CLASS ACTION SETTLEMENT AGREEMENT

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

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IN RE: ROUNDUP PRODUCTS LIABILITY :

LITIGATION

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THIS DOCUMENT RELATES TO:

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Ramirez, et al. v. Monsanto Co., Case No. 3:19- :

cv-02224

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MDL NO. 2741 Case No. 3:16-md-02741-VC

Dated:

CLASS ACTION SETTLEMENT AGREEMENT February 3, 2021

TABLE OF CONTENTS Page

ARTICLE I Definition of Settlement Class and Subclasses............................................................2 ARTICLE II Definitions ..................................................................................................................3 ARTICLE III Defendant's Payment Obligations ..........................................................................14 ARTICLE IV Opt-Out Rights........................................................................................................18 ARTICLE V Information and Registration Process ......................................................................20 ARTICLE VI Compensation Awards ............................................................................................23 ARTICLE VII Compensation Award Determinations, Payments, and Appeals ...........................28 ARTICLE VIII Diagnostic Accessibility Grant Program..............................................................44 ARTICLE IX Labeling Addition ...................................................................................................54 ARTICLE X Research Funding Program ......................................................................................54 ARTICLE XI Legal Services Program ..........................................................................................55 ARTICLE XII Advisory Science Panel .........................................................................................57 ARTICLE XIII Terms Following Conclusion of Initial Settlement Period ..................................70 ARTICLE XIV Administration of the Settlement Agreement ......................................................74 ARTICLE XV Settlement Fund Administration ...........................................................................87 ARTICLE XVI Governmental Payors...........................................................................................89 ARTICLE XVII Releases and Covenants Not to Sue ...................................................................93 ARTICLE XVIII Preliminary Approval ........................................................................................96 ARTICLE XIX Objections ............................................................................................................98 ARTICLE XX Final Order and Judgment and Dismissal With Prejudice ....................................99 ARTICLE XXI Enforceability of Settlement Agreement and Dismissal of Claims .....................99 ARTICLE XXII Communications to the Public..........................................................................101 ARTICLE XXIII Termination .....................................................................................................102

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ARTICLE XXIV Treatment of Confidential Information...........................................................103 ARTICLE XXV Attorneys' Fees.................................................................................................104 ARTICLE XXVI Denial of Wrongdoing, No Admission of Liability ........................................105 ARTICLE XXVII Representations and Warranties ....................................................................106 ARTICLE XXVIII Cooperation ..................................................................................................107 ARTICLE XXIX Continuing Jurisdiction ...................................................................................107 ARTICLE XXX Additional Provisions .......................................................................................108

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ROBERT RAMIREZ, ET AL. v. MONSANTO COMPANY, CASE NO. 3:16-MD-02741-VC & 3:19-CV-02224-VC;

CLASS ACTION SETTLEMENT AGREEMENT AS OF FEBRUARY 3, 2021 (subject to Court approval)

This SETTLEMENT AGREEMENT, dated as of February 3, 2021 (the "Settlement Date"), is made and entered into by and among defendant Monsanto Company ("Defendant"), by and through its attorneys, and the Class Representatives and Subclass Representatives, individually and on behalf of the Settlement Class and Subclasses, by and through Class Counsel and Subclass Counsel. The Settlement Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle the differences among them with respect to the Lawsuit, as set forth below, subject to Court approval.

RECITALS

WHEREAS, on April 24, 2019, the original complaint in Robert Ramirez, et al. v. Monsanto Co. was filed in the Court on behalf of a purported class of persons allegedly exposed to Roundup Products;

WHEREAS, the Defendant answered the Ramirez complaint on July 24, 2019;

WHEREAS, on February 3, 2021, an amended complaint was filed in the Lawsuit on behalf of Class Representatives and Subclass Representatives seeking to represent a class of persons allegedly exposed to Roundup Products, including two subclasses of such persons (as defined specifically below, the "Class Action Complaint");

WHEREAS, the original complaint and amended complaint alleged that exposure to Roundup Products can cause Non-Hodgkin's Lymphoma in humans, and the amended complaint seeks compensation, programmatic relief, and punitive damages, among other relief, on behalf of the Class Representatives, the Subclass Representatives, and/or the class;

WHEREAS, the Defendant denies the allegations in the original complaint, the Class Action Complaint, the Lawsuit and the Roundup Lawsuits, the allegations that exposure to Roundup Products can cause Non-Hodgkin's Lymphoma in humans (the "general causation dispute"), and any liability to the Class Representatives and Subclass Representatives, the Settlement Class, or any Settlement Class Member for any claims, causes of action, costs, expenses, attorneys' fees, or damages of any kind, and would assert a number of legal and factual defenses against plaintiffs' claims if they were litigated to conclusion (including against certification of the purported class for litigation purposes);

WHEREAS, on June 24, 2020, the Parties entered the June Settlement Proposal to settle the Lawsuit on a classwide basis on the terms and conditions set forth therein, and filed that agreement and a motion for preliminary approval in the Court;

WHEREAS, on July 8, 2020, the Parties withdrew the June Settlement Proposal following an order of the Court dated July 6, 2020 (MDL Doc. 11182), raising certain questions

regarding the settlement and suggesting that it was tentatively disinclined to grant preliminary approval;

WHEREAS, following extensive, arm's-length, good faith negotiations and consideration of the questions raised by the Court, the Parties have agreed to a settlement of the Lawsuit on the terms and conditions set forth below;

WHEREAS, after careful consideration, the Class Representatives and Subclass Representatives, and their respective counsel, have concluded that it is in the best interests of the Class Representatives and Subclass Representatives and the Settlement Class and Subclasses to enter into the Settlement Agreement. After arm's-length negotiations with Counsel for the Defendant, including through the efforts of the court-appointed mediator, the Class Representatives and Subclass Representatives have considered, among other things: (1) the complexity, expense, and likely duration of the litigation; (2) the stage of the litigation and amount of fact gathering completed; (3) the potential for the Defendant to prevail on threshold issues and on the merits; (4) the range of possible recovery, and (5) the order of the Court regarding the June Settlement Proposal, and have determined that the Settlement Agreement is fair, reasonable, adequate, and in the best interests of the Class Representatives and Subclass Representatives and the Settlement Class and Subclasses;

WHEREAS, the Defendant has determined to enter into the Settlement Agreement solely to avoid the costs, risks, and burden of litigation;

WHEREAS, the Settlement Agreement is subject to and conditioned upon approval of the Court as provided by Rule 23 of the Federal Rules of Civil Procedure, and the Parties intend promptly to seek such approval and entry by the Court of the Preliminary Approval Order and, thereafter, the Final Order and Judgment as provided below;

WHEREAS, the Settlement Agreement will not be construed (1) as evidence of, or as an admission by, the Defendant of any liability or wrongdoing whatsoever or as an admission regarding the general causation dispute, or (2) as an admission by the Class Representatives or Subclass Representatives, or Settlement Class Members, of any lack of merit in their claims;

NOW, THEREFORE, it is agreed that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this action shall be settled and compromised under the following terms and conditions:

ARTICLE I Definition of Settlement Class and Subclasses

Section 1.1 Definition of Settlement Class.

(a) "Settlement Class" means (i) those individuals who are either citizens or Residents of the United States as of February 3, 2021 or who claim exposure to Roundup Products through the application of Roundup Products in the United States and who as of February 3, 2021 both (1) have been exposed to Roundup Products through the application of Roundup Products and (2) have not commenced an individual, non-class lawsuit or retained counsel for the pursuit of any individual, non-class personal injury or false advertising claims arising from,

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resulting from, in any way relating to or in connection with such exposure; and (ii) all Derivative Claimants. "Exposure to Roundup Products through the application of Roundup Products" includes exposure through mixing and any other steps associated with application, whether or not the individual performed the application, mixing, or other steps associated with application himself or herself.

(b) The following Persons are excluded from the Settlement Class:

(i) Judicial officers and associated court staff assigned to this case, and their immediate family members;

(ii) Past and present (as of the Settlement Date) officers, directors, and employees of the Defendant or any of its direct or indirect subsidiaries; and

(iii) All those otherwise in the Settlement Class who timely and properly exclude themselves from the Settlement Class pursuant to Section 4.2 in the manner approved by the Court and set forth in the Settlement Class Notice.

Section 1.2 Definition of Subclasses.

(a) "Subclass 1" means Settlement Class Members who have been diagnosed with NHL as of February 3, 2021, and their Derivative Claimants.

(b) "Subclass 2" means Settlement Class Members who have not been diagnosed with NHL as of February 3, 2021, and their Derivative Claimants.

ARTICLE II Definitions

Section 2.1 Definitions.

For the purposes of the Settlement Agreement, the following terms (designated by initial capitalization throughout the Settlement Agreement) will have the meanings set forth in this Section 2.1. Additional terms are defined in specific sections of the Settlement Agreement (including the Exhibits) and, along with the terms in this Section 2.1, are listed in the index of defined terms that follows the signature pages of the Settlement Agreement. Exhibit 2 and Exhibit 6 contain certain additional defined terms that are for use solely with respect to those Exhibits and the definitions of which do not apply outside of them.

Unless the context requires otherwise, (a) words expressed in the masculine will include the feminine and neuter gender and vice versa; (b) the word "will" shall be construed to have the same meaning and effect as the word "shall"; (c) the word "or" will not be exclusive; (d) the word "extent" in the phrase "to the extent" will mean the degree to which a subject or other thing extends, and such phrase will not simply mean "if"; (e) references to "day" or "days" in the lower case are to calendar days, but if the last day of a period is a Saturday, Sunday, or legal holiday (as defined in Rule 6(a)(6) of the Federal Rules of Civil Procedure), the period will continue to run until the end of the next day that is not a Saturday, Sunday, or legal holiday; (f) references to the Settlement Agreement will include all exhibits hereto (the "Exhibits"); (g)

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references to any law will include all rules, regulations, and sub-regulatory guidance promulgated thereunder; (h) the terms "include," "includes," and "including" will be deemed to be followed by "without limitation," whether or not they are in fact followed by such words or words of similar import; and (i) references to dollars or "$" are to United States dollars.

(1) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies, whether through the ownership of voting shares, by contract, or otherwise.

(2) "Appeals Form" means that document that Settlement Class Members or Class Counsel will submit when appealing a Claims Program Award, as set forth in Section 7.10.

(3) "Bradford Hill Guidelines" means the criteria proposed by Sir Austin Bradford Hill in The Environment and Disease: Association or Causation?, 58 Proc. Royal Soc'y Med. 295 (1965).

(4) "Claim Form" means that document to be submitted to the Claims Administrator by a Settlement Class Member requesting a Compensation Award, as set forth in Section 7.1. References to Claim Form refer to both the Accelerated Payment Claim Form and the Claims Program Claim Form.

(5) "Claim Package" means the documentation and information that Section 7.2 requires a Settlement Class Member requesting a Compensation Award to submit to the Claims Administrator. A Claim Package can be submitted as either an Accelerated Payment Claim Package or a Claims Program Claim Package.

(6) "Claims" means past, present and future claims, counterclaims, actions, rights, remedies, causes of action, liabilities, suits, demands, damages, losses, payments, judgments, verdicts, debts, dues, sums of money, Liens, costs and expenses (including, without limitation, attorneys' fees and costs), accounts, reckonings, bills, covenants, contracts, controversies, agreements, obligations, or promises, including any of the foregoing for direct damages, indirect damages, consequential damages, incidental damages, punitive or exemplary damages, statutory and other multiple damages or penalties of any kind, or any other form of damages whatsoever, and whether based upon breach of contract, warranty or covenant, tort, negligence, strict liability, gross negligence, recklessness, willful or wanton conduct, malice, oppression, conscious disregard, joint and several liability, guarantee, contribution, reimbursement, subrogation, indemnity, defect, failure to warn, fault, misrepresentation, common law fraud, statutory consumer fraud, quantum meruit, breach of fiduciary duty, violation of statutes or administrative regulations and/or any other legal (including common law), foreign, statutory, equitable or other theory or right of action, whether in law or in equity, fixed, contingent, or non-contingent, known or unknown, discovered or undiscovered, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, ripened or unripened, perfected or unperfected, choate or inchoate, developed or undeveloped, liquidated or unliquidated, now recognized by law or that may be created or recognized in the future by

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statute, regulation, judicial decision or in any other manner, and whether direct, representative, derivative, class or individual in nature, in any forum that any Person had, has, or may have in the future.

(7) "Claims Administrator" means that Person(s), agreed to and jointly recommended by Class Counsel and Counsel for the Defendant, and appointed by the Court, to perform the responsibilities assigned to the Claims Administrator under the Settlement Agreement, including, without limitation, as set forth in Section 14.2.

(8) "Claims Program" means the program set forth in Article VI and Article VII for the purpose of awarding Claims Program Awards, including any extension of that program pursuant to Article XIII. The Claims Program will be implemented by the Settlement Administrator and Claims Administrator as provided in Section 14.5.

(9) "Class Action Complaint" means the complaint captioned Plaintiffs' Second Amended Class Action Complaint filed in the Lawsuit by consent on February 3, 2021.

(10) "Class Counsel" means, pending Court appointment, Elizabeth J. Cabraser, Robert L. Lieff, and Steven E. Fineman of Lieff Cabraser Heimann & Bernstein, LLP; Samuel Issacharoff; James R. Dugan, II and TerriAnne Benedetto of the Dugan Law Firm, APLC; William M. Audet of Audet & Partners, LLP; Elizabeth Fegan of FeganScott LLC; and such other counsel as the Court may appoint to represent the Settlement Class. Any reference in the Settlement Agreement to the duties or actions of Class Counsel refers also to Subclass Counsel.

(11) "Class Representatives" means Robert Ramirez; Jerry Agtarap; Dexter Owens; John Elko; Aaron Sheller; and Kabe Cain or such other or different persons as may be appointed by the Court as the representatives of the Settlement Class.

(12) "CMS" means the Centers for Medicare & Medicaid Services.

(13) "Compensation Award" means an Accelerated Payment Award or a Claims Program Award.

(14) "Compensation Fund" means the program set forth in Article VI and Article VII for the awarding of Compensation Awards, including any extension of such program pursuant to Article XIII.

(15) "Compensation Award Guidelines" are attached as Exhibit 5.

(16) "Compensatory Damages" means any tort-based damages to compensate an individual for the loss, harm, or injury he or she has suffered. Compensatory Damages do not include damages for medical monitoring for undiagnosed injuries, or any damages that were increased because of the absence of medical monitoring for any injuries. Compensatory Damages further do not include punitive, exemplary, vindictive, punitory, presumptive, added, aggravated, speculative, or imaginary damages.

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