STIPULATION AND SETTLEMENT AGREEMENT OF CLASS ACTION
Robert Castro et al. v. White Cap Industries, Inc., San Francisco Superior Court Case No. CGC 05- 446144

IT IS HEREBY STIPULATED, by and among the Parties and subject to the approval of the Court, that the Class Action is hereby compromised and settled pursuant to the terms and conditions set forth in this Agreement:

• Defined Terms. This Stipulation and Settlement Agreement (“Settlement,” “Stipulation,” or “Agreement”) is made by Roberto Castro, Ramsis Al Jawi and Ramon Morell (“Named Plaintiffs”) on behalf of themselves and all others similarly situated (“Plaintiffs” as defined below), and defendant White Cap Construction Supply, Inc. (“White Cap”) (collectively “the Parties”) in the certified class action pending in the Superior Court of California for the County of San Francisco, Case No. 05-446144 (“Class Action” or “Action”), subject to the approval of the Court. The class members who are the subject of the Action consist of all Plaintiffs who will not properly elect to exclude themselves from the terms of this Agreement and who have not previously released the claims alleged in the Action against White Cap (“Class Members” or “Class”). The “Settlement Class Members” consist of all Class Members who timely submit a Claim Form for payment under the terms of this Stipulation. “Plaintiffs” are defined as all non-exempt employees employed as a “Driver” at any of White Cap’s California branches, at any time from January 25, 2002 through the date on which the Court enters preliminary approval of the Settlement (the “Class Period”).
• Procedural History. The Action was filed by the Named Plaintiffs in the Superior Court of California for the County of San Francisco on October 27, 2005. The First, Second and Third Amended Complaints were filed on January 26, 2006, April 18, 2007, and June 4, 2007, respectively. For procedural reasons, the Parties stipulated that the statute of limitations would cease running on January 25, 2006, rather than October 27, 2005.
• Investigation in the Class Action. The Parties have conducted significant discovery and investigation of the facts of this case. The named Plaintiffs and White Cap each responded to demands for inspection and to numerous written interrogatories. White Cap produced approximately 22,000 pages of documents. The Parties deposed approximately 50 witnesses. White Cap deposed Named Plaintiff Castro for two days, Named Plaintiff Al Jawi for four days, and Named Plaintiff Morell for three days. White Cap also took the depositions of twenty six witnesses who provided declarations in support of Named Plaintiffs’ Motion for Class Certification. The Named Plaintiffs deposed two of White Cap’s persons most knowledgeable as well as approximately twenty-five percipient witnesses. In addition, the Parties have interviewed in excess of seventy-five class members.