SETTLEMENT AGREEMENT WHEREAS, Data and Field Services, Inc.

(DFS), a New York for-profit corporation, was incorporated in February 2007; and WHEREAS, DFS at its inception was affiliated with the Working Families Party of New York State (WFP), a New York political party; and WHEREAS, DFS was formed with the intent that it would undertake door-to-door canvassing and other field operations, included but not limited to: (i) in support of the WFP and its agenda as a political party (party-building activities); (ii) in support of issues of concern to the WFP (issue advocacy activities); (iii) as a vendor to candidates for federal, state and local office and their campaign committees (election-related activities); and (iv) as a vendor to other non-profit organizations; and WHEREAS, employees of the WFP had previously carried out the election-related and party-building activities later carried out by DFS, and it is anticipated that, WFP will conduct this work in the future; and WHEREAS, Petitioners James Thomson, Meghan Thomson, James Reyes Salazar, Brandon Linker and James Hart (collectively Petitioners) filed a petition (the Thomson Proceeding), alleging that, as a New York for-profit corporation, DFS made illegal, undisclosed in-kind corporate contributions to Debi Rose 4 City Council, Roses campaign committee for the 2009 primary and general elections (the Rose Campaign), by either failing to charge or undercharging the Rose Campaign in multiple respects, in violation of Article 14 of the New York State Election Law; and WHEREAS, DFS has denied all of the allegations in the Thomson Proceeding; and

WHEREAS, in February 2010, DFS, Petitioners, and the Rose Campaign entered into a Stipulation of Settlement and Order in the Thomson Proceeding (the 2010 Stipulation and Order) that required DFS and the Rose Campaign to take certain actions and refrain from taking other actions, including but not limited to: requiring DFS to issue an invoice and supplemental invoice to the Rose Campaign totaling $13,525.00; and requiring DFS to promptly implement reforms in its corporate structure and corporate governance to ensure that it adhered to proper corporate formalities and operated independently and not under the control of the WFP, the Working Families Organization (WFO), and affiliated entities or organizations, including, but not limited to, the following: (a) to form an independent board of directors, as defined in the 2010 Stipulation and Order; (b) to charge candidates and their committees fair market value as a for-profit company; (c) to establish management, administrative and employment structures that are independent of and not controlled by the WFP; (d) to charge its candidate-clients (or their committees) fair market value for the actual services provided by DFS as a for-profit corporation; and (e) not to provide the Voter Action Network (the VAN) to its candidateclients or their committees without first obtaining an evaluation by an independent expert of the fair market value of the VAN to its candidate-clients or their committees and charging its candidate-clients or their committees that amount for access to the VAN; and WHEREAS, in exchange for the guarantees set forth in the 2010 Stipulation and Order, and after the Rose Campaign satisfied its obligations thereunder, Petitioners subsequently voluntarily dismissed the Thomson Proceeding against the Rose Campaign; and WHEREAS, the Court retained jurisdiction over the Thomson Proceeding to oversee, implement and enforce the terms of the 2010 Stipulation and Order, and to render any further decisions required under its terms; and

WHEREAS, in September 2010, Petitioners filed a motion to hold DFS in contempt of the 2010 Stipulation and Order, to compel DFSs compliance with that Order, and to compel DFSs disclosure of certain documents in the Thomson Proceeding, alleging that DFS had violated the terms of the 2010 Stipulation and Order in multiple, material respects (the First Contempt Motion); and WHEREAS, DFS opposed Petitioners First Contempt Motion; and WHEREAS, by a Decision and Order, dated April 14, 2011, in the Thomson Proceeding, the Hon. Anthony I. Giacobbe, Justice of the Supreme Court of the State of New York, held DFS in contempt of the 2010 Stipulation and Order (the Contempt Order) for, inter alia, resolving to reconstitute itself as a not-for-profit corporation; resolving to charge its clients at cost, rather than at fair market value, for the actual services it provides its clients; providing access to the voter information files once contained in the VAN to its clients without first obtaining an evaluation by an independent expert of the fair market value of those voters information files fair market value; failing to effectuate the appointment of sufficiently independent directors to constitute a majority of its Board of Directors, as defined in the 2010 Stipulation and Order; and failing to establish and maintain its independence from the WFP, the WFO and their affiliated entities and organizations, as evidenced in part by the fact that DFS continues to share office space with WFP, that DFSs current Executive Director is the former Field Director for the WFP, and that there is no division of labor among employees DFS admittedly shares with the WFP; and WHEREAS, DFS contests those findings, as well as the Contempt Order itself, and has appealed from the Contempt Order to the Appellate Division of the Supreme Court of the State of New York, Second Judicial Department, No. 2011-04879 (the DFS Appeal); and

WHEREAS, Petitioners contend that the Contempt Order was properly entered and would be affirmed on appeal in its entirety; and WHEREAS, Petitioners filed a motion to hold DFS in further contempt of the 2010 Stipulation and Order and Contempt Order, to impose more severe sanctions on DFS for its ongoing violations of those orders, and to compel DFSs disclosure of certain documents on June 10, 2011 (the Second Contempt Motion); and WHEREAS, Petitioners filed an application for a determination of their costs and disbursements, including attorneys fees, incurred in the prosecution of their First Contempt Motion, as directed by the Court in its Contempt Order (the Application for a Determination of Costs and Fees); and WHEREAS, DFS is prepared to cease operating, as set forth herein, and to provide the additional considerations provided herein, in order to resolve this matter; and ACCORDINGLY, DFS, Petitioners, and the WFP (the Settling Parties), by and through their undersigned counsel, enter into this Settlement Agreement (Settlement Agreement) in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, and to avoid the risk, inconvenience and expense of litigation and without any admission of fault or liability on the part of the Settling Parties; IT IS HEREBY AGREED, 1. Within sixty (60) days of the Effective Date of this Settlement Agreement

(Effective Date as defined in paragraph 20 below), DFS shall cause to be paid one hundred thousand dollars ($100,000.00) to the law firm of Gibson, Dunn & Crutcher LLP (Gibson Dunn), to defray attorneys fees incurred in the Thomson Proceeding in connection with the Contempt Order (the $100,000.00 Payment).

2.

DFS hereby agrees that, as of five (5) business days of the Effective Date forward,

it will not (i) engage in any election-related activities on behalf of any candidate and/or his/her/their authorized committees who is/are seeking local, state, or federal office; or (ii) provide services to a committee making independent campaign expenditures pursuant to federal, state, or local law. DFS further agrees that, as of sixty (60) days of the Effective Date forward, it will not (i) engage in party-building activities; (ii) engage in issue advocacy activities on behalf of the WFP, WFO, their affiliates or any other third party; and/or (iii) provide canvassing services or field operations to any person or entity. It is DFSs intent to wind up the business. Accordingly, within sixty (60) days of the Effective Date, DFS shall submit separate Requests for Consent to Dissolution (as well as any other filings that must accompany such): one to the New York State Department of Taxation and Finance, and the other to the New York City Department of Finance, pursuant to N.Y. Bus. Corp. Law 1004, and shall also contemporaneously deliver a copy of these two Requests for Consent to Dissolution (along with any accompanying filings, excluding the tax returns) to Gibson Dunn (the Dissolution Request and Notification). Therefore, DFS shall not voluntarily withdraw these Requests for Consent to Dissolution or take any other steps to prevent the New York State Department of Taxation and Finance, or the New York City Department of Finance, from consenting to the dissolution of DFS. Within five (5) days of the date DFS obtains the consent of the New York State Department of Taxation and Finance and the New York City Department of Finance to the dissolution of DFS, DFS shall deliver a copy of such consents to Gibson Dunn. In addition, within thirty (30) days of the date DFS obtains the consent of the New York State Department of Taxation and Finance and the New York City Department of Finance to the dissolution of DFS, DFS shall cause to be signed and delivered to the New York Department of State a valid

certificate of dissolution of DFS, pursuant to N.Y. Bus. Corp. Law 1003 and 1004. DFS shall also contemporaneously deliver a copy of this certificate of dissolution to Gibson Dunn. Nothing herein, however, shall prohibit DFS from engaging in administrative, regulatory, and winding-up activities as provided for in N.Y. Bus. Corp. Law 1005 and 1006, including but not limited to responding to subpoenas and governmental inquiries, paying debts, disposing of assets, making filings with government authorities and/or taking or refraining from taking actions in order to comply with this Settlement Agreement. 3. The WFP hereby agrees that, as of sixty (60) days of the Effective Date forward,

it will not pay as a vendor or give monetary contributions to any for-profit or not-for-profit corporation that charges candidates and/or their authorized committees to conduct electionrelated activities in New York if that corporation has as an employee or officer who is a covered person under this Settlement Agreement. The term covered person is herein defined as any current or past senior staff member of WFP or DFS, any current or past member of the DFS Board of Directors, or any current or past Executive Officer of the WFP New York State Executive Committee until such person has not served in any such capacity at DFS and/or WFP for three years. The term senior staff member shall mean any person who receives $50,000.00 or more in compensation in any calendar year from DFS, the WFP, or DFS and the WFP together, provided however that the income limit shall be adjusted upward by $5,000.00 every five years, beginning on the five-year anniversary of the Effective Date. This prohibition shall not apply to any for-profit or not-for-profit corporation that (a) has directly received at least $100,000.00 from candidates or their authorized committees in exchange for election-related services in either of the two calendar years immediately preceding its retention as a vendor, and (b) employs no more than one (1) covered person during its retention as a vendor. This

prohibition also shall not apply to any accounting firm, law firm, or not-for-profit organization providing legal services. 4. Petitioners hereby agree that, within two (2) business days of the date on which

DFS and the WFP execute this Agreement, Petitioners will request that the Court (i) stay all ongoing obligations under the Contempt Order and 2010 Stipulation and Order for sixty-seven (67) days from the Effective Date; and (ii) hold in abeyance any decision or ruling on Petitioners pending Second Contempt Motion and Application for a Determination of Costs and Fees for sixty-seven (67) days from the Effective Date. 5. Petitioners further agree that, from the Effective Date forward, neither they nor

any one of them, nor their successors or assigns, nor any person acting in concert with them, will take any steps to enforce the Contempt Order, provided however that Petitioners shall be relieved of the obligations and restraints on their action under this paragraph, if (i) Gibson Dunn is not paid $100,000.00 as set forth in paragraph 1 above; or (ii) DFS fails to fully satisfy its Dissolution Request and Notification obligations pursuant to paragraph 2 above. Petitioners also agree that, within five (5) business days of DFSs full satisfaction of both (a) its $100,000.00 Payment obligation pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, Petitioners will (i) request that the Court in the Thomson Proceeding issue an order stating that DFS has no ongoing obligations under the Contempt Order; (ii)withdraw their pending Second Contempt Motion and Application for a Determination of Costs and Fees; and (iii) refrain from making any other motions or applications in the Thomson Proceeding, other than the motions to (a) terminate all ongoing obligations under the Contempt Order and 2010 Stipulation and Order pursuant to this paragraph 5 and paragraph 6

below, and (b) request that the Court dismiss, discontinue and/or relinquish jurisdiction of the Thomson Proceeding pursuant to paragraph 14 below. 6. Petitioners further agree that, from the Effective Date forward, neither they nor

any one of them, nor their successors or assigns, nor any person acting in concert with them, will take any steps to enforce the 2010 Stipulation and Order, except as provided in paragraph 16 below, and provided that Petitioners shall be relieved of the obligations and restraints on their action under this paragraph, if (i) Gibson Dunn is not paid $100,000.00 as set forth in paragraph 1 above; or (ii) DFS fails to fully satisfy its Dissolution Request and Notification obligations pursuant to paragraph 2 above. Petitioners also agree that, upon DFSs full satisfaction of both (a) its $100,000.00 Payment obligation pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, this Settlement Agreement supersedes the 2010 Stipulation and Order. Petitioners also agree to request, within five (5) business days of DFSs full satisfaction of both (a) its $100,000.00 Payment obligation pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, that the Court in the Thomson Proceeding issue an order stating that DFS has no ongoing obligations under the 2010 Stipulation and Order. 7. If, after Petitioners make their request(s) pursuant to paragraphs 5 and 6 above,

the Court refuses to terminate all ongoing obligations under the Contempt Order and/or the 2010 Stipulation and Order, then (i) this Settlement Agreement is null and void; (ii) none of the Settling Parties are required to take any of the steps set forth herein; and (iii) Gibson Dunn is required to return the $100,000.00 paid pursuant to paragraph 1 above. 8. The Settling Parties entered into a confidentiality agreement in the Thomson

Proceeding, pursuant to which DFS produced certain documents (the Confidentiality

Agreement). The Confidentiality Agreement, a copy of which is appended hereto as Exhibit A, is incorporated by reference into this Stipulation, but shall survive as a contract between the Settling Parties that can be enforced in any court of competent jurisdiction and proper venue. 9. Upon DFSs full satisfaction of both (a) its $100,000.00 Payment obligation

pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, Petitioners forever release and discharge DFS and WFP from any and all actions or causes of action, demands, suits, liabilities, or claims, including claims for attorneys fees and disbursements, whether known or unknown, that they may have, had or may have from the beginning of time until the execution of this Agreement. Nothing in this paragraph shall preclude or limit Petitioners from seeking to enforce the terms in this Agreement. 10. Upon DFSs full satisfaction of both (a) its $100,000.00 Payment obligation

pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, Petitioners forever release and discharge the current and past members of the WFP New York State Executive Committee, the current and past members of the DFS Board of Directors, and DFSs and WFPs managers, principals, members, owners, officers, employees, representatives, agents, attorneys, successors, and assigns from any and all actions or causes of action, demands, suits, liabilities, or claims, including claims for attorneys fees and disbursements, whether known or unknown, that they may have, had or may have from the beginning of time until the execution of this Agreement to the extent such relate to the Thomson Proceeding and/or the activities of the DFS and/or WFP. Nothing in this paragraph shall preclude or limit Petitioners from seeking to enforce the terms in this Agreement. 11. Upon DFSs full satisfaction of both (a) its $100,000.00 Payment obligation

pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations

pursuant to paragraph 2 above, DFS and WFP forever release and discharge Petitioners and their agents, attorneys, successors, and assigns from any and all actions or causes of action, demands, suits, liabilities, or claims, including claims for attorneys fees and disbursements, whether known or unknown, that he may have, had or may have from the beginning of time until the execution of this Agreement. Nothing in this paragraph shall preclude or limit DFS and/or WFP from seeking to enforce the terms in this Agreement. 12. Upon DFSs full satisfaction of both (a) its $100,000.00 Payment obligation

pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above, the current and past members of the WFP New York State Executive Committee, the current and past members of the DFS Board of Directors, and DFSs and WFPs managers, principals, members, owners, officers, employees, representatives, agents, attorneys, successors, and assigns forever release and discharge Petitioners and their agents, attorneys, successors, and assigns from any and all actions or causes of action, demands, suits, liabilities, or claims, including claims for attorneys fees and disbursements, whether known or unknown, that he may have, had or may have from the beginning of time until the execution of this Agreement to the extent such relate to the Thomson Proceeding and/or the activities of the DFS and/or WFP. Nothing in this paragraph shall preclude or limit DFS and/or WFP from seeking to enforce the terms in this Agreement. 13. Gibson Dunn agrees that if it commences or represents any party who commences

any other lawsuit, claim, action, demand, suit, or liability of any kind against DFS, WFP, and/or the WFO within sixty (60) days of the Effective Date of this Settlement Agreement, Gibson Dunn will return the $100,000.00 paid pursuant to paragraph 1 to DFS, or if the $100,000.00 has not yet been paid, the Settling Parties agree that for purposes of this Settlement Agreement the

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$100,000.00 will be treated as if it was paid on the 59th day after the Effective Date. Nothing in this paragraph shall preclude or limit Petitioners from seeking to enforce the terms of this Settlement Agreement. 14. Petitioners agree to discontinue the Thomson Proceeding and ask the Court to

relinquish jurisdiction within five (5) business days of DFSs full satisfaction of both (a) its $100,000.00 Payment obligation pursuant to paragraph 1 above, and (b) its Dissolution Request and Notification obligations pursuant to paragraph 2 above. If, after Petitioners make their request(s) pursuant to this paragraph 14, the Court refuses to permit the Thomson Proceeding to be dismissed and/or refuses to relinquish jurisdiction of the Thomson Proceeding, then (i) this Settlement Agreement is null and void; (ii) none of the Settling Parties are required to take any of the steps set forth herein; and (iii) Gibson Dunn must return the $100,000.00 to DFS. 15. DFS agrees to voluntarily withdraw the DFS Appeal within five (5) business days

of when the Thomson Proceeding is dismissed. 16. DFS and WFP agree that any violation of paragraphs 2-3 of this Settlement

Agreement would give rise to irreparable harm to Petitioners such that, provided that all other prerequisites of a preliminary or permanent injunction are found by a court to have been satisfied (i.e., likelihood of success on the merits, and the balance of equities tipping in favor of the moving party), an injunction would be appropriate to prevent any on-going violation. Accordingly, in the event that Petitioners demonstrate that DFS or WFP have violated paragraph 2 or 3, in addition to any other remedies available to Petitioners at law or in equity, Petitioners shall be entitled to obtain an injunction enforcing paragraphs 2-3 from a court of competent jurisdiction. The Settling Parties hereby agree that the adjudication of any claim arising under the terms of this Settlement Agreement shall be brought in the first instance in the Supreme Court of

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the State of New York, New York County, Commercial Division (or its closest equivalent in New York County if the Commercial Division does not exist), which the Settling Parties agree is the appropriate venue for any such adjudication. If Petitioners demonstrate that DFS or WFP violated paragraphs 2 or 3 above, Petitioners shall also be entitled to reasonable attorneys fees and costs for enforcement of this Settlement Agreement, as well as liquidated damages in a sum not to exceed $200,000.00; but in no event shall DFS or WFP be entitled to attorneys fees due to a finding that it is the prevailing party. Petitioners have no right to discovery unless they first make a prima facie showing that DFS or WFP have violated paragraph 2 or 3 above. If a court finds that DFS violated paragraph 2 but refuses to enjoin DFS from violating paragraph 2, then the Petitioners may request that that court re-impose the obligations set forth in paragraph 4 of the 2010 Stipulation and Order, as applied in the Contempt Order. 17. At any time after December 31, 2021, the WFP may request Petitioners to agree

to void any and/or all of the provisions of this Settlement Agreement due to changed circumstances. For the purposes of this Settlement Agreement, the term changed circumstances shall mean a material change of governing law or the interpretation of it or unforeseen and unforeseeable circumstances that result in the Agreement being significantly more onerous than expected. If Petitioners and the WFP cannot reach an agreement as to whether there are changed circumstances, the Settling Parties agree that dispute will be resolved by binding arbitration in New York City, by the American Arbitration Association, pursuant to its Commercial Arbitration Rules. The arbitration decision will be final and binding on the Settling Parties. Arbitration will be the sole means of resolving such disputes. The arbitrator will be empowered to void any and/or all provisions of this Settlement Agreement if he or she finds changed circumstances, as that term is defined in this paragraph. The Settling Parties waive their

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rights to resolve disputes concerning whether there are changed circumstances by court proceedings or any other means, and all parties irrevocably waive their rights to appeal the arbitrators decision in any forum. In addition, the Settling Parties expressly agree to submit to personal jurisdiction in New York State in any arbitrated dispute. Petitioners also agree that Gibson, Dunn & Crutcher LLP or its successor firm shall accept service on their behalf. 18. Nothing herein shall be interpreted as limiting, interfering with, or prohibiting the

WFP or any other organization from engaging in party-building activities, election-related activities, or issue advocacy activities, from employing former or current employees of DFS, or from taking any other action permitted by law, other than as provided herein. It is anticipated that the WFP will itself conduct the activities previously conducted by DFS. 19. Nothing herein shall be interpreted as limiting, interfering with, or prohibiting any

candidate for office, individual, or group of individuals from forming a political committee pursuant to local, state, or federal election law, whether or not such committee becomes incorporated. 20. The Effective Date shall be the date on which the Court agrees to stay for sixty-

seven (67) days all ongoing obligations under the 2010 Stipulation and Order and Contempt Order. 21. This Settlement Agreement constitutes and contains the entire agreement and

understanding between the Settling Parties. Except as provided for in paragraphs 5, 6, and 16 above, this Settlement Agreement supersedes and replaces all prior negotiations and all prior agreements, whether written or oral, concerning the subject matter hereof.

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22.

This Settlement Agreement shall be construed under, and interpreted in

accordance with, the internal laws of the State of New York without regard to its rules governing conflict of laws. 23. The Settling Parties have both cooperated in the drafting and preparation of this

Settlement Agreement. Hence, in any construction or interpretation of this agreement, the same shall not be construed against any party on the basis that the party was the drafter. 24. This Settlement Agreement cannot be modified, amended or changed, except in

writing signed by the Settling Parties. 25. This instrument may be executed in counterparts and in multiple originals. Faxed

or electronically sent pdf documents shall be treated as originals. EXECUTED, Dated: October __, 2011 New York, New York

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