EFTA01652881.pdf

Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 1 of 10 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Jane Doe 1, individually and on behalf of all others similarly situated, Case No. 1:22-CV-10019 (JSR) Plaintiff, v. JPMorgan Chase Bank, N.A., Defendant. JOINT DECLARATION OF DAVID BOIES AND BRADLEY EDWARDS IN SUPPORT OF CLASS REPRESENTATIVE JANE DOE 1'S MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT WITH DEFENDANT JPMORGAN CHASE BANK N.A. We, David Boies and Bradley Edwards, declare as follows: I. I, David Boies, am a member in good standing of the bar of the State of New York and am admitted to practice before this Court. I am the Chairman and a Managing Partner of Boies Schiller Flexner LLP ("BSF"). I make this declaration on my own personal knowledge, and if called as a witness to testify, I could and would testify competently to the following facts. 2. I, Bradley Edwards, am a partner at Edwards Henderson Lehrman ("EHL"). I am an attorney at law duly licensed to practice before the courts of the state of New York. I make this declaration on my own personal knowledge, and if called as a witness to testify, I could and would testify competently to the following facts. 3. The two law firms representing Plaintiffs, Boies Schiller Flexner LLP and Edwards Henderson Lehrman (collectively, "Class Counsel"), have invested significant resources into investigating and litigating this case and as such, have been appointed Co-Lead Class Counsel. 1 EFTA01652881  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 2 of 10 4. We submit this declaration in support of the motion filed by Jane Doe 1 ("Plaintiff' or "Class Representative), for preliminary approval of class action settlement with Defendant JPMorgan Chase Bank, N.A. ("Defendant" and together with Plaintiff, the "Parties"). Our firms represent the Class Representative in the above-captioned action (the "Litigation"). A. Preparation of this Case 5. This case grew out of our firms' long representation of the survivors of Jeffrey Epstein's sex trafficking ring. EHL began representing Epstein survivors in 2009. BSF began representing Epstein survivors in the first half of 2014. 6. By 2021, our firms had successfully brought lawsuits against Epstein himself during his life, his estate after his death, certain collaborators like Ghislaine Maxwell, and certain participants like Prince Andrew. Although we had collectively recovered substantial amounts for our clients, we believed they had not been fully compensated, and that many who had made the scope, scale, and duration of Epstein's sex trafficking possible had not been held accountable. 7. For several years we had investigated Epstein's relationship with major banks. In early 2021, we decided to make a concerted effort to develop cases against JPMorgan and Deutsche Bank, the two primary banks on which Epstein had relied. 8. We recognized the risks such cases entailed. We recognized that no such case had been previously brought. We also recognized the banks would argue that they did not have legal liability for the acts of their depositors, and that they would argue that because the damages suffered by individual survivors varied greatly, a class would not be certified. 9. Nevertheless, we believed that the intent of applicable legislation was to hold entities like these banks accountable for their role in facilitating sex trafficking, and we decided to proceed. 2 EFTA01652882  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 3 of 10 10. We collected and analyzed thousands of documents and interviewed more than 100 witnesses who had knowledge of Epstein's sex trafficking and the role JP Morgan had played in making its scope, scale, and duration possible. We contacted law enforcement personnel, prosecutors, and regulators to gather additional information and documents. We secured affidavits and other statements under oath from potential fact witnesses to help ensure that we could prove what we alleged. We retained and began to work with experts both to establish liability and to develop proof of damages. We researched and analyzed cases and commentary, and legislative history -- and ultimately, we drafted, and redrafted a complaint. II. After we filed our complaint, we were met with the effective, aggressive defense we expected. It is not an exaggeration that JP Morgan fought us every step of the way. The Bank moved to dismiss both the initial and amended complaint, resisted discovery, took extensive discovery itself of the Plaintiff and our witnesses, filed a Daubert motion, and opposed class certification. B. Relevant Firm Experience 12. BSF has a strong record of successfully and diligently representing plaintiffs in complex class action litigation. Recent cases in which BSF or its partners were lead or co-lead counsel include: In re Grupo Televisa Securities Litigation (1:18-cv-01979) (S.D.N.Y.), in which the court granted preliminary approval of a settlement last month, on April 20, 2023; In re Blue Cross Blue Shield Antitrust Litigation (2:13-cv-20000) (N.D. Ala.), an antitrust class action in which BSF achieved both what the court referred to as "historic" injunctive relief and a $2.7 billion award in a settlement that received final approval in October 2022; In re Takata Airbag Products Liability Litigation (1:15-md-02599) (S.D. Fla.), a products liability class action, which is still proceeding against certain defendants but in which BSF has already obtained a recovery of more 3 EFTA01652883  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 4 of 10 than $1.5 billion; and In re Halliburton Securities Litigation (13-317), in which BSF won two appeals to the U. S. Supreme Court before achieving a $100 million recovery. 13. Another notable case in which BSF was lead counsel is In re Auction House Antitrust Litigation (1:00-cv-00648) (S.D.N.Y.), in which the firm won $512 million in an antitrust class action after prior interim lead counsel valued the case at less than $100 million. 14. BSF has expended substantial time and resources in actively and diligently litigating this action. The BSF litigation team has already devoted thousands of hours and substantial resources in developing the Class Representative's case and undertaking substantial fact discovery. 15. EHL has similarly expended substantial time and resources in actively and diligently litigating this action. The EHL litigation team has devoted thousands of hours and substantial resources in developing the Class Representative's case and undertaking substantial fact discovery. 16. The expenses that BSF and EHL have already incurred include the retention of expert witnesses, consultants, investigators, court reporters, videographers, and an e-discovery vendor. 17. EHL took a lead role in the initial research into this matter dating back to early 2021 and interviewed dozens of witnesses and dozens of survivors both in the United States and abroad, and reviewed tens of thousands of documents prior to filing of the complaint. EHL was responsible for drafting the initial complaint and maintaining constant communication with the Class Representative and other prospective class members throughout the course of this litigation. After the filing of the complaint, EHL conducted a number of interviews with confidential witnesses, took key depositions, and prepared witnesses for depositions including the Class Representative. 4 EFTA01652884  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 5 of 10 EHL also worked alongside the Class Representative to identify, review, and produce tens of thousands of pages of discovery to the Defendant. EHL has also engaged in an extensive investigation into the identity of the class members and has spent substantial time communicating with same. 18. BSF and EHL began collaborating on this matter in 2021. BSF took a lead role in drafting the Class Representative's opposition to Defendant's motion to dismiss and arguing it before the Court, resulting in the Court denying Defendant's motion, in part, and allowing the matter to proceed through discovery. BSF also took a lead role in drafting the Class Representative's successful motion to certify the class. BSF has also taken a number of depositions and has reviewed thousands of documents produced by Defendant in order to further develop class members' claims. 19. On May 30, 2023, BSF and EHL engaged in a full-day, arms-length confidential mediation with Defendant before experienced mediators in large and complex civil sexual abuse matters and class actions, including Layn Phillips of Phillips ADR and members of his team. The mediation was preceded by the submission of mediation statements by the parties. Although an agreement was not immediately reached, settlement discussions continued between the Parties for several days. Through these discussions, the Parties engaged in good faith negotiations and reached an agreement in principle. The Parties negotiated a Confidential Term Sheet ("Term Sheet") memorializing their agreement to settle the Class's claims against Defendant and end the Litigation, and executed the Term Sheet on June 11, 2023. The Term Sheet included, among other things, the Parties' agreement to settle and dismiss with prejudice the Litigation and grant full mutual releases in return for a cash payment of $290 million by and/or on behalf of Defendant for 5 EFTA01652885  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 6 of 10 the benefit of the Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. C. Team Members 20. The BSF litigation team includes partners David Boies, Sigrid McCawley, Andrew Villacastin, and twenty other lawyers, as well as a full support staff led by experienced paralegals. 21. David Boies: David Boies personally served as co-lead counsel in cases such as In re Grupo Televisa Securities Litigation (1:18-cv-01979) (S.D.N.Y.), In re Halliburton Securities Litigation (13-317), In re Blue Cross Blue Shield Antitrust Litigation (2:13-cv-20000) (N.D. Ala.), In re Takata Airbag Products Liability Litigation (1:15-md-02599) (S.D. Fla.), In re Vitamins Antitrust Litigation (99-7256, 99-7281) (D.D.C.). 22. David Boies, along with Ms. McCawley, has represented survivors of Jeffrey Epstein's sex trafficking enterprise since June 2014. They brought their first case on behalf of survivors against Ghislaine Maxwell in 2015 and their first case against Jeffrey Epstein on behalf of survivors in 2016. They have also represented survivors in civil litigation against Epstein's Estate, see Fanner v. Indyke, et at (I:19-cv-10474); Fanner v. Indyke, et at (No. 1:19-cv-10475); Helm v. Indyke, et aL (1:19-cv-10476); Bryant v. Indyke, et al. (No. 1:19-cv-10479); Doe 1000 v. Indyke, et at (1:19-cv-10577), and have represented survivors who made applications to the Epstein Victim's Compensation Fund. They have also represented an Epstein survivor in her civil lawsuit against Prince Andrew, Giuffre v. Andrew (21-cv-6702) (S.D.N.Y.). 23. Sigrid McCawley: Sigrid McCawley is a Managing Partner of BSF. Ms. McCawley's experience and talents have been nationally recognized, having been named Litigator of the Year by The American Lawyer, Top Ten Female Litigator in 2020-2022 by Benchmark Litigation, a finalist for Lawyer of the Year by the American Lawyer in 2022, a finalist for 6 EFTA01652886  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 7 of 10 Attorney of the Year in Florida by Daily Business Review, and numerous other awards. Ms. McCawley has handled some of BSF's most challenging disputes, including securing a $100 million victory in the landmark case before the U.S. Supreme Court in In re Halliburton Securities Litigation (No. 13-317). 24. Ms. McCawley's experience representing survivors of sexual abuse is also well- documented. As noted above, Ms. McCawley has devoted years of her career to advocating on behalf of survivors of Jeffrey Epstein, including in cases against Prince Andrew, Ghislaine Maxwell, and the Epstein Estate. Ms. McCawley was recognized by Forbes Magazine for her "iron clad interrogation skills" during the deposition of Ghislaine Maxwell. Her work contributed to the arrest of Jeffrey Epstein, Ghislaine Maxwell, and Jean Luc Brunel, and resulted in a successful resolution of claims for numerous Epstein survivors. Ms. McCawley's work for survivors of Jeffrey Epstein has been featured on Netflix, Lifetime, 60 Minutes, ABC, NBC, CBS, CNN, and Fox, and has been reported on in 77w New York Times and 77w Wall Street Journal. 25. Andrew Villacastin: Andrew Villacastin is a partner at BSF. In 2022, Mr. Villacastin was recognized in the 2023 edition of Best Lawyers in America as Ones to Watch for his work in commercial litigation. Mr. Villacastin also has significant experience litigating class actions—he is currently defending a life insurance company in multiple class action lawsuits and has represented a major bank in multidistrict LIBOR-related actions involving antitrust, securities, RICO, Commodities Exchange Act, and state law claims. As mentioned above, Mr. Villacastin has been a zealous advocate for survivors of Jeffrey Epstein for four years and has worked on many of the aforementioned Epstein-related cases alongside Ms. McCawley. 26. The EHL team includes Bradley Edwards, Brittany Henderson, and six other lawyers, as well as a full support staff led by experienced paralegals. 7 EFTA01652887  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 8 of 10 27. Bradley Edwards: Bradley Edwards has extensive experience in all aspects of sexual abuse, human trafficking, and complex litigation and is a board-certified trial lawyer. He specializes in representing crime victims across the country. Since 2008, he has represented Courtney Wild, a woman who was sexually abused by Jeffrey Epstein when she was 14 years old. From 2008 to the present, he has represented more than 70 women in litigation brought against Jeffrey Epstein, his associates, his enablers, and his Estate. He has also sued the U. S. Government for violating the rights of Jeffrey Epstein's victims pursuant to the Crime Victims' Rights Act as a result of the secret plea deal that the Government extended to Epstein. He has presented at a number of national conferences and conventions on the legalities of his over-a-decade-long legal battle with Epstein. He received one of the Top 50 verdicts in the United States in 2015, 2016, and 2018 and two of the top Florida verdicts in 2011 and 2012. Throughout his career, he has obtained hundreds of millions of dollars in verdicts and settlements for his clients and has argued and tried cases in District and State courts around the country and before the U.S. Court of Appeals. 28. Mr. Edwards was named Lawyer of the Year by the Daily Business Review in 2020 and Lawyer of the Year in 2021 by the Florida Justice Association, both for his precedent-setting work on behalf of the survivors of Jeffrey Epstein and his work in defining the rights of crime victims in the United States. His professional peers have recognized him as a Top-Rated Lawyer through the Martindale-Hubbell@ Peer Review Rating system and with an "AV" rating of "Very High to Preeminent" as a testament to his level of professional excellence and ethics. Mr. Edwards has been certified as a lifetime member of the Million Dollar Advocates Forum and the Multi- Million Dollar Advocates Forum. He has been profiled in the Best Lawyers in America and has been recognized by the National Trial Lawyers and SuperLawyers. 8 EFTA01652888  Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 9 of 10 29. Brittany Henderson: Brittany Henderson is a partner at EHL, and an experienced trial lawyer recognized as a leader in the representation of crime victims and survivors of sexual abuse in civil litigation. Ms. Henderson was recognized in 2016 for obtaining one of the top 50 jury verdicts in the United States resulting from a high-profile sexual abuse case that was litigated in Federal Court in Chicago, Illinois. Ms. Henderson was again recognized in 2018 after she obtained a $71 million verdict in state court on behalf of a young woman who was sexually assaulted while working as a crew member on a yacht. Ms. Henderson has represented survivors of Jeffrey Epstein for nearly a decade and played an integral role in helping to establish the Epstein Victim's Compensation Fund, which was one of the largest and most successful claims fund programs in U. S. history. Ms. Henderson has been recognized repeatedly as a "Rising Star" by SuperLawyers and annually by the National Trial Lawyers Association's "Top 40 Under 40." D. Exhibits in Support of Jane Doe 1's Motion for Preliminary Approval of Class Action Settlement 12. Attached are true and accurate copies of the following documents: a. Exhibit 1: The Stipulation and Agreement of Settlement, dated June 22, 2023. b. Exhibit 2: Declaration of Mediator Layn R. Phillips, dated June 21, 2023. I declare under penalty of perjury that the foregoing is true and correct. Dated: June 22, 2023 Respectfully Submitted, By: Zs/ Bradley J. Edwards David Boies Boies Schiller Flexner LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 446-2300 Facsimile: (212) 446-2350 Email: [email protected] 9 EFTA01652889 Case 1:22-cv-10019-JSR Document 181 Filed 06/22/23 Page 10 of 10 Brad Edwards Edwards Henderson Lehrman 425 North Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 524-2820 Email: [email protected] 10 EFTA01652890 Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 1 of 38 EXHIBIT EFTA01652891  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 2 of 38 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Jane Doe 1, individually and on behalf of all others similarly situated, Case No. 1:22-CV-10019 (JSR) Plaintiff, v. JPMorgan Chase Bank, N.A., Defendant. STIPULATION OF SETTLEMENT This Stipulation of Settlement, dated June 22, 2023 (the "Stipulation"), is made and entered into by and between: (i) Class Representative Jane Doe 1 ("Jane Doe 1" or "Class Representative"), on behalf of herself and each Class Member, by and through her counsel of record in the Litigation;' and (ii) Defendant JPMorgan Chase Bank, N.A. ("JPMC" or the "Bank") by and through its counsel of record in the Litigation. The Stipulation is intended to fully, finally, and forever resolve, discharge, and settle the Released Claims, subject to the approval of the Court and the terms and conditions set forth herein. I. THE LITIGATION The Litigation is currently pending before Judge Jed S. Rakoff in the United States District Court for the Southern District of New York (the "Court"). The initial complaint in this action was filed on November 24, 2022, and JPMC moved to dismiss the initial complaint on December All capitalized terms not otherwise defined shall have the meanings ascribed to them in § IV.I herein. 1 EFTA01652892  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 3 of 38 30, 2022. Class Representative filed an Amended Complaint (the "Complaint") on January 13, 2023, which alleged that Defendant violated the Trafficking Victims Protection Act ("TVPA"), 18 U.S.C. §§ 1591, 1594, 1595. The Complaint further alleged Defendant aided, abetted, and facilitated battery, committed intentional infliction of emotional distress, negligently failed to exercise reasonable care to prevent physical harm, and negligently failed to exercise reasonable care as a banking institution providing non-routine banking services. The Complaint alleged that, throughout the Class Period (January I, 1998, through August 10, 2019, inclusive), JPMC knowingly and intentionally participated in, assisted, supported, and facilitated Jeffrey Epstein's sex trafficking venture by, while he was a JPMC customer, providing Jeffrey Epstein and his associates with (1) the ability to withdraw hundreds of thousands of dollars in cash, (2) access to wire services, and (3) other banking and investment services while JPMC ignored red flags and failed in their compliance and regulatory responsibilities, and, after he ceased to be a JPMC customer, by failing to comply with applicable banking regulations. Class Representative alleged Class Members—the victims of Jeffrey Epstein's alleged sex trafficking venture—were harmed by the Bank's conduct. JPMC contends that it did not violate the TVPA or commit any common law negligence torts, as the Bank merely provided routine banking services to Epstein between 1998 and 2013, after which the Bank terminated its relationship with Epstein and was not involved in his financial activity apart from winding down and transferring his accounts, and was not part of, and did not know of, Epstein's alleged criminal sex trafficking venture at any point during the Class Period. JPMC denies, inter alia, that Class Members, including Class Representative, suffered any harm or damages due to the Bank's conduct, while acknowledging allegations of abuse by Epstein are serious and may entitle Class Representative or other Class Members to compensation from Epstein's estate, his criminal co-conspirators, or others. 2 EFTA01652893  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 4 of 38 On February 7, 2023, JPMC moved to dismiss the Complaint. The Court granted in part and denied in part the motion on March 20, 2023. JPMC answered the Complaint on April 10, 2023. On April 28, 2023, Class Representative moved for class certification, which the Court granted on June 12, 2023. Class Counsel avers that it has worked on the Epstein case for years. Starting back in 2021, Class Counsel began conducting fact investigation and witness interviews and analyzing potential claims related to the Bank, which included the research and drafting of an initial complaint. Throughout the case, the Settling Parties engaged in hard-fought litigation. The Settling Parties conducted extensive fact, class certification, and expert discovery, taking depositions, producing and reviewing hundreds of thousands of pages of documents, and exchanging reports and rebuttal reports of three expert witnesses. The Class had more than 25 lawyers working on the case, and JPMC had a large number of lawyers working at both a large, prominent law firm and a trial litigation boutique. Class Counsel spent extensive hours working with the Class Representative to gather, review, and produce her relevant communications and documents and prepare for her deposition. Class Counsel also conducted extensive fact research and interviewed over fifty witnesses, including several dozen potential victims who were collectively instrumental in identifying the nature of the claims and the extent of the purported liability in this matter. Class Counsel then spent hundreds of hours communicating with potential class members throughout the duration of the case due to the nature and sensitivity of this matter and the importance of the matter to all who have been affected. The Settling Parties also filed numerous other discovery and procedural motions and spent a significant amount of time meeting and conferring on disputed discovery matters and subsequently requesting relief from the Court during many telephonic and in-court discovery 3 EFTA01652894  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 5 of 38 conferences. Class Counsel spent weeks preparing the Class Representative for her deposition including via Zoom, telephonically, and in person, and represented her at her deposition, taken on two separate dates during the fact discovery period, as well as her court-ordered medical examination under Fed. R. Civ. P. 35. Class Counsel filed a Motion for Class Certification in this case, which required extensive briefing, as well as extensive engagement with experts in support of the Motion. In May 2023, JPMC opposed class certification and filed a Daubed motion seeking to exclude expert testimony. On June 12, the Court granted the Class's motion for class certification and denied Defendant's Daubert motion as moot. Also in May 2023, the Parties agreed to engage in mediation. On May 30, 2023, the Settling Parties participated in a confidential mediation with experienced mediators, including retired Judge Layn Phillips of Phillips ADR. The mediation was preceded by the submission of mediation statements by the Settling Parties. The Settling Parties engaged in good faith negotiations and continued engaging in good faith negotiations, with the help of Judge Phillips, after the conclusion of the day-long mediation. The Settling Parties drafted a Confidential Settlement Term Sheet ("Term Sheet"), memorializing their agreement to settle the Class's claims against JPMC and end the Litigation, and executed the Term Sheet on June 11, 2023. The Term Sheet included, among other things, the Settling Parties' agreement to settle and dismiss with prejudice the Litigation and grant full mutual releases in return for a cash payment of $290 million ($290,000,000) by and/or on behalf of the Bank for the benefit of the Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. II. JPMC'S DENIALS OF LIABILITY Throughout this Litigation, JPMC has denied, and continues to deny, each and all of the claims and contentions alleged by Class Representative, individually and/or on behalf of the Class 4 EFTA01652895  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 6 of 38 Members, as well as any and all allegations of fault, liability, wrongdoing, or damages. Among other things, JPMC has expressly denied, and continues to deny, that it participated in the alleged Jeffrey Epstein sex trafficking venture in any way, that any Class Member, including Class Representative, has suffered any damages due to any conduct by JPMC, or that any Class Member, including Class Representative, was harmed by any of JPMC's conduct or the conduct of any Released Defendant Party alleged in the Litigation or that could have been alleged therein, except any conduct relating to or arising from any alleged sexual assault committed by a natural person against any Member of the Class, as described in §§ IV.1.25 & IV.4. 1 . JPMC maintains that it has meritorious defenses to the claims alleged in the Litigation. JPMC is entering into this Stipulation solely to eliminate the burden, expense, and uncertainty of further protracted litigation. JPMC has determined that it is desirable and beneficial to it that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation. For the avoidance of any doubt, JPMC makes no admission of liability, fault, damages, or any form of wrongdoing whatsoever, and this Settlement in no way represents, and may not be construed as, an admission of the merits of any claim. III. CLASS REPRESENTATIVE'S CLAIMS AND THE BENEFITS OF SETTLEMENT Class Representative and Class Counsel believe that the claims asserted in the Litigation have merit and that the evidence developed to date supports the claims asserted therein. However, Class Representative and Class Counsel recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Litigation through trial and duough appeals. Class Representative and Class Counsel also have accounted for the uncertain outcome and the risk of any litigation, especially in complex actions such as this Litigation, as well as the difficulties and delays inherent in this Litigation. Class Representative and Class Counsel also are mindful of the possible 5 EFTA01652896  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 7 of 38 defenses to the TVPA and common law violations alleged in the Litigation. Class Representative and Class Counsel believe that the Settlement set forth in this Stipulation confers substantial benefits upon the Class. Based on their own investigation and evaluation, Class Representative and Class Counsel have determined that the Settlement set forth in this Stipulation is in the best interests of Class Representative and the Class. IV. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between Class Representative (on behalf of herself and the Class Members) and JPMC, by and through their respective counsel that, subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in consideration of the benefits flowing to the Parties from the Settlement, the Litigation and the Released Claims shall be finally, fully and forever, compromised, settled, released, resolved, relinquished, waived, discharged, and dismissed with prejudice upon and subject to the terms and conditions of this Stipulation, as follows: 1. Definitions As used in this Stipulation, the following terms, when capitalized, have the meanings specified below: 1.1 "Allocated Amount" means the settlement amount from the Global Settlement Amount assigned to each Participating Claimant by the Claims Administrator in her sole discretion, subject to the terms of this Stipulation. For the avoidance of doubt, the total of all Allocated Amounts cannot exceed the Global Settlement Amount. 1.2 "Claims Administrator" means the individual who will be appointed by the Court to administer the Settlement. The Claims Administrator may designate other individuals to assist in allocating the Global Settlement Amount; all such designated appointees shall have appropriate 6 EFTA01652897  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 8 of 38 qualifications, skills, and relevant experience as determined by the Claims Administrator in her sole discretion. 1.3 "Class Counsel" means Boies Schiller Flexner LLP and Edwards Henderson Lehrman. 1.4 "Class" means all persons who were harmed, injured, exploited, or abused by Jeffrey Epstein, or by any person who is connected to or otherwise associated with Jeffrey Epstein or any Jeffrey Epstein sex trafficking venture, from January 1, 1998, to August 10, 2019, inclusive. This includes, but is not limited to, (1) individuals under the age of 18 who engaged in sexual contact with Epstein and/or a person connected to or otherwise associated with Epstein, and received money or something else of value in exchange for engaging in that sexual contact (even if the sexual contact was perceived to be consensual); (2) individuals aged 18 or older who were forced, coerced, or defrauded into engaging in sexual contact by Epstein and/or anyone connected to Epstein or otherwise associated with Epstein by, for example, using physical force, threatening serious harm or legal action, making a false promise, or causing them to believe that not engaging in sexual contact would result in serious harm, and who received money or something else of value in exchange for engaging in that sexual contact; (3) individuals of any age with whom Epstein, and/or a person connected to or otherwise associated with Epstein, engaged in sexual contact without consent (even if the sexual contact was perceived to be consensual provided that the individual was under the age of 18 at the time of engaging in that contact); and (4) individuals falling into examples (1)-(3) where the sexual contact occurred prior to January I, 1998, who were harmed during the Class Period by the alleged obstruction of any government investigation or were otherwise harmed by Epstein's conduct or were prevented within the Class Period from contacting law enforcement or otherwise seeking help by Epstein and/or anyone connected to Epstein or 7 EFTA01652898  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 9 of 38 otherwise associated with Epstein by, for example, physical force, the threat of serious harm or legal action, or making a false promise. JPMC stipulates, agrees, and consents to the definition of "Class" for the sole purpose of the Settlement, and without prejudice to its right to challenge class certification and/or the class definition in the event that this Stipulation or the Settlement is terminated or the Effective Date otherwise fails to occur for any reason. Any petition JPMC files pursuant to Fed. R. Civ. P. 23(f) to appeal the Court's June 12, 2023, Order granting class certification will not be deemed inconsistent with the terms of the Stipulation or the Settlement if JPMC files a motion to hold the petition in abeyance pending final approval of this Settlement no later than two business days after filing the petition. JPMC shall withdraw any pending petition before the Second Circuit within two business days of the Effective Date. 1.5 "Class Member" or "Member of the Class" means a Person who falls within the definition of the Class as set forth in ¶ 1.4 above. 1.6 "Class Period" means the period from January 1, 1998, to August 10, 2019, inclusive. 1.7 "Court" means the United States District Court for the Southern District of New York. 1.8 "Defendant" means JPMorgan Chase Bank, N.A. 1.9 "Defendant's Counsel" means Wilmer Cutler Pickering Hale and Don LLP and Massey & Gail LLP. 1.10 "Effective Date," or the date upon which this Settlement becomes "Effective," means the date that all Participating Claimants, who, in accordance with the process laid out in § IV.5, have been determined to be eligible to receive an Allocated Amount by the Claims Administrator, have been paid from the Qualified Settlement Fund. 8 EFTA01652899  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 10 of 38 1.11 "Escrow Agent" means the Claims Administrator. 1.12 "Final" means, with respect to any order or Judgment of the Court, that such order or Judgment represents a final and binding determination of all issues within its scope and has not been reversed, vacated, or modified in any way and is no longer subject to appellate review, either because of disposition on appeal and conclusion of the appellate process or because of expiration of time for seeking appellate review, without action. Without limitation, an order or Judgment becomes final when: (a) either no appeal therefrom has been filed and the time has passed for any notice of appeal to be timely filed therefrom; or (b) an appeal has been filed and either (i) the court of appeals has either affirmed the order or Judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed, or (ii) a higher court has granted further appellate review and that court has either affirmed the underlying order or judgment or affirmed the court of appeals' decision affirming the Judgment or dismissing the appeal. For purposes of this paragraph, an "appeal" shall include any motion for reconsideration or petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this Settlement. Any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to: (i) attorneys' fees, costs, or expenses, and (ii) the procedures for determining and paying Allocated Amounts, shall not in any way delay, affect, or preclude the Judgment from becoming Final. 1.13 "Global Settlement Amount" means $290,000,000 (two-hundred-and-ninety million United States Dollars) in cash to be paid by wire transfer to the Qualified Settlement Fund pursuant to ¶ 2.2 of this Stipulation. 9 EFTA01652900  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 11 of 38 1.14 "Judgment" means the Final Judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit B, as well as any form of final judgment that may be entered by the Court in a form other than the form attached hereto as Exhibit B. 1.15 "Litigation" means the action captioned Jane Doe 1 v. JPMorgan Chase Bank, N.A., Case No. 1:22-CV-10019 (JSR) now pending in the United States District Court for the Southern District of New York. 1.16 "Net Settlement Fund" means the Global Settlement Amount less: (i) any Court- awarded attorneys' fees, expenses, and interest thereon; (ii) Notice and Administration Expenses (defined in ¶ 2.8 below); (iii) Taxes (defined in ¶ 2.10(b) below); and (iv) any other Court- approved deductions. 1.17 "Notice" means the notice of settlement to be provided to Class Members, available at Exhibit A-1. Notice will be provided within 10 calendar days following the Court's preliminary approval of the Settlement. 1.18 "Notice Period" is the period of time from the day Notice is provided through the deadline to submit a Questionnaire and Release. 1.19 "Opt-Out Form" means the Court-approved Form completed by any member of the Court-certified settlement class who wishes to opt out of the class. All such forms must be submitted to the Claims Administrator no later than 30 days after Notice is provided. The Claims Administrator will notify Class Counsel and Defendant's Counsel of the name of each person who submits an Opt-Out Form within 7 days thereafter. 1.20 "Participating Claimant" means any Member of the Class who submits the required Questionnaire and Release to the Claims Administrator for determination of an 10 EFTA01652901  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 12 of 38 Allocated Amount. A Member of the Class is a Participating Claimant regardless of whether she is determined to be entitled to an Allocated Amount by the Claims Administrator. 1.21 "Person(s)" means an individual, corporation (including all divisions and subsidiaries thereof), limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and all of their respective spouses, heirs, beneficiaries, executors, administrators, predecessors, successors, representatives, or assignees when acting in their capacity as such. 1.22 "Plan of Allocation" means the proposed plan or formula of allocation of the Net Settlement Fund whereby the Net Settlement Fund shall be distributed to Participating Claimants in Allocated Amounts. 1.23 "Qualified Settlement Fund" means an account maintained at a financial institution where the Global Settlement Amount will be held in escrow. Such account will be funded by JPMC within fifteen business days after preliminary approval of the Settlement by the Court. 1.24 "Questionnaire and Release" means the forms that each Participating Claimant must submit to be eligible for an Allocated Amount. The Questionnaire and Release must be submitted to the Claims Administrator no later than 60 days after Notice is provided. 1.25 "Released Plaintiffs' Claims" means any and all claims, rights and causes of action against Released Defendant Parties of every nature and description, duties, obligations, demands, actions, matters, debts, sums of money, suits, contracts, agreements, promises, issues, judgments, losses, damages and liabilities, including both known and Unknown Claims, whether fixed or 11 EFTA01652902  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 13 of 38 contingent, mature or not mature, accrued or unaccrued, liquidated or unliquidated, concealed or hidden, suspected or unsuspected, direct or indirect, regardless of legal or equitable theory and whether arising under federal law, state law, statutory law, common law, foreign law, or any other law, rule, or regulation, whether class, representative, and/or individual in nature, against Released Defendant Parties that the Released Plaintiff Parties (a) asserted in the Litigation against the Released Defendant Parties, (b) could have asserted in the Litigation against the Released Defendant Parties, (c) could in the future assert in any other action or forum assert against the Released Defendant Parties, (d) have relating to or arising from any harm, injury, abuse, exploitation, or trafficking by Jeffrey Epstein or by any Person who is in any way connected to or otherwise associated with Jeffrey Epstein, or (e) have arising from or connected in any way to the employment with JPMC of any natural person who is a Released Defendant Party. "Released Plaintiffs' Claims" does not include: (i) any claims of any Person who submits an Opt-Out Form that is accepted by the Court; (ii) claims relating to the enforcement of the Settlement; or (iii) any individual claims against any natural person who is a Released Defendant Party for any alleged sexual assault committed by that natural person against any Member of the Class. For the avoidance of doubt, nothing contained in this Stipulation of Settlement shall constitute a release of any Class Members' claims against any natural person who sexually abused them. This release is intended to release, to the maximum extent allowable under law, any claims, rights and causes of action against Released Defendant Parties of every nature and description, duties, obligations, demands, actions, matters, debts, sums of money, suits, contracts, agreements, promises, issues, judgments, losses, damages and liabilities, including both known and Unknown Claims, whether fixed or contingent, mature or not mature, accrued or unaccrued, liquidated or unliquidated, concealed or hidden, suspected or unsuspected, direct or indirect, regardless of legal or equitable 12 EFTA01652903  Case 1:22-cv-10019-JSR Document 181-1 Filed 06/22/23 Page 14 of 38 theory and whether arising under federal law, state law, statutory law, common law, foreign law, or any other law, rule, or regulation, that could be brought to recover damages from the Released Defendant Parties on behalf of a Member of the Class by any other party, including any sovereign or government, relating to or arising from any Member of the Class's harm, injury, abuse, exploitation, or trafficking by Jeffrey Epstein or by any person who is in any way connected to or otherwise associated with Jeffrey Epstein, as well as any right to recovery on account thereof. 1.26 "Released Defendants' Claims" means any and all claims, rights and causes of action of every nature and description, duties, obligations, demands, actions, matters, debts, sums of money, suits, contracts, agreements, promises, issues, judgments, losses, damages and liabilities, including both known and Unknown Claims, whether fixed or contingent, mature or not mature, accrued or unaccrued, liquidated or unliquidated, concealed or hidden, suspected or unsuspected, direct or indirect, regardless of legal or equitable theory and whether arising under federal law, state law, statutory law, common law, foreign law, or any other law, rule, or regulation, whether class, representative, and/or individual in nature, against Released Plaintiff Parties that arise out of or relate in any way to the institution, prosecution, or settlement of the Litigation, except for claims relating to the enforcement of the Settlement. 1.27 "Released Defendant Party" or "Released Defendant Parties" mean (i) any and all of Defendant and Defendant's Counsel and each of their successors, predecessors, and past, present, and future: parent corporations, sister corporations, subsidiaries, and affiliated Persons and (ii) any and all of the foregoing's respective past, present, or future: principals, assigns, assignors, legatees, devisees, executors, administrators, estates, heirs, spouses, receivers and trustees, settlors, beneficiaries, members, equity holders, officers, directors, partners, managers,