all others similarly situated,

Plaintiff, Case No. 1:19-cv-07012

v. Honorable Sara L. Ellis

NANDO’S RESTAURANT GROUP, INC.,

Defendant.

FINAL APPROVAL ORDER, FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

The above-captioned matter (the “Action”) having come before the Court on Plaintiff’s

Motion For Final Approval of Class Action Settlement, the terms of which are set forth in the Class

Action Settlement, as amended by the Parties’ Stipulation Regarding Inadvertently Omitted Class

Members (the “Settlement Agreement”) between Plaintiff Katherine Martinez (“Plaintiff”) and

Nando’s Restaurant Group, Inc. (“Nando’s” or “Defendant”) (collectively referred to as the

“Parties”) and Plaintiff’s Unopposed Motion for Final Approval of Class Action Settlement, for

Attorneys’ Fees, Expenses, and Incentive Awards, having been advised in the premises, and having duly considered the papers and arguments of all interested parties, and having held a Final

Approval Hearing on October 28, 2020 hereby orders:

1. Unless defined herein, all capitalized terms in this Order shall have the respective meanings ascribed to the same terms in the Settlement Agreement.

2. This Court has subject-matter jurisdiction to approve the Settlement Agreement, including all attached exhibits, and personal jurisdiction over all Parties to the Action, including all Settlement Class Members. Case: 1:19-cv-07012 Document #: 60-2 Filed: 10/26/20 Page 3 of 6 PageID #:499

3. On June 22, 2020, this Court preliminarily approved the Settlement Agreement and certified, for settlement purposes, the Settlement Class defined “all individuals who worked at a

Nando’s restaurant in Illinois and who enrolled in the fingertip scanning feature of the Point of

Sale device at any Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019.”

4. Notice to the Settlement Class has been provided to the fullest extent reasonably possible in accordance with the Court’s Preliminary Approval Order, and the substance of and dissemination program for the Notice, which included direct notice through the U.S. Mail, which provided the best practicable notice under the circumstances and was reasonably calculated, under the circumstances, to apprise the Settlement Class of the pendency of the Action and their rights to object to or exclude themselves from the Settlement Agreement and to appear at the Final

Approval Hearing; was reasonable and constituted due, adequate, and sufficient notice to all persons entitled to receive notice; and fulfilled the requirements of Federal Rule of Civil Procedure

23 and due process.

5. The Settlement Agreement was the result of arm’s-length negotiations conducted in good faith by experienced attorneys familiar with the legal and factual issues of this and is supported by Plaintiff and Class Counsel. The Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering in to and implementing the Settlement

Agreement. Class Counsel’s preliminary appointment is confirmed.

6. The Settlement Agreement is fair, reasonable, and adequate as to, and in the best interests of, the Settlement Class in light of complexity, expense, and duration of the litigation and the risks involved in establishing liability and damages in maintaining the class action through trial and appeal.

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7. The Settlement consideration, including the Maximum Gross Settlement Amount of One Million Seven Hundred Eighty-Seven Thousand Dollars and No Cents ($1,787,000.00 ) constitutes fair value given in exchange for the Released Claims against the Released Parties. The

Court finds the Settlement Formula and the consideration to be paid to Settlement Class Members is reasonable, considering the facts and circumstances of the claims and affirmative defenses available in the Action and potential risks and likelihood of success of alternatively pursing litigation on the merits.

8. No Settlement Class Member has objected to any of the terms of the Settlement

Agreement. The sole member of the Settlement Class who has opted-out of the Settlement is

Aashin A. Amin.

IT IS THEREFORE, ORDERED, ADJUDGED, AND DECREED THAT:

9. The Settlement Agreement is finally approved as fair, reasonable, and adequate as to, and in the best interests of, the Settlement Class Members. The Parties are directed to implement and consummate the Settlement Agreement according to its terms and conditions.

10. The Settlement Class is certified for purposes of settlement only.

11. The sole member of the Settlement Class who has opted-out of the Settlement is:

Aashin A. Amin

12. The Parties and Settlement Class Members are bound by the terms and conditions of the Settlement Agreement

13. The Settlement Agreement is hereby finally approved in all respects, and the Parties are hereby directed to perform its terms.

14. Other than as provided in the Settlement Agreement and this Order, the Parties shall bear their own costs and attorneys’ fees.

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15. Upon the Effective Date of the Settlement Agreement, Plaintiff and Settlement

Class Members by operation of this Final Judgement shall be fully bound by the release set forth in the Parties’ Settlement Agreement and are hereby permanently barred and enjoined from filing, commencing, prosecuting, intervening in or participating (as class members or otherwise) in any

Released Claim under the Parties’ Settlement Agreement.

16. The Parties may, without further approval from the Court, agree to and adopt such amendments, modifications, and expansions of the Settlement Agreement and its implementing documents (including all exhibits) that (i) shall be consistent in all material respects with this Final

Judgement; and (ii) do not limit the rights of the Settlement Class Members.

17. The Court awards to Class Counsel $595,666.67 as a fair and reasonable attorneys’ fee, which shall include all attorneys’ fees associated with the Action. In addition, Class Counsel shall receive reimbursement of costs in the amount of $902.47 associated with the Action. These amounts shall be paid out of the Settlement Fund as called for in the Parties’ Settlement

Agreement.

18. The Court awards to the Class Representative a Service Award of $7,500 for his time and effort serving the Settlement Class in this Action. This amount shall be paid from the

Settlement Fund pursuant to the terms of the Settlement Agreement.

19. The Court approves the payment of the fees and expenses incurred by the

Settlement Administrator as approved by Class Counsel. This amount shall be paid from the

Qualified Settlement Fund pursuant to the terms of the Settlement Agreement.

20. The Court dismisses the Action on the merits and with prejudice.

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21. The Court finds that Defendant’s sole continuing obligation in respect to this litigation shall be to duly perform the duties and obligations expressly made by it under the Parties’

Settlement Agreement.

22. Without affecting the finality of this Final Judgment for purposes of appeal, the

Court retains jurisdiction as to all matters related to the administration, consummation, enforcement, and interpretation of the Settlement Agreement and this Final Judgment, and or any other necessary purpose.

IT IS ORDERED.

ENTERED:______

JUDGE:______

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EXHIBIT 3 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 2 of 14 PageID #:504

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRIC OF ILLINOIS EASTERN DIVISION

KATHERINE MARTINEZ, individually and ) on behalf of all others similarly situated, ) ) Plaintiff, ) Case No. 1: l 9-cv-07012 v. ) ) District Judge Sara L. Ellis NANDO'S RESTAURANT GROUP, INC. ) ) Defendant. ) )

DECLARATION OF DUE DILIGENCE

I, Caroline P. Barazesh, pursuant to 28 U.S.C. § 1746, state as follows:

1. I am over the age of twenty-one. I am competent to give this declaration. This declaration is true and correct to the best of my knowledge, information and belief.

2. I am currently a Director for Analytics Consulting LLC (hereinafter "Analytics"), located at 18675 Lake Drive East, Chanhassen, Minnesota, 55317. In my capacity as Director, I am responsible for settlement administration in the above-captioned litigation.

3. Analytics was engaged to provide settlement administration services in the

Martinez v Nanda 's Restaurant Group, Inc. case. In this capacity, Analytics was charged with

(a) establishing and maintaining a related settlement fund account; (b) establishing and maintaining a calendar of administrative deadlines and responsibilities; ( c) printing and mailing the Notices of Class Action Settlement; (d) receiving and validating Requests for Exclusion or

Objections submitted by Class Members; (e) processing and mailing payments to Class

Members and Class Counsel; and (g) other tasks as the Parties mutually agree or the Court orders Analytics to perform. Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 3 of 14 PageID #:505

4. On June 22, 2020, Analytics received the Court-approved Notice of Class Action

Settlement ("Class Notice"). The Notice advised Class Members of their right to request

exclusion from the Settlement, object to the Settlement and the implications of each such actions.

The Notice advised Class Members of applicable deadlines and other events, including the Final

Approval Hearing, and how they could obtain additional information.

5. On July 6, 2020, Counsel for Defendant provided Analytics with a mailing list

("Class List") containing Class Members' names, last known mailing address, birth date, partial

Social Security Numbers, email addresses where available and telephone numbers where

available. The Class List Defendant provided to Analytics contained data for 1,427 employees.

6. The mailing addresses contained in the Class List were processed and updated

utilizing the National Change of Address Database ("NCOA") maintained by the U.S. Postal

Service. The NCOA contains requested changes of address filed with the U.S. Postal Service. In the event that any individual had filed a U.S. Postal Service change of address request, the

address listed with the NCOA would be utilized in connection with the mailing of the Notice

Packets.

7. On March 23, 2020, Analytics mailed the approved Class Member Notice to the

most current mailing address of 1,427 Class Members via USPS First Class Mail. A copy of the

Notice is attached hereto as Exhibit 1. On the same day, Notice was sent by text to 155 phone

numbers for 151 Class members with phone numbers in the Class List data and by email to 26

Class members with email addresses in the Class List data.

8. Analytics established a toll-free phone number of 855-913-0120 and an email box

at NandosBIP [email protected] to provide assistance and information to Class

Members. The phone number and email address were included in the Class Notice.

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9. On September 8, 2020, Nando's Counsel provided Analytics with a supplemental mailing list containing names, phone number, Social Security Numbers and last known mailing addresses for 3 72 additional Class Members who had been inadvertently missed off the original

Class List.

10. The mailing addresses contained in the supplemental Class List were processed and updated utilizing the National Change of Address Database ("NCOA") maintained by the

U.S. Postal Service. After comparing the list with the existing Class List, eleven duplicate records were identified and excluded from the supplemental mailing list. One record with no address was identified, and Analytics was unable to locate a mailing address, so that record was excluded from the supplemental mailing list. The resulting supplemental mailing list contained

360 Class Members.

11. On September 10, 2020, Analytics mailed the approved Notice of Class Action

Settlement ("Notice") to the most current mailing address of the 360 supplemental Class

Members via USPS First Class Mail. An extended opt out deadline of October 22, 2020 was included in the Notice. On the same day, Notice was sent by text to 105 phone numbers for 105

Class members with phone numbers in the supplemental Class List data and by email to 1 Class member with an email address in the supplemental Class List data.

12. If a Class Notice was returned by the USPS as undeliverable and without a forwarding address, Analytics performed an advanced address search on these addresses by using Experian, a reputable research tool. Analytics used the name and previous address to locate a current address. Two hundred and twenty-five (225) Class Notices from the original mailing were returned to Analytics as undeliverable by USPS. From the address research, Analytics

located fifty-seven (57) updated addresses and Class Notices were mailed to the updated

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addresses. Seventy-nine (79) Class Notices from the supplemental mailing were returned to

Analytics as undeliverable by USPS. From the address research, Analytics located twenty-four

(24) updated addresses and Class Notices were mailed to the updated addresses. Four Class

Notices were returned as undeliverable by the Post Office to Analytics after the address research was carried out. In addition, Analytics promptly mailed the Class Notice to 29 updated addresses provided by the Post Office and 35 updated addresses provided by Class Counsel and Class

Members.

13. All 256 Class Members received their text message. Of the 27 Class Members with email addresses, 6 Class Members did not receive their Notice by email. Of those 6 Class

Members, only one did not receive a Class Notice by mail or text. Overall, out of 1,787 Class

Members, Class Notice was successfully delivered by mail, text or email to 1,604 Class

Members. Only 183 Class Members or 10.24% of Class Members did not receive notice at all.

14. Class Members could opt out of the proposed settlement by mailing a written statement requesting exclusion from the Class to Analytics by August 31, 2020 for the first notice mailing and October 22, 2020 for the supplemental mailing. One timely opt-out was received by Analytics and is attached as Exhibit 2.

15. Class Members could object to the proposed settlement by mailing a written statement objecting to the settlement to Class Counsel, Defendant's Counsel, and the Clerk of the

Court by August 31 , 2020 for the first Notice mailing and by October 22, 2020 for the

supplemental Notice mailing. No objections were received by Analytics.

I declare under penalty of perjury that the foregoing is true and correct.

c f g ~~"=>-- Dated: October 22, 2020 Caroline P. Barazesh

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EXHIBIT 1 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 7 of 14 PageID #:509

NOTICE OF CLASS ACTION SETTLEMENT Martinez, et al. v. Nando’s Restaurant Group, Inc. Case No. 1:19-cv-07012

ABC1234567890 Claim Number: 1111111 *PFS0000021DBC* JOHN Q CLASSMEMBER 123 MAIN ST APT 1 ANYTOWN, ST 12345

What Is this Lawsuit About?

The Lawsuit alleges that Nando’s violated the Illinois Biometric Information Privacy Act (“BIPA”) by requiring employees to use a fingertip scanning feature of the Point of Sale device at any Nando’s location in the state of Illinois that allegedly collected, stored, and transferred their biometric data without following the notice and consent requirements of BIPA. Nando’s has denied all liability and wrongdoing. Both sides agreed to the settlement to resolve the case. The Court did not decide whether Nando’s violated the law.

You can learn more about the Lawsuit or review the Settlement Agreement by contacting Class Counsel, The Fish Law Firm P.C. at (630) 355-7590 or [email protected].

Who Is Included in the Settlement?

The settlement includes all individuals who worked at a Nando’s restaurant in Illinois and who enrolled in the fingertip scanning feature of a Point of Sale device at any Nando’s location in the state of Illinois from May 20, 2015 to October 1, 2019 (“Settlement Class”).

What does the Settlement Provide?

The parties estimate that about $917,380.90 (“Net Settlement Amount”) will be available for distribution to Settlement Class Members. The Net Settlement Amount is the Settlement Fund, estimated to be $1,427,000, minus the following deductions, which are subject to Court approval: up to $25,000 for the Settlement Administrator’s costs; up to $7,500 for the incentive award for the Class Representative, and up to one-third (331/3%) of the Settlement Fund as Class Counsel’s attorneys’ fees, and $1,500 in litigation costs. Your estimated recovery in this settlement is $642.87. Your recovery was calculated by dividing the Net Settlement Amount equally among the Settlement Class. The Net Settlement Amount will be paid to you over two distributions made eighteen (18) months apart. Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 8 of 14 PageID #:510

What Will You Give Up If You Participate in the Settlement?

Unless you exclude yourself from the settlement as explained below, you will release Nando’s and any of its predecessors and successors and, in their capacities as such, all of its present, past, and future directors, officers, employees, representatives, attorneys, insurers, reinsurers, agents, vendors, and assigns, as well as all of these entities’ affiliates, parent or controlling corporations, partners, divisions and subsidiaries (“Released Parties”) from all Released Claims. “Released Claims” means any and all causes of actions or claims against the Released Parties whatsoever arising out of, relating to, or connected with the alleged capture, collection, storage, possession, transmission, disclosure, re-disclosure, dissemination, protection, conversion and/or use of data collected in connection with the finger-scan Point of Sale system at Nando’s locations, including but not limited to causes of action or claims under the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”) or any related or similar statutes or common law. Released Claims also include without limitation all causes of action or claims that arise from, are connected or associated with, or are related to the claims (whether common law and/or statutory) that were or could have been asserted in the Action, regardless of whether such claims are known or unknown, filed or unfiled, asserted or as of yet unasserted, existing or contingent, whether in contract, tort, or otherwise, including statutory, common law, property, employment related, and any additional constitutional, common law, and/or statutory claims. For the avoidance of doubt, “Released Claims” includes any current or future claim that is based on the same or a series of related or repeated acts, errors or omissions, or from any continuing acts, errors or omissions, that were alleged in the Action.

What Are Your Options?

(1) If you want to participate in the settlement and receive a settlement payment, do nothing. A check will be mailed to you if the Court grants final approval of the settlement.

(2) If you do not want to be legally bound by the settlement, you must exclude yourself by August 31, 2020 (Objection/Opt-Out Deadline). To be valid, any request for exclusion must: (a) be in writing; (b) identify the case name and number Martinez v. Nando’s Restaurant Group, Inc., No. 1:19-cv-07012, (c) state your full name and current address; (d) be physically signed by you; and (e) be postmarked or received by the Settlement Administrator on or before the Objection/Opt-Out Deadline. Each request for exclusion must also contain a statement to the effect that “I hereby request to be excluded from the proposed Settlement Class in Martinez v. Nando’s Restaurant Group, Inc., Case No. 1:19-cv-07012.” If you exclude yourself, you will not receive money from this settlement, but you will retain your legal rights regarding any claims that you may have against Nando’s. Requests for exclusion must be mailed to the Settlement Administrator at the address below:

Martinez v Nando’s Restaurant Group, Inc. c/o Analytics Consulting LLC P.O. Box 2002 Chanhassen, MN 55317-2002 Email: [email protected] Phone: 855-913-0120

(3) You may object to the settlement by August 31, 2020 if you have not already excluded yourself from the settlement. To do so, you must present the following information in a statement signed by you: (a) your full name and current address; (b) a statement that you believe yourself to be a member of the Settlement Class;

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(c) the specific grounds for the objection; (d) all documents or writings that you desire the Court to consider; (e) the name and contact information of any and all attorneys representing, advising, or in any way assisting you in connection with the preparation or submission of the objection or who may profit from the pursuit of the objection; and (f) a statement indicating whether you intend 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 be postmarked, e-mailed or delivered to Class Counsel and Defendant’s Counsel no later than the Objection/Opt-Out Deadline.

Who Are My Lawyers?

David Fish John Kunze Mara Baltabols The Fish Law Firm, P.C. 200 East Fifth Ave., Suite 123 Naperville, IL 60563 (630) 355-7590

Who is the Settlement Administrator and How Do I Update My Contact Information?

The Settlement Administrator is identified below. You must notify the Settlement Administrator (contact information below) of any changes in your mailing address so that your settlement payment will be sent to the correct address.

Martinez v Nando’s Restaurant Group, Inc. c/o Analytics Consulting LLC P.O. Box 2002 Chanhassen, MN 55317-2002 Email: [email protected] Phone: 855-913-0120

When is the Final Approval Hearing?

The Court will hold a hearing in this case on October 28, 2020, in Courtroom 1403 of the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604 at 10:00 a.m., to consider, among other things: (1) whether to grant final approval of the settlement; (2) a request by the lawyers representing class members for an award of one-third of the $1,427,000 Settlement Fund as attorneys’ fees and up to $1,500 in litigation costs; (3) a request for incentive award of $7,500 for the Class Representative from the Settlement Fund in recognition of her work in recovering money for the Settlement Class; and (4) a request for up to $25,000 in costs to the Settlement Administrator from the Settlement Fund for its work administering the settlement. You may appear at the hearing, but you are not required to do so.

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EXHIBIT 2 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 11 of 14 PageID #:513 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 12 of 14 PageID #:514 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 13 of 14 PageID #:515 Case: 1:19-cv-07012 Document #: 60-3 Filed: 10/26/20 Page 14 of 14 PageID #:516 Case: 1:19-cv-07012 Document #: 60-4 Filed: 10/26/20 Page 1 of 4 PageID #:517

EXHIBIT 4 Case: 1:19-cv-07012 Document #: 60-4 Filed: 10/26/20 Page 2 of 4 PageID #:518

AFFIDAVIT OF DAVID FISH

I swear under penalty of perjury that the following information is true:

1. My name is David Fish. I am over the age of twenty-one and I am competent to make this Declaration and I have personal knowledge of the matters set forth herein.

2. I graduated #2 in my law school class from Northern Illinois University College of

Law in 1999. Prior to starting my own firm, I was employed by other law firms engaged in litigation in and around Chicago, Illinois including, Jenner & Block in Chicago as a summer associate, Klein, Thorpe & Jenkins in Chicago as an associate and The Collins Law Firm, P.C. as an associate.

3. I have extensive experience representing employees and employers in labor and employment disputes. I have handled disputes with the Illinois Department of Labor, the United

States Department of Labor, the Illinois Department of Human Rights, the National Labor

Relations Board, the Equal Employment Opportunity Commission, and in the state and federal courts in Illinois. I have litigated dozens of cases in the United States District Court for the

Northern District of Illinois.

4. My law firm’s resume is attached hereto.

5. I am the former chair of the DuPage County Bar Association’s Labor and

Employment Committee and served on the Illinois State Bar Association’s Labor and Employment

Committee Section Council. I also am a member of the National Employment Lawyers

Association.

6. I have, on several occasions, lectured at educational seminars for lawyers and other professionals. I moderated a continuing legal education panel of federal magistrates and judges on the Federal Rules of Civil Procedure through the Illinois State Bar Association. I have presented

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on electronic discovery rules and testified before the United States Judicial Conference in Dallas,

Texas regarding electronic discovery issues. I have provided several CLE presentations on issues relating to labor and employment law.

7. I have authored, or co-authored, many articles, including: “Enforcing Non-

Compete Clauses in Illinois after Reliable Fire”, Illinois Bar Journal (April 2012); “Top 10 wage violations in Illinois”, ISBA Labor and Employment Newsletter (August, 2017); “Physician Non-

Complete Agreements in Illinois: Diagnosis—Critical Condition; Prognosis- Uncertain” DuPage

County Bar Journal (October 2002); “Are your clients’ arbitration clauses enforceable?” Illinois

State Bar Association, ADR Newsletter (October 2012); “The Legal Rock and the Economic Hard

Place: Remedies of Associate Attorneys Wrongfully Terminated for Refusing to Violate Ethical

Rules”, Univ. of W. Los Angeles Law Rev. (1999); “Zero-Tolerance Discipline in Illinois Public

Schools” Illinois Bar Journal (May 2001); “Ten Questions to Ask Before Taking a Legal-

Malpractice Case” Illinois Bar Journal (July 2002); “The Use Of The Illinois Rules of Professional

Conduct to Establish The Standard of Care In Attorney Malpractice Litigation: An Illogical

Practice”, Southern Illinois Univ. Law Journal (1998); “An Analysis of Firefighter Drug Testing under the Fourth Amendment”, International Jour. Of Drug Testing (2000); “Local Government

Web sites and the First Amendment”, Government Law, (November 2001, Vol. 38).

8. I have been involved in this litigation from the start. The proposed Settlement

Agreement provides an excellent result for the Class Members. It provides Class members a definite recovery and was entered into at a time when the outcome was uncertain. The settlement agreement entered into in this case represents a fair compromise of a disputed claim. Given the uncertainty relating to the law at issue, including the statute of limitations and workers

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compensation preemption and what constitutes a biometric identifier, I believe it to be a more than fair outcome for the Class.

9. The parties engaged in multiple rounds of vigorous negotiations, resulting in a sharply-negotiated Settlement Agreement. The negotiation occurred in an environment of uncertainty about open issues, i.e., statute of limitations, preemption, and other significant uncertainties. After several volleys concerning both terms and structure of the settlement, the parties reached the principle terms.

10. Plaintiffs’ Counsel took this case on a contingent fee basis and assumed the risk that they would receive no fee for their services. Our contingency agreement with the named plaintiff provides for a 40% contingency.

11. The excellent result Plaintiffs’ Counsel achieved in this case supports the requested fee. The settlement provides for settlement payments to Plaintiffs and the class when there was no absolute certainty any recovery would occur. In fact, when we take matters on a contingency basis, some cases are successful and there are some where we do not get a fee.

12. My law firm also incurred, or will incur, approximately $902.47 in costs relating to filing fees, copying, and other expenses related to this litigation, and the resolution of this matter.

Under penalty of perjury, the undersigned certifies that the statements set forth in this instrument are true and correct. FURTHER AFFIANT SAYETH NOT.

______/s/ David Fish______

Dated: October 22, 2020