Definitions

Key Defined Terms Pursuant to the Court Approved Settlement Agreement:

Account means an interest bearing trust account at a Canadian Schedule 1 bank under the control of Defence Counsel, Class Counsel or the Claims Administrator, as the case may be, in which the Settlement Fund will be held for the benefit of the Class Members or the Defendant until distributed pursuant to the Distribution Protocol, or returned to the Defendant pursuant to the terms of this Agreement.

Administration Expenses means all fees, disbursements, expenses, costs, taxes and any other amounts incurred or payable by the Plaintiffs, Class Counsel, the Claims Administrator, or otherwise, for the approval, implementation and operation of this Settlement Agreement including the costs of distribution of the Settlement Fund, the costs of all notices to the Class, and the costs of the claims administration, but excluding Class Counsel Fees.

Affected Class Members means those Class Members whose personal health information, or personal information was extracted from the Defendant’s computer system as part of the Cyber Attack and was produced to the Canadian Broadcasting Corporation (“CBC”).

CBC Documents means the documents stolen from the Defendants during the Cyber Attack and received by the CBC from the third party perpetrators of the Cyber Attack.

Claims Administrator means such other entity or person appointed by the Court to administer this Settlement Agreement and any employees or agents thereof.

Class means all persons who are or were patients, non-unionized employees or contractors of CarePartners from January 1, 2010, to June 11, 2018, excluding (i) the defendant’s officers and directors; and (ii) any person who validly opts out of the Class Action, and Class Member means any one thereof.

Class Action means the proposed class proceeding commenced by the Plaintiffs in the Ontario Superior Court of Justice bearing Court File No. CV-20-00647324-00CP.

Class Counsel means the law firms of Waddell Phillips Professional Corporation, Howie Sacks and Henry LLP and Schneider Law Firm.

Class Counsel Fees include the fees, disbursements, costs, interest, HST and other applicable taxes or charges of Class Counsel in respect of the prosecution of the Class Action.

Common Issue means was the Defendant negligent in the manner in which it maintained and protected its electronic information.

Court means the Ontario Superior Court of Justice.

Defence Counsel means the law firm of Tyr LLP.

Defendant means 8262900 Canada Inc. o/a CarePartners.

Distribution Protocol means the plan for distributing the Settlement Fund and accrued interest to the Class, as approved by the Court.

Effective Date means (i) the date upon which the ability to appeal from the anticipated Second Order expires - namely, thirty (30) days after the Second Order is granted, unless the motion is unopposed, in which case the date which is the first business day after the Second Order is granted; or (ii) if any appeal is taken from the Second Order, then the Effective Date shall be the date upon which any such appeal is concluded by way of a Final Order; but an appeal from the Second Order shall not include any appeal that concerns only the issue of Class Counsel's fees or disbursements for the purposes of establishing the Effective Date.

Final when used in relation to a court order means all rights of appeal from such order or judgment have expired or have been exhausted and that the ultimate court of appeal (or court of last resort) to which an appeal (if any) was taken has upheld such order.

First Order means the proposed order of the Court granting the following relief: (1) the Court's approval of the Notice of Hearing; and plan for distribution thereof; and (2) the appointment of the Claims Administrator.

Independent Review means an independent review of the CBC Documents conducted by the Independent Reviewer solely in order to identify the Affected Class Members.

Independent Reviewer means a third party independent document review organization, agreeable to CarePartners with input from Class Counsel to be identified in advance of the settlement hearing, that will conduct an independent review of the CBC Documents to identify the Affected Class Members. The Independent Review.

Notice of Hearing means the condensed and short form of Notice of Hearing for Class Action Certification, Settlement Approval, and Counsel Fee Approval, approved by the Court to inform the Class of: (1) the date and location of the hearing to certify this action as a class proceeding and approve this Settlement Agreement; (2) the key terms of this Settlement Agreement; and (3) Class Counsel Fees request.

Notice of Court Order means the condensed, short and long form of Notice of Class Action Certification, Settlement Approval, and Counsel Fee Approval approved by the Court to inform the Class Members of (1) the certification of this action as a class proceeding, (2) approval of this Settlement Agreement; (3) approval of Class Counsel Fees; (4) the process by which Class Members may opt out; and (5) the process by which the Class Members may obtain compensation from the Settlement Fund.

Opt Out Threshold means three thousand (3,000) timely and valid opt outs by potential Class Members.

Other Actions means any actions or court proceedings, other than the Class Action against any of the Releasees to the extent that such actions or proceedings relate to any claim asserted in the Class Action or that could have been asserted in the Class Action.

Parties, when capitalized, means the signatories to this Settlement Agreement, being the Plaintiffs and the Defendant, and Party means any one thereof.

Released Claims means any and all manner of claims, complaints, demands, actions, suits, causes of action, whether class, individual or otherwise in nature, whether personal or subrogated, damages of any kind whenever incurred (including compensatory, punitive or other damages or restitution), declaratory relief, liabilities of any nature whatsoever, including claims for contribution, indemnity, interest, costs, expenses, class administration expenses (including Administration Expenses), and lawyers' fees (including Class Counsel Fees), known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or contingent, and liquidated or unliquidated, in law, under statute or in equity, that the Releasors, or any of them ever had, could have had, now have, or hereafter can, shall, or may have, relating in any way to the claims made and conduct alleged (or which could have been made or alleged) in the Class Action, including any and all claims of the Releasors relating to or arising out of the Cyber Attack. For greater certainty, the Released Claims do not include any claims unrelated to the Cyber Attack that any Class Members may have against CarePartners in respect of the personal care services CarePartners has provided to any class members.

Releasees means, jointly and severally, individually and collectively, the Defendant and its predecessors, successors, parents, subsidiaries, affiliates, the local health integration networks, the Canadian Broadcasting Corporation and all of their respective past and current officers, directors, employees, shareholders, insurers, trustees, servants, representatives and agents.

Releasors means, jointly and severally, individually and collectively, the Plaintiffs and the Class Members, and their respective successors, heirs, executors, administrators, trustees, insurers, assigns, or representatives of any kind.

Second Order means the anticipated orders of the Court certifying the Class Action as a class proceeding, approving the terms of this Settlement Agreement, and approving Class Counsel Fees.

Settlement Agreement means this agreement, including the recitals and schedules.

Settlement Date means the date by which all parties have executed the Settlement Agreement.

Settlement Fund means, subject to Article 4.1(g) of this Settlement Agreement, the all-inclusive amount of Three Million Four Hundred Forty Thousand Canadian Dollars (CDN $3,440,000.00), payable by the Defendant, plus any interest earned on the Settlement Fund after it has been transferred to Class Counsel and Defence Counsel pursuant to Article IV of this Settlement Agreement, pending payment of the Settlement Fund to the Class.