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SETTLEMENT AGREEMENT

This Settlement Agreement (“Settlement”) is entered into between plaintiffs John Kerr

(“Kerr”), Edward Li (“Li”), Tim Barnard (“Barnard”), and Kenneth Curtis (“Curtis”), and

prospective plaintiffs Arnold Cares (“Cares”), Lia Johnson (“Johnson”), and John Abjanic

(“Abjanic”) (collectively, “Plaintiffs”), individually and on behalf of the settlement classes defined

in Section III below, on the one hand, and defendants Zacks Investment Management, Inc., an

Illinois corporation (“ZIM”); Zacks Investment Research, Inc., an Illinois corporation (“ZIR”);

Response North, LLC, a Utah limited liability company (“Response North”); National Marketing

Resources, LLC, a Missouri limited liability partnership (“NMR”); and Paradigm Direct, LLC, a

Missouri limited liability partnership (“Paradigm”) (collectively, “Defendants”), on the other hand,

subject to the approval of the United States District Court for the Southern District of California (the

“Court”). NMR and Paradigm are sometimes referred to jointly as “NMR/Paradigm.” Plaintiffs and

Defendants are collectively referred to as the “Parties.”

I. RECITALS

A. The original complaint in this action was filed by Kerr on May 6, 2016, San Diego

Superior Court No. 37-2016-15206-CU-MC-CTL. The original complaint alleged that ZIR and/or

its agents placed telephone calls in violation of the Telephone Consumer Protection Act, 47 U.S.C.

§ 227 et seq. (“TCPA”), and recorded certain telephone conversations with California residents in

violation of the California Invasion of Privacy Action, California Penal Code § 630 et seq. (“Privacy

Act”).

B. On June 3, 2016, ZIR removed the action to the United States District Court for the

Southern District of California, where it was assigned Case No. 16-cv-01352-GPC (BLM) (the

“Lawsuit”). That same day, ZIR filed its Answer to the Complaint.

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C. On July 19, 2016, Kerr and ZIR participated in an Early Neutral Evaluation

conference with United States Magistrate Judge Barbara L. Major.

D. Discovery commenced on July 19, 2016. Kerr served multiple sets of interrogatories,

requests for production, and requests for admission on ZIR, and ZIR served interrogatories and

requests for production on Kerr.

E. During the course of the initial discovery, ZIR produced information that led Kerr to

believe that Response North and/or NMR/Paradigm may also bear legal responsibility for certain of

the telephone calls at issue. On September 1, 2016, Kerr filed a Motion for Leave to File a First

Amended Complaint (“FAC”), which proposed to name those entities in the place of fictitious

defendants. In addition, with respect to the claim against ZIR, the proposed FAC sought to add Li,

Barnard, and Curtis as named plaintiffs. ZIR filed its Opposition to Kerr’s Motion for Leave to

Amend on September 16, 2016, and Kerr’s reply was filed on September 23, 2016. The Court

granted the Motion for Leave to Amend on September 29, 2016, and the FAC was filed on October

3, 2016. Discovery continued thereafter.

F. In October 2016, ZIR, Response North, and NMR/Paradigm filed motions to dismiss

the FAC pursuant to Fed. R. Civ. P. 12(b)(6) and motions to stay proceedings.

G. On October 21, 2016, Kerr filed a motion seeking to compel ZIR to produce

documents responsive to Requests for Production Nos. 38 and 79-86. ZIR filed its opposition on

October 28, 2016.

H. On October 31, 2016, ZIR filed a motion to stay discovery pending a ruling on the

motion to stay proceedings.

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I. On January 13, 2017, counsel and representatives of all litigants attended a mediation

session before retired United States Magistrate Judge Leo S. Papas. That mediation session was

unsuccessful.

J. On April 7, 2017, counsel and representatives of all litigants attended a second

mediation session with Judge Papas. That mediation session was also unsuccessful.

K. On April 18, 2017, counsel for plaintiffs took the deposition of Kevin Matras, an

employee of ZIR. Thereafter, on April 21, 2017, the Parties filed a joint motion authorizing

plaintiffs to file a Second Amended Complaint (“SAC”), which named ZIM as a defendant in the

place of a fictitious defendant. That joint motion was granted on April 21, 2017, and the SAC was

filed on April 27, 2017.

L. Plaintiffs served interrogatories and requests for production of documents on ZIM,

NMR/Paradigm, and Response North. ZIM served interrogatories and requests for production of

documents on plaintiffs Li, Barnard, and Curtis.

M. On June 2, 2017, ZIR and NMR/Paradigm filed motions to dismiss pursuant to Rule

12(b)(6) and motions to stay proceedings. Plaintiffs filed oppositions to those motions on June 30,

2017. ZIR and NMR/Paradigm filed their respective reply briefs on July 14, 2017.

N. On June 27, 2017, ZIM filed a motion to dismiss pursuant to Rule 12(b)(6). Plaintiffs

filed an opposition to that motion on July 14, 2017, and ZIM filed its reply brief on July 28, 2017.

O. Although the two mediation sessions had been unsuccessful, the Parties continued to

explore the potential for settlement. With the assistance of Judge Papas, and following extensive

negotiations, the Parties were able to reach a global settlement for resolution of the entire action, on

the terms reflected in this Settlement. At all times, the settlement negotiations, while cordial, were

adversarial, non-collusive, and conducted at arm’s-length.

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P. Prior to the filing of a motion for preliminary approval, the Parties will file a joint

motion requesting that the Court grant leave for plaintiffs to file a Third Amended Complaint. The

Third Amended Complaint will omit allegations against ZIR and ZIM of a direct liability claim for

violation of the Privacy Act. The Third Amended Complaint will also add as named plaintiffs Cares,

Johnson, and Abjanic, who will assert direct liability claims against ZIR and/or ZIM under the

TCPA.

Q. Defendants deny all material allegations in the Lawsuit, that Plaintiffs and the

putative class members are entitled to any relief from Defendants, and that this Lawsuit is amenable

to class certification for any purpose other than this Settlement. Defendants enter into this

Settlement and agree to certification of the settlement classes defined herein only for purposes of this

Settlement and subject to preliminary and final approval of the Settlement and the settlement classes

by the Court, so that Defendants can avoid the significant cost and uncertainty associated with

ongoing litigation in this Lawsuit.

R. Before entering into this Settlement, Plaintiffs conducted formal and informal

investigation and discovery, including written discovery, production of documents, and depositions,

and Plaintiffs and Defendants have exchanged detailed information concerning the claims and

defenses at issue. Plaintiffs and their counsel are sufficiently familiar with the facts of the case and

the applicable law to evaluate the fairness of the Settlement. Plaintiffs and their counsel believe the

Settlement is fair, reasonable, and in the best interests of the settlement class members.

S. During the course of the case and through discovery requests issued by Plaintiffs,

Plaintiffs identified the following persons as putative class members in the Lawsuit: Daniel Dunn,

David Cave, Bob Swanson, Philip Malavenda, Zachary Hayman, Paul Horstmann and Solomon

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Pinczewski. Defendants understand that any claims of these persons are being resolved through this

Settlement as settlement class members defined below.

T. The Parties understand, acknowledge, and agree that the execution of this Settlement

constitutes the settlement and compromise of disputed claims. This Settlement is inadmissible as

evidence against any Party except to enforce the terms of the Settlement and is not an admission of

wrongdoing or liability on the part of any party to this Settlement. By entering into this Settlement,

Defendants do not admit any allegations of liability, fault, or wrongdoing asserted in the Lawsuit.

U. This Settlement is intended by the Parties to fully, finally and forever resolve,

discharge and settle this Lawsuit and the Released Claims, defined herein, upon and subject to the

terms and conditions herein.

II. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SETTLEMENT

A. Unless the Parties otherwise agree in writing, this Settlement will become final and

effective only upon the occurrence of all of the following events:

1. Entry of Order Granting Preliminary Approval. The Court enters an order

preliminarily approving the Settlement and certifying the settlement classes substantially as defined

in Section III. Pursuant to the motion for preliminary approval, Plaintiffs will request that the Court

(a) conditionally certify the settlement classes for settlement purposes only, (b) appoint Dostart

Hannink & Coveney LLP as counsel for the settlement classes for settlement purposes only,

(c) appoint Kerr as class representative of the Response North TCPA Class and the Response North

Privacy Class, as defined below, for settlement purposes only, (d) appoint Li, Barnard, Curtis, Cares,

Johnson, and Abjanic as class representatives of the Zacks Class, as defined below, for settlement

purposes only, (e) preliminarily approve the Settlement as fair, adequate and reasonable, and within

the range of possible final approval, (f) approve the forms of notice and find that the notice program

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set forth herein constitutes the best notice practicable under the circumstances, and satisfies due

process and Rule 23 of the Federal Rules of Civil Procedure, (g) set the Claims Deadline, the

Objection Deadline and the Exclusion Deadline, and (h) set the date and time for the Final Approval

Hearing, which may be continued by the Court from time to time without the necessity of further

notice. The date the Court enters an order granting preliminary approval of the Settlement will be

referred to as the “Preliminary Approval Date.”

2. Entry of Order Granting Final Approval. The Court enters an order granting

final approval of the Settlement. If the Settlement is approved preliminarily by the Court and all

other conditions precedent to the Settlement have been satisfied, no later than twenty-eight (28)

calendar days prior to the Final Approval Hearing, the Parties shall, separately or collectively, file a

motion requesting that the Court grant final approval for the Settlement. Any Party may file a

memorandum addressing any objections submitted with respect to the Settlement. The date the

Court enters an order granting final approval will be referred to as the “Final Approval Date.”

3. Entry of Judgment. The Court enters a judgment. The date the Court enters

judgment will be referred to as the “Judgment Date.”

4. Occurrence of the Effective Date. This Settlement will become final and

effective upon the Effective Date, which is determined as follows:

(a) The Effective Date will be the Judgment Date, unless a settlement

class member files a timely objection to the Settlement that is not withdrawn before the Final

Approval Date.

(b) If a settlement class member files a timely objection to the Settlement

that is not withdrawn before the Final Approval Date, then the Effective Date will be thirty-one (31)

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days following the Judgment Date, unless that settlement class member files a timely notice of

appeal of the Judgment.

(c) If a settlement class member who has filed a timely objection to the

Settlement also files a timely notice of appeal of the Judgment, then the Effective Date will be the

date the appeal is dismissed or the Judgment is affirmed and no longer subject to mandatory or

discretionary appellate review.

B. The Parties and their respective counsel will cooperate with each other and do all

things reasonably necessary to obtain preliminary approval of the Settlement, obtain final approval

of the Settlement, pursue entry of judgment, protect and support the Settlement if an appeal is taken

or any other form of judicial review is sought, and otherwise use their best efforts to ensure that the

Effective Date occurs.

C. Class Counsel will have the right to appeal any award of attorneys’ fees, litigation

expenses, or service payment that is less than the amount permitted under this Settlement, but any

such appeal, if taken, will not otherwise affect the binding nature of the Settlement, including the

release of claims set forth in Section IX below. In the event of any such appeal of attorneys’ fees,

litigation expenses, or service payment, the Parties will cooperate to carry out the other terms of the

Settlement that are unaffected by that appeal.

III. CONDITIONAL CERTIFICATION OF SETTLEMENT CLASSES

A. Defendants dispute that any class would be appropriate pursuant to the requirements

of Federal Rule of Civil Procedure 23, and further deny that a litigation class properly could be

certified on the claims asserted in this Lawsuit. However, solely for purposes of avoiding the

expense and inconvenience of further litigation, Defendants do not oppose the certification for

settlement purposes only of the settlement classes defined herein. Preliminary certification of the

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settlement classes for settlement purposes shall not be deemed a concession that certification of a

litigation class would be appropriate in the absence of this Settlement, nor would Defendants be

precluded from challenging class certification in further proceedings in this Lawsuit or in any other

action in the event that the Settlement is not finalized or finally approved. If the Settlement is not

finally approved by the Court for any reason whatsoever, the certification of the settlement classes

will be void, and no doctrine of waiver, estoppel or preclusion will be asserted in any litigated

certification proceedings in this Lawsuit. No agreements made by or entered into by Defendants in

connection with the Settlement may be used by Plaintiffs, any person in the settlement classes or any

other person to establish any of the elements of class certification in any litigated certification

proceedings, whether in this Lawsuit or any other judicial proceeding.

B. Solely for the purpose of effectuating the Settlement, and subject to Court approval,

the Parties hereby stipulate to certification of the following settlement classes:

1. The “Zacks Class” is defined as follows: “All natural persons nationwide

who, between and including May 6, 2012 and June 30, 2017, received a telephone call that was

(1) made to their cellular telephone and (2) initiated by or on behalf of ZIR or ZIM using an

automatic telephone dialing system. Excluded from the Zacks Class are all employees of

defendants, all employees of defendants’ counsel, all employees of plaintiffs’ counsel, and judicial

officers, their family members, and court staff assigned to the Lawsuit.”

2. The “Response North TCPA Class” is defined as follows: “All natural

persons nationwide who received from Response North a telephone call reflected in contact

databases produced by Response North, which (1) was placed as part of the Zacks Book Campaign

and/or the Options Trading Campaign and (2) was received on a cellular telephone. Excluded from

the Response North TCPA Class are all employees of Response North, all employees of Response

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North’s counsel, all employees of plaintiffs’ counsel, and judicial officers, their family members, and

court staff assigned to the Lawsuit.”

3. The “Response North Privacy Class” is defined as follows: “All California

residents who received from Response North a telephone call reflected in contact databases produced

by Response North, which (1) was made on a telephone line that was subject to recording by

Response North and (2) was received by the recipient in the State of California. Excluded from the

Response North Privacy Class are all employees of Response North, all employees of Response

North’s counsel, all employees of plaintiffs’ counsel, and judicial officers, their family members, and

court staff assigned to the Lawsuit.”

C. The Response North TCPA Class and the Response North Privacy Class are referred

to collectively as the “Response North Classes.” Members of the Response North TCPA Class and

the Response North Privacy Class are sometimes referred to collectively herein as the “Response

North Class Members.”

D. Members of the three settlement classes defined above are sometimes referred to

collectively herein as “Class Members.”

E. Solely for the purpose of effectuating the Settlement, and subject to Court approval,

the Parties stipulate that the law firm of Dostart Hannink & Coveney LLP will be appointed as

counsel for the settlement classes described above.

F. Solely for the purpose of effectuating this Settlement, and subject to Court approval,

the Parties stipulate that Kerr will be appointed as settlement class representative of the Response

North TCPA Class and the Response North Privacy Class.

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G. Solely for the purpose of effectuating this Settlement, and subject to Court approval,

the Parties stipulate that Li, Barnard, Curtis, Cares, Johnson, and Abjanic will be appointed as

settlement class representatives of the Zacks Class.

H. Subject to Court approval, the Parties agree that CPT Group, Inc. will be appointed to

serve as Settlement Administrator. The Settlement Administrator will be responsible for

disseminating the settlement class notices and claim forms; establishing and maintaining the

settlement website; researching and updating addresses through skip-traces and similar means;

receiving and validating claims; reporting on the status of claims, requests for exclusion, and

objections, if any; preparing a declaration regarding its due diligence; administering the Settlement

Accounts; distributing settlement payments; and doing such other things as the Parties may direct.

IV. SETTLEMENT CONSIDERATION

A. Monetary Consideration for the Zacks Class. ZIR and ZIM shall pay for the benefit

of the Zacks Class the sum of Four Million Six Hundred Fifty Thousand Dollars ($4,650,000.00)

(the “Zacks Monetary Consideration”). No later than ten (10) court days following the Preliminary

Approval Date, ZIR, ZIM, or their insurer shall transfer, or cause to be transferred, the sum of

$250,000.00 into an interest-bearing account administered by the Settlement Administrator (the

“Zacks Settlement Fund”), which pending the Effective Date may be utilized only for expenses of

settlement administration, including dissemination of notice to the settlement class. No later than ten

(10) court days following the Effective Date, ZIR, ZIM, or their insurer shall transfer to the

Settlement Administrator the entire remaining amount of the Zacks Monetary Consideration, to

become part of the Zacks Settlement Fund.

B. Monetary Consideration for the Response North Classes. Response North shall pay

for the benefit of the Response North Classes the sum of Eight Hundred Thirty Thousand Dollars

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($830,000.00) (the “Response North Monetary Consideration”). No later than ten (10) court days

following the Preliminary Approval Date, Response North or its insurer shall transfer, or cause to be

transferred, the sum of Two Hundred Thousand Dollars ($200,000.00) into an interest-bearing

account administered by the Settlement Administrator (the “Response North Settlement Fund”),

which pending the Effective Date may be utilized only for expenses of settlement administration,

including dissemination of notice to the settlement classes. No later than ten (10) court days

following the Effective Date, Response North or its insurer shall transfer to the Settlement

Administrator the entire remaining amount of the Response North Monetary Consideration, to

become part of the Response North Settlement Fund.

C. Potential for Supplemental Payments. The Zacks Class and/or the Response North

Classes may become entitled to additional monetary consideration as set forth below. If, between

the date of execution of this Settlement and the Effective Date, ZIR and ZIM incur less than $75,000

in attorneys’ fees and expenses for the court approval and settlement administration process, ZIR and

ZIM will pay the difference as additional Zacks Monetary Consideration, to be added to the Zacks

Settlement Fund. If, between the date of execution of this Settlement and the Effective Date,

Response North incurs less than $10,000 in attorneys’ fees and expenses for the court approval and

settlement administration process, Response North will pay the difference as additional Response

North Monetary Consideration, to be added to the Response North Settlement Fund.

D. As provided in Sections V, VI, VII, and VIII below, the Zacks Monetary

Consideration and the Response North Monetary Consideration will be used to pay Class Counsel’s

attorneys’ fees and litigation expenses (as approved by the Court), service payments to each Plaintiff

(as approved by the Court), the expenses of settlement administration, and the settlement payments

to Class Members. If at the conclusion of settlement administration there are any funds remaining,

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whether due to uncashed settlement checks or otherwise, such funds will be distributed 50% to

Consumer Federation of California and 50% to National Consumer Law Center, as cy pres

recipients, or as otherwise directed by the Court. Provided that the Effective Date occurs, in no

event will any portion of the Zacks Monetary Consideration ever revert to ZIR, ZIM, or their insurer,

nor will any portion of the Response North Monetary Consideration ever revert to Response North or

its insurer. If at any time there is a final order declining to grant final approval, or if it otherwise

becomes certain that the Effective Date cannot occur, then all funds remaining in the Zacks

Settlement Fund shall be returned to ZIR, ZIM, or the entity that remitted the principal amount to the

Settlement Administrator on their behalf, and all funds remaining in the Response North Settlement

Fund shall be returned to Response North or the entity that remitted the principal amount to the

Settlement Administrator on its behalf.

V. ATTORNEYS’ FEES AND LITIGATION EXPENSES

Class Counsel will file a motion for an award of attorneys’ fees of up to twenty-five percent

(25%) of the aggregate sum of the Zacks Monetary Consideration and the Response North Monetary

Consideration, plus actual litigation expenses not to exceed $70,000. Defendants will take no

position regarding these requests. As soon as practicable following the Effective Date, the

Settlement Administrator will pay to Class Counsel from the Settlement Funds the attorneys’ fees

and litigation expenses awarded by the Court. Court approval of any attorney’s fees and litigation

expenses, or the amount thereof, is not a condition of the Settlement. In the event the Court declines

Class Counsel’s request or awards less than the amount sought, this Settlement shall continue to be

effective and enforceable by the Parties.

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VI. SERVICE PAYMENTS TO PLAINTIFFS

Class Counsel will file a motion requesting service payments to the individual

plaintiffs/proposed settlement class representatives not to exceed $30,000 in the aggregate.

Defendants will take no position regarding these requests. As soon as practicable following the

Effective Date, and subject to the provision of an executed W-9 form if requested, the Settlement

Administrator will pay to Kerr from the Response North Settlement Fund, and will pay to Li,

Barnard, Curtis, Cares, Johnson, and Abjanic from the Zacks Settlement Fund, any service payments

awarded by the Court. Court approval of any service payments to Plaintiffs, or the amount thereof, is

not a condition of the Settlement. In the event the Court declines Plaintiffs’ request or awards less

than the amount sought, this Settlement shall continue to be effective and enforceable by the Parties.

VII. SETTLEMENT ADMINISTRATION

A. Response North has produced to Class Counsel Excel spreadsheets (the “Response

North Database”) that together reflect information in Response North’s possession, custody, and

control concerning the name, address, telephone, and/or email information of potential members of

the Response North Classes. No later than three (3) court days following the Preliminary Approval

Date, Class Counsel will provide a copy of the Response North Database to the Settlement

Administrator.

B. ZIR and/or ZIM maintain in electronic form information regarding the name, address,

telephone, and/or email information of potential members of the Zacks Class (the “Zacks

Database”), and will produce a copy of the Zacks Database to Class Counsel. No later than three (3)

court days following the Preliminary Approval Date, Class Counsel will provide a copy of the Zacks

Database to the Settlement Administrator.

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C. The information in the Response North Database and the Zacks Database provided to

the Settlement Administrator and Class Counsel pursuant to this Settlement shall be provided solely

for purposes of providing notice to Class Members and validating claims submitted by Class

Members; shall be kept in strict confidence and subject to the Protective Order entered in the

Lawsuit; shall be used only for purposes of this Settlement; and shall not be disclosed to any third

party.

D. No later than thirty (30) days following the Preliminary Approval Date (the “Notice

Date”), the Settlement Administrator will email the appropriate Court-approved Summary Class

Notice to the last-known email address of each individual whose email address is contained in the

Zacks Database or the Response North Database. Individuals in the Response North TCPA Class

will receive a Summary Class Notice substantially in the form of Exhibit A. Individuals in the

Response North Privacy Class will receive a Summary Class Notice substantially in the form of

Exhibit B. Individuals who are in both the Response North TCPA Class and the Response North

Privacy Class will receive a Summary Class Notice substantially in the form of Exhibit C.

Individuals in the Zacks Database will receive a Summary Class Notice substantially in the form of

Exhibit D. The emailed Summary Class Notice will include a link to the Settlement Website

(discussed below) or other suitable methodology to enable the email recipient to submit a Claim

electronically. For individuals with respect to whom the Zacks Database or the Response North

Database do not contain email information, the Settlement Administrator will mail a copy of the

appropriate Summary Class Notice to the individual’s last-known mailing address, to the extent that

information is available in the Zacks Database or the Response North Database. Prior to the mailing,

the Settlement Administrator will run the Class Members’ last-known addresses through the U.S.

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Postal Service’s National Change of Address (“NCOA”) database and update the respective

Databases as necessary.

E. Within fourteen (14) days following the Notice Date, if any emailed documents are

“bounced back” as undeliverable, the Settlement Administrator will mail a copy of the appropriate

Summary Class Notice to the person’s last-known physical address, to the extent that information is

available in the Zacks Database or the Response North Database, as updated by the NCOA database.

F. For a period of thirty (30) days following the Notice Date, if any mailed Summary

Class Notice is returned to the Settlement Administrator as undeliverable, the Settlement

Administrator will perform a skip-trace and/or other customary address search in an attempt to locate

a valid address, and if a new address is obtained, re-mail the Summary Class Notice to that address.

G. On the Notice Date, or within three (3) days thereafter, the Settlement Administrator

will cause the Publication Notice (Exhibit E) to be published one time in the Wall Street Journal.

H. No later than the Notice Date, the Settlement Administrator will establish a settlement

website (“Website”) on which it will make available the operative complaint, the Settlement

Agreement, the order granting preliminary approval of the Settlement, a Long Form Class Notice

(Exhibit F), the paper Zacks Claim Form (Exhibit G) (in a format that may be printed), the paper

Response North Claim Form (Exhibit H) (in a format that may be printed), and any other materials

agreed to by the Parties.

I. If any individual who does not appear in the Zacks Database contacts the Settlement

Administrator to request a claim form for the Zacks Class, in response to the Publication Notice or

otherwise, the Settlement Administrator will provide that person with a paper Zacks Claim Form

substantially in the form of Exhibit G. If any individual who does not appear in the Response North

Database contacts the Settlement Administrator to request a Claim Form for a Response North Class,

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the Settlement Administrator will provide that person with a paper Response North Claim Form

substantially in the form of Exhibit H.

J. The Website will include a mechanism by which individuals who receive an emailed

Summary Class Notice or a mailed Summary Class Notice may submit a Claim electronically via the

Website.

K. Potential Class Members may also submit a paper Zacks Claim Form (whether with

or without supporting documentation or information) or a paper Response North Claim Form to the

Settlement Administrator via U.S. Mail, personal delivery, or e-mail.

L. The date that is sixty (60) days after the Notice Date shall be referred to as the

“Claim/Exclusion/Objection Deadline.”

M. In order to receive a share of either the Zacks Settlement Fund or the Response North

Settlement Fund, Class Members must file a timely Claim, either electronically via the Website or a

paper Claim Form, and that Claim must be validated by the Settlement Administrator.

1. Completed Claims that are timely submitted electronically through the

Website by individuals to whom the emailed or mailed Summary Class Notice was sent will be

deemed valid.

2. Completed Claims that are submitted in the form of a paper Zacks Claim

Form will be deemed valid if (1) the claimant’s name,telephone number and email address match

information in the Zacks Database or (2) the claimant provides name, telephone number, email

address, telephone records, and/or other information from which ZIM or ZIR is able to determine

from its records that the claimant is likely to have received from ZIM or ZIR a telephone call at issue

in this Lawsuit between May 6, 2012 and June 30, 2017, inclusive. In each instance, the paper Zacks

Claim Form must be fully completed and signed by the claimant.

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3. Completed Claims that are submitted in the form of a paper Response North

Claim Form will be deemed valid if the claimant’s name and telephone number match information in

the Response North Database. In each instance, the paper Response North Claim form must be fully

completed and signed by the claimant.

4. If a Class Member fails to fully complete an appropriate Claim Form

applicable to his or her claim, the Claim will be invalid.

N. To be timely, the Claim must be returned to the Settlement Administrator no later

than sixty (60) days following the Notice Date (the “Claim/Exclusion/Objection Deadline”). If the

Claim is returned via the Website, the date of return will be the date of submission through the

Website. If the Claim is returned by U.S. Mail, the date of return will be the date of postmark. If the

Claim is returned by personal delivery or e-mail, the date of return will be the date the Claim is

received by the Settlement Administrator. Class Counsel in its discretion may direct the Settlement

Administrator to treat as timely a Claim received by the Settlement Administrator after the

Claim/Objection/Exclusion Deadline.

O. If the Settlement Administrator disallows a Claim for any reason, including the failure

to properly complete or sign the Claim Form, the Settlement Administrator will notify the claimant

by postcard of the reason for the disallowance and invite the claimant to cure the deficiency. The

Settlement Administrator will consider any additional information or corrective action by the

claimant so long as the additional information or corrective action is submitted within twenty-one

(21) days after the mailing of the notice of deficiency. Class Counsel shall be kept apprised of the

volume and nature of defective claims and allowed to communicate with Class Members as they

deem appropriate to cure such deficiencies.

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P. Unless otherwise ordered by the Court, the Settlement Administrator’s decision

regarding the validity of any Claim will be final and not subject to review or appeal.

Q. In the event multiple or conflicting claims are submitted with respect to the same

name or telephone number, then subject to any order the Court may make, the Settlement

Administrator shall have authority to resolve the issue as between the claimants.

R. Plaintiffs, Class Counsel, and Defendants and their counsel will not encourage Class

Members to request exclusion or object to the Settlement. If a Class Member attempts to

communicate with Defendants concerning the Settlement, Defendants will direct the Class Member

to Class Counsel.

S. Any Class Member who wishes to be excluded from the Settlement must complete

and return a written request for exclusion via U.S. Mail, e-mail, or personal delivery, and that request

for exclusion must be validated by the Settlement Administrator as provided in this Section. The

request for exclusion must be in writing and must list the Class Member’s name, address, telephone

number, and the statement “I wish to be excluded from the Kerr v. Zacks Investment Research

Settlement,” or words to that effect, and must be dated and signed by the person requesting

exclusion. To be timely, the request for exclusion must be returned to the Settlement Administrator

no later than the Claim/Exclusion/Objection Deadline. If the request for exclusion is returned by

U.S. Mail, the date of return will be the date of the postmark. If the request for exclusion is returned

by personal delivery or e-mail, the date of return will be the date the request for exclusion is received

by the Settlement Administrator. Any Class Member who submits a timely and valid request for

exclusion will be excluded from the settlement classes, will receive no consideration under the

Settlement, and will not be bound by the Settlement. Class Members who do not timely exclude

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themselves will be bound by the terms of this Settlement Agreement, including the releases set forth

in Section IX.

T. Any Class Member who wishes to object to the Settlement must, no later than the

Claim/Exclusion/Objection Deadline, file a written objection with the Court and serve copies of the

objection on Class Counsel, Defendants’ counsel, and the Settlement Administrator. An objection

must set forth the name of the lawsuit (Kerr, et al. v. Zacks Investment Research, Inc., et al., Case

No. 3:16-cv-01352-GPC (BLM)), the objector’s full name, address, and current telephone number;

the telephone number that was used to receive any calls from ZIM, ZIR, or Response North, and the

following statement: “I declare under penalty of perjury that, to the best of my knowledge, I am a

Class Member and I wish to object to the Settlement.” The objection must state the basis of the

objector’s belief that he or she is a Class Member, and must also state, in clear and concise terms, the

legal and factual arguments supporting the objection, and whether the objector intends to appear at

the Final Approval Hearing on his or her own behalf or through counsel. Any and all objections

shall identify any lawyer who assisted, provided advice, or represents the objecting Class Member

with respect to this Lawsuit or such objection. Any documents that the objecting Class Member

wishes for the Court to consider must also be attached to the objection. Class Counsel and

Defendants will respond to any objections, as appropriate, in connection with the Final Approval

Hearing. Any Class Member who objects may appear at the Final Approval Hearing, either in

person or through an attorney hired at the Class Member’s own expense.

U. No later than ten (10) court days following the Claim/Exclusion/Objection Deadline,

the Settlement Administrator will email to Class Counsel and Defendants’ counsel a written report

summarizing the Claims that have been received and the Claims that have been validated, and listing

any request for exclusion or objection that has been received by the Settlement Administrator. In

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advance of the filing of a motion for final approval, the Settlement Administrator shall cooperate

with Class Counsel in the preparation and filing of a declaration regarding the providing of Class

Notice in accordance with the provision of this Settlement and/or the Preliminary Approval Order,

the claims administration status, and any requests for exclusion or objections that may have been

received by the Settlement Administrator.

V. Class Members who submit timely Claims that are validated by the Settlement

Administrator are referred to as the “Participating Class Members.” Only Participating Class

Members will receive settlement payments under the Settlement, in accordance with Section VIII,

below.

VIII. SETTLEMENT PAYMENTS

A. No later than ten (10) court days following the Effective Date, the Settlement

Administrator will calculate the settlement payments to Participating Class Members as follows.

The “Zacks Net Settlement Amount” is the Zacks Monetary Consideration (including any accrued

interest) less the Court-approved attorneys’ fees and litigation expenses, the Court-approved service

payments to Li, Barnard, Curtis, Cares, Johnson, and Abjanic, and the expense of settlement

administration to be paid from the Zacks Monetary Consideration (including expenses previously

incurred and the Settlement Administrator’s good faith estimate of future expenses to be incurred).

The “Response North Net Settlement Amount” is the Response North Monetary Consideration

(including any accrued interest) less the Court-approved attorneys’ fees and litigation expenses, the

Court-approved service payment to Kerr, and the expense of settlement administration to be paid

from the Response North Monetary Consideration (including expenses previously incurred and the

Settlement Administrator’s good faith estimate of future expenses to be incurred).

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B. Each Participating Zacks Class Member will receive a pro-rata share of the Zacks Net

Settlement Amount.

C. The Response North Net Settlement Amount will be allocated among the

Participating Response North Class Members as follows: Each Participating Response North TCPA

Class Member will be allocated three (3) points, and each Participating Response North Privacy Act

Class Member will be allocated ten (10) points. A Participating Response North Class Member who

is a member of both of the Response North settlement classes will be allocated a total of thirteen (13)

points. After tabulating the number of points allocated to each Response North Class Member

(“Individual Points”), the Settlement Administrator will determine the aggregate number of points

allocated to all Participating Response North Class Members combined (“Total Points”). Settlement

Payments for each Response North Class Member shall be calculated by multiplying the Response

North Net Amount by a fraction, the numerator of which is the Participating Response North Class

Member’s Individual Points and the denominator of which is the Total Points.

D. No later than forty-five (45) days following the Effective Date, the Settlement

Administrator will mail to each Participating Class Member a check representing that person’s

settlement payment. Any check that is not cashed within one hundred and twenty (120) days of its

mailing by the Settlement Administrator shall be void. Any portion of the Settlement Amount that

remains unpaid at the end of 120 days will be paid 50% to Consumer Federation of California and

50% to National Consumer Law Center, as cy pres recipients, unless the Court orders otherwise.

IX. RELEASE OF CLAIMS

A. Release by Plaintiffs and Zacks Class Members. Upon the Effective Date, Plaintiffs

and all Zacks Class Members who have not timely requested exclusion from the Settlement, as well

as their respective assigns, executors, administrators, successors and agents, shall be deemed to

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release, resolve, relinquish, and discharge each and all of the Released Parties from each of the

Released Claims (as defined below). With respect to Plaintiffs and the Zacks Class Members,

“Released Parties” means ZIR, ZIM, any of their respective past, present and future parents,

subsidiaries, affiliated companies and corporations, and any of their past, present and future officers,

directors, managers, employees general partners, limited partners, principals, insurers, reinsurers,

shareholders, attorneys, advisors, representatives, predecessor, successors, divisions, assigns, or

related entities, and each of their respective executors, successors, and legal representatives. With

respect to Plaintiffs and the Zacks Class Members, “Released Claims” means any and all claims,

causes of action, suits, obligations, debts, demands, agreements, promises, liabilities, damages,

losses, controversies, costs, expenses and attorneys’ fees of any nature whatsoever, whether based on

any law including federal law, state law, common law, territorial law, contract, rule, regulation, any

regulatory promulgation (including, but not limited to, any opinion or declaratory ruling), common

law or equity, whether known or unknown, suspected or unsuspected, asserted or unasserted,

foreseen or unforeseen, actual or contingent, liquidated or unliquidated, punitive or compensatory,

that arise out of or relate to the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. and/or

the Released Parties’ use of an “automatic telephone dialing system” or an “artificial or prerecorded

voice” to contact or attempt to contact Zacks Class Members from May 6, 2012 to June 30, 2017,

inclusive.

B. Release by Kerr and Response North TCPA Class Members. Upon the Effective

Date, Kerr and all Response North TCPA Class Members who have not timely requested exclusion

from the Settlement, as well as their respective assigns, executors, administrators, successors and

agents, shall be deemed to release, resolve, relinquish, and discharge each and all of the Released

Parties from each of the Released Claims (as defined below). With respect to Kerr and the Response

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North TCPA Class Members, “Released Parties” means Response North, NMR/Paradigm, ZIR,

ZIM, and any of their respective past, present and future parents, subsidiaries, affiliated companies

and corporations, and any of their past, present and future officers, directors, managers, employees

general partners, limited partners, principals, insurers, reinsurers, shareholders, attorneys, advisors,

representatives, predecessor, successors, divisions, assigns, or related entities, and each of their

respective executors, successors, and legal representatives. With respect to Kerr and the Response

North TCPA Class Members, “Released Claims” means any and all claims, causes of action, suits,

obligations, debts, demands, agreements, promises, liabilities, damages, losses, controversies, costs,

expenses and attorneys’ fees of any nature whatsoever, whether based on any law including federal

law, state law, common law, territorial law, contract, rule, regulation, any regulatory promulgation

(including, but not limited to, any opinion or declaratory ruling), common law or equity, whether

known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual

or contingent, liquidated or unliquidated, punitive or compensatory, that arise out of or relate to the

Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. and that relate to Response North’s

use of an “automatic telephone dialing system” or an “artificial or prerecorded voice” to contact or

attempt to contact Response North TCPA Class Members from May 6, 2012 to June 30, 2017,

inclusive.

C. Release by Kerr and Response North Privacy Act Class Members. Upon the

Effective Date, Kerr and all Response North Privacy Class Members who have not timely requested

exclusion from the Settlement, as well as their respective assigns, executors, administrators,

successors and agents, shall be deemed to release, resolve, relinquish, and discharge each and all of

the Released Parties from each of the Released Claims (as defined below). With respect to Kerr and

the Response North Privacy Class Members, “Released Parties” means Response North,

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NMR/Paradigm, ZIR, ZIM, and any of their respective past, present and future parents, subsidiaries,

affiliated companies and corporations, and any of their past, present and future officers, directors,

managers, employees general partners, limited partners, principals, insurers, reinsurers, shareholders,

attorneys, advisors, representatives, predecessor, successors, divisions, assigns, or related entities,

and each of their respective executors, successors, and legal representatives. With respect to Kerr

and the Response North Privacy Act Class Members, “Released Claims” means any and all claims,

causes of action, suits, obligations, debts, demands, agreements, promises, liabilities, damages,

losses, controversies, costs, expenses and attorneys’ fees of any nature whatsoever, whether known

or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual or

contingent, liquidated or unliquidated, punitive or compensatory, that arise out of or relate to the

California Invasion of Privacy Act, Cal. Penal Code § 630 et seq., and that relate to Response

North’s recording of telephone calls made to Response North Privacy Class Members during the

relevant period.

D. Waiver of Unknown Claims. Subject to the foregoing, the Released Claims

specifically encompass claims within the scope of the release that Plaintiffs and Class Members do

not know or suspect to exist in their favor at the time that this Settlement becomes effective. To the

extent the provision is applicable, and without limitation as to any other applicable law, this release

constitutes a waiver of any federal or state statute, case law, rules or regulations relating to

limitations on releases similar to Section 1542 of the California Civil Code, which provides:

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.

Plaintiffs understand and acknowledge, and the Class Members are deemed to understand

and acknowledge, the significance of these waivers of California Civil Code Section 1542 and

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similar federal and state statutes, case law, rules, or regulations relating to limitations on releases. In

connection with such waivers and relinquishment, Plaintiffs and the Class Members acknowledge

that they are aware that they may hereafter discover facts in addition to, or different from, those facts

that they now know or believe to be true with respect to the subject matter of the Settlement, but that

it is their intention to release fully, finally, and forever all Released Claims with respect to the

Released Parties as set forth herein, and in furtherance of such intention, the releases of the Released

Claims will be and remain in effect notwithstanding the discovery or existence of any such

additional or different facts.

E. Covenant Not To Sue. Upon the Effective Date, Plaintiffs agree and covenant, and

each Class Member will be deemed to have agreed and covenanted, that they will not institute any

action or cause of action (in law, in equity or administratively), suits, debts, liens, or claims, known

or unknown, fixed or contingent, which they may have or claim to have, in state or federal court, in

arbitration, or with any state, federal or local government agency or with any administrative or

advisory body arising from the Released Claims, and agree to be forever barred from doing so in any

court of law or equity, arbitration proceeding, or any other forum. However, nothing herein is

intended to restrict any Class Member from contacting, assisting or cooperating with any

government agency.

F. Waiver of Costs. Except as set forth above with respect to the right of Class Counsel

to seek court approval for reimbursement of actual litigation expenses from the Monetary

Consideration, each Party hereby waives any right to seek recovery of costs from any other Party.

X. RIGHT TO WITHDRAW FROM SETTLEMENT

A. If five (5) percent or more of the total number of persons identified in the Zacks

Database either object to or validly exercise the right to be excluded from the Zacks Class, then ZIR

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and ZIM (acting jointly) shall have the right to withdraw from this Settlement; or, if Response North

validly withdraws from this Settlement as set forth in Section B below, then ZIR and ZIM (acting

jointly) shall have the right to withdraw from this Settlement.

B. If five (5) percent or more of the Response North Class Members identified in the

Response North Database either object to or validly exercise the right to be excluded from this

Settlement, Response North shall, subject to the approval of ZIR, which shall not be unreasonably

withheld, have the right to withdraw from this Settlement.

C. To exercise any right to withdraw pursuant to this Section X, the withdrawing party

or parties must email, fax, or personally deliver written notice of withdrawal to counsel for the other

parties within ten (10) days following the later of (i) the date on which counsel are advised that five

(5) percent or more of the members of the relevant settlement class, as specified above, have either

objected to or validly exercised the right to be excluded from this Settlement, or (ii) the Exclusion

Deadline, or (iii) with respect to ZIR and ZIM only, the date of any valid withdrawal by Response

North.

D. In the event of withdrawal from this Settlement, this Settlement shall be of no force

and effect as to the withdrawing Party and the Parties’ rights and defenses shall be restored, without

prejudice, to their respective positions as if this Settlement had never been executed, and any orders

entered by the Court in connection with this Settlement shall be vacated. However, any payments

made to the Settlement Administrator for services rendered to the date of withdrawal shall not be

refunded to ZIR, ZIM and/or Response North.

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XI. COMPLIANCE WITH 28 U.S.C. § 1715

Not later than ten (10) days after a motion for preliminary approval of this Settlement is filed

with the Court, ZIR, ZIM, and Response North shall cause to be served upon the appropriate State

and Federal officials a notice of the proposed settlement that complies with 28 U.S.C. § 1715.

XII. MISCELLANEOUS

A. This Settlement represents a compromise of disputed claims, and Defendants deny

any liability or wrongdoing of any kind associated with the claims in this Lawsuit. Nothing in this

Settlement shall constitute an admission by any Party of wrongdoing or liability, the validity of any

claim or defense asserted in the Lawsuit, or of the truth of any allegations in the Lawsuit. Nothing

herein shall constitute an admission by any Defendant that the Lawsuit is properly brought on a class

or representative basis, or that classes may be certified in the Lawsuit, other than for settlement

purposes. To this end, the settlement of the Lawsuit, the negotiation and execution of this Settlement

Agreement, and all acts performed or documents executed pursuant to or in furtherance of the

Settlement: (i) are not and shall not be deemed to be, and may not be used as, an admission or

evidence of any wrongdoing or liability on the part of Defendants or of the truth of any of the

allegations in the Lawsuit; (ii) are not and shall not be deemed to be, and may not be used as, an

admission or evidence of any fault or omission on the part of Defendants in any civil, criminal or

administrative proceeding in any court, arbitration forum, administrative agency or other tribunal:

and (iii) are not and shall not be deemed to be, and may not be used as, an admission of the

appropriateness of these or similar claims for class certification. Pursuant to Rule 408 of the Federal

Rules of Evidence and any similar provisions under the laws of other states, neither this Settlement

nor any related documents filed or created in connection with this Settlement shall be admissible in

evidence in any proceeding, except as necessary to approve, interpret or enforce this Settlement.

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B. In no event shall Defendants or any of the other Released Parties have any

responsibility or liability for taxes or tax-related expenses arising in connection with the payment or

distribution of the Zacks Settlement Fund or the Response North Settlement Fund to Plaintiffs,

Participating Class Members, Class Counsel or any other person or entity.

C. This Settlement may be modified only by a writing signed by the Parties.

D. This Settlement, including its exhibits constitutes the entire agreement between the

Parties concerning the subject matter hereof. This Settlement and exhibits will be construed each as

a whole, and with reference to one another, according to their fair meaning and intent. The Parties

agree that the rule of construction that ambiguities in agreements must be construed against the

drafting party will not apply in interpreting this Settlement or its exhibits.

E. Each individual signing this Settlement warrants that he or she has the authority to

sign the Settlement on behalf of the Party for which he or she signs. Defendants warrant that they

have obtained all necessary authorizations under their organizational documents and under law to

make this Settlement binding on them.

F. The Parties agree that this Settlement Agreement is entered into in the State of

California and that any dispute between the Parties concerning this Settlement Agreement will be

governed by California law.

G. This Settlement may be executed in counterparts.

H. Except as otherwise specifically provided for herein, each Party will bear its own

attorneys’ fees, costs, and expenses.

I. The United States District Court for the Southern District of California will retain

continuing and exclusive jurisdiction over the Parties to this Settlement, including the Plaintiffs,

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Defendants, and all Class Members, for the purposes of administration, interpretation and

enforcement of this Settlement.

J. This Settlement may be signed in counterparts and the separate signature pages

executed by the Parties and their counsel may be combined to create a document binding on all of

the Parties and together shall constitute one and the same instrument.

K. The time periods and dates described herein are subject to Court approval. Any

deadlines that may be set by Court order may only be modified upon order of the Court.

L. This Agreement may not be amended, modified, altered or otherwise changed in any

manner by the Parties, except by a writing signed by a duly authorized agent of Defendants and

Plaintiffs, all of which shall be subject to approval by the Court.

M. The Parties agree that they will not initiate any publicity of the Settlement and will

not respond to requests by any media (whether print, online, or any traditional or non-traditional

form) about the Settlement. Notice of the Settlement will be delivered exclusively through the

notice process described herein.

N. Unless otherwise stated herein, any notice required or provided for under this

Agreement shall be in writing and may be sent by electronic mail, fax, hand delivery, or U.S. Mail,

postage prepaid as follows:

If to Class Counsel:

James T. Hannink Zach P. Dostart Dostart Hannink & Coveney LLP 4180 La Jolla Village Drive, Suite 530 La Jolla, CA 92037-1474 Telephone: 858-623-4200 Facsimile: 858-623-4299 jhannink@sdlaw.com zdostart@sdlaw.com

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If to ZIR and ZIM’s Counsel:

Danielle J. Gould Joshua J. Cauhorn Burke, Warren, Mackay & Serritella, P.C. 330 North Wabash Avenue, 21st Floor Chicago, Illinois 60611 Telephone: 312-840-7000 Facsimile: 312-840-7900 dgould@burkelaw.com jcauhorn@burkelaw.com

Shannon Z. Petersen Lisa S. Yun Sheppard, Mullin, Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, CA 92130-2006 Telephone: 858-720-8900 Facsimile: 858-509-3691 spetersen@sheppardmullin.com lyun@sheppardmullin.com

If to Response North’s Counsel:

Stephen H. Turner Lewis Brisbois Bisgaard & Smith LLP 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Stephen.Turner@lewisbrisbois.com Blair R. Jackson Invictus Law, P.L.L.C. 360 S. Technology Court, Suite 200 Lindon, Utah 84602 blair@invictuspc.com

If to NMR/Paradigm’s Counsel:

Raymond B. Kim Meylan Davitt Jain Arevian & Kim LLP 444 South Flower Street, Suite 1850 Los Angeles, CA 90071 rkim@mdjalaw.com

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APPROVED AS TO FORM: Dated: September 22, 2017 DOSTART HANNINK & COVENEY LLP

____________________________________ ZACH P. DOSTART Attorneys for Plaintiffs Dated: September ___, 2017 BURKE, WARREN, MACKAY & SERRITELLA, P.C. ____________________________________ DANIELLE J. GOULD Attorneys for Zacks Investment Research, Inc. and Zacks Investment Management, Inc. Dated: September ___, 2017 LEWIS BRISBOIS BISGAARD & SMITH LLP ____________________________________ STEPHEN TURNER Attorneys for Response North, LLC Dated: September ___, 2017 MEYLAN DAVITT JAIN AREVIAN & KIM LLP ____________________________________ RAYMOND B. KIM Attorneys for National Marketing Resources, LLC and Paradigm Direct, LLC 824458.3