1

143155236.12

SETTLEMENT AGREEMENT AND RELEASE

Steven Scharfstein v. BP West Coast Products, LLC

Multnomah County Circuit Court Case No. 1112-17046

This Settlement Agreement and Release (“Agreement”) is entered into as of March 11, 2019, by and among Class Representative Steven Scharfstein, the Class Members (as defined below), Class Counsel (as defined below), the Oregon State Bar, the Oregon Community Foundation, on the one hand, and Defendant BP West Coast Products, LLC, on the other (each, a “Party” and collectively, the “Parties”). This Agreement is intended by Class Representative, individually and on behalf of all Class Members, Class Counsel, the Oregon State Bar, the Oregon Community Foundation, and Defendant BP West Coast Products to fully, finally and forever resolve, discharge, settle, and release the Released Claims (as defined below), subject to the approval of the Court, and the terms and provisions set forth in this Agreement.

DEFINITIONS

In addition to the definitions contained elsewhere in this Agreement, the following definitions shall apply:

(a) “Administrative Fund” shall mean the funds transferred by BPWCP into anaccount pursuant to this Agreement, as required by Section 10 below, together with such income as that fund may earn and less such expenses as it may accrue as provided herein.

(b) “Amended General Judgment” means the Amended General Judgment entered bythe Court in the Lawsuit on May 31, 2016.

(c) “Base Amount” shall be the total money award to each Judgment Creditor underthe Amended General Judgment, as defined below, but excluding any applicable post-judgment interest.

(d) “Claims Administrator” shall mean Epiq Systems.

(e) “Class Counsel” shall mean the following three attorneys: David F. Sugerman,Amy Johnson, or Tim Quenelle.

(f) “Class Representative” shall mean Steven Scharfstein.

(g) “Court” shall mean the Circuit Court of the State of Oregon, in and for theCounty of Multnomah.

(h) “BPWCP” shall mean BP West Coast Products, LLC.

(i) “BPWCP’s Counsel” shall mean Perkins Coie LLP.

2

143155236.12

(j) “Class Members” shall mean those members of the class defined in the Amended General Judgment, as defined above, which includes Class Representative and all consumers who, between January 1, 2011, and August 30, 2013, bought BP-branded gasoline, including gasoline plus additional items, at Oregon ARCO stations or Oregon am/pm minimarkets, who paid with a debit card and who were charged a debit-card fee. But excluded from the class are 2,441 former class members who filed valid opt-out forms and are specifically identified in Exhibit A to the Amended General Judgment, which is incorporated herein by reference. Also excluded from the class are attorneys for the class; jurors and alternate jurors in the Lawsuit; any judge who sits on the Lawsuit; any person who previously settled or had a court, arbitrator, or other legal authority decide a claim involving a dispute over debit-card fees charged by BPWCP, on or after January 1, 2011; and certain key employees of Kinsella Media and the Claims Administrator.

(k) “Escrow Holder” shall mean the financial institution with which the Claims Administrator, with approval by Class Counsel and BPWCP, will open an escrow account for the Settlement Fund, as set out in Section 9, below.

(l) “Final Approval Hearing” shall be the hearing on any and all motions for final approval of this Agreement, and “Final Approval Hearing Date” shall be the date set by the Court for the Final Approval Hearing. The Final Approval Hearing Date shall be at least twenty-one (21) days after the Objection Deadline.

(m) “Final Approval Order” shall mean the Order approving this Agreement issued by the Court at or after the Final Approval Hearing Date and materially identical to Exhibit 4, hereto.

(n) “Final Payment Date” is on or about July 15, 2020.

(o) “General Judgment of Dismissal” means the general judgment that the Court will enter in the Lawsuit pursuant to the Settlement and materially identical to Exhibit 5, hereto.

(p) “Initial Payment Date” is the later of July 15, 2019, or within five (5) business days following the date that the General Judgment of Dismissal, as defined below, becomes final, with simple interest at 3 percent per annum accruing until paid.

(q) “Instructions” shall mean the instructions for filing any objections to the Settlement, which will be provided to the Class Members, as ordered by the Court in its Preliminary Approval/Notice Order and materially identical to Exhibit 3, hereto.

(r) “Judgment Creditors” shall mean Class Representative, Class Members, Class Counsel, OSB, and OCF.

(s) “Lawsuit” shall mean Steven Scharfstein v. BP West Coast Products, LLC, Multnomah County Circuit Court Case No. 1112-17046.

3

143155236.12

(t) “Motion for Final Approval” shall mean the motion or motions filed by Class Counsel, as referenced in Section 7, below.

(u) “Motion for Preliminary Approval” shall mean the motion or motions filed by Class Counsel, as referenced in Section 4, below.

(v) “Notice of Settlement” shall mean the Notice of Class Action Settlement and Final Approval Hearing provided for under the terms of this Agreement, as ordered by the Court in its Preliminary Approval/Notice Order, and shall refer to the form of Notice of Settlement attached hereto as Exhibit 2.

(w) “Objection Deadline” shall mean the date set by the Court as the deadline by which an objecting Class Member has to provide a written objection to the Settlement as specified in Section 6, below. The Objection Deadline shall be forty (40) days after the date the Notice of Settlement is mailed to the Class Members.

(x) “Objectors” shall mean those Class Members who provide a written objection to the Settlement as specified in Section 6, below.

(y) “OCF” shall mean Oregon Community Foundation.

(z) “OSB” shall mean the Oregon State Bar.

(aa) “Preliminary Approval/Notice Order” shall mean the Order issued by the Court preliminarily approving this Agreement and approving the Notice Plan, as provided in Section 4, below, and materially identical to Exhibit 1, hereto.

(bb) “Settlement” shall mean the settlement terms set out in this Agreement.

(cc) “Settlement Fund” shall mean the funds transferred by BPWCP into an escrow account with the Escrow Holder pursuant to this Agreement and subject to an escrow agreement, as required by Section 9, below, together with such income as that fund may earn and less such expenses as it may accrue as provided herein. The Settlement Fund shall be a Qualified Settlement Fund, as provided in Section 9, below.

RECITALS

A. On or about December 29, 2011, Class Representative filed a putative class action complaint alleging violations of Oregon’s Unlawful Trade Practices Act (“UTPA”). The Lawsuit is now known as Steven Scharfstein v. BP West Coast Products, LLC, Multnomah County Circuit Court Case No. 1112-17046, and the current operative complaint is the Fourth Amended Complaint.

B. In March 2012, BPWCP filed an answer, denying generally all material allegations therein, and raising various affirmative defenses.

4 143155236.12

C. In September 2013, the Court certified Class Representative’s claims for class treatment. The class included all consumers who, between January 1, 2011, and August 30, 2013, bought BP-branded gasoline, including gasoline plus additional items, at Oregon ARCO stations or Oregon am/pm minimarkets, who paid with a debit card and who were charged a debit-card fee. But excluded from the class are 2,441 former class members who filed valid opt-out forms and are specifically identified in Exhibit A to the Amended General Judgment, which is incorporated herein by reference. Also excluded from the class are attorneys for the class; jurors and alternate jurors in the Lawsuit; any judge who sits on the Lawsuit; any person who previously settled or had a court, arbitrator, or other legal authority decide a claim involving a dispute over debit-card fees charged by BPWCP, on or after January 1, 2011; and certain key employees of Kinsella Media and the Claims Administrator.

D. In January 2014, the Court presided over a jury trial on the claims contained in the Fourth Amended Complaint. At the end of that trial, the jury found that BPWCP had violated the UTPA and acted recklessly. The Court found BPWCP liable for statutory damages of $200 per Class Member.

E. In November 2014, the Claims Administrator provided notice by direct mail to the Class Members informing them that the Court had certified a class, of the outcome of trial, of the amount requested for attorney fees by Class Counsel, and that the deadline for opting out of the Class was January 23, 2015, and that the deadline for objections, including an opportunity to object to the potential amount of attorney fees, was January 29, 2015.

F. Then, in March 2015, the Court considered and overruled objections to the attorney fees and ordered that the Class Members pay to Class Counsel attorney fees in the amount of $60,277,860 from a common fund of the class damages (the “Common Fund Award”). The Court also approved an additional attorney-fee settlement between Class Counsel and BPWCP, under which BPWCP agreed to pay Class Counsel $1,585,600 for attorney fees and $292,892 in costs, and $6,121,508 to the Class Members, to be applied to the Common Fund Award.

G. During that same time, the Oregon Legislature amended the class-action rule in the Oregon Rules of Civil Procedure. Pursuant to that amendment, “if the court finds that payment of all or part of the damages to class members [in a class action] is not practicable,” at least 50 percent of the unpaid amount is paid to the OSB for purposes of funding legal aid in Oregon, and the remaining unpaid amount is provided to “any entity for purposes that the court determined are directly related to the class action or directly beneficial to the interests of the class members.” ORCP 32 O.

H. Consistent with that amendment, in May 2016, the Court entered Findings of Fact, Conclusions of Law Regarding Cy Pres Distribution of Unclaimed Damages (the “Cy Pres Order”). In the Cy Pres Order, the Court found that 330,271 Class Members had not filed a claim or opted out of the Lawsuit. Thus, the Court ultimately found that the amount of damages

5 143155236.12

awarded to but not claimed by the 330,271 absent Class Members was $66,054,200 (the “Unclaimed Amount”).

I. The Cy Pres Order concluded that the OSB should receive half of the Unclaimed Amount, and that the other half should go to OCF, which would hold the money in a separate component fund for a yet-to-be-formed consumer protection nonprofit organization and the University of Oregon for purposes of interdisciplinary studies on issues affecting consumers in Oregon.

J. On May 31, 2016, the Court entered the Amended General Judgment against BPWCP, consistent with its prior orders. In the Amended General Judgment, the Court found that there were 2,046,500 Class Members. Under the Amended General Judgment, the Court awarded the following amounts: (1) $282,967,940 to the Class Members for 1,716,229 valid claims; (2) $60,277,860 to Class Counsel, (3) $8,000,000 for the attorney-fee settlement ($1,878,492 directly to Class Counsel and $6,121,508 to the Class Members to offset the Common Fund Award); (4) $33,027,100 to the OSB; and (5) $33,027,100 to OCF. Additionally, those awards included the statutory post-judgment interest rate of 9 percent per annum.

K. BPWCP timely appealed the Court’s Amended General Judgment to the Oregon Court of Appeals. In lieu of posting a bond, the parties entered into an alternative security agreement, whereby BP Corporation North America, Inc., issued a guaranty and provided certain reports during the pendency of the appeal. On May 31, 2018, the Oregon Court of Appeals issued its opinion, affirming the judgment of the Court. BPWCP filed a petition for review with the Oregon Supreme Court, and that court denied the petition on November 8, 2018.

L. Now, BPWCP intends to file with the United States Supreme Court a petition for a writ of certiorari to the Oregon Court of Appeals. In so doing, BPWCP intends to argue that the statutory damages awarded under the UTPA in the Lawsuit are unconstitutionally excessive and in violation of federal due process.

M. The class intends to oppose BPWCP’s petition by arguing that BPWCP waived the excessiveness issue and federal due process defense by failing to timely raise those issues, and, in any event, the judgment is not unconstitutionally excessive and comports with due process.

N. On January 30, 2019, following good-faith, adversarial negotiations in mediation, Class Counsel and BPWCP reached a preliminary settlement of the issues asserted by BPWCP on appeal, subject to the entering into of a definitive settlement agreement acceptable to all Judgment Creditors and BPWCP.

O. Based on their investigation, Class Counsel believe that they will prevail on appeal, but also have concluded that the terms of this Agreement are fair, reasonable, adequate, and in the best interests of all the Class Members, and Class Counsel have agreed to settle all issues that could have been asserted on appeal against BPWCP under the terms of this

6

143155236.12

Agreement, after considering: (i) the benefits that the Class Members will receive from the Settlement described in this Agreement; (ii) the attendant risks of appeal; (iii) the difficulties, expense, and delays inherent in such appeal; (iv) the value of finality; (v) the belief that the Settlement is fair, reasonable, adequate, and in the best interest of the Class Members; and (vi) the desirability of permitting the Settlement contained in this Agreement.

P. BPWCP believes that it will prevail on appeal, and that its arguments thereto have substantial merit and BPWCP therefore denies the constitutionality of the Amended General Judgment against it. BPWCP, moreover, has asserted, and continues to assert on appeal, in response to the assertion of a class action, inter alia, that none of the claims asserted in the Lawsuit are appropriate for class certification. BPWCP also has taken into account the length and expense of continued proceedings necessary for defense of the Lawsuit through appeal. BPWCP, therefore, has entered into this Agreement solely for the purpose of avoiding the continuing additional expenses, inconvenience, and distraction of the Lawsuit, without admitting any wrongdoing or liability whatsoever, and without waiving any defense or argument that was, or could have been, asserted in the Lawsuit on appeal. By so doing, BPWCP desires to settle, compromise, and terminate with prejudice the Lawsuit, and to put to rest forever all claims which have, or could have been, asserted therein or which arise from, or in any way concern, the acts, facts, transactions, occurrences, representations, or omissions alleged in the Fourth Amended Complaint.

Q. The Parties expect that the settlement of all claims of the Judgment Creditors must occur through a process in which the Court approves this Agreement.

R. The Parties expect that, if this Agreement is approved, the Court will authorize certain various funds into which the agreed monetary consideration will be paid, then later distributed to the Judgment Creditors in accordance with a payment procedure approved by the Court.

S. The Parties now desire that this Agreement permanently resolve and settle all claims that the Judgment Creditors may have against BPWCP.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into and are an integral part of this Agreement, and in consideration of the mutual promises below, the sufficiency of which the Parties readily acknowledge and accept, the Parties agree as follows:

1. SCOPE OF AGREEMENT.

This Agreement shall not apply to any BP-affiliated entity or organization, other than BPWest Coast Products, LLC.

7 143155236.12

2. SETTLEMENT PURPOSES ONLY.

This Agreement is governed by the terms of Rule 408 of the Oregon Evidence Code and similar provisions and is for settlement purposes only, and neither the fact of, nor any term or provision contained in, this Agreement or its attached exhibits, nor any action taken hereunder shall constitute, be construed as, or be admissible in evidence as, any admission of the validity of any claim or any fact alleged by the Class Representative and the class in this Lawsuit, or any other pending or subsequently filed action, appeal, or other proceeding or of any wrongdoing, fault, violation of law, or liability of any kind on the part of BPWCP or admission by BPWCP of any claim or allegation made in this Lawsuit or in any action, nor as admission by the Class Representative, the Class Members or Class Counsel of the validity of any fact or defense asserted against them in the Lawsuit or in any other pending or subsequently filed action or appeal.

3. PAYMENTS BY BPWCP

(a) In consideration for a reduction in the interest awarded to the Class Members under the Amended General Judgment, BPWCP agrees to make two (2) equal payments into the Settlement Fund to cover the Base Amount that the Class Members are entitled to under the Amended General Judgment, plus 3 percent per annum, simple interest beginning on June 1, 2016. BPWCP will make the first payment on the Initial Payment Date. The first payment will include the following two components: (1) one-half of the Base Amount that the Class Members are entitled to under the Amended General Judgment, and (2) three percent simple interest on one-half of the Base Amount, accrued per annum from June 1, 2016 through the Initial Payment Date. BPWCP will make the second payment on the Final Payment Date. The second payment will include the following two components: (1) the remaining one-half of the Base Amount that the Class Members are entitled to under the Amended General Judgment, and (2) three percent simple interest on that remaining one-half of the Base Amount, accrued per annum from June 1, 2106 through the Final Payment Date.

(b) In consideration for a reduction in the interest awarded to Class Counsel, the OSB, and OCF, under the Amended General Judgment, BPWCP agrees to make two (2) equal payments into the Settlement Fund to cover the Base Amount that Class Counsel, the OSB, and OCF are entitled to under the Amended General Judgment, plus 3 percent per annum, simple interest beginning on June 1, 2016. Except, BPWCP will not pay any interest (0%) on $8,000,000 of the Base Amount owed to Class Counsel. BPWCP will make the first payment on the Initial Payment Date. The first payment will include the following two components: (1) one-half of the Base Amount that Class Counsel, the OSB, and OCF are entitled to under the Amended General Judgment, and (2) three percent simple interest on one-half of the Base Amount (except for $4,000,000 of the Base Amount to Class Counsel), accrued per annum from June 1, 2016 through the Initial Payment Date. BPWCP will make the second payment on the Final Payment Date. The second payment will consist of the following two components: (1) the remaining one-half of the Base Amount that Class Counsel, the OSB, and OCF, are entitled to under the Amended General Judgment, and (2) three percent simple interest on that remaining

8 143155236.12

one-half of the Base Amount (except for $4,000,000 of the Base Amount to Class Counsel), accrued per annum from June 1, 2016 through the Final Payment Date.

(c) BPWCP also agrees to make certain payments into an Administrative Fund to cover the costs and expenses associated with administering and facilitating the notice procedures; the Settlement Fund, including issuance of checks and/or wire payments; and other fees and administrative costs. The Administrative Fund shall be reversionary and all amounts in the Administrative Fund that are not distributed as authorized under this Agreement shall be returned to BPWCP.

4. PRELIMINARY APPROVAL/NOTICE ORDER.

(a) As soon as reasonably practical after execution of this Agreement, Class Counsel and BPWCP’s Counsel shall jointly request a scheduling conference with the Presiding Judge of the Court to seek a preliminary-approval hearing as soon as possible. Class Counsel shall then: (1) file the Agreement, including the exhibits attached hereto, with the Court; and (2) file a motion for preliminary approval of the Agreement and Notice Plan with the Court and seeking entry of the Preliminary Approval/Notice Order substantially in the form attached hereto as Exhibit 1.

(b) Within five (5) business days after entry of the Preliminary Approval/Notice Order, BPWCP shall obtain from BP Corporation North America, Inc. (“BP Corp.”), an executed Guaranty Agreement in which BP Corp. has agreed to guarantee that, if BPWCP defaults in the payment of any of BPWCP’s payment obligations arising under this Agreement, calculated in accordance with the terms of this Agreement, BP Corp. shall pay to the Judgment Creditors such sum not paid by BPWCP in accordance with the terms of the Agreement. BPWCP’s Counsel shall possess and retain the Guaranty Agreement signed by BP Corp., until such time as it is required pursuant to Section 8 of this Agreement that the signed Guaranty Agreement be delivered to Class Counsel for further execution by the Judgment Creditors. The Guaranty Agreement signed by BP Corp. is not valid or enforceable until delivered and fully executed by the Judgment Creditors as provided in Section 8 of this Agreement. If the Court does not enter a General Judgment of Dismissal pursuant to Section 8, then this Guaranty Agreement will not become valid or enforceable and BPWCP may destroy the original copy of this Guaranty Agreement signed by BP Corp.

(c) Within five (5) days after entry of the Preliminary Approval/Notice Order, the

Judgment Creditors shall sign a Termination of Guaranty Agreement (“Termination Agreement”), terminating the certain Guaranty Agreement dated July 19, 2016, in which BP Corp. agreed to guarantee payment by BPWCP of the money awards in the Amended General Judgment. Class Counsel shall possess and retain the Termination Agreement signed by the Judgment Creditors, until such time as it is required pursuant to Section 8 of this Agreement that the signed Termination Agreement be delivered to BPWCP for further execution by BP Corp. The signed Termination Agreement is not valid or enforceable until delivered and fully executed by BP Corp. as provided in Section 8 of this Agreement. If the Court does not enter a General

9 143155236.12

Judgment of Dismissal pursuant to Section 8, then the Termination Agreement will not become valid or enforceable and the Judgment Creditors may destroy the original copy of the Termination Agreement signed by the Judgment Creditors.

5. NOTICE PLAN.

(a) After the Court enters the Preliminary Approval/Notice Order, the Claims Administrator will provide Notice of Settlement to the Class Members as set forth below.

(b) No later than fourteen (14) business days after the Court enters the Preliminary Approval/Notice Order, the Claims Administrator shall send Notice of Settlement, substantially in the form attached hereto as Exhibit 2 (as part of a single mailing), to the Class Members. The mailed Notice of Settlement shall direct the Class Members to a preexisting website (www.DebitCardClassAction.com), which will provide the Class Members with additional Notice and Instructions, substantially in the form included in Exhibit 3.

(c) The mailed Notice of Settlement shall be sent using the same mailing methods that the Claims Administrator used for sending the class notice in November 2014. Except, prior to mailing, the Claims Administrator will seek to update the mailing addresses of the Class Members through the National Change of Address Database. Upon request by a Class Member to the Claims Administrator or Class Counsel, either may provide the Notice of Settlement and Instructions via email.

(d) If a Class Member makes a written request to the Claims Administrator, either by U.S. Mail or by email to the electronic address established by the Claims Administrator, for a copy of his or her Notice of Settlement and Instructions, then the Claims Administrator shall send a copy of those documents to such Class Member, either by U.S. Mail, email, or both, to the address(es) provided by the Class Member.

(e) At least seven (7) days prior to the Final Approval Hearing Date, the Claims Administrator shall provide notice, to both Class Counsel and BPWCP’s Counsel, in the form of a declaration certifying that the notice procedures described above have been implemented and stating the dates on which the Notice of Settlement mailing was completed. This declaration shall be filed with the Court.

(f) Neither Class Counsel nor the Claims Administrator shall have any obligation to provide information regarding the Settlement or the Final Approval Hearing to any Class Member in any manner other than what is set forth in this Section.

(g) The Class Members shall not be provided any type of notice by the Class Representative, Class Counsel, or BPWCP other than as set forth above in Paragraphs 5(b)-(e). Nothing herein shall prevent (1) Class Counsel from directing inquirers to the Notice of Settlement and Instructions, (2) Class Counsel from contacting or responding to questions from Class Members, (3) the Judgment Creditors from participating in any part of the process for

10 143155236.12

auditing, (4) Class Counsel providing the Class Members with any of the approved notices, and (5) any Party from responding to any inquiries from members of the public regarding the Settlement, including via social media and media, provided that any comments (i) state that there is a settlement of the Lawsuit that is subject to Court approval and other conditions, and/or (ii) refer the inquirer to the Notice of Settlement and Instructions, and/or (iii) summarize or quote statements made in publicly available filings in the Lawsuit. The limitations contained herein are not intended to limit, bar, or alter communications or disclosure otherwise required by law.

(h) BPWCP and Class Counsel will coordinate the notice procedures set out in this Section with the Claims Administrator. Per Paragraph (3)(c) above, BPWCP agrees to bear the reasonable associated administrative costs with the notice procedures.

(i) The Class Representative and Class Counsel will cooperate with BPWCP and the Claims Administrator in carrying out the notice procedures set out in this Section.

6. OBJECTING TO THE SETTLEMENT.

(a) Any Class Member (other than the Class Representative) may object to the Settlement by complying with the procedures set out in this Section.

(b) No later than the Objection Deadline, the objecting Class Member must prepare, file with the Court, and provide the Claims Administrator, Class Counsel, and BPWCP’s Counsel with a written objection containing the following:

i. A heading referring to the Case Number 1112-17046, pending before the Multnomah County Circuit Court in the State of Oregon and entitled “Steven Scharfstein v. BP West Coast Products, LLC”;

ii. A detailed written statement of the specific factual and legal basis for each objection, including why the objector has chosen to object;

iii. If the Class Member wants to appear at the Final Approval Hearing, a statement that the Class Member intends to appear, and the grounds or specific reasons for the Class Member’s desire to appear and be heard;

iv. A list of and copies of all documents that the Class Member may seek to use at the Final Approval Hearing, and a list of the names of any witnesses that the Class Member wants to present at the Final Approval Hearing; and

v. If the Class Member is represented by counsel, counsel’s name, address, and telephone number. Any counsel representing an objecting Class Member must file a notice of appearance and Points and Authorities in support of the objection, which brief shall contain any and all legal authority upon which the objector will rely and confirm whether the

11 143155236.12

attorney intends to appear at the Final Approval Hearing. Copies of these documents must be filed with the Clerk of the Court and delivered to Class Counsel and BPWCP’s Counsel no later than the Objection Deadline.

(c) An objection will be invalid and will not be considered if the submission does not provide all of the requested information in Paragraph 6(b), is received after the Objection Deadline, or is not timely filed with the Court and mailed to the correct addresses for the Claims Administrator, Class Counsel, and BPWCP’s Counsel listed on the Notice of Settlement.

(d) Class Representative agrees that the Agreement is fair and reasonable to the Class Members and that he does not, and will not, object to the Agreement, and hereby waives any right that he may have had to do so.

7. MOTION FOR FINAL APPROVAL.

(a) At the Final Approval Hearing, Class Counsel shall apply to the Court for an Order of Final Approval in the Lawsuit substantially in the form attached hereto as Exhibit 4, providing the following:

i. finally approving this Agreement, adjudging the terms thereof to be fair, reasonable, and adequate, and directing consummation of its terms and provisions;

ii. approving the notice and objection procedures, and finding that the Notice Plan complied with ORCP 32 and fully met with the requirements of the Oregon Rules of Civil Procedure, due process, the United States Constitution, the Oregon Constitution, and any other applicable law;

iii. ordering BPWCP and the Judgment Creditors, on behalf of themselves and the Class Members, to assume their respective attorney fees, costs and other expenses incurred in connection with the Lawsuit except as otherwise provided herein;

iv. approving entry, after the Final Approval Order is signed by the Court, of a General Judgment of Dismissal;

v. declaring that the Final Approval Order and General Judgment of Dismissal are binding upon all Judgment Creditors;

vi. stating that the Agreement shall not be offered or admitted into evidence and the Settlement shall not be or referred to in any way (orally or in writing) in any other action, arbitration, or other proceeding, except as allowed by Rule 408 of the Oregon Evidence Code (and specifically

12

143155236.12

excepting the Lawsuit and/or a proceeding involving an effort to enforce the Agreement);

vii. stating that the Settlement itself shall have no precedential, collateralestoppel, or res judicata effect against BPWCP in any matter orproceeding other than (a) this Lawsuit and/or (b) a proceeding involvingan effort to enforce the Settlement; and

viii. retaining continuing and exclusive jurisdiction to enforce the terms of thisAgreement.

8. ENTRY OF GENERAL JUDGMENT OF DISMISSAL.

(a) The Final Approval Order shall authorize the Court to enter a General Judgmentof Dismissal substantially in the form attached hereto as Exhibit 5.

(b) Within two (2) business days after entry of the General Judgment of Dismissal, BPWCP shall deliver to Class Counsel the Guaranty Agreement signed by BP Corp., as referenced in Section 4 of this Agreement. Within five (5) business days of receiving the signed Guaranty Agreement from BPWCP, the Judgment Creditors will each sign the Guaranty Agreement, and Class Counsel will deliver to BPWCP the fully executed Guaranty Agreement.

(c) Within two (2) business days after entry of the General Judgment of Dismissal, Class Counsel shall deliver to BPWCP the Termination Agreement signed by the Judgment Creditors, as referenced in Section 4 of this Agreement. Within five (5) business days of receiving the signed Termination Agreement from Class Counsel, BPWCP will deliver to Class Counsel the fully executed Termination Agreement.

9. QUALIFIED SETTLEMENT FUND.

(a) By the Initial Payment Date, assuming that date is July 15, 2019, BPWCP shalltransfer the sum of $227,825,424.66 into the Settlement Fund. Then, by the Final Payment Date, assuming that date is July 15, 2020, BPWCP shall transfer the remaining sum of $233,964,924.66 into the Settlement Fund. If either the Initial Payment or the Final Payment is made on a different date, the amount of interest shall be adjusted at a daily rate of $16,820.547945. The Settlement Fund shall be established by Escrow Holder as a separate escrow account constituting a Qualified Settlement Fund (“QSF”) as described in Treasury Regulation §1.46813-1, 26 C.F.R. §1.468B-1. Huntington National Bank or other financial institution recommended by Epiq shall serve as escrow agent. The Claims Administrator shall advise Class Counsel with respect to the management of the fund, provide tax advice, and take such steps as shall be necessary to qualify the QSF under 26 U.S.C. §468B, and the regulations promulgated pursuant thereto. BPWCP shall be considered the “transferor” within the meaning of Treasury Regulation §1.468B-1(d)(1). The Claims Administrator shall be the “administrator” within the meaning of Treasury Regulation §1.468B-2(k)(3). The Parties shall cooperate in

13 143155236.12

securing an order of the Court to establish the QSF in accordance with the terms hereof in conjunction with its preliminary approval of the Settlement and Notice of Settlement. The Court shall retain jurisdiction over the administration of the QSF. BPWCP shall supply to the Claims Administrator and to the Internal Revenue Service the statement described in Treasury Regulation §1.4688-3(e)(2). It is intended that the transfers to the QSF will satisfy the “all events test” and the “economic performance” requirement of §461(h)(1) of the Internal Revenue Code, and Treasury Regulation §1.461-1(a)(2). Accordingly, BPWCP shall not include the income of the QSF in its income. Rather, the QSF shall be taxed on its modified gross income, excluding the sums transferred to it, and shall make payment of resulting taxes from its own funds. In computing the QSF’s modified gross income, deductions shall be allowed for its administrative costs and other deductible expenses incurred in connection with the operation of the QSF, including, without limitation, state and local taxes and legal, accounting, and other fees relating to the operation of the QSF. In the event that the entire balance of the QSF is not depleted within one (1) year, including after all efforts of the Parties, if any, to locate the Class Members, then payments of the unclaimed amounts shall be made pursuant to Paragraph 14(b), below.

(b) The Settlement Fund shall not cover the costs associated with: (1) administering the notice procedures in accordance with Sections 5 and 6, above; and/or (2) any fees paid to the Claims Administrator for services rendered. Per Paragraph (3)(c) above, BPWCP agrees to bear the reasonable associated administrative costs.

(c) The Claims Administrator shall cause to be filed, on behalf of the Settlement Fund, all required federal, state, and local tax returns, information returns and tax withholdings statements in accordance with the provisions of Treasury Regulation §1.468B-2.

(d) The taxable year of the QSF shall be the calendar year in accordance with Treasury Regulation §1.468B-2(j). The Settlement Fund shall utilize the accrual method of accounting within the meaning of § 446(c) of the Internal Revenue Code.

(e) All funds held by the Escrow Holder shall be deemed and considered to be in custodia legis of the Court and shall remain subject to the jurisdiction of the Court, until distributed pursuant to this Agreement.

10. ADMINISTRATIVE FUND

(a) Within fourteen (14) days of execution of this Agreement, BPWCP will transfer an initial amount into the Administrative Fund sufficient to cover the costs and expenses associated with administering and facilitating the notice procedures and other fees and administrative costs.

(b) No distribution from the Administrative Fund shall be made without the written authorization of BPWCP or BPWCP’s Counsel.

14 143155236.12

(c) The Administrative Fund shall be reversionary and all amounts not distributed as authorized under this Agreement shall be returned to BPWCP.

11. BPWCP’S PETITION FOR WRIT OF CERTIORARI

(a) BPWCP intends to file with the Supreme Court of the United States a petition for writ of certiorari in the Lawsuit on or before the current deadline of April 6, 2019, in order to preserve BPWCP’s appeal rights with respect to the Amended General Judgment, while the Parties seek to complete the Conditions to Settlement in Section 17.

(b) Within one (1) business day after the date that the Supreme Court dockets BPWCP’s petition for writ of certiorari, BPWCP and the Class Members will file with the Supreme Court a joint motion asking the Court to hold the petition in abeyance or otherwise deferring consideration of the petition pending the Conditions to Settlement in Section 17.

(c) If the Supreme Court does not act on the joint motion in a timely manner, Class Counsel agrees that they will make every reasonable effort to secure extensions of time to respond to BPWCP’s forthcoming petition for writ of certiorari, including, but not limited to, seeking multiple extensions of time to file, from the U.S. Supreme Court Clerk of the Court, a response to BPWCP’s petition. Class Counsel may refer to the pending settlement, preliminary approval, and any other matter of public record in seeking those extensions as may be appropriate or necessary.

12. CLASS COUNSEL’S OBLIGATIONS.

(a) The Settlement Fund shall be maintained by Class Counsel for the benefit of the Class Members, except as to such amounts that are payable to Class Counsel, OCF, and the OSB, under Paragraph 3(b) above and Paragraph 12(d) below. BPWCP and Class Counsel shall execute an escrow agreement with Escrow Holder, which includes instructions for payments to be made from the Settlement Fund in accordance with the requirements of this Agreement. Escrow Holder (and its subagents) shall be entitled to charge its usual and customary fees, if any, as approved by Class Counsel, and such fees shall be paid out of any interest or returns earned on the Settlement Fund. Class Counsel shall provide statements from Escrow Holder to the Claims Administrator when same are received, for purposes of the reports required by Section 13, below.

(b) Class Counsel shall cause the Escrow Holder to invest the Settlement Fund in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then current market rates. BPWCP shall not have any duties, obligations, or responsibilities with respect to investment of the Settlement Fund.

15 143155236.12

(c) Class Counsel shall not authorize disbursements from the Settlement Fund except as authorized by this Agreement or an order of the Court.

(d) No distribution from the Settlement Fund shall be made without the written authorization of lead counsel for the Class. Notwithstanding the foregoing, payments of the unclaimed amounts shall be made pursuant to Paragraph 14(b), below.

(e) Upon the occurrences of the Initial Payment Date and the Final Payment Date, Class Counsel shall authorize Escrow Holder and the Claims Administrator to pay, cause to be paid, and deliver, as applicable, payments to the Class Members in the amounts approved by the Claims Administrator, pursuant to Paragraph 14(a), below. After all payments have been made pursuant to Paragraph 14(a), below, then payments of unclaimed amounts shall be made pursuant to Paragraph 14(b), below.

13. THE CLAIMS ADMINISTRATOR’S OBLIGATIONS

(a) The Claims Administrator shall negotiate a retainer agreement with Class Counsel and BPWCP. The Claims Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this Agreement.

(b) BPWCP will provide the total amount owed to the Class Members consistent with Paragraph 9(a) of this Agreement to the Claims Administrator. The Claims Administrator shall be responsible for all attempts to locate any updated addresses of the Class Members and providing the Class Members with the funds owed to them under this Agreement.

(c) The Claims Administrator shall keep all information regarding the Class Members confidential except as otherwise provided herein. All data created and/or obtained and maintained by the Claims Administrator pursuant to this Agreement shall be destroyed eighteen (18) months after the Final Payment Date. At that time, the Claims Administrator shall provide BPWCP and Class Counsel, at BPWCP’s expense, a complete digital copy of the Claims Administrator’s records, together with a declaration establishing its completeness and authenticity, which they may maintain consistent with their own document retention policies, but said digital copy shall exclude any Highly Confidential Computer Data under the Amended Agreed Protective Order Relating to Certain Data entered by the Court in May 2014.

(d) The Claims Administrator also shall be responsible for timely and properly filing all tax returns necessary or advisable with respect to the Settlement Fund and preparing and distributing the reports required in accordance with Paragraphs 13(e) and (f), below. Tax returns shall reflect all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund.

(e) The Claims Administrator shall provide the data in its claims administration database to BPWCP’s Counsel and/or Class Counsel on demand by email and shall make reasonable efforts to keep that database current, but shall not provide any Highly Confidential

16

143155236.12

Computer Data under the Amended Agreed Protective Order Relating to Certain Data entered by the Court in May 2014.

(f) Within one (1) year after the Final Payment Date, the Claims Administrator shall prepare the Final Report. The Final Report shall contain cumulative totals of all the amounts actually distributed from the Settlement Fund to the Class Members, the amount actually paid from the Settlement Fund to the Class Members, and the remaining amount from the Settlement Fund distributed to the OSB and OCF pursuant to Section 14, below. The Final Report shall be sent to the Court, BPWCP’s Counsel, Class Counsel, the OSB, and OCF.

14. DISTRIBUTION OF THE SETTLEMENT FUND.

(a) Class and Judgment Creditor Payments. The first amounts due to the Judgment Creditors under this Agreement and the Final Approval Order, and in accordance with Section 9, above, shall be paid from the Settlement Fund within thirty (30) days of the initial deposit of moneys into the Settlement Fund. At that time, Class Counsel, OCF and the OSB shall each be entitled to a first payment from the Settlement Fund as described in Paragraph 3(b), above. Any remaining amounts owed to the Judgment Creditors shall be paid within thirty (30) after the Final Payment Date. At that time, OCF and the OSB shall each be entitled to a second payment from the Settlement Fund as described in Paragraph 3(b), above. The Class Members will be advised that checks are void if they are not cashed within six months of the date of the check.

(b) Payments of Unclaimed Amounts. One half of each of the following amounts shall be paid equally to the OSB and OCF within ten (10) days after one (1) year from the Final Payment Date: (1) any funds remaining in the Settlement Fund after payments to the Judgment Creditors and all fees owed to Escrow Holder; and (2) any amounts unclaimed as a result of failure of a Class Member to cash a check within six months of issuance and any interest accrued on that amount.

15. RELEASE.

(a) Except as to the rights and obligations provided for under this Agreement and the exception in Paragraph 15(b), below, the Judgment Creditors, and each of them, on behalf of themselves and all of their respective past, present and future predecessors, successors, assigns, devisees, relatives, heirs, legatees, and agents (collectively, the “Related Parties”), hereby release and forever discharge BPWCP, and all of its respective past, present and future predecessors, successors, partners, parent companies, subsidiaries, divisions, employees, affiliates, assigns, officers, directors, shareholders, representatives, attorneys, agents and stockholders (collectively, the “Released Parties”), from any and all charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, actions, defenses and causes of action of every nature, character, and description, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, which the Judgment Creditors, now have, own or hold, or which the Judgment Creditors at any time may have, own, or hold, against any of the Released Parties, by reason of any matter, cause, or thing whatsoever occurred, done, omitted, or suffered from the

17

143155236.12

beginning of time to the date of this Agreement, arising out of or relating to any matter, fact, or thing alleged in any of the complaints filed in the Lawsuit, including, but not limited to, BPWCP’s current obligations under the Amended General Judgment, and its alleged failure to comply in any way with any requirements imposed under Federal or State laws or regulations (collectively, the “Released Claims”).

(b) This release does not apply to those former Class Members who timely opted out of the Lawsuit.

16. WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542.

The Class Representative agrees to waive all respective rights under Section 1542 of theCalifornia Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Class Representative, on behalf of the Class Members, hereby acknowledges that they may hereafter discover facts different from, or in addition to, those which they now know and believe, or should now know and believe, to be true with respect to the release herein made and agree that said release is now and will remain effective notwithstanding the existence, and/or subsequent discovery, of such additional facts.

17. CONDITIONS TO SETTLEMENT.

(a) This Agreement shall be subject to, and is expressly conditioned on, theoccurrence of all of the following events:

i. The Parties have submitted to the Court and the Court has entered thefollowing: (a) the Preliminary Approval/Notice Order materially identicalto Exhibit 1, hereto; (b) the Final Approval Order materially identical toExhibit 4; (c) the General Judgment of Dismissal materially identical toExhibit 5; and

ii. Before the U.S. Supreme Court has issued its decision on BPWCP’sforthcoming petition for writ of certiorari in the Lawsuit, the GeneralJudgment of Dismissal has become final, which means either of thefollowing two things: (a) if no appeal or other form of appellate review ofthe General Judgment of Dismissal has been sought by any Person, thethirty-first day after the time for the filing of the notice of appeal has

18 143155236.12

commenced to run under ORS 19.255(1), taking into consideration the making of any post-judgment motions and the granting of any extension of time to make the same under ORS 19.255(2); or (b) if an appeal or other form of appellate review is sought from the General Judgment of Dismissal, five days after the date on which affirmance of such General Judgment of Dismissal, or, as the case may be, the dismissal, reversal or denial of such appeal or review, has become no longer subject to further judicial review, whether by re-hearing, re-hearing en banc, writ of certiorari, writ of mandamus, writ of prohibition, reconsideration, petition for review, or otherwise.

(b) If the conditions specified in Paragraph 17(a), above, are not met, then the Class Members, through Class Counsel, or BPWCP may, in their discretion, cancel and terminate this Agreement.

(c) Within two (2) business days after each of the conditions in Paragraph 17(a), above, are satisfied, BPWCP will withdraw its forthcoming petition for writ of certiorari in the Lawsuit from consideration by the U.S. Supreme Court.

(d) In the event this Agreement is terminated, pursuant to Paragraphs 17(a) and/or (b) immediately above, then the Parties shall be restored to their respective positions in the Lawsuit as of the effective date of this Agreement. Class Counsel shall cooperate in all efforts to have the balance of the Settlement Fund and/or Administrative Fund promptly returned to BPWCP. In such event, the terms and provisions of this Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuit or in any other action or proceeding for any other purpose, and any dismissal, judgment or order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc. That includes, but is not limited to, vacating the General Judgment of Dismissal, if entered, and reinstating the Amended General Judgment. Under those circumstances, any applicable interest under the reinstated Amended General Judgment will be deemed to have run from June 1, 2016. Additionally, the Guaranty Agreement described above in Paragraphs 4(b) and 8(b) shall terminate pursuant to Paragraph 9(iii) of the Guaranty Agreement.

(e) In the event this Agreement is terminated, pursuant to Paragraphs 17(a) and/or (b) immediately above, after the Termination Agreement is delivered to BPWCP pursuant to Paragraph 8(c) above, then within two (2) business days of the reinstatement of the Amended General Judgment, BPWCP will deliver to Class Counsel a Guaranty Agreement under the same relevant terms as the current Guaranty Agreement dated July 19, 2016, executed by BP Corp.

18. REPRESENTATIONS.

(a) The Parties to this Agreement each represent that they have read this Agreement and are fully aware of and understand all of its terms and the legal consequences thereof. The Parties represent that they have consulted or have had the opportunity to consult with and have

19 143155236.12

received or have had the opportunity to receive advice from legal counsel in connection with their review and execution of this Agreement.

(b) The Parties have not relied on any representations, promises or agreements other than those expressly set forth in this Agreement.

(c) The Parties represent that there has not been any assignment, transfer, conveyance or other disposition of any rights, obligations or liabilities released under the terms of this Agreement, and that there will be no assignment or transfer or purported assignment or transfer to any person or entity whatsoever, of any claim, debt, liability, demand, obligation, cost, expense, action, defense or cause of action hereinabove released.

(d) The Class Representative, on behalf of the Class Members, represents that he has made such inquiry into the terms and conditions of this Agreement as he deems appropriate, and that by executing this Agreement, he believes the Agreement and all the terms and conditions set forth herein, are fair and reasonable to the Class Members.

(e) The Class Representative represents that he has no conflicts or other personal interests that would in any way impact his representation of the class in connection with the execution of this Agreement.

(f) BPWCP represents and warrants that it has obtained all corporate authority necessary to execute this Agreement.

(g) The natural person signing below for BPWCP personally represents and warrants that it has authority to sign on behalf of those it purports to bind, and that it personally has verified the corporate authority provided for immediately above.

19. FURTHER ASSURANCES.

Each of the Parties hereto agrees to execute and deliver all such further documents consistent with this Agreement, and to take all such further actions consistent with this Agreement, as may be required in order to carry the provisions of this Agreement into effect, subject to Class Counsel’s obligation to protect the interests of the Class Members. Warranties, representations, agreements, and obligations contained in this Agreement shall survive the execution and delivery of this Agreement and shall survive any and all performances in accordance with this Agreement.

20. APPLICABLE LAW.

This Agreement shall be governed by and interpreted, construed, and enforced pursuant to the laws of the State of Oregon.

20

143155236.12

21. NO ORAL WAIVER OR MODIFICATION.

No waiver or modification of any provision of this Agreement or of any breach thereof shall constitute a waiver or modification of any other provision or breach, whether or not similar, nor shall any actual waiver or modification constitute a continuing waiver. No waiver or modification shall be binding unless executed in writing by the Party making the waiver or modification.

22. BINDING ON SUCCESSORS.

This Agreement shall inure to the benefit of, and shall bind, each of the Parties hereto andtheir successors and assigns.

23. SEVERABILITY.

In the event any one or more of the provisions of this Agreement is determined to beinvalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby.

24. COUNTERPARTS AND FACSIMILE SIGNATURES.

This Agreement may be executed and delivered in separate counterparts, each of which,when so executed and delivered, shall be an original, but such counterparts together shall constitute but one and the same instrument and agreement. Facsimile and pdf signature pages shall have the same force and effect as original signatures.

25. NOTIFICATION.

Any notice to be given under this Agreement to or any contact regarding the terms of thisAgreement with the Class Members or Class Counsel shall be sent to the following addresses, or such future addresses provided to the Parties:

David Sugerman David F. Sugerman Attorney PC 707 SW Washington Street, Suite 600 Portland, OR 97204 Phone: (503) 228-6474 Email: david@davidsugerman.com

And

21

143155236.12

Amy Johnson 5836 SE Madison St. Portland, OR 97215 Phone: (503) 939-2996 Email: amy@savagejohnson.com

And

Tim Alan Quenelle Tim Quenelle PC 4800 SW Meadows Road #300 Lake Oswego, OR 97035 Phone: (503) 675-4330 Email: tim.quenelle@gmail.com

Any notice to be given under this Agreement to or any contact regarding the terms of this Agreement with the Oregon State Bar shall be sent to the following address, or such future addresses provided to the Parties:

Steven Wilker Tonkon Torp LLP 888 SW Fifth Ave., Suite 1600 Portland, OR 97204 Phone: (503)802-2040 Email: steven.wilker@tonkon.com

Any notice to be given under this Agreement to or any contact regarding the terms of this Agreement with Oregon Community Foundation shall be sent to the following address, or such future addresses provided to the Parties:

Jeffrey C. Thede Thede, Culpepper, Moore, Munro & Silliman LLP 111 SW 5th Ave, Suite 3675 Portland, OR 97204 Phone: (503)416-6150 Email: Jeff.Thede@thede-culpepper.com

Any notice to be given under this Agreement to or any contact regarding the terms of this Agreement with BPWCP shall be sent to the following addresses, or such future addresses provided to the Parties:

22

143155236.12

Sarah J. Crooks Perkins Coie LLP 1120 NW Couch Street, 10th Floor Portland, OR 97209 Phone: (503) 727-2000 Email: SCrooks@perkinscoie.com

And

Lisa D. Freeman BP America, Inc. 501 Westlake Park Blvd. Mail Code LR 3.680A Houston, TX 77079 Phone: (832)664-4338 Email: Lisa.Freeman@bp.com

Any notice to be given under this Agreement to or any contact regarding the terms of this Agreement with the Claims Administrator shall be sent to the following addresses, or such future addresses provided to the Parties:

Scharfstein v. BP West Coast Products LLC Debit Card Class Action Claims Administrator P.O. Box 3266 Portland, OR 97208-3266

26. CURE.

In the event the Judgment Creditors or BPWCP provide notice to BPWCP or theJudgment Creditors of any alleged breach of this Agreement, the other Party or Parties shall have thirty (30) days from the date of receipt of such notice to cure any such breach and provide adequate remedies to the affected Party or Parties. BPWCP or the Judgment Creditors shall notify the affected Party or Parties of the cure and/or remedies implemented to address the alleged breaches. If the affected Party or Parties are not satisfied with the cure and/or remedies, the affected Party or Parties shall have the right to petition the Court for relief within thirty (30) days of receipt of notice of the cure.

SIGNATURES ON NEXT PAGE

OREGON STATE BAR COUNSEL:

Dated: MthALAil l t, 20

OREGON COMMUNITY FOUNDATION:

APPROVED AS TO FORM:

TONKO TORP LLP

By:St ven Wilker888 SW Fifth Avenue, Suite 1600Portland, OR 97204

Dated: By: Max WilliamsOregon Community Foundation1221 SW Yamhill St., Suite 100Portland, OR 97205

OREGON COMMUNITY FOUNDATION:

APPROVED AS TO FORM:

Dated: THEDE, CULPEPPER, MOORE, MUNRO& SILLIMAN LLP

24

143155236.12

By: Jeffrey C. Thede111 SW 5th Ave, Suite 3675Portland, OR 97204