Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 1 of 18

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1 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 1 of Eric H. Gibbs (SBN ) David Stein (SBN ) GIBBS LAW GROUP LLP th Street, Suite 1110 Oakland, California Telephone: (510) Facsimile: (510) ehg@classlawgroup.com ds@classlawgroup.com Joseph G. Sauder (pro hac vice) Matthew D. Schelkopf (pro hac vice) MCCUNEWRIGHT LLP 1055 Westlakes Drive, Suite 300 Berwyn, Pennsylvania Telephone: (610) jgs@mccunewright.com mds@mccunewright.com Co-Lead Interim Class Counsel IN RE : HYUNDAI SONATA ENGINE LITIGATION UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Case No. 5:15-cv-1685-BLF PLAINTIFFS NOTICE OF MOTION AND MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS Date: December 15, 2016 Time: 2:00 p.m. Judge: Hon. Beth Labson Freeman Courtroom: 3 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

2 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 2 of TABLE OF CONTENTS NOTICE OF MOTION...1 MEMORANDUM OF POINTS AND AUTHORITIES...2 I. INTRODUCTION...2 II. OVERVIEW OF CLASS COUNSEL S WORK IN THE CASE...2 A. Pre-Filing Investigation and Complaint Preparation (Oct May 2015)...2 B. Continued Investigation and Case Coordination (May 2015 Aug. 2015)...3 C. Settlement Meeting and Formal Mediation (Aug Nov. 2015)...3 D. Negotiation of Settlement Agreement and Preparation of Preliminary Approval Papers (Nov April 2016)....4 E. Preliminary Approval Hearing, Class Member Communications, Final Approval and Fee Briefing (April 2016 Present)...4 III. ARGUMENT...5 A. The Court s Role in Evaluating the Agreed-Upon Fee to Be Paid By Hyundai....5 B. Plaintiffs Are Entitled To A Fee Under California Law....6 C. The Negotiated Fee Is Reasonable Under California s Lodestar Method Class Counsel s Time Was Reasonable Spent Class Counsel s Hourly Rates Fall Within the Range of Rates Prevailing in the Community and Have Been Previously Approved Class Counsel s Effective Multiplier Is Below That Typically Awarded In Contingent Litigation...11 D. The Service Awards Requested for Plaintiffs Are Reasonable and Appropriate IV. CONCLUSION...13 i PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

3 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 3 of Cases TABLE OF AUTHORITIES Aarons v. BMW of N. Am., LLC, No. CV PSG CWX, 2014 WL (C.D. Cal. Apr. 29, 2014) Bohannon v. Facebook, Inc., No. 12-CV BLF, 2016 WL (N.D. Cal. June 2, 2016)... 8 Browne v. Am. Honda Motor Co., No. CV MMM, 2010 WL (C.D. Cal. Oct. 5, 2010)... 9 Ebarle v. Lifelock, Inc., No. 15-CV HSG, 2016 WL (N.D. Cal. Sept. 20, 2016) Eisen v. Porsche Cars N. Am., Inc., No. 2:11-CV CAS, 2014 WL (C.D. Cal. Jan. 30, 2014)... 8, 12 Fox v. Vice, 563 U.S. 826 (2011)... 8 Graham v. DaimlerChrysler Corp., 34 Cal. 4th 553 (2004)... 6 In re Bluetooth Headset Products Liab. Litig., 654 F.3d 935 (9th Cir. 2011)... 5 In re Consumer Privacy Cases, 175 Cal. App. 4th 545 (2009)... 7 In re Magsafe Apple Power Adapter Litig., No. 5:09-CV EJD, 2015 WL (N.D. Cal. Jan. 30, 2015)... 10, 11 Ketchum v. Moses, 24 Cal. 4th 1122 (2001)... 11, 12 Kim v. Euromotors West/The Auto Gallery, 149 Cal. App. 4th 170 (2007)... 6 Laffitte v. Robert Half Int'l Inc., 376 P.3d 672 (Cal. 2016)... 7 MacDonald v. Ford Motor Co., No. 13-CV JST, 2016 WL (N.D. Cal. May 31, 2016)... 10, 11 Mangold v. California Public Utilities Commission, 67 F.3d 1470 (9th Cir. 1995)... 6 ii PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

4 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 4 of Parkinson v. Hyundai Motor America, 796 F. Supp. 2d 1160 (C.D. Cal. 2010) Rodriguez v. W. Publ'g Corp., 563 F.3d 948 (9th Cir. 2009) Sadowska v. Volkswagen Grp. of Am., No. CV BRO AGRX, 2013 WL (C.D. Cal. Sept. 25, 2013)... 8, 11 Schuchardt v. Law Office of Rory W. Clark, 314 F.R.D. 673 (N.D. Cal. 2016) Staton v. Boeing Co., 327 F.3d 938 (9th Cir. 2003)... 5, 7 Sugarman v. Ducati N. Am., Inc., No. 5:10-CV JF, 2012 WL (N.D. Cal. Jan. 12, 2012)... 8 Wershba v. Apple Computer, Inc., 91 Cal. App. 4th 224 (2001) Winterrowd v. Am. Gen. Annuity Ins. Co., 556 F.3d 815 (9th Cir. 2009)... 7 Statutes Cal. Civ. Code 1780(e)... 6 Cal. Code of Civ. Proc Rules Fed. R. Civ. P. 23(h) iii PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

5 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 5 of NOTICE OF MOTION PLEASE TAKE NOTICE that on December 15, 2016, at 2:00 p.m. before the Honorable Beth Labson Freeman in Courtroom 3, 5th Floor of the United States District Court for the Northern District of California, San Jose Division, located at 280 South 1st Street, San Jose, California 95113, Plaintiffs Elizabeth Mendoza and Beth Graham will and hereby do move for an order awarding class counsel $795,000 in attorney fees and expenses, and awarding $2,500 each to Plaintiffs Mendoza and Graham. Plaintiffs motion is based on this notice; the accompanying the Memorandum of Points and Authorities, declarations of Eric H. Gibbs, Benjamin F. Johns, and Richard McCune; Proposed Final Order and Judgment; and all other papers filed and proceedings had in this action DATED: September 28, 2016 Respectfully submitted, By: /s/ Eric H. Gibbs Eric H. Gibbs David Stein GIBBS LAW GROUP LLP th Street, Suite 1110 Oakland, California Telephone: (510) Facsimile: (510) Joseph G. Sauder (pro hac vice) Matthew D. Schelkopf (pro hac vice) MCCUNEWRIGHT LLP 1055 Westlakes Drive, Suite 300 Berwyn, Pennsylvania Telephone: (610) Co-Lead Interim Class Counsel 1 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

6 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 6 of MEMORANDUM OF POINTS AND AUTHORITIES I. INTRODUCTION Having achieved the goals of this lawsuit and negotiated a class settlement that will provide nearly a million Hyundai Sonata owners with timely and comprehensive relief for a serious engine defect, Class counsel have a claim for attorney fees and expenses under two California feeshifting statutes. Rather than litigating the appropriate amount of this fee award, however, the parties have settled on $795,000 for both fees and expenses a figure that is within the range of fees that the Court might have awarded in a contested motion. Plaintiffs now request that the Court approve the fee authorized by the parties agreement under Rule 23(h) of the Rules of Civil Procedure. The lodestar analysis used to calculate fees under California law confirms that the agreed-upon fee is reasonable. Class counsel has spent 1,962 hours over the past year and a half working on behalf of the class, which at their current hourly billing rates amounts to a lodestar value of $882,201. That means that the fee Hyundai has agreed to pay includes an effective multiplier of between 0.90 (if the entire $795,000 is attributed to fees) and 0.86 (if counsel s litigation costs are first deducted from the $795,000 figure). That multiplier will decrease even further as class counsel continue to fulfill their post-settlement obligations to the class. In light of the contingency risk class counsel undertook and the positive results they achieved, both of which could have supported a significantly higher multiplier in a contested proceeding, the amount of attorney fees and expenses Hyundai has agreed to pay reflects a rational and arm s-length decision. It may therefore be approved as reasonable under Rule 23(h). Class counsel also requests that the Court approve service awards of $2,500 to both Plaintiff Mendoza and Plaintiff Graham. This amount is modest in comparison to typical service awards, and takes into account the fact that the litigation was relatively short-lived, while also appropriately recognizing the contributions that Plaintiffs have made on behalf of similarly-situated Sonata owners. II. OVERVIEW OF CLASS COUNSEL S WORK IN THE CASE A. Pre-Filing Investigation and Complaint Preparation (Oct May 2015) Before initiating this litigation, Plaintiffs counsel devoted substantial time and energy to investigating the underlying facts and developing their allegations. They reviewed details provided by 2 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

7 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 7 of Sonata owners who contacted them directly, interviewing 30 of these drivers regarding their experiences. (Gibbs Decl., 4; Johns Decl., 6; McCune Decl., 22.) They also reviewed over hundred online complaints, conducted factual research into the Sonata s rotating assembly, and consulted with an automotive express to assess how the range of symptoms reported by Sonata drivers might be related and to identify potential root causes. (Id.) One of their automotive experts also conducted a tear down and analysis of a failed Sonata engine. (Johns Decl., 6.) Collectively, these efforts allowed Plaintiffs to plead fairly detailed complaints that reflected a solid understanding of the technology and vehicles at issue. B. Continued Investigation and Case Coordination (May 2015 Aug. 2015) Following the filing of the Mendoza and Graham class action complaints, plaintiffs counsel worked together and with Hyundai s counsel to establish an agreed-upon case management structure. (Gibbs Decl., 6; Johns Decl., 6.) They stipulated to relate the two cases as well as to appoint interim class counsel. At the same time, they were continuing to investigate the alleged engine defect, speaking with over a hundred additional Sonata owners and reviewing complaints received from a hundred more Sonata owners. (Gibbs Decl., 6.) The feedback they received from class members assisted in class counsel s efforts to establish a connection between the various symptoms reported by Sonata owners, to show that those symptoms did not reflect isolated issues, and to establish evidence of supporting allegations of a systematic policy by Hyundai to deny warranty coverage to a large percentage of Sonata owners. C. Settlement Meeting and Formal Mediation (Aug Nov. 2015) Based on their conversations with class members and the likelihood that engine failures would continue to mount, counsel knew that time was of the essence for Sonata owners and expended a considerable amount of time convincing Hyundai to address this issue sooner rather than later. In September 2015, class counsel held a confidential settlement meeting with Hyundai s counsel and one of its engineering representatives, allowing for candid and highly informed discussions regarding Plaintiffs allegations and Hyundai s defenses. (Gibbs Decl., 8; Johns Decl., 6; McCune Decl., 26.) The parties subsequently agreed to formal mediation before Judge James P. Kleinberg (Ret.) of 3 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

8 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 8 of JAMs, and after exchanging mediation briefs and engaging in a day of mediation, they were able to reach agreement on a settlement in principle. (Id.) D. Negotiation of Settlement Agreement and Preparation of Preliminary Approval Papers (Nov April 2016). Following the parties agreement in principle, Plaintiffs conducted discovery of Hyundai to confirm information it had provided on a confidential basis during settlement discussions. (Gibbs Decl., 10; Johns Decl., 6, McCune Decl., 26.) This discovery included raw data and analysis relating to potentially relevant warranty claims, customer complaints, goodwill payments, and field service reports. It also included some of the same materials that were prepared internally to brief Hyundai executives about the alleged engine defect and root cause analysis. Class counsel prepared the first draft of a comprehensive settlement agreement and worked extensively with class members, drawing heavily on the information they had provided over the course of the litigation, to ensure that the agreement addressed a wide range of class member experiences. (Gibbs Decl., 10.) The parties exchanged numerous redlines and held several conference calls to address details of the settlement and resolve items of disagreement, eventually reaching a signed settlement in April (Id.) Class counsel also designed a claim form, claims, process, and glovebox pamphlet to maximize class member participation, worked with Hyundai to finalize those documents, and prepared their motion for preliminary settlement approval. (Gibbs Decl., 10, Johns Decl., 6; McCune Decl., ) E. Preliminary Approval Hearing, Class Member Communications, Final Approval and Fee Briefing (April 2016 Present) Class counsel appeared before the Court on June 23, 2016, and again via telephone the following week, to discuss Plaintiffs motion for preliminary approval, class notice, and a schedule for final approval. (Gibbs Decl., 12.) Since Hyundai began disseminating class notice on August 15th, class counsel has spent more than 100 hours communicating with class members regarding the settlement. (Id., 14.) Altogether, class counsel has been contacted by almost 1,200 Sonata owner since the filing of this case. (Id., 12.) Class counsel also prepared this fee application and Plaintiffs motion for final approval, and expects to spend at least 200 additional hours between now and the final 4 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

9 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 9 of approval hearing responding to class member inquiries, preparing our reply briefing, and representing the class at the final approval hearing. (Id., 12, 14; McCune Decl., 34) III. ARGUMENT A. The Court s Role in Evaluating the Agreed-Upon Fee to Be Paid By Hyundai. At the conclusion of a successful class action, class counsel may apply to the Court for an award of reasonable attorney s fees and nontaxable costs that are authorized by law or by the parties agreement. Fed. R. Civ. P. 23(h). Here, class counsel s fee application is authorized by the parties agreement, which provides that Hyundai will not oppose a fee and cost award of up to $795,000, and will pay that amount separate and apart from the relief it is providing to class members. (Settlement, Sec. V.2, V.4.) But the Court must nonetheless ensure that the fee award agreed to by Hyundai is reasonable. See In re Bluetooth Headset Products Liab. Litig., 654 F.3d 935, 941 (9th Cir. 2011). The reason is that while ordinarily a defendant would never agree to pay more than a fee-shifting claim is worth, in a class action setting there is a risk that class counsel negotiated a class settlement that undercompensates class members in exchange for defendant s agreement to an inflated fee settlement. See Staton v. Boeing Co., 327 F.3d 938, 964 (9th Cir. 2003) ( If fees are unreasonably high, the likelihood is that the defendant obtained an economically beneficial concession with regard to the [class] merits provisions. ). The Court therefore should review the $795,000 Hyundai has agreed to pay and ask whether it is the result of a legitimate fee settlement. [S]ince the proper amount of fees is often open to dispute and the parties are compromising precisely to avoid litigation, the court need not inquire into the reasonableness of the fees even at the high end with precisely the same level of scrutiny as when the fee amount is litigated. Id. at 966. Nonetheless, the Court should conduct its own lodestar calculation and ensure that $795,000 is not measurably higher than [Hyundai] could conceivably have to pay were the fee amount litigated. Id. So long as Hyundai did not agree to pay measurably more than a rational defendant would agree to pay in similar circumstances, class counsel s fee application may be approved. But if the Court finds that the settlement calls for attorney fees outside the upper bounds of what class counsel conceivably could have obtained through a contested motion, then it stands to reason that class counsel must have traded the class s rights for that higher fee. In that case, the entire 5 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

10 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 10 of settlement would have to be considered suspect, and neither the requested fee nor the settlement should be approved. B. Plaintiffs Are Entitled To A Fee Under California Law. Hyundai s agreement to pay a fee award was reasonable under two California fee-shifting statutes, both of which are designed to reward counsel who successfully pursue consumers interests through publicly-beneficial litigation. The first statute is the California Consumers Legal Remedies Act (CLRA), Cal. Civ. Code 1780(e), which provides for an award of attorney fees to a prevailing plaintiff in an action brought pursuant to the CLRA (as this case was). The second statute is California s codification of the private attorney general doctrine, Cal. Code of Civ. Proc It provides for attorney fees to a successful party who confers a significant benefit on the general public or large class of persons. Plaintiffs are entitled to a fee under both of these statutes, as they succeeded in their litigation objectives Sonata owners have now been warned about the alleged engine defect, provided with free engine inspections and repairs, and offered reimbursements for prior repair and rental car expenses. It does not matter that Plaintiffs succeeded through a settlement rather than through a judgment following trial, it only matters that they succeeded. See Graham v. DaimlerChrysler Corp., 34 Cal. 4th 553, 566 (2004) ( [t]he critical fact is the impact of the action, not the manner of its resolution ); Kim v. Euromotors West/The Auto Gallery, 149 Cal. App. 4th 170, (2007) (a plaintiff may be entitled to a fee under the CLRA either because he obtained a net monetary recovery or because he achieved most or all of what he wanted by filing the action or a combination of the two. ) C. The Negotiated Fee Is Reasonable Under California s Lodestar Method. The parties were able to successfully mediate Plaintiffs fee claims, but if they had litigated the matter, the Court would have determined a reasonable fee to award class counsel using California s lodestar method. See Mangold v. California Public Utilities Commission, 67 F.3d 1470, 1478 (9th Cir. 1995) (in diversity cases, state law applies in determining not only the right to fees, but also in the method of calculating the fees ). The California Supreme Court recently authorized courts to use either the lodestar method or the percentage method in common fund cases, but as this is a fee-shifting case rather than a common fund case, the lodestar method remains [t]he primary method for establishing 6 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

11 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 11 of the amount of reasonable attorney fees. In re Consumer Privacy Cases, 175 Cal. App. 4th 545, 556 (2009); Laffitte v. Robert Half Int'l Inc., 376 P.3d 672, 686 (Cal. 2016) ( We do not address here whether or how the use of a percentage method may be applied when there is no conventional common fund out of which the award is to be made. ). Using the lodestar method to calculate Plaintiffs fee award, the Court would have first calculated a lodestar based on a careful compilation of the time spent and reasonable hourly compensation for each attorney... involved in the presentation of the case. Id. at 682. It then could have adjusted the lodestar figure by applying a multiplier, the primary purpose of which is to compensate counsel for prosecuting the case on a contingent basis. Id. at 677. Other factors, such as the difficulty of the case and the skill displayed by counsel are also occasionally taken into account. Id. at To ensure that the fee Hyundai has agreed to pay is not distinctly higher than the fees class counsel could have been awarded... using the lodestar method, Staton, 327 F.3d at 966, the Court should therefore assess (i) the time counsel billed to the case, to confirm that it was reasonably spent and not padded through excessive or duplicative efforts; (ii) the hourly rates used for each attorney or paralegal on the case, to confirm they are in line with the prevailing hourly rates in the community; and (iii) whether the resulting multiplier is within the range of multipliers that could have been awarded to compensate counsel for contingency risk. 1. Class Counsel s Time Was Reasonable Spent. To assist the Court in evaluating the reasonableness of the time spent on this case, Class Counsel have reviewed their daily time records and prepared a summary of the work performed during throughout litigation. (See Gibbs Decl., 3-15; Johns Decl, 6; McCune Decl., 22-29); see also Section II, supra.) Class counsel believes that this will be more helpful to the Court in assessing their time and contributions than would combing through daily records, and is sufficient as an evidentiary matter, but would be happy to provide the daily time records as well if the Court prefers. See Winterrowd v. Am. Gen. Annuity Ins. Co., 556 F.3d 815, 827 (9th Cir. 2009) (when awarding fees under a California fee-shifting statute, [t]estimony of an attorney as to the number of hours worked on a particular case is sufficient evidence to support an award of attorney fees ). 7 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

12 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 12 of Altogether, class counsel has devoted 1,962 hours to this case over the past year and a half. This time, as summarized above in Section II.A II.E and in class counsel s declarations, includes a rigorous pre-filing investigation; case coordination activities; work with expert automotive consultants; a settlement meeting with Hyundai and its engineering representative; formal mediation before Judge Kleinberg (Ret.); a carefully-considered and extensively-negotiated settlement agreement, claim form, and glovebox insert designed to maximize class member participation; preliminary approval briefing; final approval and fee briefing; and ongoing communications with over 1,200 Sonata owners (so far) regarding the litigation and settlement. (Gibbs Decl., 3-15; Johns Decl, 6; McCune Decl., ) In assessing whether the time reported by counsel for accomplishing these tasks is reasonable, the Court may take account its overall sense of the lawsuit and may use estimates the goal is to do rough justice, not to achieve auditing perfection. Bohannon v. Facebook, Inc., No. 12-CV BLF, 2016 WL , at *6 7 (N.D. Cal. June 2, 2016) (quoting Fox v. Vice, 563 U.S. 826, 838 (2011)). The Court may also consider the time approved by courts in similar cases. While no two automotive class actions are the same, it is not unusual for class counsel to front-load their efforts and work actively with experts and the defendant automaker to understand the defect at issue and negotiate a plan for repairs and reimbursement early in the litigation when relief is most needed. A review of several cases of this ilk, each of which was resolved early with little or no motion practice, shows that the time spent by class counsel falls comfortably within the range of hours previously found by courts to be reasonable: Case Name Eisen v. Porsche Cars N. Am., Inc., No. 2:11-CV CAS, 2014 WL , at *11 (C.D. Cal. Jan. 30, 2014); see also ECF No. 56 Sadowska v. Volkswagen Grp. of Am., No. CV BRO AGRX, 2013 WL , at *1, *9 (C.D. Cal. Sept. 25, 2013) Sugarman v. Ducati N. Am., Inc., No. 5:10-CV JF, 2012 WL , at *6 (N.D. Cal. Jan. 12, 2012); see also ECF No. 80 at 3. Hours Filing to Settlement Hours Per Month 2, months 169 3, months 135 1,929 9 months PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

13 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 13 of Case Name Browne v. Am. Honda Motor Co., No. CV MMM, 2010 WL , at *1, 6, 10 (C.D. Cal. Oct. 5, 2010) Hours Filing to Settlement Hours Per Month 3,255 6 months 543 Average 2, months 265 This Case 1, months Class Counsel s Hourly Rates Fall Within the Range of Rates Prevailing in the Community and Have Been Previously Approved. Listed below are the current billing rates for each attorney or paralegal who contributed to this case, along with the time each spent on the case and the resulting lodestar. Additional information about the work performed by each of these attorneys and paralegals is provided in the declarations of Eric Gibbs, Benjamin F. Johns, and Richard D. McCune, and additional information on individual attorneys background and experience can be found in the firm resumes attached to those declarations. (Gibbs Decl., Ex. A; Johns Decl., Ex. A; McCune Decl., Ex. A.) Name Title Bar Date Hours Rate Lodestar Gibbs Law Group LLP Eric H. Gibbs Partner $710 $50,978 Dylan Hughes Partner $625 $36,125 Geoffrey A. Munroe Partner $595 $70,686 David Stein Partner $520 $63,908 Steve Lopez Associate $350 $65,170 Caroline Corbitt Associate $320 $29,536 Jason Gibbs Paralegal $190 $69,920 1,017.8 $380 $386,323 Chimicles & Tikellis LLP Joseph G. Sauder Partner * $700 $64,400 Matthew D. Schelkopf Partner * $600 $183,150 Andrew W. Ferich Associate $375 $14,719 Joseph B. Kenney Associate * $300 $28,095 Justin B. Boyer Paralegal $175 $1,750 Jesse D. Royer Paralegal * $150 $26,475 Attorneys with < 10 hrs $6, $443 $325,133 * Denotes former attorney or paralegal 9 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

14 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 14 of McCune Wright LLP Richard D. McCune Partner $825 $78,045 David C. Wright Partner $825 $86,625 Daniel Chang Associate $650 $3,510 Joseph B. Kenney Associate $350 $525 Jesse D. Royer Paralegal $200 $180 Rhonda Espinosa Paralegal $225 $ $814 $170,745 Total 1,962.3 $450 $882,201 These rates are set by counsel based on their own experience, periodic review of the rates charged by other attorneys involved in complex litigation, and survey results published by trade periodicals like the National Law Journal, and fall within the range of rates prevailing in the relevant legal community. See In re Magsafe Apple Power Adapter Litig., No. 5:09-CV EJD, 2015 WL , at *12 (N.D. Cal. Jan. 30, 2015) ( In the Bay Area, reasonable hourly rates for partners range from $560 to $800, for associates from $285 to $510, and for paralegals and litigation support staff from $150 to $240 ) (collecting cases); MacDonald v. Ford Motor Co., No. 13-CV JST, 2016 WL , at *9 (N.D. Cal. May 31, 2016) (approving requested hourly rates of $695 for of counsel and senior counsel, and $ for associates) In addition, class counsel s hourly rates have been regularly evaluated by courts in California and across the country and approved as reasonable. (See Gibbs Decl., 17 (citing Velasco v. Chrysler Group, LLC, No. 2:13-cv DDP, ECF No. 167 (C.D. Cal. Jan. 27, 2016); In re Adobe Systems In. Privacy Litigation, No. 5:13-cv LHK, ECF No. 107 (N.D. Cal. Aug. 13, 2015); In re Hyundai and Kia Fuel Economy Litig., No. 2:13-ml GW, ECF No. 437 (C.D. Cal. March 19, 2015); Skold v. Intel Corp., No CV , Online Dkt. No. 589 (Cal. Super. Ct., Santa Clara Cty. Jan. 29, 2015); Johns Decl., 9 (citing In re Philips/Magnavox TV Litig., No , 2012 U.S. Dist. LEXIS 67287, at *44-48 (D.N.J. May 14, 2012); Johnson et al. v. W2007 Grace Acquisition I Inc. et al., No. 2:13-cv-2777, ECF No. 135 (W.D. Tenn. Dec. 4, 2015); Henderson v. Volvo Cars of N. Am., LLC, No U.S. Dist. LEXIS *4-47 (D.N.J. Mar. 22, 2013); Yaeger v. Subaru of Am., Inc., No. 1:14-cv-4490 (JBS-KMW), 2016 U.S. Dist. LEXIS , at *8 (D.N.J. Aug. 31, 2016).) 10 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

15 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 15 of Class Counsel s Effective Multiplier Is Below That Typically Awarded In Contingent Litigation After determining the lodestar, the Court divides the total fees sought by the lodestar to arrive at the multiplier. If the multiplier falls within an acceptable range, it further supports the conclusion that the fees sought are, in fact, reasonable. Schuchardt v. Law Office of Rory W. Clark, 314 F.R.D. 673, 690 (N.D. Cal. 2016). Here, the total lodestar value of class counsel s services, as reflected in the above chart, is $882,201, and the total fee sought is $795,000 yielding an effective multiplier of The effective multiplier is even lower if the Court first subtracts litigation costs from the requested fee award. See MacDonald v. Ford Motor Co., No. 13-CV JST, 2016 WL at *10 (N.D. Cal. May 31, 2016) ( An attorney is entitled to recover as part of the award of attorneys' fees those out-of-pocket expenses that would normally be charged to a fee paying client. ). Over the past year and a half, class counsel has incurred a total of $33,584 in litigation expenses to prosecute this case, including expert fees, mediation fees, and travel expenses. (See Gibbs Decl., 18; Johns Decl., 10, McCune Decl., 37.) That means $761,416 can be allocated solely to attorney fees, which yields an effective multiplier of And that effective multiplier will continue to fall in the coming months, as class counsel continues to fulfill their obligations to the class. (Gibbs Decl., (estimating class counsel will be required to spend at least 200 additional hours prior to the final approval hearing); McCune Decl., 34 (estimating an additional $30,000 in lodestar).) The upper range of what Plaintiffs could have received through a contested fee motion is significantly higher than the effective multiplier they are receiving here. Multipliers in complex contingency fee matters under California law can range from 2 to 4 or even higher. Wershba v. Apple Computer, Inc., 91 Cal. App. 4th 224, 255 (2001); see, e.g., MacDonald, 2016 WL at *9-10 (N.D. Cal. May 31, 2016) (awarding fee multiplier of 2.0 in a contested fee motion); Sadowska, 2013 WL at *9 (approving a negotiated fee that included a 1.37 multiplier as reasonable). The award of a multiplier in a contested motion can be based on several factors, but the degree of risk taken on by counsel and the result achieved for class members are generally considered the most important. Ketchum v. Moses, 24 Cal. 4th 1122, 1138 (2001) ( the purpose of a fee enhancement is primarily to compensate the attorney for the prevailing party at a rate reflecting the risk of nonpayment 11 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

16 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 16 of in contingency cases ); Parkinson v. Hyundai Motor America, 796 F. Supp. 2d 1160, (C.D. Cal. 2010), 796 F. Supp. 2d at ( [t]he benefit obtained for the class has been cited as the factor bearing the most weight or the determinative factor in the decision of whether to apply a lodestar multiplier ). Both of these factors likely would have supported the award of a significant multiplier in a contested fee motion. Class Counsel has devoted thousands of hours and $33,584 of their own money to prosecute this case on behalf of the class. They did so on a wholly contingent basis, meaning that if they had not succeeded in their efforts they would not have been paid for their time and would not have recouped their expenses. Under these circumstances, a multiplier is justified to compensate Class Counsel for the risk they undertook and to ensure that qualified attorneys will continue to prosecute consumer protection actions like this one on a contingency basis. See Ketchum, 24 Cal. 4th at 1133 ( A lawyer who both bears the risk of not being paid and provides legal services is not receiving the fair market value of his work if he is paid only for the second of these functions. If he is paid no more, competent counsel will be reluctant to accept fee award cases. ) The result achieved for the class would also support the award of a multiplier, as Class Counsel achieved virtually everything that class members could have asked for, and virtually everything that Plaintiffs requested in their complaint. Hyundai has acknowledged the alleged engine defect; it is providing Sonata owners with free inspections and repairs as needed to remedy the engine defect; and it is offering full reimbursements to all class members who previously spent money on repairs, including full reimbursement for towing and rental car expenses. It will also evaluate claims for compensation made by class members who sold their vehicles at a loss because they could not afford the repair. The effective multiplier agreed upon by the parties here should, in other words, raise no concerns of collusion. It is well within, if not lower than, the range of multipliers that the Court conceivably could have awarded in a contested fee motion, and therefore reflects that Hyundai s agreement to pay class counsel fees was a rational and arm s-length decision that may be approved by the Court pursuant to Rule 23(h). See Eisen, 2014 WL at *11 ( because the fees requested are in fact lower than the lodestar in this case, the Court concludes that plaintiffs' request for attorneys' fees and costs should be granted ); Aarons v. BMW of N. Am., LLC, No. CV PSG CWX, 2014 WL 12 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

17 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 17 of , at *18 (C.D. Cal. Apr. 29, 2014) ( Class Counsel s conservative request makes the Court s analysis much simpler. ). D. The Service Awards Requested for Plaintiffs Are Reasonable and Appropriate. Class counsel is requesting that the Court authorize service awards of $2,500 to both Plaintiff Mendoza and Plaintiff Graham. Service awards (also referred to as incentive awards) are fairly typical in class actions, and are are intended to compensate class representatives for work done on behalf of the class, to make up for financial or reputational risk undertaken in bringing the action, and, sometimes, to recognize their willingness to act as a private attorney general. Rodriguez v. W. Publ'g Corp., 563 F.3d 948, (9th Cir. 2009). Here, both Plaintiffs Graham and Mendoza stepped forward to serve as private attorneys general on behalf of all Sonata owners. They worked with counsel to present their individual experiences on behalf of the class, searched for and provided documentation to support their claims, reviewed the complaint prior to filing, consulted with class counsel regarding potential settlement remedies, and carefully reviewed the settlement agreement on behalf of the class. (Gibbs Decl., 19.) Although the case settled relatively quickly and did not ultimately require a lengthy commitment, Plaintiff Graham and Plaintiff Mendoza were willing to serve as class representatives for as long as it took, to produce personal documents, and to sit for a deposition and appear at trial if needed. (Id.) Their commitment to the class s interests and desire to address an important issue, not just for themselves, but for all Sonata owners was essential to the successful and timely prosecution of this class action and, in class counsel s view, warrants recognition in the form of the modest $2,500 service awards requested here. See, Ebarle v. Lifelock, Inc., No. 15-CV HSG, 2016 WL , at *12 (N.D. Cal. Sept. 20, 2016) ( Many courts in the Ninth Circuit have held that a $5,000 incentive award is presumptively reasonable. ). IV. CONCLUSION For the reasons stated above, Plaintiffs respectfully request that the Court approve the $795,000 fee award negotiated by the parties pursuant to Rule 23(h), and also approve awards of $2,500 to both Plaintiff Mendoza and Plaintiff Graham in recognition of their service on behalf of Sonata owners. 13 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

18 Case 5:15-cv BLF Document 74 Filed 09/28/16 Page 18 of DATED: September 28, 2016 Respectfully submitted, By: /s/ Eric H. Gibbs Eric H. Gibbs David Stein GIBBS LAW GROUP LLP th Street, Suite 1110 Oakland, California Telephone: (510) Facsimile: (510) Matthew D. Schelkopf Joseph G. Sauder MCCUNEWRIGHT LLP 1055 Westlakes Drive, Suite 300 Berwyn, Pennsylvania Telephone: (610) Co-Lead Interim Class Counsel 14 PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

19 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 1 of Eric H. Gibbs (SBN ) David Stein (SBN ) GIBBS LAW GROUP LLP th Street, Suite 1110 Oakland, California Telephone: (510) Facsimile: (510) ehg@classlawgroup.com ds@classlawgroup.com Joseph G. Sauder (pro hac vice) Matthew D. Schelkopf (pro hac vice) MCCUNEWRIGHT LLP 1055 Westlakes Drive, Suite 300 Berwyn, Pennsylvania Telephone: (610) jgs@mccunewright.com mds@mccunewright.com Co-Lead Interim Class Counsel IN RE : HYUNDAI SONATA ENGINE LITIGATION UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Case No. 5:15-cv-1685-BLF DECLARATION OF ERIC H. GIBBS IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEY FEES, COSTS, AND SERVICE AWARDS Date: December 15, 2016 Time: 2:00 p.m. Judge: Hon. Beth Labson Freeman Courtroom: 3 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

20 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 2 of I, Eric H. Gibbs, declare as follows: 1. I am a partner at the law firm of Gibbs Law Group LLP, and have been appointed by the Court to serve as settlement class counsel in this action, along with my partner Eric Gibbs, as well as Joseph G. Sauder and Matthew D. Schelkopf of the firm McCuneWright LLP. I make this declaration based on my personal knowledge and in support of Plaintiffs motion for an attorney fee and cost award of $795,000, and service awards of $2,500 for each of the two class representatives. 2. The amounts Plaintiffs are requesting are the result of negotiations overseen by Judge James P. Kleinberg (Ret.) of JAMS, and were negotiated only after the principal terms of the class settlement were agreed upon. So that the Court can better assess whether the parties deal reflects a reasonable compromise, I am providing (i) a summary the time we devoted to case, broken down by timekeeper for each phase of the litigation, (ii) a lodestar calculation based on that time and our current billing rates, (iii) a chart of our litigation expenses, and (iv) a summary of the class representatives contributions to the litigation. I. SUMMARY OF TIME 3. Over the past year and a half, Gibbs Law Group has devoted a total of 1,018 hours to this case. To assist the Court in evaluating the reasonableness of our overall hours, I have broken the litigation into five time periods, as shown in the following table. In the following sections, I summarize the primary tasks we devoted our time toward during each time period, along with the contributions made by the attorneys and paralegals who worked on the case during that time period. Time Period Description Hours Lodestar A. 2/2/15 5/7/15 Initial investigation and preparation of Graham class action complaint 96.6 $51,255 B. 5/8/15 8/27/15 Continued investigation and case coordination $50,694 C. 8/28/15 11/12/15 Settlement meeting and formal mediation $58,148 D. 11/13/15 4/14/16 Negotiation of settlement agreement and preparation of preliminary approval papers $122,787 1 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

21 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 3 of Time Period Description Hours Lodestar E. 4/15/16 Present Preliminary Approval hearing, class member communications, final approval and fee papers $103,441 Total Time 1,017.8 $386,323 A. February 2, 2015 May 7, 2015: Initial Investigation and Preparation of Graham Class Action Complaint 4. We received our first Sonata-related complaint in early February Before filing the Graham class action in May 2015, we: - Reviewed details provided by 50 class members who contacted us and spoke directly with 30 of these class members regarding their experiences - Reviewed over one hundred online complaints and conducted factual research into the Sonata s rotating assembly - Consulted with an automotive expert to assess how reported symptoms were related and identify potential root causes - Researched potential legal claims and prepared the Graham complaint on behalf of Sonata owners 5. The table below lists the hours contributed to the case by each of the attorneys and paralegals who worked on the case during this time period. Generally speaking, Steve Lopez was responsible for investigating Sonata owners experiences, which included communicating with Plaintiff Graham, researching owner complaints, and interviewing class members; Dylan Hughes was responsible for our technical research, which included researching the Sonata s rotating assembling and working with an expert consultant to evaluate the reported symptoms and identify potential root causes; and Geoff Munroe was responsible for preparing the complaint, which included researching potential legal theories, working with Mr. Hughes and our expert consultant to synthesize our factual research for pleading purposes, and drafting the complaint. Name Title Bar Date Hours Eric H. Gibbs Partner Dylan Hughes Partner Geoffrey A. Munroe Partner GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

22 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 4 of Name Title Bar Date Hours David Stein Partner Steve Lopez Associate Jason Gibbs Paralegal Total 96.6 B. May 8, 2015 August 27, 2015: Continued Investigation and Case Coordination 6. In the months following the filing of our complaint, we: - Spoke with over 100 Sonata owners regarding their experiences, and reviewed complaints received from over 100 additional class members - Worked with Hyundai s counsel and plaintiffs counsel in Mendoza to establish an agreed-upon case management structure - Prepared stipulations to relate the relate the two cases and appoint interim class counsel - Prepared a warranty demand letter - Analyzed class member feedback and online complaints to understand Hyundai s warranty practices and establish evidence of a systematic policy - Developed warranty theories and additional state law claims for a planned amended complaint 7. The table below lists the hours contributed to the case by each of the attorneys and paralegals who worked on the case during this time period. Generally speaking, I was responsible for overarching case management issues and communicated directly with opposing counsel and plaintiffs counsel in Mendoza; David Stein oversaw preparation of related case and interim class counsel filings; Mr. Lopez oversaw our communication with class members, worked to understand and summarize Hyundai s warranty practices, and worked with Mr. Hughes and Mr. Munroe to develop warranty theories for the planned amended complaint; and Jason Gibbs, was primarily responsible for communicating with the hundreds of Sonata owners who contacted us regarding their engine failures and denials of warranty coverage during this time period. Name Title Bar Date Hours Eric H. Gibbs Partner Dylan Hughes Partner Geoffrey A. Munroe Partner David Stein Partner Steve Lopez Associate GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

23 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 5 of Name Title Bar Date Hours Jason Gibbs Paralegal Total C. August 28, 2015 November 12, 2015: Settlement Meeting and Formal Mediation 8. From late August 2015 to November 12, 2015, when the parties jointly notified the Court that they had reached a settlement in principle, we: - Prepared for and attended an early settlement meeting with Hyundai in Los Angeles - Agreed to formal mediation before Judge James P. Kleinberg (Ret.) of JAMS and filed ADR forms with the Court - Prepared update to class members regarding litigation status - Continued to review and respond to class member feedback and questions, including intake of 186 new class member submissions - Worked with co-counsel to prepare our mediation brief and develop negotiation strategy - Participated in formal mediation before Judge Kleinberg (Ret.) - Prepared notice of settlement and request for stay of all future deadlines 9. The table below lists the hours contributed to the case by each of the attorneys and paralegals who worked on the case during this time period. Generally speaking, I was the chief negotiator at the settlement meeting with Hyundai, which I attended with Mr. Hughes, and at the mediation, which I attended with Mr. Lopez; Mr. Hughes also assisted in the preparation of the mediation statement and prepared the status update that was distributed to class members, while Mr. Lopez communicated with Plaintiff Graham regarding settlement issues, and prepared research and materials to assist in the settlement meeting and mediation; Mr. Stein worked on the mediation brief and assisted with settlement strategy; and Jason Gibbs continue to process and respond to class member inquiries and feedback. Name Title Bar Date Hours Eric H. Gibbs Partner Dylan Hughes Partner David Stein Partner Steve Lopez Associate GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

24 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 6 of Name Title Bar Date Hours Jason Gibbs Paralegal Total D. November 13, 2015 April 14, 2016: Negotiation of Settlement Agreement and Preparation of Preliminary Approval Papers 10. Between the filing of our request to stay all future deadlines and the filing of our motion for preliminary approval papers in April 2016, we: - Conducted discovery of Hyundai to confirm information shared during settlement negotiations - Prepared the first draft of the settlement agreement - Exchanged numerous redlines and held several conference calls with Hyundai to address details and disagreements - Prepared status reports and stipulations to extend deadlines and provide parties with time to work through settlement details - Continued to respond to class member inquiries, which included 213 new class member contacts - Used existing compendium of class member experiences to ensure that settlement agreement addressed wide-range of possible scenarios - Negotiated procedure for class members who traded in cars because they could not afford to pay for engine repairs - Designed claim form, claims process, and glovebox pamphlet to maximize class member participation - Prepared preliminary approval brief, supporting declaration, and proposed preliminary approval order 11. The table below lists the hours contributed to the case by each of the attorneys and paralegals who worked on the case during this time period. Generally speaking, I handled negotiations with opposing counsel regarding settlement terms and oversaw preparation of the settlement agreement and revisions thereto; Mr. Munroe assisted in the preliminary approval briefing; Mr. Stein prepared the settlement agreement and subsequent revisions, assisted in negotiations of the settlement s terms, worked with co-counsel on confirmatory discovery and to design the claim form and glovebox pamphlet, and assisted in the preliminary approval briefing; Mr. Lopez oversaw our communications with class members, worked with me and Mr. Stein to ensure that the settlement 5 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

25 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 7 of agreement addressed class member needs, and helped to finalize the preliminary approval papers; Ms. Corbitt prepared the first draft of preliminary approval brief, supporting declaration, and proposed order, as well as joint status reports and stipulations; and Jason Gibbs continued to process and respond to class member inquiries. Name Title Bar Date Hours Eric H. Gibbs Partner Geoffrey A. Munroe Partner David Stein Partner Steve Lopez Associate Caroline Corbitt Associate Jason Gibbs Paralegal Total E. April 15, 2016 Present: Preliminary Approval Hearing, Class Member Communications, Final Approval and Fee Briefing 12. Following the filing of our preliminary approval papers, we have: - Prepared for and attended the preliminary approval hearing - Participated in follow-up telephone conference with the Court regarding settlement approval schedule and prepared revised proposed order - Prepared an update to class member contacts regarding the settlement - Finalized the form and language of the glovebox pamphlet - Prepared final approval motion papers and this fee application - Reviewed and responded to class member inquiries, including 494 new class member contacts (bringing the total class member contacts to nearly 1,200) 13. The table below lists the hours contributed to the case by each of the attorneys and paralegals who worked on the case during this time period. Generally speaking, I prepared for and represented Plaintiffs at the preliminary approval hearing and follow-up telephone conference with the Court; Mr. Munroe prepared the final approval and fee papers; Mr. Stein worked with Hyundai s counsel to finalize the glovebox pamphlet; Mr. Lopez helped me prepare for the preliminary approval hearing and follow-up conference, revised the preliminary approval order and class notices, assisted with the final approval and fee papers, and is overseeing our ongoing communications with class members regarding the settlement; Ms. Corbitt has assisted with class member communications; and 6 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

26 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 8 of Jason Gibbs continues to be the primary person responsible for processing and responding to class member contacts. Name Title Bar Date Hours Eric H. Gibbs Partner Geoffrey A. Munroe Partner David Stein Partner Steve Lopez Associate Caroline Corbitt Associate Jason Gibbs Paralegal Total In addition to the time listed above, we expect to spend at least 200 hours between now and the time of the final approval hearing. Since the settlement notice was disseminated by Hyundai on August 15th, we have already spent more than 100 hours communicating with class members regarding the settlement and addressing individualized logistical issues that some class members have raised. We expect these efforts to continue at a similar pace over the next few months, and also expect to spend a significant amount of time preparing our reply briefing and representing the class at the final approval hearing. 15. In addition, we have ongoing obligations to class members which will persist long after the final approval hearing. These obligations include monitoring claim determinations, assisting class members who wish to challenge a claims determination through the settlement s dispute resolution process, and answering questions from Sonata owners about their rights under the settlement. II. HOURLY RATES AND LODESTAR CALCULATION 16. The chart below reflects all attorneys and paralegals who contributed toward the litigation, the total number of hours they contributed, their current hourly billing rate, and the resulting lodestar for each timekeeper and for my firm as a whole: Name Title Bar Date Hours Rate Lodestar Eric H. Gibbs Partner $710 $50,978 Dylan Hughes Partner $625 $36,125 Geoffrey A. Munroe Partner $595 $70,686 David Stein Partner $520 $63,908 Steve Lopez Associate $350 $65,170 7 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

27 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 9 of We set our billing rates based on a review of the rates charged by other plaintiffs attorneys involved in complex litigation and those published in surveys conducted by the National Law Journal. Based on my years of experience in consumer class actions and complex litigation, I believe these billing rates are commensurate with the rates charged by other firms with similar experience and expertise. In connection with fee applications like this one, our billing rates have been regularly evaluated and approved by courts throughout California. See, e.g., Velasco v. Chrysler Group, LLC, No. 2:13-cv DDP, ECF No. 167 (C.D. Cal. Jan. 27, 2016); In re Adobe Systems In. Privacy Litigation, No. 5:13-cv LHK, ECF No. 107 (N.D. Cal. Aug. 13, 2015); In re Hyundai and Kia Fuel Economy Litig., No. 2:13-ml GW, ECF No. 437 (C.D. Cal. March 19, 2015); Skold v. Intel Corp., No CV , Online Dkt. No. 589 (Cal. Super. Ct., Santa Clara Cty. Jan. 29, 2015); Shurtleff v. Health Net of California, Inc., No , Dkt. # 124, 6 (Cal. Super. Ct., Sacramento Cty. June 24, 2014); In re Chase Bank USA, N.A. Check Loan Contract Litigation, No. 09-MD MMC, ECF No. 386, 9 (N.D. Cal. Nov. 19, 2012); Sugarman v. Ducati N. Am., Inc., No. 5:10-CV JF, 2012 WL , at *6 & n.7 (N.D. Cal. Jan. 12, 2012). Additional information about Girard Gibbs and its attorneys can be found in the firm s resume, a copy of which is attached hereto as Exhibit A. III. Caroline Corbitt Associate $320 $29,536 Jason Gibbs Paralegal $190 $69,920 Total 1,017.8 $380 $386,323 SUMMARY OF EXPENSES 18. Gibbs Law Group has incurred $6,372 litigation expenses to prosecute this case on behalf of Sonata owners, as reflected in the following table. Cost Category Amount Airfare $833 Copies and Prints $104 Expert Consultants $2,250 Filing Fees $400 Ground Transportation $92 Litigation Support Services $1,358 Meals $356 Parking $80 8 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

28 Case 5:15-cv BLF Document 74-1 Filed 09/28/16 Page 10 of IV. SERVICE AWARDS Cost Category Amount Research $887 Transcripts $14 Total $6, Class Counsel is requesting that the Court authorize service awards of $2,500 to both Plaintiff Graham and Plaintiff Mendoza. Both worked with counsel to present their individual experiences on behalf of the class, searched for and provided documentation to support their claims, reviewed the complaint prior to filing, consulted with class counsel regarding potential settlement remedies, and carefully reviewed the settlement agreement on behalf of the class. Although the case settled relatively quickly and did not ultimately require a lengthy commitment, Plaintiff Graham and Plaintiff Mendoza were willing to serve as class representatives for as long as it took, to produce personal documents, and to sit for a deposition and appear at trial if needed. Their commitment to the class s interests and desire to address an important issue, not just for themselves, but for all Sonata owners was essential to the successful and timely prosecution of this class action and, in my view, warrants recognition in the form of a modest service award. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on September 28, 2016, in Oakland, California /s/ Eric H. Gibbs Eric H. Gibbs 9 GIBBS DECL. IN SUPPORT OF MOTION FOR FEES, COSTS, AND SERVICE AWARDS CASE NO. 5:15-cv-1685-BLF

29 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 1 of 27 EXHIBIT A

30 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 2 of 27 Firm Resume Gibbs Law Group is a national litigation firm representing plaintiffs in class and collective actions in state and federal courts, and in arbitration matters worldwide. The firm serves clients in consumer protection, antitrust, whistleblower, personal injury, and employment cases. We are committed to achieving favorable results for all of our clients in the most expeditious and economical manner possible. The firm regularly prosecutes multi-state consumer class actions and has one of the best track records in the country when it comes to successfully certifying consumer classes, developing practical damages methodologies, obtaining prompt relief for consumers victimized by unfair or deceptive practices, and working cooperatively with other firms. Our attorneys take pride in their ability to simplify complex issues; willingness to pursue narrow and innovative legal theories; ability to work cooperatively with other plaintiffs firms; and desire to outwork and outlast well-funded defense teams. As a result, our attorneys have been frequently recognized by the courts, our peers, and the legal media for our ability to provide the highest caliber of legal service. Many of our attorneys have been recognized annually as Northern California Super Lawyers and Rising Stars. Eric Gibbs has also been listed among the Top 30 Plaintiff Lawyers in California for 2016, the Top 100 Super Lawyers in Northern California, has been selected for inclusion in The Best Lawyers in America ( ) for his work in Mass Tort Litigation/Class Actions, and has been featured as one of San Francisco s Top AV-Preeminent Rated Lawyers. ATTORNEYS Partners Eric Gibbs p. 2 A.J. De Bartolomeo p. 5 Dylan Hughes p. 7 Karen Barth Menzies p. 8 Geoffrey Munroe p. 9 Andre Mura p. 10 Michael Schrag p. 12 David Stein p. 13 Amy Zeman p. 15 Associates Aaron Blumenthal p. 17 David Berger p. 17 Caroline Corbitt p. 17 Linda Lam p. 17 Steve Lopez p. 18 Shane Howarter p. 18 Of Counsel Allison Ehlert p. 18 Robert Mosier p. 18 SIGNIFICANT RECOVERIES Mass Tort p. 19 Defective Products p. 20 False Advertising p. 21 Other Consumer p. 23 Data Breach/Privacy p. 24 Other Class Recoveries p. 25

31 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 3 of 27 ATTORNEYS Partners Eric H. Gibbs Partner Eric Gibbs prosecutes consumer protection, whistleblower, antitrust, and mass tort matters. He has been appointed as lead counsel, class counsel, and liaison counsel in dozens of contested, high profile class actions and coordinated proceedings, and currently serves in leadership positions in In re Am. Honda Motor CR-V Vibration Litigation, In re Anthem, Inc. Data Breach Litigation, In re Risperdal and Invega Product Liability Cases, and In re Hyundai Sonata Engine Litigation. Eric has recovered nearly a billion dollars for the clients and classes he represents, and has negotiated groundbreaking settlements that resulted in meaningful reforms to business practices, and have favorably shaped the laws impacting plaintiffs legal rights th Street Suite 1110 Oakland, CA T F ehg@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Employment Law Financial Fraud Mass Personal Injury Whistleblower Education Seattle University School of Law, J.D., 1995 San Francisco State University, B.A., 1991 Admissions California Awards & Honors Top 30 Plaintiff Lawyers in California for 2016 by the Daily Journal Best Lawyers in America for Class Actions/ Mass Tort Litigation ( ) AV Preeminent Peer Review Rated by Martindale-Hubbell Top 100 Super Lawyers in Northern California ( ) Reputation and Recognition by the Courts In over twenty years of practice, Eric has developed a distinguished reputation with his peers and the judiciary for his ability to work efficiently and cooperatively with co-counsel, and professionally with opposing counsel in class action litigation. [Mr. Gibbs] efficiently managed the requests from well over 20 different law firms and effectively represented the interests of Non-Settling Plaintiffs throughout this litigation. - Hon. G. Wu, In re Hyundai & Kia Fuel Economy Litigation (C.D. Cal) The attorneys who handled the case were particularly skilled by virtue of their ability and experience. -Hon. D. Debevoise, In re: Mercedes-Benz Teleaid Contract Litigation (D. N.J.) They are experienced and knowledgeable counsel and have significant breadth of experience in terms of consumer class actions. -Hon. R. Sabraw, Mitchell v. American Fair Credit Association (Alameda County Superior Court) Representation was professional and competent; in the Court s opinion, counsel obtained an excellent result for the class. Hon. J. Fogel, Sugarman v. Ducati North America (N.D. Cal) Achievements and Leadership Eric has been widely recognized for his professional excellence and achievements, and has been selected by numerous publications as a leading lawyer in the field of Class and Mass Actions. The Daily Journal named Eric to its prestigious list of Top Plaintiff Lawyers in California for Consumer Attorneys of California selected Eric and co-counsel as finalists for Consumer Attorney of the Year for their work in achieving $100 million settlement in the Chase Check Loan Litigation. His cases have been chronicled in major legal and news publications including NBC News, CNN, the National Law Journal, The New York Times, Auto Week, Market Watch, and Bloomberg News. Eric holds a variety of leadership positions in professional associations for consumer advocacy, and he is frequently presents on developing trends in the law at conferences throughout the country. Litigation Highlights In re Chase Bank U.S.A., N.A. Check Loan Contract Litigation multidistrict litigation that alleged Chase Bank wronged consumers by offering long-term fixed-rate loans, only to later more-than-double the required loan payments. Eric led negotiations in the case, which resulted in a $100 million settlement with Chase eight weeks prior to trial. Page 2 of 26

32 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 4 of 27 In re Adobe Systems Inc. Privacy Litigation As court-appointed lead counsel, Eric and his team reversed a long line of decisions adverse to consumers whose personal information was stolen in data breaches. Judge Koh issued a 41 page decision in plaintiffs favor and Eric negotiated a comprehensive reform of Adobe s data security practices. The court s landmark decision on Article III standing in this case marked a sea change and has been cited favorably in over twenty cases in the year since it was issued. In re Hyundai & Kia Fuel Econ. Litigation As court-appointed liaison counsel, Eric reconciled the plaintiffs interests and coordinated discovery and settlement negotiations. He helped finalize a settlement with an estimated value of up to $360 million. Skold v. Intel Corp. After more than a decade of litigation, Eric as lead counsel achieved a nationwide class action settlement on behalf of approximately 5 million consumers of Intel Pentium 4 processors. The lawsuit changed Intel s benchmarking practices and Intel agreed to a cash settlement for the class, along with $4 million in charitable donations. Parkinson v. Hyundai Motor America Eric served as class counsel in this lawsuit alleging that the flywheel and clutch system in certain Hyundai vehicles was defective. After achieving nationwide class certification, Hyundai agreed to a settlement that provided for % reimbursements to class members for their repairs and full reimbursement for rental vehicle expenses. De La Cruz v. Masco Retail Cabinet Group Eric served as lead attorney litigating the collective claims of dozens of misclassified account representatives for overtime pay under the Fair Labor Standards Act (FLSA). Successfully certified a class of current and former Masco account representatives and personally arbitrated the case to judgment obtaining full recovery for the class. In re Providian Credit Card Cases Eric played a prominent role in this nationwide class action suit brought on behalf of Providian credit card holders alleging that Providian engaged in unlawful and fraudulent business practices in connection with the marketing and fee assessments for its credit cards. The Honorable Stuart Pollack approved a $105 million settlement, plus injunctive relief one of the largest class action recoveries in the United States arising out of consumer credit card litigation. Professional Affiliations American Association for Justice- Board of Governors; Co-chair Consumer Privacy and Data Breach Litigation Group; Co-founder and past co-chair of AAJ Litigation Group, past editor of Class Action Litigation Group newsletter; creator and current chair of Class Action Litigation Group objector database and task force. Association of Business Trial Lawyers Consumer Attorneys of California- Board of Governors National Association of Consumer Advocates Pound Civil Justice Institute - Fellow Public Justice Foundation- Class Action Preservation Project Committee San Francisco Trial Lawyers Association Publications & Presentations Co-Chair and Presenter, Attorney s Fees, and Cross Pollination: Diversifying Your Case Garden, HB Litigation Conferences, Consumer Class Actions, May Presenter, Best Practices for Class Action Settlements, American Conference Institute Defending and Managing Class Actions Seminar, April Presenter, Ethical Considerations in Class Action Settlements, ABA National Symposium on Class Action Litigation in America, March Page 3 of 26

33 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 5 of 27 Co-Chair, Consumer Privacy and Data Breach Litigation Group Meeting, American Association for Justice 2016 Winter Convention, February Co-Chair and Presenter, Data Privacy and Litigation Conference 2016, HB Litigation Conferences, February Presenter, Lessons from Recent Automotive Industry Class Actions, Law Seminars International, Global Auto Defect Class Action Seminar, December Presenter, Volkswagen Class Action and MDL Seminar - Diesel Emissions Scandal, Bridgeport Continuing Education, November Moderator, Employment Cases from A to Z, Consumer Attorneys of California 54th Annual Convention, November Presenter, Insights and Legal Remedies in Lumber Liquidators Litigation, HB Litigation Conferences, May Co-Chair, Consumer Privacy and Data Breach Litigation Group Meeting, American Association for Justice 2015 Winter Convention, February Presenter, New and Developing Practice Areas- Riding the Wave in Pharmaceutical, Employment, Privacy and ERISA Litigation, Consumer Attorneys of California Annual Convention, November Presenter, Getting Your Settlement Approved, Bridgeport Continuing Education 2014 Class Action Litigation & Management Conference, September Presenter, Beyond the Mass Tort: Class Action Cases Arising from Big Pharmaceutical Wrongdoing, Consumer Attorneys of California Hawaii Seminar, December Presenter, When Settlement Became a Dirty Word: What To Do If You Actually Want to Settle a Case in the Ninth Circuit, Consumer Attorneys of California Annual Convention, November Presenter, Complex Fee Issues in the Class Action Settlement Process, National Association of Legal Fee Analysis 2013 Attorney Fees Conference, October Presenter, Class Certification Developments in Consumer Litigation, American Association for Justice 2013 Annual Convention, July Co-Author, Consumer Class Actions in the Wake of Daughtry v. American Honda Motor Company, CAOC Forum Magazine, January, Page 4 of 26

34 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 6 of 27 A.J. de Bartolomeo Partner A.J. De Bartolomeo has more than twenty years of experience prosecuting class actions and complex matters in courts throughout the country. She has extensive expertise litigating mass personal injury matters involving defective drugs and medical devices. A.J. currently serves in court-appointed leadership positions in several MDL mass tort actions, including serving on the Plaintiffs Steering Committees in the In re: Yaz and Yasmin Birth Control Litigation, In re: Actos Products Liability Litigation and In re: Pradaxa Products Liability Litigation. She serves on the Law and Briefing committees and has been involved with Daubert briefings in a number of cases. A.J. previously served on the Plaintiff s Steering Committee in the In re Transvaginal Mesh Litigation th Street Suite 1110 Oakland, CA T F ajd@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Employment Law Mass Personal Injury Securities Law Education University of California, Hastings College of Law, J.D., 1988 Fairfield University, B.A., 1982 University of London, London School of Economics (General Course Degree, 1981) Admissions California Awards & Honors AV Preeminent Peer Review Rated by Martindale-Hubbell Northern California Super Lawyer ( ) AAJ Distinguished Service Award, 2016 Committed to advancing opportunities for women lawyers, Ms. De Bartolomeo is the current Chair of the Women s Trial Lawyer Caucus of the American Association of Justice, overseeing the caucus s work in leadership training, law student scholarship, membership and political outreach, and other pro-civil justice functions. She is an active member of the American Bar Association Sections on Tort Trial and Insurance Practice, the American Bankruptcy Institute and Consumer Attorneys of California. Ms. De Bartolomeo has been named among the highest class of attorneys for professional ethics and legal skills with an AV-Preeminent rating by Martindale Hubbell, and was recognized by her peers as a Northern California Super Lawyer every year since Ms. De Bartolomeo frequently speaks before industry organizations on developments in consumer class actions, mass tort litigation, Daubert challenges, Rule 37 and Inherent Power sanctions, and the settlement approval process. Litigation Highlights Mass Personal Injury In re: Yaz & Yasmin Birth Control Litigation A.J. serves on the Plaintiffs Steering Committee in this coordinated litigation on behalf of women throughout the country who suffered serious side effects after taking Yaz, Yasmin and Ocella birth control. She serves as co-chair of the Law and Briefing committee and substantially contributed to the Daubert briefing that defeated all of the defendants 16 challenges to plaintiffs expert testimony. In re: Actos Products Liability Litigation A.J. serves on the Plaintiffs Steering Committee in this coordinated litigation on behalf of individuals who were diagnosed with bladder cancer after taking the oral anti-diabetic drug Actos. She serves as a member of the Law and Briefing committee in this litigation. In re: Pradaxa Products Liability Litigation A.J. serves on the Plaintiffs Steering Committee in this coordinated litigation on behalf of individuals who suffered internal hemorrhaging and other serious complications after taking the anticoagulant drug Pradaxa. She serves on the Daubert briefing committee in this case. Consumer Protection, Bankruptcy and Securities Litigation In re Motors Liquidation Company, et al., f/k/a General Motors Corp., et al. (Bankruptcy Litigation) A.J. served as Lead Counsel for unsecured creditors in two class action cases in the General Motors bankruptcy proceedings (court-certified classes in In Re Piston Slap Class Litigation and In Re Dex-Cool Class Litigation). The cases were settled in Bankruptcy Court for nearly $12 million. In re American Express Advisors Securities Litigation Served as second chair and achieved settlement of $100 million on behalf of individuals who bought financial plans and invested mutual funds from American Express Financial advisors. Page 5 of 26

35 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 7 of 27 CalSTRS v. Qwest Communications, et al. Served as Co-Lead Counsel in the representation of California State Teachers Retirement System in opt-out securities fraud action against Qwest Communications, Inc. and certain of its officers and directors, as well as its outside auditor Arthur Andersen. Settled for $45 million. Telstar v. MCI, Inc. Served as lead counsel achieving settlement of more than $2.8 million in cash on behalf of class of commercial subscribers alleging FCA violations for unfair billing practices. In re MCI Non-Subscriber Rates Litigation Served as second chair and achieved $90 million cash settlement on behalf of MCI subscribers who were charged MCI s nonsubscriber or casual caller rates and surcharges instead of the lower rates which MCI advertised and subscribers expected to be charged. Lehman v. Blue Shield A.J. served as lead counsel and achieved a settlement for more than $6.5 million in cash on behalf of class of subscribers overpaying insurance premiums. Professional Affiliations American Association for Justice Member, Board of Governors Chair, State Trial Lawyers Association (TLA) Outreach Committee Former Chair, Women s Trial Lawyer s Caucus; Member, Class Action Litigation Group. Consumer Attorneys of California American Bar Association- Tort Trial and Insurance Practice Section American Bankruptcy Institute Association of Business Trial Lawyers Publications & Recent Presentations Presenter, Plastic in the Pelvis: Essure and Mesh Litigation, Harris Martin Women s Health Litigation Conference, June Presenter, Combatting the Latest Defense Tactics in Mass Torts/ Plaintiff Practice, Consumer Attorneys of California Sonoma Travel Seminar, April Presenter, Mass Tort Claims, Product Testing and Causation Issues, 25th Annual Spring CLE Meeting for the American Bar Association Tort Trial and Insurance Practice Section (TIPS) Toxic Torts and Environmental Law Committee, April Moderator, Women s Trial Lawyers Caucus Leadership Summit, American Association for Justice 2016 Winter Convention, February Moderator, Mindfulness, American Association for Justice Annual Convention, July Author, Ethical Best Practices in Client and Case Management, AAJ Women s Trial Lawyers Caucus Newsletter, July Page 6 of 26

36 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 8 of 27 Dylan Hughes Partner Dylan Hughes concentrates his practice on investigating and prosecuting fraud matters on behalf of whistleblowers, consumers and employees who have been harmed by corporate misconduct. He represents consumers in a variety of cases ranging from false advertising to defective products, and employees in misclassification and wage and hour cases under state and federal laws. Mr. Hughes has extensive experience prosecuting complex automobile-defect and personal injury cases th Street Suite 1110 Oakland, CA T F dsh@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Employment Law Whistleblower Education University of California, Hastings College of Law, J.D., 2000 University of California at Berkeley, B.A., 1995 Admissions California Mr. Hughes has been selected for inclusion in Northern California Super Lawyers every year since He began his career as a law clerk for the Honorable Paul A. Mapes, Administrative Law Judge of the Office of Administrative Law Judges, United States Department of Labor. Mr. Hughes is a member of the American Bar Association, Consumer Attorneys of California, American Association for Justice Class Action Litigation Group and the Consumer Rights Section of the Barristers Club. He is admitted to the California Bar and is admitted to practice before the United States Court of Appeals for the Ninth Circuit as well as the United States District Courts for the Northern and Central Districts of California. Litigation Highlights In re General Motors Dex-Cool Cases helped achieve settlement of $50 to $800 cash reimbursements per class member vehicle repair. In re General Motors Cases - certified California state court class action against General Motors alleging violations of California s Secret Warranty law, California Civil Code et seq. Parkinson v. Hyundai Motor America - certified a nationwide class alleging Hyundai sold vehicles with defective flywheel systems, before ultimately reaching a favorable settlement for the class. Awards & Honors Northern California Super Lawyer ( ) Professional Affiliations Consumer Attorneys of California American Association for Justice- Class Action Litigation Group American Bar Association Barristers Club, Consumer Rights Section Page 7 of 26

37 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 9 of Continental Blvd 6th Floor El Segundo, CA T F kbm@classlawgroup.com Practice Emphasis Class Actions Mass Personal Injury Education University of California, Davis King Hall School of Law, J.D., Colorado State University, B.A., Admissions California Karen Barth Menzies Partner Karen is a nationally-recognized mass tort attorney with more than twenty years of experience in federal and state litigation. Courts throughout the country have appointed Karen to serve in leadership positions including Lead Counsel, Liaison Counsel and Plaintiff Steering Committee in some of the largest pharmaceutical and device mass tort cases. Karen currently serves in leadership positions in the Zoloft Birth Defect Litigation (federal and California state courts), Transvaginal Mesh Litigation (federal and California state courts), Fosamax Femur Fracture Litigation (California state court), Lexapro/Celexa Birth Defect Litigation (Missouri state court). Karen is particularly focused on women's health issues and drugs that cause harm to children. She currently represents women suffering permanent baldness following breast cancer chemotherapy treatments with Taxotere, and children who experienced severe side effects after taking the widely-prescribed medication Risperdal. Karen believes in advocating for drug safety and for the victims in the face of profit-driven corporations. She has testified twice before FDA advisory boards as well as the California State Legislature on the safety concerns regarding the SSRI antidepressants and the manufacturers' misconduct. Karen frequently publishes and presents on issues involving drug safety, mass tort litigation, FDA reform and federal preemption for both legal organizations (plaintiff and defense) and medical groups. Awards & Honors AV Preeminent Peer Review Rated by Martindale-Hubbell. Southern California Super Lawyer ( ) Lawyer of the Year by Lawyer s Weekly USA (2004) California Lawyer of the Year by California Lawyer magazine (2005) Consumer Attorney of the Year Finalist by CAOC (2006) Professional Affiliations American Association for Justice Co-Chair, Taxotere Litigation Group Consumer Attorneys of California Consumer Attorneys of Los Angeles American Bar Association (appointed member of the Plaintiffs Task Force) Women En Mass The Sedona Conference (WG1, Electronic Document Retention and Production) The National Trial Lawyers National Women Trial Lawyers Association LA County Bar Association Women Lawyers Association of Los Angeles Public Justice Page 8 of 26

38 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 10 of 27 Geoffrey Munroe Partner Geoffrey Munroe represents plaintiffs in high-profile class action and mass tort cases in both federal and state courts throughout the United States. He was selected as a Rising Star by Northern California Super Lawyers ( ), recognizing him as one of the best young attorneys practicing in Northern California, and as a Northern California Super Lawyer in He is the co-author of "Consumer Class Actions in the Wake of Daugherty v. American Honda Motor Company," CAOC's Forum Magazine, January/February 2009, and a frequent contributor to the Class Action Litigation Group Newsletter of the American Association for Justice th Street Suite 1110 Oakland, CA T F gam@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Mass Personal Injury Whistleblower Education University of California, Berkeley Boalt Hall School of Law, J.D., 2003 University of California at Berkeley, B.A., 2000 Admissions California Mr. Munroe is a 2003 graduate of the University of California at Berkeley School of Law (Boalt Hall), where he was the recipient of the American Jurisprudence Award in Torts, Business Law & Policy and Computer Law. He received his undergraduate degree in chemistry from the University of California at Berkeley in Mr. Munroe is a member of the Public Justice Class Action Preservation Project Committee, the Class Action Litigation Group of the American Association for Justice and the Consumer Attorneys of California. He is a member of the California Bar and is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the Northern, Central and Southern Districts of California. Litigation Highlights Skold v. Intel Corp. Key member of the briefing team in this decade-long litigation that achieved a nationwide class action settlement on behalf of approximately 5 million consumers of Intel Pentium 4 processors. The lawsuit changed Intel s benchmarking practices and Intel agreed to a cash settlement for the class, along with $4 million in charitable donations. In re Chase Bank U.S.A., N.A. Check Loan Contract Litigation Key member of the litigation team in this multidistrict case alleging that Chase Bank wronged consumers by offering long-term fixed-rate loans, only to later more-than-double the required loan payments. The litigation resulted in a $100 million settlement with Chase eight weeks prior to trial. In re Mercedes-Benz Tele Aid Contract Litigation Key member of the litigation team in this multi-district litigation alleging that Mercedes-Benz failed to disclose to its customers that the "Tele Aid" equipment installed in their vehicles would soon be obsolete and require an expensive replacement to keep working. Resulted in a class settlement providing for cash reimbursements of $650, or new vehicle credits for up to $1,300. Parkinson v. Hyundai Motor America key member of the briefing team that achieved certification of a nationwide class alleging Hyundai sold vehicles with defective flywheel systems, before ultimately reaching a favorable settlement for the class. Awards & Honors Northern California Super Lawyers ( ) Northern California Super Lawyers, Rising Star ( ) Professional Affiliations Consumer Attorneys of California American Association for Justice- Class Action Litigation Group Public Justice- Class Action Preservation Project Page 9 of 26

39 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 11 of th Street Suite 1110 Oakland, CA T F amm@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Constitutional Law Employment Law Mass Personal Injury Education The George Washington University Law School, J.D., 2004 Williams College, B.A., 2000 Admissions California District of Columbia Andre M. Mura Partner Andre M. Mura is a partner at Gibbs Law Group LLP and of counsel to Girard Gibbs LLP with experience representing plaintiffs in class action and complex litigation involving consumers and workers rights, products liability, drug and medical devices, federal jurisdiction, and constitutional law. Prior to joining Gibbs Law Group LLP, Andre was senior litigation counsel at the Center for Constitutional Litigation PC, where he represented plaintiffs in high-stakes appeals and complex litigation in state supreme courts and federal appellate courts. He also authored briefs filed in the U.S. Supreme Court, at both the petition and merits stages, and argued dispositive motions in trial courts nationwide. SCOTUSblog, the blog of the Supreme Court of the United States, selected Mr. Mura s petition for certiorari in Malaterre v. Amerind Risk Management Corp., No as Petition of the Day. Andre is frequently called upon to discuss emerging issues in class actions, and regularly contributes his insights and commentary to the Consumer Law Watch (clw.girardgibbs.com), a blog analyzing developments in the law of consumer class actions. He is a member of the American Bar Association (ABA) Tort Trial and Insurance Practice Section (TIPS) Plaintiffs Policy Task Force. He serves as vice-chair of the ABA- TIPS Appellate Advocacy Committee and as chair of the ABA-TIPS Supreme Court Monitoring Subcommittee. Andre is a member and former co-chair of the Young Lawyers Committee of the National Center for State Courts, as well as a member of the American Association for Justice and the Consumer Attorneys of California. He served as an executive member of the moot court board while attending The George Washington University Law School. Litigation Highlights Reynolds v. Wal-Mart Andre successfully opposed Wal-Mart s motion to dismiss in this putative class action in federal court concerning deceptive food labeling. Corber v. Xanodyne Pharmaceuticals - Andre represented plaintiffs injured by propoxyphene, an ingredient found in Darvocet and Darvon pain relief drugs and generic pain relievers, before the U.S. Court of Appeals for the Ninth Circuit, sitting en banc. Watts v. Lester E. Cox Medical Centers, 376 S.W.3d 633 (Mo. 2012), Andre successfully argued that a state law limiting compensatory damages in medical malpractice cases violated his client s constitutional right to trial by jury. In ruling in favor of Mr. Mura s client, the Missouri high court agreed to overturn a 20-year-old precedent. Texaco, Inc. & Chevron Corp. v. Simon, Mr. Mura argued before the Mississippi Supreme Court in a case concerning Texaco s and Chevron s liability for pregnant women s exposure to leaded gas. The case settled favorably after oral argument but before decision. U.S. Supreme Court Advocacy J. McIntyre Machinery, Ltd. v. Nicastro, 131 S. Ct (2011), Andre drafted merits briefing addressing whether personal jurisdiction exists over a foreign manufacturer. Mutual Pharmaceutical Co., Inc. v. Bartlett, 133 S. Ct (2013), Andre was the lead author of an amicus curiae brief for the American Association for Justice and Public Justice in case examining whether federal drug safety law preempts state-law liability for defectively designed generic drugs. Qwest Services Corp. v. Blood, 132 S. Ct (2012), Andre was counsel of record for plaintiffs in opposing Supreme Court review of an $18 million punitive damages award. SCOTUSblog, the blog of the Supreme Court of the United States, selected Mr. Mura s petition for certiorari in Malaterre v. Amerind Risk Management Corp., No as Petition of the Day. Page 10 of 26

40 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 12 of 27 Awards & Honors Northern California Super Lawyers Rising Star (2016) Professional Affiliations American Association for Justice- Class Action Litigation Group, Legal Affairs Group American Bar Association- Chair, Appellate Advocacy Committee of Tort Trial and Insurance Practice Section; Plaintiff s Policy Task Force Consumer Attorneys of California National Center for State Courts, Lawyers Committee Pound Civil Justice Institute Public Justice Foundation- Class Action Preservation Projects Committee Publications & Presentations Moderator and Presenter, An Examination of Personal Jurisdiction, American Association for Justice Educational Conference, September Presenter, Personal Jurisdiction In Mass Torts and Class Actions: Exploring the Impact of BMS v. Superior Court, American Association for Justice Rapid Response Webinar, September Moderator, Volkswagen Emissions, One Year Later: Litigation and Science Update, ABA Tort Trial and Insurance Practice Section, Toxic Torts and Environmental Law Committee Annual Meeting, August Co-Moderator, Who Will Write Your Rules Your State Court, or the Federal Judiciary, Pound Civil Justice Institute Judges Forum, July Presenter, Volkswagen Diesel Emission Fraud, 2016 American Association for Justice Convention- Litigation at Sunrise, July Presenter, The Current State of Ascertainability, Class Action Litigation Conference 2016, Bridgeport Continuing Legal Education, April Co-host and presenter, Consumer Legal Remedies Act Webinar, Bridgeport Continuing Legal Education, March Presenter, Volkswagen Emissions Fraud Webinar, American Association for Justice and HB Litigation Conferences, October Co-Author, Recent Developments in Appellate Advocacy, Tort Trial & Insurance Practice Law Journal, Fall 2013, Winter 2015, Winter Author, Buckman Stops Here! Limits on Preemption of State Tort Claims Involving Allegations of Fraud on the PTO or the FDA, 41 Rutgers L.J. 309, Page 11 of 26

41 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 13 of th Street Suite 1110 Oakland, CA T F mls@classlawgroup.com Practice Emphasis Antitrust Class Actions Consumer Protection Mass Personal Injury Whistleblower Education University of California, Berkeley Boalt Hall School of Law, J.D., 1996 Columbia College at Columbia University, B.A., 1989 Admissions California Michael Schrag Partner Michael Schrag has nearly 20 years of experience representing individual and small business plaintiffs in a broad range of complex class actions against large corporations in litigation concerning banking, credit cards, telecommunications, and real estate. He has also successfully litigated product liability, personal injury, medical malpractice, employment, and contingent breach of contract cases. Mr. Schrag currently serves as Co-Lead counsel in Beaver v. Tarsadia Hotels, in which the court granted plaintiffs summary judgment on the issue of liability in a large unfair competition class action against real estate developers. He also represents small business owners in a RICO and fraud action against insurer AIG. Mr. Schrag also represents purchasers of fractional condominium units in actions against developers. Mr. Schrag has helped initiate and prosecute several class actions against Visa, MasterCard, and major U.S. banks, such as Chase and Bank of America, for failing to disclose and fixing the price of currency conversion fees charged to cardholders using credit and debit cards abroad. Mr. Schrag is a 1996 graduate of the University of California at Berkeley School of Law (Boalt Hall) and received his undergraduate degree in 1989 from Columbia College at Columbia University. Mr. Schrag began his career prosecuting securities class actions and serving as a law clerk to the Honorable Judith N. Keep, U.S. District Judge, Southern District of California. Before joining Gibbs Law Group, Mr. Schrag was a partner and cofounder of Meade & Schrag, LLP, where he prosecuted class actions and also litigated personal injury, medical malpractice, breach of contract, and business litigation matters. Litigation Highlights Ammari v. Pacific Bell Directory Represented consumers who overpaid an AT&T subsidiary for advertising in Yellow Pages directories. Plaintiffs prevailed at trial and on two appeals to obtain a $27 million judgment for class members, a result the National Law Journal deemed as one of the top 100 verdicts in In re Currency Conversion Fee Antitrust Litigation After prevailing at trial in a related state court action, plaintiffs negotiated a $336 million global settlement for the class in this multidistrict antitrust litigation against the country s largest credit card issuers and networks. In Re Sulzer Hip Prosthesis and Knee Prosthesis Liability Litigation recovered over $10 million on behalf of his clients in this multidistrict litigation that awarded a total of $1 billion to patients who received defective hip implants. Professional Affiliations American Association for Justice- Class Action Litigation Group Consumer Attorneys of California Page 12 of 26

42 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 14 of 27 David Stein Partner David Stein represents plaintiffs in complex consumer protection and financial fraud cases against Fortune 100 companies. Before joining Girard Gibbs, David served as judicial law clerk to U.S. District Court Judge Keith Starrett and U.S. Magistrate Judge Karen L. Hayes. He is frequently called upon to discuss emerging issues in class actions, and regularly contributes his insights and commentary to the Consumer Law Watch (clw.girardgibbs.com), a blog analyzing developments in the law of consumer class actions. For the last three years Mr. Stein has been named a Rising Star by Northern California Super Lawyers th Street Suite 1110 Oakland, CA T F ds@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Whistleblower Education Emory University School of Law, J.D., 2007 University of California at Santa Barbara, B.A., 2003 Admissions California Litigation Highlights Paeste v. Government of Guam helped secure a judgment against the Government of Guam and several of its highest ranking officials in a suit involving the government s unlawful administration of income tax refunds. Mr. Stein defended the judgment in an oral argument before the Ninth Circuit U.S. Court of Appeals, leading to a complete victory for the taxpayers in the published decision, Paeste v. Government of Guam, 798 F.3d 1228 (9th Cir. 2015) In re: Peregrine PFG Best Customer Accounts Litigation - represented investors in a lawsuit against U.S. Bank and JPMorgan Chase arising from the collapse of Peregrine Financial Group, Inc. The former Peregrine customers were seeking to recover the millions of dollars that was stolen from them out of segregated funds accounts. Plaintiffs efforts led to settlements with JPMorgan Chase and U.S. Bank worth over $75 million. Browne v. American Honda Motor Co., Inc. represented consumers who alleged that 750,000 Honda Accord and Acura TSX vehicles were sold with brake pads that wore out prematurely. The case settled for an estimated value of approximately $25 million. Velasco v. Chrysler Group LLC David represented consumers who alleged they were sold and leased vehicles with defective power control modules that caused vehicle stalling. In addition to negotiating a recall of all Jeep Grand Cherokee and Dodge Durango vehicles, the lawsuit also resulted in Chrysler reimbursing owners for all repair and rental car expenses, and extending its warranty. Milano v. Interstate Battery System of America, Inc. David served as interim class counsel representing purchasers of automobile batteries in a breach of warranty action. Negotiated a class-wide settlement providing for significant changes to Interstate's warranty practices and cash reimbursements to class members. Awards & Honors Northern California Super Lawyers Rising Star ( ) Professional Affiliations American Association for Justice Association of Business Trial Lawyers Federal Bar Association Public Justice Foundation Publications & Presentations Presenter, Perspectives on Automotive Class Action Litigation, Stafford Publishers. Presenter, Motion to Dismiss What s Trending? HB Litigation Conferences, Consumer Class Actions. Page 13 of 26

43 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 15 of 27 Presenter, Beyond the Mass Tort: Class Action Cases Arising from Big Pharmaceutical Wrongdoing, Consumer Attorneys of California, Presenter, Rule 23(c)(4) Issue Certification Post-Comcast, American Association for Justice. Author, Wrong Problem, Wrong Solution: How Congress Failed the American Consumer, 23 Emory Bankr. Dev. J. 619 (2007). Page 14 of 26

44 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 16 of 27 Amy Zeman Partner Amy Zeman represents clients in a wide variety of medical mass injury matters, including individuals harmed by transvaginal mesh, the birth-control medications Yaz and Yasmin, the diabetes drug Actos, and the anti-psychotic medication Risperdal, among others. Ms. Zeman also represents consumers in class action litigation, with experience working closely with class representatives and consumer contacts and participating in all stages of litigation. Ms. Zeman has been named a Rising Star by Northern California Super Lawyers every year since Sheridan Avenue Miami Beach, FL T F amz@classlawgroup.com Practice Emphasis Class Actions Consumer Protection Mass Personal Injury Whistleblower/ Qui Tam Education University of California, Hastings College of Law, J.D., magna cum laude, University of Missouri, B.A., summa cum laude, Admissions California Florida Prior to attending law school, Ms. Zeman pursued a career in the financial sector. Ms. Zeman served the members of the Marin County Federal Credit Union for almost seven years, acting as the Accounting and Compliance Manager. Ms. Zeman was a spring 2010 extern for the Honorable Marilyn Hall Patel of the United States District Court, Northern District of California. Litigation Highlights Yaz & Yasmin Birth Control Litigation represents women throughout the country who suffered serious side effects after taking Yaz, Yasmin and Ocella birth control. Pelvic System Products Liability Litigation (transvaginal mesh) - represents women across the country who suffered serious complications after receiving transvaginal mesh implants. Actos (Pioglitazone) Products Liability Litigation represents individuals who were diagnosed with bladder cancer after taking the oral anti-diabetic drug Actos. Chase Bank U.S.A., N.A. Check Loan Contract Litigation key member of the litigation team in this multidistrict case alleging that Chase Bank wronged consumers by offering long-term fixed-rate loans, only to later more-than-double the required loan payments. The litigation resulted in a $100 million settlement with Chase eight weeks prior to trial. Sugarman v. Ducati North America, Inc., - represented Ducati motorcycle owners whose fuel tanks on their motorcycles degraded and deformed due to incompatibility with the motorcycles fuel. In January 2012, the Court approved a settlement that provided an extended warranty and repairs, writing, The Court recognizes that class counsel assumed substantial risks and burdens in this litigation. Representation was professional and competent; in the Court s opinion, counsel obtained an excellent result for the class. Awards & Honors Rising Star, Northern California Super Lawyers ( ) Professional Affiliations American Bar Association, Tort Trial and Insurance Practice Section American Association for Justice Secretary, Class Action Litigation Group, Co-Chair, Qui Tam Litigation Group Member, Women Trial Lawyers Caucus Consumer Attorneys of California Florida Association of Women Lawyers Page 15 of 26

45 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 17 of 27 Publications & Presentations Presenter, Cross Pollination: Diversifying Your Case Garden, HB Litigation Conferences, Consumer Class Actions, May Presenter, Best Practices in Law Firm Management, American Association for Justice 2016 Winter Convention, Women s Trial Lawyers Caucus Leadership Summit, February Presenter, Effects of MIR 162 on U.S. Corn Farmers, Mass Tort Med School, HB Litigation Conferences, May Presenter, Lumber Liquidators Litigation, American Association for Justice 2015 Annual Convention, July Presenter, Recent Developments in Class Certification in the United States and Canada, American Association for Justice 2015 Annual Convention, July Co-author, Tips on Client Contact and Case Management in Mass Torts Part I: Client Intake and Gathering Relevant Information, American Association for Justice, Women Trial Lawyers Caucus Connections Count Newsletter, Co-author, Tips on Client Contact and Case Management in Mass Torts Part II: Organizing and Working with Client Information, American Association for Justice, Women Trial Lawyers Caucus Connections Count Newsletter, Page 16 of 26

46 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 18 of 27 Associates Aaron Blumenthal represents consumers and whistleblowers in class action lawsuits involving allegations of corporate misconduct. He has prosecuted a variety of consumer protection cases ranging from false advertising to defective products. He is also involved in the investigation and development of new cases. Aaron attended the University of California, Berkeley School of Law (Boalt Hall), where he graduated Order of the Coif (a distinction awarded only to the top 10 percent of the graduating class). In law school, Aaron worked on consumer issues writing and publishing a law review article on the practical strategies for combatting class action waivers in a post-concepcion world. David Berger is a 2008 graduate of Northwestern University School of Law. He competed on the Jessup Moot Court team and defended juveniles through the Bluhm Legal Clinic s Children and Family Justice Center. Prior to joining Gibbs Law Group, Mr. Berger was a law clerk in the United States District Court for the Northern District of California. He also spent several years litigating complex commercial and intellectual property cases at Robins, Kaplan, Miller & Ciresi in Minneapolis, Minnesota. There, Mr. Berger recovered millions of dollars for the State of Minnesota by proving that a chain of dentists submitted false claims to state-funded health plans. He represented people injured by the Interstate 35-W bridge collapse in victim compensation proceedings. He also represented intergovernmental organizations and technology companies in high-stakes commercial and intellectual property disputes. Caroline Corbitt is a 2015 graduate of the University of Southern California Gould School of Law, where she served as Executive Editor of the Southern California Interdisciplinary Law Journal. Ms. Corbitt was a summer 2013 extern for the Honorable Laurel Beeler, Magistrate Judge of the United States District Court, Northern District of California. Ms. Corbitt has also externed at the Federal Trade Commission and the California Department of Justice, Antitrust Division. Before law school, Ms. Corbitt worked in book publishing in San Francisco, California. She received her undergraduate degree in history and literature from Harvard University in Linda Lam focuses her practice on representing consumers, small businesses, and employees in complex contingency litigation. Before joining the firm, Ms. Lam was an associate attorney at a national employee benefits and employment law firm, where she represented workers and retirees. Ms. Lam graduated magna cum laude from the University of California, Hastings College of the Law in 2014, where she was inducted into the Order of the Coif. In law school, Ms. Lam served as the Production Editor for the Hastings Race and Poverty Law Journal. She worked as a research assistant to Professor Reuel Schiller. Additionally, Ms. Lam worked on a team in the Refugee and Human Rights Clinic to win asylum status for a domestic violence victim from Mexico. In 2012, she externed for the Honorable Joseph Spero in the Northern District of California. Page 17 of 26

47 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 19 of 27 Steve Lopez is a 2014 graduate of the University of California, Berkeley School of Law (Boalt Hall), where he was a Publishing Editor for the California Law Review and an Editor for the Berkeley Journal of Employment and Labor Law. Mr. Lopez was also a member of the La Raza Law Students Association and the Legal Aid Society Employment Law Center s Berkeley Workers Rights Clinic, where he successfully argued a client s unemployment insurance appeal in an administrative hearing. He was the recipient of the American Jurisprudence Award in Insurance Law, and the Prosser Prize in Remedies and Employee Benefits Law. Before law school, Mr. Lopez performed research for a consulting firm specializing in improving justice programs. He received his undergraduate degree in economics and international relations from the University of Virginia in Shane Howarter is a 2016 graduate of the University of California, Los Angeles School of Law and Luskin School of Public Affairs, where he earned a joint degree in law and public policy. While in law school, Shane served as the Chief Articles Editor for the Journal of International Law and Foreign Affairs, and as the Academic Chair of the American Constitution Society. He received his undergraduate degree in Political Science and English from the University of Illinois at Urbana- Champaign in Prior to graduating from law school, Shane was a summer associate with Gibbs Law Group, working on complex consumer protection cases. Of Counsel Allison Ehlert is a seasoned litigator with considerable civil litigation experience, including at the appellate level. In addition to representing consumers in a variety of class actions around the country, Ms. Ehlert s civil practice includes representing businesses and individuals in commercial, employment, telecommunications, and other matters. She is widely regarded for her legal research and writing abilities, with her legal briefing described as exemplary by the U.S. Sixth Circuit Court of Appeals. Mr. Ehlert also represents clients in criminal appeals of their convictions and sentences stemming from drug, firearm, and other serious offenses. In 2006 to 2008, Ms. Ehlert clerked for Chief Judge R. Guy Cole on the U.S. Court of Appeals for the Sixth Circuit, as well as Judge Algenon L. Marbley on the U.S. District Court for the Southern District of Ohio. She also spent several years as a trial and appellate litigator at one of San Francisco s top law firms, Coblentz, Patch, Duffy & Bass. Ms. Ehlert received her J.D. from the University of California, Berkeley (Boalt Hall), and her B.A., summa cum laude, in Politics & Government from Ohio Wesleyan University, where she graduated first in her class and was inducted into Phi Beta Kappa. Robert Mosier s practice is almost exclusively focused on representing plaintiffs harmed by large pharmaceutical and medical device companies. He represents clients injured by Granuflo, Tylenol, Risperdal, Medtronic Infuse, Reglan, Crestor, Pain Pumps, Transvaginal Mesh, DePuy ASR and Pinnacle Hips, Januvia, Byetta and Yaz. Mr. Mosier serves as court-appointed co-lead counsel and liaison counsel and on leadership committees in consolidated litigation throughout the United States. Mr. Mosier currently serves as Plaintiffs Co-Lead Counsel in the Risperdal and Invega Product Liability Cases JCCP 4775 litigation, and as Plaintiff s Liaison Counsel in the In re Infusion Pain Pump JCCP 4615 litigation. Mr. Mosier is appointed to the Plaintiff s Steering Committee in the In Re Incretin Mimetics Product Liability Litigation MDL 2452, and the In Re Zoloft Birth Defect Cases JCCP4771. Page 18 of 26

48 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 20 of 27 Mr. Mosier is appointed to the Science Committee in the In re Fresenius Granuflo/Naturalyte Dialysate Products MDL Previously, Mr. Mosier was a partner at McGregor & Mosier, where he obtained numerous multi-million dollar settlements for injured plaintiffs in medical malpractice, brain injury, birth injury, and other significant injury matters through trial. Before working to represent the rights of injured plaintiffs, Mr. Mosier represented hospitals, physicians, and medical providers accused of malpractice at one of California s preeminent medical malpractice defense firms. During his tenure as a defense attorney, Mr. Mosier gained invaluable insight and education into the practice of medicine, health care and medical insurance issues. Mr. Mosier has held an AV Preeminent Attorney rating from Martindale Hubbell since 2002, is a National Trial Lawyers Top 100 Attorney, and an Arizona Top Rated Attorney Top Trial Lawyers in America. Mr. Mosier frequently speaks at national legal conventions on various issues involving mass tort litigation. He has prosecuted diverse appellate court issues, obtaining published opinions in the areas of constitutional law, separation of court jurisdiction and dischargeability of intentional tort claims. While working as a medical malpractice defense attorney, Mr. Mosier served as liaison counsel for the Orange County Medical Association/ Orange County Bar Association committee and was frequently invited to speak to hospitals and their staffs on medical/legal issues affecting doctor-patient care. SIGNIFICANT RECOVERIES Some examples of the cases in which our lawyers played a leadership role are described below: Mass Tort In re Actos Pioglitazone-Products Liability Litigation, No. 6:11-md-2299 (W.D. La.). Ms. De Bartolomeo was among those court-appointed to the Plaintiffs Steering Committee and also served on the Daubert and Legal Briefing Committees, in litigation that resulted in a $2.37 billion settlement. In re Yasmin and Yaz (Drospirenone) Marketing, Sales, Practices and Products Liability Litigation, MDL No. 2385, No. 3:09-md (S.D. Ill.). In litigation that ultimately resulted in settlements worth approximately $1.6 billion, Ms. De Bartolomeo was appointed to the Plaintiffs Steering Committee and served as Co-Chair of the Plaintiffs Law and Briefing Committee. In re Pradaxa (Dabigatran Etexilate) Products Liability Litigation, MDL No. 2385, No. 3:12- md (S.D. Ill.), Ms. De Bartolomeo was appointed by the court to the Plaintiffs Steering Committee in mass tort litigation that resulted in settlements worth approximately $650 million. In re: Sulzer Hip Prosthesis And Knew Prosthesis Liability Litigation, MDL No (N.D. Ohio); Cal. JCCP No (Cal. Super. Court, Alameda Cty). Mr. Schrag helped recover over $10 million on behalf of his clients in this multidistrict litigation. Page 19 of 26

49 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 21 of 27 Defective Products In re ipod Cases, JCCP No (Cal. Super. Ct. San Mateo Cty). Mr. Gibbs, as court appointed co-lead counsel, negotiated a settlement that provided warranty extensions, battery replacements, cash payments, and store credits for class members who experienced battery failure. In approving the settlement, the Hon. Beth L. Freeman said that the class was represented by extremely well qualified counsel who negotiated a significant and substantial benefit for the class members. In re Hyundai Sonata Engine Litigation, Case No. 5:15-cv (N.D. Cal.). Gibbs Law Group attorneys served as court-appointed co-lead interim class counsel on behalf of plaintiffs who alleged their Hyundai Sonatas suffered premature and catastrophic engine failures due to defective rotating assemblies. We negotiated an early comprehensive settlement providing for free inspection and repairs, warranty extensions, repair reimbursements, and compensation for class members who had already traded-in or sold their vehicles at a loss. The Court granted preliminary approval to the settlement in June Final approval hearing is scheduled for December 15, Sugarman v. Ducati North America, Inc., No. 10-cv (N.D. Cal.). Gibbs Law Group attorneys served as class counsel on behalf of Ducati motorcycle owners whose fuel tanks on their motorcycles degraded and deformed due to incompatibility with the motorcycles fuel. In January 2012, the Court approved a settlement that provided an extended warranty and repairs, writing, The Court recognizes that class counsel assumed substantial risks and burdens in this litigation. Representation was professional and competent; in the Court s opinion, counsel obtained an excellent result for the class. Parkinson v. Hyundai Motor America, No. 06-cv (C.D. Cal.). Gibbs Law Group attorneys served as class counsel in this class action featuring allegations that the flywheel and clutch system in certain Hyundai vehicles was defective. After achieving nationwide class certification, our lawyers negotiated a settlement that provided for reimbursements to class members for their repairs, depending on their vehicle s mileage at time of repair, from 50% to 100% reimbursement. The settlement also provided full reimbursement for rental vehicle expenses for class members who rented a vehicle while flywheel or clutch repairs were being performed. After the settlement was approved, the court wrote, Perhaps the best barometer of the benefit obtained for the class is the perception of class members themselves. Counsel submitted dozens of letters from class members sharing their joy, appreciation, and relief that someone finally did something to help them. In Re Medtronic, Inc. Implantable Defibrillators Product Liability Litigation, No. 05-md-1726 (D.Minn.). Ms. De Bartolomeo served on the discovery and law committees and provided legal, discovery, and investigative support in this lawsuit, following a February 2005 recall of certain models of Medtronic implantable cardioverter defibrillator devices. Approximately 2,000 individual cases were filed around the country and consolidated in an MDL proceeding in District Court in Minnesota. The cases were settled in 2007 for $75 million. Browne v. Am. Honda Motor Co., Inc., No. 09-cv (C.D. Cal.). Gibbs Law Group attorneys and co-counsel represented plaintiffs who alleged that about 750,000 Honda Accord and Acura TSX vehicles were sold with brake pads that wore out prematurely. We negotiated a settlement in which improved brake pads were made available and class members who had them installed could be reimbursed. The settlement received final court approval in July 2010 and provided an estimated value of approximately $25 million. Page 20 of 26

50 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 22 of 27 In Re General Motors Dex-Cool Cases., No. HG (Cal. Super Ct. Alameda Cty). Gibbs Law Group attorneys served as co-lead counsel in these class action lawsuits filed throughout the country, where plaintiffs alleged that General Motors Dex-Cool engine coolant damaged certain vehicles engines, and that in other vehicles, Dex-Cool formed a rusty sludge that caused vehicles to overheat. After consumer classes were certified in both Missouri and California, General Motors agreed to cash payments to class members nationwide. On October 27, 2008, the California court granted final approval to the settlement. Roy v. Hyundai Motor America, No. 05-cv (C.D. Cal.). Gibbs Law Group attorneys served as co-lead counsel in this nationwide class action suit brought on behalf of Hyundai Elantra owners and lessees, alleging that an air bag system in vehicles was defective. Our attorneys helped negotiate a settlement whereby Hyundai agreed to repair the air bag systems, provide reimbursement for transportation expenses, and administer an alternative dispute resolution program for trade-ins and buybacks. In approving the settlement, the Honorable Alicemarie H. Stotler presiding, described the settlement as pragmatic and a win-win for all involved. Velasco v. Chrysler Group LLC, No. 2:13-cv (C.D. Cal.). In this class action, consumers alleged they were sold and leased vehicles with defective power control modules that caused vehicle stalling. Gibbs Law Group attorneys and their co-counsel defeated the majority of Chrysler s motion to dismiss and engaged in extensive deposition and document discovery. In 2015, the parties reached a settlement contingent on Chrysler initiating a recall of hundreds of thousands of vehicles, reimbursing owners for past repairs, and extending its warranty for the repairs conducted through the recall. When he granted final settlement approval, the Honorable Dean D. Pregerson acknowledged that the case had been hard fought and well-litigated by both sides. Bacca v. BMW of N. Am., No. 2:06-cv-6753 (C.D. Cal.) In a class action alleging that BMW vehicles suffered from defective sub-frames, we negotiated a settlement with BMW in which class members nationwide received full reimbursement for prior sub-frame repair costs as well as free nationwide inspections and program. False Advertising & Deceptive Marketing In re Chase Bank USA, N.A. "Check Loan" Contract Litigation, No (N.D. Cal.). Gibbs Law Group attorneys and counsel from several other firms led this nationwide class action lawsuit alleging deceptive marketing and loan practices by Chase Bank USA, N.A. After a nationwide class was certified, U.S. District Court Judge Maxine M. Chesney granted final approval of a $100 million settlement on behalf of Chase cardholders. Hyundai and Kia Fuel Economy Litigation, No. 2:13-md-2424 (C.D. Cal.). In a lawsuit alleging false advertising of vehicle fuel efficiency, the court appointed Eric Gibbs as liaison counsel. Mr. Gibbs regularly reported to the Court, coordinated a wide-ranging discovery process, and advanced the view of plaintiffs seeking relief under the laws of over twenty states. Ultimately Mr. Gibbs helped negotiate a revised nationwide class action settlement with an estimated value of up to $360 million. The Honorable George H. Wu wrote that Mr. Gibbs had efficiently managed the requests from well over 20 different law firms and effectively represented the interests of Non-Settling Plaintiffs throughout this litigation. This included actively participating in revisions to the proposed settlement in a manner that addressed many weaknesses in the original proposed settlement. Page 21 of 26

51 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 23 of 27 In re Providian Credit Card Cases, JCCP No (Cal. Super. Ct. San Francisco Cty). Mr. Gibbs played a prominent role in this nationwide class action suit brought on behalf of Providian credit card holders. The lawsuit alleged that Providian engaged in unlawful, unfair and fraudulent business practices in connection with the marketing and fee assessments for its credit cards. The Honorable Stuart Pollack approved a $105 million settlement, plus injunctive relief one of the largest class action recoveries in the United States arising out of consumer credit card litigation. In re Hyundai and Kia Horsepower Litigation, No. 02CC00287 (Cal. Super. Ct. Orange Cty). In a class action on behalf of U.S. Hyundai and Kia owners and lessees, contending that Hyundai advertised false horsepower ratings in the United States, attorneys from Gibbs Law Group negotiated a class action settlement valued at between $75 million and $125 million which provided owners nationwide with cash payments and dealer credits. In re MCI Non-Subscriber Telephone Rates Litigation, MDL No (S.D. Ill.). This class action lawsuit was brought on behalf of MCI subscribers charged various rates and surcharges instead of the lower rates MCI had advertised. Ten cases were consolidated for pretrial proceedings before the Honorable David R. Herndon, U.S. District Judge for the Southern District of Illinois. Judge Herndon appointed co-lead counsel for the consolidated actions and Ms. De Bartolomeo played a significant role in the litigation. On March 29, 2001, Judge Herndon granted final approval of a settlement for over $90 million in cash. Skold v. Intel Corp., No cv (Cal. Super. Ct. Santa Clara Cty.). Gibbs Law Group attorneys represented Intel consumers through a decade of hard-fought litigation, ultimately certifying a nationwide class under an innovative price inflation theory and negotiating a settlement that provided refunds and $4 million in cy pres donations. In approving the settlement, Judge Peter Kirwan wrote: It is abundantly clear that Class Counsel invested an incredible amount of time and costs in a case which lasted approximately 10 years with no guarantee that they would prevail. Simply put, Class Counsel earned their fees in this case. Steff v. United Online, Inc., No. BC (Cal. Super. Ct. Los Angeles Cty.). Mr. Gibbs served as lead counsel in this nationwide class action suit brought against NetZero, Inc. and its parent, United Online, Inc., by former NetZero customers. Plaintiffs alleged that defendants falsely advertised their internet service as unlimited and guaranteed for a specific period of time. The Honorable Victoria G. Chaney of the Los Angeles Superior Court granted final approval of a settlement that provided full refunds to customers whose services were cancelled and which placed restrictions on Defendants advertising. Khaliki v. Helzberg s Diamond Shops, Inc., No. 11-cv (W.D. Mo.). Gibbs Law Group attorneys and co-counsel represented consumers who alleged deceptive marketing in connection with the sale of princess-cut diamonds. The firms achieved a positive settlement, which the court approved, recognizing that Class Counsel provided excellent representation and achieved a favorable result relatively early in the case, which benefits the Class while preserving judicial resources. The court went on to recognize that Class Counsel faced considerable risk in pursuing this litigation on a contingent basis, and obtained a favorable result for the class given the legal and factual complexities and challenges presented. Page 22 of 26

52 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 24 of 27 Other Consumer Protection Recoveries Mitchell v. American Fair Credit Association, No (Cal. Super. Ct. Alameda Cty); Mitchell v. Bankfirst, N.A., No. 97-cv (N.D. Cal.). This class action lawsuit was brought on behalf of California members of the American Fair Credit Association (AFCA). Plaintiffs alleged that AFCA operated an illegal credit repair scheme. The Honorable James Richman certified the class and appointed the firm as class counsel. In February 2003, Judge Ronald Sabraw of the Alameda County Superior Court and Judge Maxine Chesney of the U.S. District Court for the Northern District of California granted final approval of settlements valued at over $40 million. In Re Mercedes-Benz Tele Aid Contract Litigation, MDL No. 1914, No. 07-cv (D.N.J.). Gibbs Law Group attorneys and co-counsel served as co-lead class counsel on behalf of consumers who were not told their vehicles navigation systems were on the verge of becoming obsolete. Counsel successfully certified a nationwide litigation class, before negotiating a settlement valued between approximately $25 million and $50 million. In approving the settlement, the court acknowledged that the case involved years of difficult and hard-fought litigation by able counsel on both sides and that the attorneys who handled the case were particularly skilled by virtue of their ability and experience. In re LookSmart Litigation, No (Cal. Super. Ct. San Francisco Cty). This nationwide class action suit was brought against LookSmart, Ltd. on behalf of LookSmart s customers who paid an advertised one time payment to have their web sites listed in LookSmart s directory, only to be later charged additional payments to continue service. Plaintiffs claims included breach of contract and violation of California s consumer protection laws. On October 31, 2003, the Honorable Ronald M. Quidachay granted final approval of a nationwide class action settlement providing cash and benefits valued at approximately $20 million. Lehman v. Blue Shield of California, No. CGC (Cal. Super. Ct. S.F. Cty.). In this class action lawsuit alleging that Blue Shield engaged in unlawful, unfair and fraudulent business practices when it modified the risk tier structure of its individual and family health care plans, Gibbs Law Group attorneys helped negotiate a $6.5 million settlement on behalf of former and current Blue Shield subscribers residing in California. The Honorable James L. Warren granted final approval of the settlement in March Wixon v. Wyndham Resort Development Corp., No. 07-cv (N.D. Cal.). Gibbs Law Group attorneys served as class and derivative counsel in this litigation brought against a timeshare developer and the directors of a timeshare corporation for violations of California state law. Plaintiffs alleged that the defendants violated their fiduciary duties as directors by taking actions for the financial benefit of the timeshare developer to the detriment of the owners of timeshare interests. On September 14, 2010, Judge White granted approval of a settlement of the plaintiffs derivative claims. Berrien, et al. v. New Raintree Resorts, LLC, et al., No. 10-cv (N.D. Cal.). Gibbs Law Group attorneys filed this class action on behalf of timeshare owners, challenging the imposition of unauthorized special assessment fees. On November 15, 2011, the parties reached a proposed settlement of the claims asserted by the plaintiffs on behalf of all class members who were charged the special assessment. On March 13, 2012, the Court issued its Final Class Action Settlement Approval Order and Judgment, approving the proposed settlement. Page 23 of 26

53 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 25 of 27 Benedict, et al. v. Diamond Resorts Corporation, et al., No. 12-cv (D. Hawaii). In this class action on behalf of timeshare owners, Gibbs Law Group attorneys represented plaintiffs challenging the imposition of an unauthorized special assessment fee. On November 6, 2012, the parties reached a proposed settlement of the claims asserted by the plaintiffs on behalf of all class members who were charged the special assessment. On June 6, 2013, the Court approved the settlement. Allen Lund Co., Inc. v. AT&T Corp., No. 98-cv-1500 (C.D. Cal.). This class action lawsuit was brought on behalf of small businesses whose long-distance service was switched to Business Discount Plan, Inc. Gibbs Law Group attorneys served as class counsel and helped negotiate a settlement that provided full cash refunds and free long-distance telephone service. Mackouse v. The Good Guys - California, Inc., No (Cal. Super Ct. Alameda Cty). This nationwide class action lawsuit was brought against The Good Guys and its affiliates alleging violations of the Song-Beverly Warranty Act and other California consumer statutes. The Plaintiff alleged that The Good Guys failed to honor its service contracts, which were offered for sale to customers and designed to protect a customer s purchase after the manufacturer s warranty expired. In May 9, 2003, the Honorable Ronald M. Sabraw granted final approval of a settlement that provides cash refunds or services at the customer s election. Data Breach and Privacy Related Recoveries In re Adobe Systems Inc. Privacy Litig., No. 13-cv (N.D. Cal.). In this nationwide class action stemming from a 2013 data breach, attorneys from Gibbs Law Group served as lead counsel on behalf of the millions of potentially affected consumers. Counsel achieved a landmark ruling on Article III standing (which has since been relied upon by the Seventh Circuit Court of Appeals and other courts) and then went on to negotiate a settlement requiring Adobe to provide enhanced security relief including the implementation and maintenance of enhanced intrusion detection, network segmentation, and encryption. Whitaker v. Health Net of Cal., Inc., et al., No. 11-cv (E.D. Cal.); Shurtleff v. Health Net of Cal., Inc., No (Cal. Super Ct. Sacramento Cty). Gibbs Law Group attorneys served as co-lead counsel in this patient privacy case. On June 24, 2014, the court granted final approval of a settlement that provided class members with credit monitoring, established a $2 million fund to reimburse consumers for related identity theft incidents, and instituted material upgrades to and monitoring of Health Net s information security protocols. Smith v. Regents of the University of California, San Francisco, No. RG (Cal. Super Ct. Alameda Cty). Gibbs Law Group attorneys represented a patient who alleged that UCSF s disclosure of its patients medical data to outside vendors violated California medical privacy law. The firm succeeded in negotiating improvements to UCSF s privacy procedures on behalf of a certified class of patients of the UCSF medical center. In approving the stipulated permanent injunction, Judge Stephen Brick found that plaintiff Smith has achieved a substantial benefit to the entire class and the public at large. Page 24 of 26

54 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 26 of 27 Additional Class Action Recoveries In re Currency Conversion Fee Antitrust Litigation, MDL No (S.D.N.Y.); Schwartz v. Visa, et. al., No (Cal. Super. Ct., Alameda Cty). Mr. Schrag helped initiate and prosecute several class actions against Visa, MasterCard, and other major U.S. banks, such as Chase and Bank of America, for failing to disclose their price fixing of currency conversion fees charged to cardholders. After prevailing at trial in Schwartz v. Visa, et. al., plaintiffs were successful in obtaining a $336 million global settlement for the class. In re Peregrine Financial Group Customer Litigation, No. 12-cv-5546 (N.D. Ill.). Mr. Stein was among the attorneys serving as co-lead counsel for futures and commodities investors who lost millions of dollars in the collapse of Peregrine Financial Group, Inc. Through several years of litigation, counsel helped deliver settlements worth more than $75 million from U.S. Bank, N.A., and JPMorgan Chase Bank, N.A. Ammari Electronics, et al. v. Pacific Bell Directory, No. RG (Cal. Super. Ct. Alameda Cty.). Mr. Schrag obtained a $27 million judgment against an AT&T subsidiary after a jury trial and two successful appeals in this breach of contract class action on behalf of thousands of California businesses that advertised in Pacific Bell yellow pages directories. The National Law Journal featured this win in its Top 100 Verdicts of Roth v. Aon Corp., No. 04-cv (N.D. Ill.). This securities fraud class action alleged that Aon Corporation and its key executives made misstatements and failed to disclose important information to investors about Aon s role in and reliance on contingent commission kickbacks and steering arrangements with insurers. Mr. Schrag helped prosecute this securities fraud class action against Aon Corporation which resulted in a $30 million settlement for the plaintiff class. Mitchell v. Acosta Sales, LLC, No. 11-cv (C.D. Cal. 2011). Gibbs Law Group attorneys and co-counsel served as class counsel representing Acosta employees who alleged that they were required to work off-the-clock and were not reimbursed for required employment expenses. We helped negotiate a $9.9 million settlement for merchandiser employees who were not paid for all the hours they worked. The Court granted final approval of the settlement in September In re Natural Gas Antitrust Cases I, II, III and IV, JCCP No (Cal. Super. Ct. San Diego Cty). Gibbs Law Group attorneys served in a leadership capacity in this coordinated antitrust litigation against numerous natural gas companies for manipulating the California natural gas market, which has achieved settlements of nearly $160 million. Paeste v. Government of Guam, No. 11-cv-0008 (D. Guam). Gibbs Law Group attorneys and co-counsel served as Class Counsel in litigation alleging the Government of Guam had a longstanding practice of delaying tax refunds for years on end. After certifying a litigation class, Plaintiffs prevailed on both of their claims at the summary judgment stage, obtaining a permanent injunction that reformed the government s administration of tax refunds. The judgment and injunction were upheld on appeal in a published decision by the Ninth Circuit. Paeste v. Gov t of Guam, 798 F.3d 1228 (9th Cir. 2015). Rubaker v. Spansion, LLC, No. 09-cv (N.D. Cal. 2009). Gibbs Law Group attorneys and co-counsel filed a class action lawsuit on behalf of former Spansion employees that alleged that the company had failed to provide terminated employees from California and Texas with advance notice of the layoff, as required by the Workers Adjustment and Retraining Notification Act (WARN Act). The Page 25 of 26

55 Case 5:15-cv BLF Document 74-2 Filed 09/28/16 Page 27 of 27 bankruptcy court approved the class action settlement we and co-counsel negotiated in The settlement was valued at $8.6 million and resulted in cash payments to the former employees. Page 26 of 26

56 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 1 of CHIMICLES & TIKELLIS LLP Benjamin F. Johns 361 W. Lancaster Avenue Haverford, PA Telephone: (610) Facsimile: (610) bfj@chimicles.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA IN RE: HYUNDAI SONATA ENGINE LITIGATION I, Benjamin F. Johns, declare as follows: H No. 5:15-cv-1685-BLF DECLARATION OF BENJAMIN F. JOHNS IN SUPPORT OF PLAINTIFFS MOTION FOR AN AWARD OF ATTORNEYS FEES, COSTS AND EXPENSES 1. I am a partner at the law firm of Chimicles & Tikellis LLP ( C&T ) in Haverford, Pennsylvania. I respectfully submit this Declaration in support of Plaintiffs unopposed motion for attorneys fees, expenses, and incentive awards. My Declaration is based on my personal knowledge of the facts set forth herein, and if call to so, I could and would testify competently thereto. 2. I am admitted to practice before the Supreme Courts of Pennsylvania and New Jersey and in various federal courts. I am in good standing in every court before which I am admitted to practice, and have never been subject to any disciplinary proceedings in any court.

57 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 2 of I was named a Lawyer on the Fast Track by The Legal Intelligencer in 2012, a Pennsylvania Rising Star for every year between 2010 and 2016, and a Top 40 Under 40 lawyer by The National Trial Lawyers Association. I was elected by my fellow attorney peers to serve a three year term as a member of the Executive Committee of the Young Lawyers Division of the Philadelphia Bar Association, a term which I recently concluded. I have also served on the Editorial Board of the Philadelphia Bar Reporter, and on the Board of the Dickinson School of Law Alumni Society. 4. My law firm, C&T, is a leading class action firm with a national practice, having recovered billions of dollars on behalf of institutional, individual and business clients. Our firm has extensive experience litigating complex class action litigation. Some of these recoveries include the following: a. In re Real Estate Associates Limited Partnerships Litigation, CV DDP (C.D. Cal.). C&T achieved national recognition for obtaining the first successful plaintiffs verdict ($185 million) under the Private Securities Litigation Reform Act of 1995 in this case. C&T served as lead trial counsel in a six-week jury trial in this Court before Judge Pregerson. The $185 million jury verdict was ranked among the Top 10 Verdicts in the nation for b. Lockabey, et al. v. American Honda Motor Co., Inc., No CU-BT- CTL (Super Ct. San Diego). Final approval was granted to a settlement that was valued by the court at approximately $170 million and conferred a substantial benefit on nearly 450,000 consumers. c. In re Apple iphone/ipod Warranty Litig., No. 3:10-cv RS (N.D. Cal.). $53 million class action settlement on behalf of consumers who were denied warranty coverage by Apple based on so-called liquid indicators, which are small pieces of paper, akin to litmus paper, installed in the headphone jack and/or charging port of certain iphone and ipod touch devices. d. In re Kinder Morgan Shareholders Litig., No. 06-C-801 (Dist. Ct. Kan., Div. 12). C&T served as co-lead counsel in this case which resulted in the creation of settlement fund in the amount of $200 million. e. In re Genentech, Inc. Shareholders Litig., No VCS (Del. Ct. Chanc.). C&T was co-lead counsel for the plaintiffs in this consolidated stockholder class H

58 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 3 of action which resulted in a settlement estimated to have added nearly $4 billion to Genentech shareholders. 5. A copy of C&T s firm resume is attached hereto as Exhibit A. 6. In the instant case, my firm performed the following work: Conducted extensive pre-suit legal and factual research, dating back to as far as October of Spoke with and vetted numerous potential clients. Gathered and reviewed their relevant documents. Conferred with an automobile engine expert. C&T obtained and shipped a failed engine from a class vehicle for teardown and analysis by this expert prior to the filing of the complaint. Researched potential claims under various state laws. We also conducted research about, among other things, potential arbitration and class certification issues. Drafted a comprehensive complaint, which was filed in this Court on April 14, Prepared for and participated in an in-person settlement meeting in Los Angeles with defense counsel on September 2, Prepared and agreed upon a Joint Stipulation for appointment of interim lead counsel, which was entered by the Court on September 8, 2015 (see Docket Entry No. 35). Worked with co-counsel to draft the settlement term sheet and the settlement agreement, including primary responsibility for drafting the long-form class notice, claim form, and driver pamphlet. Obtained and reviewed confirmatory discovery to ensure that the settlement was fair, reasonable and adequate. Jointly drafted a mediation memorandum with co-counsel, and participated in a mediation session with Hon. James P. Kleinberg (Ret.) of JAMS in California on October 29, Reviewed and revised the motion for preliminary approval (and supporting materials), which were filed on April 14, 2016 (see Docket H

59 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 4 of Entry No. 57), and approved by the Court on July 8 (see Docket Entry No. 67). After all material terms of the settlement were agreed upon, participated in the negotiations concerning Plaintiffs fees and expenses. 7. All of this work and time performed by C&T was undertaken on a contingency basis with a risk of non-payment, as well as the risk of considerably delayed payment even if the case ultimately resulted in a favorable fee award. C&T has not been paid for any of its time spent on this litigation, nor has it been reimbursed for any of its expenses incurred in this litigation. 8. In connection with this litigation, the attorneys at C&T billed hours (through August 31, 2016) at a total lodestar of $325, The following is a summary listing each lawyer and staff person for which C&T is seeking compensation for legal services in connection with this litigation, the hours each individual expended as of August 31, 2016, and the hourly rate at which compensation is sought. The hourly rate is the hourly rate currently in place for each lawyer and staff: 1 1 Name Hours Rate Lodestar Total Sauder, Joseph G. (FP) $64, Schelkopf, Matthew D. (FP) $183, Ferich, Andrew W. (A) $14, Kenney, Joseph B. (FA) $28, Boyer, Justin B. (PA) $1, Royer, Jesse D. (FLA) $26, Combined Attorney Time under 10 Hours $6, TOTALS $325, This chart includes the hours incurred by Messrs. Sauder and Schelkopf as of the time they were employed at C&T. Messrs. Sauder and Schelkopf left C&T effective February 5, 2016, and are now with the McCuneWright law firm. Mr. Schelkopf has agreed to continue working on this case subsequent to that date as an independent contractor for C&T. Accordingly, all of Mr. Schelkopf s billable time on this matter was performed for C&T, and is reflected in the C&T schedules and records submitted herewith. The C&T time above also includes time from former C&T associate Joseph B. Kenney through December 2, Mr. Kenney became associated with the McCuneWright firm in H

60 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 5 of (P=Partner; A=Associate; FP=Former Partner; FA=Former Associate; PA=Paralegal; FLA=Former Legal Assistant) 9. C&T s rates have been approved by district courts across the country. See In re Philips/Magnavox TV Litig., No , 2012 U.S. Dist. LEXIS 67287, at *44-48 (D.N.J. May 14, 2012) ( The Court finds the billing rates to be appropriate and the billable time to have been reasonably expended. ); and Philips/Magnavox ECF at pages 1, 3-4, 7 (reflecting Mr. Schwartz s 2012 rate of $700 ); Johnson et al. v. W2007 Grace Acquisition I Inc. et al., No. 2:13-cv-2777 (W.D. Tenn.), and Johnson ECF#135 & (opinion filed Dec. 4, 2015) ( Both the hours spent and the hourly rates [by lead counsel Chimicles & Tikellis LLP] are reasonable given the nature and circumstances of this case ); Henderson v. Volvo Cars of N. Am., LLC, No U.S. Dist. LEXIS *4-47 (D.N.J. Mar. 22, 2013) (C&T s rates are entirely consistent with hourly rates routinely approved by this Court in complex class action litigation ); Yaeger v. Subaru of Am., Inc., No. 1:14-cv-4490 (JBS-KMW), 2016 U.S. Dist. LEXIS , at *8 (D.N.J. Aug. 31, 2016) (approving fee petitions filed by C&T and other firms, and noting that they adequately describe[] the services rendered, the hourly rates for each attorney and paralegal performing services, and the expenses incurred, all based upon contemporaneously maintained billing records. ). The Yaeger action involved a fee petition that included these same hourly rates of Messrs. Sauder, Schelkopf, Kenney and Royer the four C&T timekeepers with the largest amount of billable time in this case. Moreover, since all Chimicles firm rates are based on the same rate structure, which accounts for position (e.g., partner, senior counsel, associate, etc.) and years of practice, these endorsements are indicative of the reasonableness of the entire rate structure, even if specific attorneys who worked on this case may not have been participated in the cases cited above. 10. In addition to the fee request, I also seek reimbursement of my firm s costs and expenses which were reasonably incurred in connection with this case. The chart H

61 Case 5:15-cv BLF Document 74-3 Filed 09/28/16 Page 6 of below reflects the costs and expenses incurred to date by my firm in connection with the filing and prosecution of this case. EXPENSE CATEGORY H AMOUNT Other $8, Travel, Food & Lodging $8, Professional Services $7, Filing Fees $ Computer Research $ Dues & Subscriptions $16.95 Postage $10.67 GRAND TOTAL $24, I declare pursuant to 28 U.S.C that the foregoing is true and correct to the best of my knowledge. Dated: September 28, 2016 Benjamin F. Johns

62 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 1 of 49 EXHIBIT A

63 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 2 of 49 Chimicles & Tikellis LLP Attorneys At Law HAVERFORD, PA 361 West Lancaster Avenue Haverford, PA Voice: Toll Free: WILMINGTON, DE P.O. Box Delaware Avenue Suite 1100 Wilmington, DE Voice: Fax:

64 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 3 of 49 OUR ATTORNEYS Partners 3 Nicholas E. Chimicles 5 Pamela S. Tikellis 8 Robert J. Kriner, Jr. 9 Steven A. Schwartz 12 Kimberly Donaldson Smith 13 Timothy N. Mathews 15 A. Zachary Naylor 16 Benjamin F. Johns 18 Scott M. Tucker Of Counsel/Senior Counsel 19 Anthony Allen Geyelin 20 David M. Maser 21 Catherine Pratsinakis 23 Christina Donato Saler Associates 24 Vera G. Belger 25 Tiffany J. Cramer 26 Andrew W. Ferich 28 Alison G. Gushue 29 Stephanie E. Saunders 30 Jessica L. Titler 31 PRACTICE AREAS 34 REPRESENTATIVE CASES

65 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 4 of 49 Our Attorneys-Partners Practice Areas: Antitrust Automobile Defects and False Advertising Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Mergers & Acquisitions Non-Listed REITs Other Complex Litigation Securities Fraud Education: University of Virginia School of Law, J.D., 1973 University of Virginia Law Review; co-author of a course and study guide entitled "Student's Course Outline on Securities Regulation," published by the University of Virginia School of Law University of Pennsylvania, B.A., 1970 Memberships & Associations: Supreme Court of Pennsylvania Disciplinary Board Hearing Committee Member, Past President of the National Association of Securities and Commercial Law Attorneys based in Washington, D.C., Chairman of the Public Affairs Committee of the American Hellenic Institute, Washington, D.C. Member of the Boards of Directors of Opera Philadelphia, Pennsylvanians for Modern Courts, and the Public Interest Law Center of Philadelphia. Admissions: Supreme Court of Pennsylvania United States Supreme Court Second Circuit Court of Appeals Third Circuit Court of Appeals NICHOLAS E. CHIMICLES Mr. Chimicles has been lead counsel and lead trial counsel in major complex litigation, antitrust, securities fraud and breach of fiduciary duty suits for over 40 years. Representative Cases include: W2007 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. 2:13-cv-2777, involved various violations of contractual, fiduciary and corporate statutory duties by defendants who engaged in various related-party transactions, wrongfully withheld dividends and financial information, and failed to timely hold an annual preferred stockholder meeting. This litigation resulted in a swift settlement valued at over $76 million after ten months of hard-fought litigation. Lockabey v. American Honda Motor Co., Case No (Superior Ct., San Diego). A settlement valued at over $170 million resolved a consumer action involving false advertising claims relating to the sale of Honda Civic Hybrid vehicles as well as claims relating to a software update to the integrated motor assist battery system of the HCH vehicles. As a lead counsel, Mr. Chimicles led a case that, in the court s view, was difficult and risky and provided significant public value. City of St. Clair Shores General Employees Retirement System, et al. v. Inland Western Retail Real Estate Trust, Inc., Case No. 07 C 6174 (N.D. Ill.). A $90 million settlement was reached in 2010 in this class action challenging the accuracy of a proxy statement that sought (and received) stockholder approval of the merger of an external advisor and property managers by a multi-billion dollar real estate investment trust, Inland Western Retail Real Estate Trust, Inc. The settlement provided that the owners of the advisor/property manager entities (who are also officers and/or directors of Inland Western) had to return nearly 25% of the Inland Western stock they received in the merger. In re Real Estate Associates Limited Partnerships Litigation, No. CV DDP, was tried in the federal district court in Los Angeles before the Honorable Dean D. Pregerson. Mr. Chimicles was lead trial counsel for the Class of investors in this six-week jury trial of a securities fraud/breach of fiduciary duty case that resulted in a $185 million verdict in late 2002 in favor of the Class (comprising investors in the eight REAL Partnerships) and against the REALs

66 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 5 of 49 Honors: Fourth Circuit Court of Appeals Sixth Circuit Court of Appeals Ninth Circuit Court of Appeals Tenth Circuit Court of Appeals Eleventh Circuit Court of Appeals Court of Appeals for the D.C. Circuit Eastern District of Pennsylvania Eastern District of Michigan Northern District of Illinois District of Colorado Eastern District of Wisconsin Court of Federal Claims Southern District of New York Ellis Island Medal of Honor in May 2004, in recognition of his professional achievements and history of charitable contributions to educational, cultural and religious organizations. Pennsylvania and Philadelphia SuperLawyers, 2006-present. AV rated by Martindale-Hubbell managing general partner, National Partnership Investments Company ( NAPICO ) and the four individual officers and directors of NAPICO. The verdict included an award of $92.5 million in punitive damages against NAPICO. This total verdict of $185 million was among the Top 10 Verdicts of 2002, as reported by the National Law Journal (verdictsearch.com). On post-trial motions, the Court upheld in all respects the jury s verdict on liability, upheld in full the jury s award of $92.5 million in compensatory damages, upheld the Class s entitlement to punitive damages (but reduced those damages to $2.6 million based on the application of California law to NAPICO s financial condition), and awarded an additional $25 million in pre-judgment interest. Based on the Court s decisions on the post-trial motions, the judgment entered in favor of the Class on April 28, 2003 totaled over $120 million. CNL Hotels & Resorts, Inc. Securities Litigation, Case No. 6:04-cv (M.D. Fla., Orl. Div. 2006). The case settled Sections 11 and 12 claims for $35 million in cash and Section 14 proxy claims by significantly reducing the merger consideration by nearly $225 million (from $300 million to $73 million) that CNL paid for internalizing its advisor/manager. Prudential Limited Partnerships Litigation, MDL 1005 (S.D.N.Y.). Mr. Chimicles was a member of the Executive Committee in this case where the Class recovered from Prudential and other defendants $130 million in settlements, that were approved in The Class comprised limited partners in dozens of public limited partnerships that were marketed by Prudential. PaineWebber Limited Partnerships Litigation, 94 Civ (S.D.N.Y.). Mr. Chimicles was Chairman of the Plaintiffs Executive Committee representing limited partners who had invested in more than 65 limited partnerships that PaineWebber organized and/or marketed. The litigation was settled for a total of $200 million, comprising $125 million in cash and $75 million in additional benefits resulting from restructurings and fee concessions and waivers. In Re Phoenix Leasing Incorporated Limited Partnership Litigation, Superior Court of the State of California, County of Marin, Case No In February 2002, the Superior Court of Marin County, California, approved the settlement of this case which involved five public partnerships sponsored by Phoenix Leasing Incorporated and its affiliates and resulting in entry of a judgment in favor of the class in the amount of $21 million. Continental Illinois Corporation Securities Litigation, Civil Action No. 82 C 4712 (N.D. Ill.) involving a twenty-week jury trial in which Mr. Chimicles was lead trial counsel for the Class that concluded in July, 1987 (the Class ultimately recovered nearly $40 million).

67 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 6 of 49 Practice Areas: Antitrust Corporate Mismanagement and Shareholder Derivative Action Mergers and Acquisitions Other Complex Litigation Securities Fraud Education: Widener University School of Law, J.D., 1982 Graduate Faculty of the New School for Social Research, Master s in Psychology, 1976 Manhattanville College, B.A., 1974 Memberships and Affiliations: Delaware Bar Association Delaware Trial Lawyers Association American Association For Justice Public Justice Admissions: PAMELA S. TIKELLIS Pamela S. Tikellis is a name partner and member of the Firm s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In 1987, she opened the Delaware office of the Firm, where she is a resident. Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction. Honors: Delaware District of Delaware Third Circuit Court of Appeals Member of the Board of Bar Examiners of the Supreme Court of the State of Delaware, , Chair from Historical Society of the Court of Chancery of the State of Delaware, Director and Officer, 1990-Present The Delaware Bar Admission Study Committee by Order of the Delaware Supreme Court, Member Delaware Bar Association Ethics Committee, Chairman, Chambers USA American s Leading Lawyers for Business, Chancery, Present The Best Lawyers in America recognized since 2012 From , Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No CS. This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc. and alleged that the acquisition of Pillar was unfair to Oracle to Ellison s benefit. The Court approved the settlement of this case in August, 2014, resulting in Mr. Ellison s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery. From , Ms. Tikellis served as Co-Lead Counsel in In re Freeport -McMoran Copper & Gold Inc. C.A. No VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc. s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co. The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements. The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow

68 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 7 of 49 Named Delaware Super Lawyer since 2007 to stockholders in the form of a cash dividend. Master, Richard S. Rodney Inn of Court Martindale Hubbell AV rated Additionally, Ms. Tikellis currently serves as co-lead counsel in a derivative action captioned In re Sanchez Energy Derivative Litigation, C.A. No VCG (Del. Ch.) pending in the court of Chancery of the State of Delaware. The action alleges wrongdoing by the directors of Sanchez Energy Corporation for causing the Company to acquire assets in the Tuscaloosa Marine Shale from Sanchez Resources LLC, an entity affiliated with Sanchez Energy s CEO, Tony Sanchez, III, and Executive Chairman Tony Sanchez, JR. at a grossly excessive price and at the expense of Sanchez Energy. Ms. Tikellis currently represents Norfolk County Retirement System in an action challenging the acquisition of Starz ( Starz ) by Lions Gate Entertainment Corp. ( Lions Gate ) (the Merger ), In re: Starz Stockholder Litigation, Cons. C.A. No VCG (Del. Ch.). Pursuant to the Merger, John C. Malone ( Malone ), Starz s controlling stockholder and a director of Lions Gate, will receive superior consideration, including voting rights in Lions Gate, while the remaining Starz stockholders will receive less valuable consideration and lose their voting rights. The Action alleges that the process undertaken by the Starz board of directors in connection with the Merger was orchestrated by Malone and tainted by multiple conflicts. The Complaint also alleges that the consideration proposed is unfair and represents an effort by Malone to enlarge his already-massive media empire and to ensure his control position, to the detriment of Starz s minority stockholders. Ms. Tikellis currently represents Chester County Retirement Fund in an action challenging a private equity leveraged buyout of Blount International, Inc. ( Blount or the Company ) for $10 per share (the Buyout ), Chester County Retirement System v. Joshua L. Collins et al., C.A. No VCL (Del. Ch.). The Buyout is led by the Company s two most senior executives, Joshua Collins and David Willmott, each of whom also sit on the Board, and two private equity firms, including the Company s second largest stockholder. The Action alleges the process undertaken by the Blount board of directors in connection with the Buyout was tainted by several conflicts. The Action also alleges that the consideration proposed is inadequate and represents an effort by the buyout group to force out public stockholders and reap the benefits of Blount s future growth and profits for themselves and their chosen partners. Ms. Tikellis represents Park Employees and Retirement Board Employees Annuity and Benefit Fund of Chicago (the Fund or Plaintiff ) in a derivative action on behalf of BioScrip, Inc( BioScrip or the Company ), Park Employees and Retirement Board Employees and Benefit Fund of Chicago v. Richard M. Smith et al., C.A. No VCG (Del. Ch.). The Plaintiff alleges wrongdoing by the BioScrip directors and officers for repeatedly and intentionally disregarding regulatory and compliance requirements. Specifically, BioScrip s management caused

69 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 8 of 49 the Company to accept illegal kickbacks from Novartis Pharmaceuticals Corporation ( Novartis ) on the sale of a dangerous Novartis drug called Exjade in violation of various federal and state laws and regulations, resulting in false claims and payments to the Company by Medicare and Medicaid that should not have occurred. By the end of 2012, the Company also began experiencing significant declines in its pharmacy benefits management ( PBM ) services segment which the Individual Defendants concealed from investors in violation of federal securities laws. Plaintiff also alleges Defendants with material assistance from Jefferies LLC ( Jefferies ) and Kohlberg & Co., L.L.C. ( Kohlberg ), caused the Company to issue two major stock offerings in 2013, raising hundreds of millions of dollars in proceeds for the Company and Kohlberg while simultaneously concealing the Exjade Kickback Scheme, the related Government investigation and the known declines in the PBM services segment. Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is very experienced and very hard-working and a very effective litigator. She has significant expertise in securities fraud, antitrust and other complex litigation.

70 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 9 of 49 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Delaware Law School of Widener University, J.D., 1988 University of Delaware, B.S. Chemistry, 1983 Memberships: Delaware State Bar Association Admissions: Supreme Court of Delaware ROBERT J. KRINER, JR. Robert K. Kriner, Jr. is a Partner in the Firm s Wilmington, Delaware office. From 1988 to 1989, Mr. Kriner served as law clerk to the Honorable James L. Latchum, Senior Judge of the United States District Court for the District of Delaware. Following his clerkship and until joining the Firm, Mr. Kriner was an associate with a major Wilmington, Delaware law firm, practicing in the areas of corporate and general litigation. Following his clerkship and until joining the Firm, Mr. Kriner was an associate with a major Wilmington, Delaware law firm, practicing in the areas of corporate and general litigation. Mr. Kriner has prosecuted actions, including class and derivative actions, on behalf of stockholders, limited partners and other investors with claims relating to mergers and acquisitions, hostile acquisition proposals, the enforcement of fiduciary duties, the election of directors, and the enforcement of statutory rights of investors such as the right to inspect books and records. Among his recent achievements are Sample v. Morgan, C.A. No VCS (obtaining full recovery for shareholders diluted by an issuance of stock to management), In re Genentech, Inc. Shareholders Litigation, Consolidated C.A. No VCS (leading to a nearly $4 billion increase in the price paid to the Genentech stockholders) and In re Kinder Morgan, Inc. Shareholders Litigation, Consolidated Case No. 06-C-801 (action challenging the management led buyout of Kinder Morgan, settled for $200 million). Recently, Mr. Kriner led the prosecution of a derivative action in the Delaware Court of Chancery by stockholders of Bank of America Corporation relating to the January 2009 acquisition of Merrill Lynch & Co. In re Bank of America Corporation Stockholder Derivative Litigation, C.A. No CS. The derivative action concluded in a settlement which included a $62.5 million payment to Bank of America.

71 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 10 of 49 Practice Areas: Antitrust Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Duke University School of Law, J.D., 1987 Law & Contemporary Problems Journal, Senior Editor University of Pennsylvania, B.A., cum laude Memberships & Associations: National Association of Shareholder and Consumer Attorneys (NASCAT) Executive Committee Member American Bar Association Pennsylvania Bar Association Admissions: Honors: United States Supreme Court Pennsylvania Supreme Court Third Circuit Court of Appeals Sixth Circuit Court of Appeals Eighth Circuit Court of Appeals Ninth Circuit Court of Appeals Eastern District of Pennsylvania Western District of Pennsylvania Eastern District of Michigan District of Colorado AV Rating from Martindale Hubbell Pennsylvania Super Lawyer Steven A. Schwartz Steven A. Schwartz, has prosecuted complex class actions in a wide variety of contexts. Notably, Mr. Schwartz has been successful in obtaining several settlements where class members received a full recovery on their damages. Representative cases include: In re Apple iphone/ipod Warranty Litigation, No. CV (N. D. Cal.). Plaintiffs alleged that Apple improperly denied warranty coverage for iphone and ipod Touch devices based on external Liquid Submersion Indicators (LSIs), which are small paper-and-ink laminates, akin to litmus paper, which are designed to turn red upon exposure to liquid. Apple placed the external LSIs in the headphone jack and/or dock connector of certain iphone and ipod Touch devices and denied warranty coverage if an external LSI had turned pink or red. Apple agreed to pay $53 million to settle the case. The Court approved the national settlement, and eligible Settlement Class Members received checks representing approximately 117 percent of their damages. International Fibercom, No (D. Ariz.). Mr. Schwartz was lead counsel in prosecuting several related actions in the United States District Court for the District of Arizona and New Jersey state court seeking to recover damages for an individual client who sold his closely-held wireless connectivity company to International Fibercom, Inc.( IFC ) for $8 million in IFC stock that proved to be worthless due to alleged securities fraud. After extensive litigation, Mr. Schwartz secured an $8 million judgment against IFC s CEO, CFO and COO and collected over $6 million of that judgment from IFC s primary and excess D&O insurers even though those insures had denied coverage under their policies. Wong v. T-Mobile, No. 05-cv NGE-VMM (E.D. Mich.). This case involved allegations that T-Mobile overcharged its subscribers by billing them for services for which they had already paid a flat rate monthly fee to receive unlimited access. The parties reached a settlement requiring T-Mobile to refund class members with a 100% net recovery of the overcharges, with all counsel fees and expenses to be paid by T-Mobile in addition to the class members recovery. Shared Medical Systems 1998 Incentive Compensation Plan Litig., March Term 2003, No (Phila. C.C.P.). This case was brought on behalf of employees of Defendant Siemens who had their incentive compensation reduced by 30%, even though they had earned the full amount of their incentive compensation based on the targets, goals and quotas in their incentive compensation plans. After securing national class certification and summary

72 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 11 of 49 judgment as to liability, on the eve of trial, Mr. Schwartz negotiated a net recovery for class members of the full amount that their incentive compensation was reduced, with all counsel fees and expenses in addition to class members recovery. In approving the settlement, Judge Bernstein noted that it should restore anyone s faith in class action[s] In re Pennsylvania Baycol: Third-Party Payor Litig., September Term 2001, No (Phila. C.C.P.) This case was bought by various Health and Welfare Funds in connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol. After the court certified a nationwide class of third-party payors and granted plaintiffs motion for summary judgment as to liability, the parties reached a settlement providing class members with a net recovery that approximated the maximum damages (including pre-judgment interest) suffered by class members. That settlement represented three times the net recovery of Bayer s voluntary claims process (which was accepted by various large insurers like AETNA and CIGNA). In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 07-MDL-1817-LP (E.D. Pa.). Mr. Schwartz served as Chair of Plaintiffs Discovery Committee. That case alleged that CertainTeed sold defective shingles. The parties reached a settlement which was approved and valued by the Court at between $687 to $815 million. In re DVI, Inc. Securities Litigation, No. 2:03-CV LDD (E.D. Pa.). Mr. Schwartz served as Plaintiffs Liaison Counsel in a securities fraud case with total settlements of almost $24 million, which represent a significant percentage of class members provable damages and included substantial cash payments from the assets of several individual defendants above any payments from their D&O insurers. In re Colonial BankGroup, Inc., No. 2:09-cv-104 (M.D. Ala.). Mr. Schwartz helped achieve over $18 million in settlements for shareholders in this securities lawsuit involving one of the largest bank failures. Wolens, et al. v. American Airlines, Inc. Mr. Schwartz served as plaintiffs co-lead counsel. Plaintiffs alleged that American Airlines breached its AAdvantage frequent flyer program contracts when it retroactively increased the number of frequent flyer miles needed to claim travel awards. In a landmark decision, the United States Supreme Court held that plaintiffs claims were not preempted by the Federal Aviation Act. 513 U.S. 219 (1995). The parties reached a settlement in which American agreed to provide class members with mileage certificates that represented the full extent of their alleged damages, which the Court valued, after retaining its own valuation expert, at between $95.6 million and $141.6 million. In Re Coin Fund Litigation, (Superior Court of the State of California for the County of Los Angeles). Mr. Schwartz served as plaintiffs co

73 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 12 of 49 -lead counsel and successfully obtained a settlement from defendant Merrill Lynch in excess of $35 million on behalf of limited partners, which represented a 100% net recovery of their initial investments. Nelson v. Nationwide, March Term 1997, No (Phila. C.C.P.). Mr. Schwartz served as lead counsel on behalf of a certified class of Pennsylvania physicians and chiropractors who were not paid by Nationwide Mutual Insurance Company for physical therapy/physical medicine services provided to its insureds. After securing judgment as to liability from the Philadelphia Court of Common Pleas and Pennsylvania Superior Court, Mr. Schwartz negotiated as settlement whereby Nationwide agreed to pay class members approximately 130% of their bills.

74 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 13 of 49 Practice Areas: Securities Fraud Non-Listed REITs Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Villanova University School of Law, J.D., cum laude Boston University, B.A. Political Science, 1996 Memberships & Associations: Pennsylvania Bar Association Villanova Law School Alumni Association Admissions: Honors: Pennsylvania Supreme Court New Jersey Supreme Court Third Circuit Court of Appeals District of New Jersey Eastern District of Pennsylvania Pennsylvania SuperLawyer: 2013, 2014 Named Pennsylvania Rising Star by Super Lawyers: Sutton Who s Who in American Law Kimberly Donaldson Smith Kimberly Donaldson Smith is a partner in the Firm s Haverford Office. Kimberly has been counseling clients and prosecuting cases on complex issues involving securities, business transactions and other class actions for over 15 years. Kimberly concentrates her practice in sophisticated securities class action litigation in federal courts throughout the country, and has served as lead or co-lead counsel in over a dozen class actions. She is very active in investigating and initiating securities and shareholder class actions. Kimberly is currently prosecuting federal securities claims on behalf of investors in numerous cases. Kimberly was instrumental in the outstanding settlements achieved for the investors in: W2007 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. 2:13-cv-2777 (W.D. Tenn.)(a settlement valued at over $76 million for current and former W2007 Grace preferred stockholders); In re Empire State Realty Trust, Inc. Investor Litigation, Case /2012, NY Supreme Court (a $55,000,000 cash settlement fund and $100 million tax savings for the Empire investors); CNL Hotels & Resorts Inc. Federal Securities Litigation, Case No. 04-cv-1231 (M.D. Fla.)(a $35,000,000 cash settlement fund and a $225 million savings for the CNL shareholders); Inland Western Retail Real Estate Trust, Inc., et al. Litigation, Case 07 C 6174 (U.S.D.C. N.D. Ill) (a $90 million savings for the Inland shareholders subjected to a selfdealing transaction); and Wells REIT Securities Litigation, Case 1:07-cv /1:07-cv (U.S.D.C. N.D. GA)(a $7 million cash settlement fund for the Wells REIT investors). Notably, Kimberly was an integral member of the trial team that successfully litigated the In re Real Estate Associates Limited Partnership Litigation, No. CV DDP (CD. Cal.) through a six-week jury trial that resulted in a landmark $184 million plaintiffs verdict, which is one of the largest jury verdicts since the passage of the Private Securities Litigation Reform Act of The Real Estate Associates judgment was settled for $83 million, which represented full recovery for the Class (and an amount in excess of the damages calculated by Plaintiffs expert). Kimberly s pro bono activities include serving as a volunteer attorney with the Support Center for Child Advocates, a Philadelphia-based, nonprofit organization that provides legal and social services to abused and neglected children. Since 2006, Kimberly has been recognized by Law & Politics and the publishers of Philadelphia Magazine as a Pennsylvania Super Lawyer or Rising Star, as listed in the Super Lawyers publications.

75 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 14 of 49 Practice Areas: Antitrust Corporate Mismanagement Consumer Fraud & Deceptive Products Securities Fraud Litigation Education: Rutgers School of Law-Camden, J.D., with High Honors Rutgers University-Camden, B.A., with Highest Honors Memberships & Associations: National Association of Shareholder and Consumer Attorneys (NASCAT) Amicus Committee Member Rutgers Journal of Law & Religion Lead Marketing Editor ( ) Admissions: Pennsylvania New Jersey Eastern District of Pennsylvania District of New Jersey United States Court of Appeals for the Third Circuit United States Court of Appeals for the Fourth Circuit United States Court of Appeals for the Ninth Circuit United States Court of Appeals for the Eleventh Circuit Honors: Pennsylvania Super Lawyers Rising Star 2008, 2010, Rutgers Law Legal Writing Award 2003 Timothy N. Mathews Tim Mathews is a partner in the firm s Haverford, PA office. His practice covers a broad array of subject matters, including securities, consumer protection, tax refund, shareholder derivative, insurance, and ERISA litigation. Mr. Mathews is also an experienced appellate attorney in the United States Courts of Appeals for the Third, Fourth, Ninth, and Eleventh Circuits, as well as the Supreme Court of California. Representative cases in which Mr. Mathews has held a lead role include: Rodman v. Safeway, Inc. (N.D.Cal.) $42 million judgment against Safeway, Inc. in December 2015, representing 100% of damages plus interest for grocery delivery overcharges. Ardon v. City of Los Angeles (Superior Court, County of Los Angeles) $92.5 million tax refund settlement with the City of Los Angeles after winning landmark decision in the Supreme Court of California securing the rights of taxpayers to file class-wide tax refund claims under the CA Government Code. Chambers v. Whirlpool Corp. (C.D.Cal.) Settlement providing 100% of repair costs and other benefits for up to 24 million dishwashers that have an alleged propensity to catch fire due to a control board defect. In re Apple iphone Warranty Litig. (N.D.Cal.) $53 million settlement in case alleging improper iphone warranty denials; class members received on average 118% of their damages. In re Colonial Bancgroup, Inc. Settlements totaling $18.4 million for shareholders in securities lawsuit involving one of the largest U.S. bank failures of all time. International Fibercom (D.Ariz.) Represented plaintiff in insurance coverage actions against D&O carriers arising out of securities fraud claims; achieved a near-full recovery for the plaintiff. In Re Mutual Funds Investment Litigation, MDL 1586 (D.Md.) Lead Fund Derivative Counsel in the multidistrict litigation arising out of the market timing and late trading scandal of 2003, which involved seventeen mutual fund families and hundreds of parties, and resulted in over $250 million in settlements. Mr. Mathews graduated from Rutgers School of Law-Camden with high honors, where he served as Lead Marketing Editor for the Rutgers Journal of Law & Religion, served as a teaching assistant for the Legal Research and Writing Program, received the 1L legal Writing Award, and received a Dean s Merit Scholarship and the Hamerling Merit Scholarship. He received his B.A. from Rutgers University-Camden in

76 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 15 of with highest honors, where he was inducted into the Athenaeum honor society. Mr. Mathews serves on the Amicus Committee for the National Association of Shareholder and Consumer Attorneys (NASCAT). He also serves as a member of the Planning Commission for the township of Lower Merion. His pro bono work has included representation of the Holmesburg Fish and Game Protective Association in Philadelphia. He lives in Wynnewood, PA, with his wife and two children.

77 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 16 of 49 Practice Areas: Antitrust Corporate Mismanagement and Shareholder Derivative Litigation Mergers and Acquisitions Education: Widener University School of Law, J.D., magna cum laude Managing Editor of the Delaware Journal of Corporate Law University of Delaware, B.A. in Economics and Political Science, 2000 Salesianum School, 1997 Memberships & Associations: Delaware State Bar Association Admissions: Supreme Court of Delaware (2003) District of Delaware (2004) Third Circuit Court of Appeals (2005) Honors: Wolcott Law Clerk to the Honorable Joseph T. Walsh of the Supreme Court of Delaware Russell R. Levin Memorial Award for outstanding service and dedication to the Delaware Journal of Corporate Law A. Zachary Naylor Zach Naylor is a partner in the Firm s Wilmington Office. A Delaware native, his practice focuses on shareholder litigation in the Delaware Court of Chancery. Mr. Naylor began his career with Chimicles & Tikellis as a summer associate in 2002 and joined the Firm as an associate in Since joining the Firm, Mr. Naylor has participated in many successful actions led by Chimicles & Tikellis challenging mergers and acquisitions and corporate mismanagement. Among his recent achievements are In re Genentech, Inc. Shareholder Litig., C.A. No VCS (Del. Ch.) (obtaining substantial increase in consideration paid by controlling stockholder for monitory shares); SEPTA v. Josey, C.A. No VCP (Del. Ch.) (resulting in, among other things, a complete elimination in the termination fee established in the merger agreement); and Sample v. Morgan, C.A. No VCS (Del. Ch.) (obtaining full recovery for shareholders diluted by an issuance of stock to management). Significantly, Zach was recently part of the lead team in In re Freeport McMoRan Copper & Gold, Inc. Derivative Litig., C.A. No VCN (Del. Ch.) which produced an unprecedented result in a stockholder derivative action including a $147.5 million dividend to be paid to Freeport s shareholders and substantial corporate governance and other benefits. Mr. Naylor also practices regularly in the United States District Court for the District of Delaware. As liaison counsel in In re TriCor Indirect Purchaser Antitrust Litigation, he was part of the team that obtained a $65.7 million fund for consumers and third-party payors. He is also Delaware liason counsel in In re Wilmington Trust Securities Litigation, C.A. no. 10-cv-990-SLR (U.S. Dist. Ct. Del.) which alleges reckless failure of a banking institution that had been one of Delaware s most respected corporations for generations. Its failure and subsequent take-under cost investors much of their value.

78 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 17 of 49 Practice Areas: Antitrust Automobile Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Penn State Dickinson School of Law, J.D., Woolsack Honor Society Penn State Harrisburg, M.B.A., Beta Gamma Sigma Honor Society Washington and Lee University, B.S., cum laude Memberships & Associations: Executive Committee, Young Lawyers Division of the Philadelphia Bar Association Board Member, The Dickinson School of Law Alumni Society Editorial Board, Philadelphia Bar Reporter from Member, Washington and Lee Alumni Admissions Program Admissions: Honors: Third Circuit Court of Appeals D.C. Circuit Court of Appeals Eastern District of Pennsylvania Middle District of Pennsylvania District of New Jersey District of Colorado U.S. Court of Federal Claims Named a "Lawyer on the Fast Track" by The Legal Intelligencer Named a Pennsylvania "Rising Star" in 2010, 2011, 2012, 2013, 2014 Recognized as a "Top 40 Under 40" lawyer by The National Trial Lawyers Benjamin F. Johns Benjamin F. Johns first began working at the firm as a Summer Associate while pursuing a J.D./M.B.A. joint degree program in business school and law school. He became a full-time Associate upon graduation, and is now a Partner. Ove the course of his legal career, Ben has argued in the United States Court of Appeals for the District of Columbia Circuit, the Commonwealth Court of Pennsylvania sitting en banc, and in other state and federal district courts across the country. He has argued and briefed dispositive motions to dismiss, for class certification and for summary judgment. He has also deposed prison guards, lawyers, bankers, engineers, I.R.S. officials, information technology personnel, and other witnesses. Specifically, he has provided substantial assistance in the prosecution of the following cases: In re Checking Account Overdraft Litig., No. 1:09-MD JLK (S.D. Fla.). (Ben is actively involved in these Multidistrict Litigation proceedings, which involve allegations that dozens of banks reorder and manipulate the posting order of debit transactions. Settlements collectively in excess of $1 billion have been reached with several banks. Ben was actively involved in prosecuting the actions against U.S. Bank ($55 million settlement) and Comerica Bank ($14.5 million settlement). In re Flonase Antitrust Litig., 2:08-cv AB (E.D. Pa.). (indirect purchaser plaintiffs alleged that the manufacturer of Flonase (a nasal allergy spray) filed sham citizen petitions with the FDA in order to delay the approval of less expensive generic versions of the drug. A $46 million settlement was reached on behalf of all indirect purchasers. Ben argued a motion before the District Court.). In re TriCor Indirect Purchasers Antitrust Litig., No SLR (D. Del.). ($65.7 million settlement on behalf of indirect purchasers who claimed that the manufacturers of a cholesterol drug engaged in anticompetitive conduct designed to keep generic versions off of the market.) Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. 1:10-cv CAB (N.D. Ohio). ($20 million settlement on behalf of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the required pre-sale authorization from the FDA.) West v. ExamSoft Worldwide, Inc., No. 14-cv UU (S.D. Fla.) ($2.1 million settlement on behalf of July 2014 bar exam applicants in several states who paid to use software for the written portion of the exam which allegedly failed to function properly). Henderson, v. Volvo Cars of North America, LLC, No. 2:09-cv CCC-JAD (D. N.J.). (provided substantial assistance in this consumer automobile case that settled after the plaintiffs prevailed, in large part, on a motion to dismiss). In re Marine Hose Antitrust Litig., No. 08-MDL-1888 (S.D. Fla.) (Settlements totaling nearly $32 million on behalf of purchasers of

79 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 18 of 49 marine hose.) In re Philips/Magnavox Television Litig., No. 2:09-cv CCC-JAD (D. N.J.). (Settlement in excess of $4 million on behalf of consumers whose flat screen televisions failed due to an alleged design defect. Ben argued against one of the motions to dismiss.) Allison, et al. v. The GEO Group, No. 2:08-cv-467-JD (E.D. Pa.), and Kurian v. County of Lancaster, No. 2:07-cv PD (E.D. Pa.). (Settlements totaling $5.4 million in two civil rights class action lawsuits involving allegedly unconstitutional strip searches at prisons). In re Recoton Sec. Litig., 6:03-cv JA-KRS (M.D.Fla.). ($3 million settlement for alleged violations of the Securities Exchange Act of 1934) Smith v. Gaiam, Inc., No. 09-cv WYD-BNB (D. Colo.). (Obtained a settlement in this consumer fraud case that provided full recovery to approximately 930,000 class members.) Ben has also had success at the appellate level in cases to which he substantially contributed. See Cohen v. United States, 578 F.3d 1 (D.C. Cir. 2009), reh g granted per curiam, 599 F.3d 652 (D.C. Cir. 2010), remanded by, 650 F.3d 717 (D.C. Cir. 2011) (en banc) (reversing district court s decision to the extent that it dismissed taxpayers claims under the Administrative Procedure Act); Lone Star Nat l Bank, N.A. v. Heartland Payment Sys., No , 2013 U.S. App. LEXIS (5th Cir. Sept. 3, 2013) (reversing district court s decision dismissing financial institutions common law tort claims against a credit card processor). Ben was elected to and served a three year term on the Executive Committee of the Philadelphia Bar Association s Young Lawyers Division ( ). He also served on the Editorial Board of the Philadelphia Bar Reporter, and is presently on the Board of Directors for the Dickinson School of Law Alumni Society. Ben was also a head coach in the Narberth basketball summer league for several years. He has been published in the Philadelphia Lawyer magazine and the Philadelphia Bar Reporter, presented a Continuing Legal Education course to fellow lawyers, and spoken to a class of law school students about the practice. While in college, Ben was on the varsity basketball team and spent a semester studying abroad in Osaka, Japan. Ben has been named a Lawyer on the Fast Track by The Legal Intelligencer, a Top 40 Under 40 attorney by The National Trial Lawyers, and a Pennsylvania Rising Star for the past five years.

80 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 19 of 49 Practice areas: Corporate Mismanagement and Shareholder Derivative Actions Mergers and Acquisitions Education: SUNY Cortland, B.S., 2002, cum laude Syracuse University College of Law, 2006, J.D., cum laude Whitman School of Management at Syracuse University, 2006, M.B.A Memberships and Associations: Board of Bar Examiners of the Supreme Court of the State of Delaware, Assistant Secretary Admissions: Supreme Court of Delaware Supreme Court of Connecticut District of Delaware Third Circuit Court of Appeals Scott M. Tucker Scott M. Tucker is a Partner in the Firm s Wilmington Office. Mr. Tucker is a member of the Firm s Mergers & Acquisitions and Corporate Mismanagement and Shareholder Derivative Action practice areas. Together with the Firm s Partners, Mr. Tucker assisted in the prosecution of the following actions: In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.) (action challenging the management led buyout of Kinder Morgan Inc., which settled for $200 million). J.Crew Group, Inc., et al. v. New Orleans Employees Retirement System, et al., C.A. No VCS (Del. Ch.) (action that challenged the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew s management which resulted in a settlement fund of $16 million and structural changes to the go-shop process, including an extension of the go-shop process, elimination of the buyer s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated shareholders). In re Genentech, Inc. Shareholder Litigation, C.A. No VCS (Del. Ch.) (action challenging the attempt by Genentech s controlling stockholder to take Genentech private which resulted in a $4 billion increase in the offer). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No VCP (Del. Ch.) (action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majorityowned and controlled by Larry Ellison, the Chief Executive Officer and controlling shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery. Mr. Tucker is the Assistant Secretary of the Board of Bar Examiners of the Supreme Court of the State of Delaware and a member of the Richard K. Hermann Technology Inn of Court. While attending law school, Mr. Tucker was a member of the Securities Arbitration Clinic and received a Corporate Counsel Certificate from the Center for Law and Business Enterprise.

81 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 20 of 49 Our Attorneys-Of Counsel Practice Areas: Antitrust Automotive Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Education: Villanova Law School, J.D. - cum laude Villanova Law Review, Associate Editor Villanova Moot Court Board Obert Corporation Law Prize University of Virginia, B.A., English literature Memberships & Associations: Pennsylvania Bar Association Passe International Admissions: Pennsylvania Eastern District of Pennsylvania Federal Circuit Anthony Allen Geyelin Tony is of Counsel to the firm at the Haverford office, where for the last decade he has used his extensive private and public sector corporate and regulatory experience to assist the firm in the effective representation of its many clients. Tony has previously worked as an associate in the business department of a major Philadelphia law firm; served as Chief Counsel and then Acting Insurance Commissioner with the Pennsylvania Insurance Department in Harrisburg; and represented publicly traded insurance companies based in Pennsylvania and Georgia as their senior vice president, general counsel and corporate secretary. Tony has represented the firm s clients in a number of significant litigations, including the AHERF, Air Cargo, Certainteed, Cipro, Clear Channel, Del Monte, Honda Hybrid Vehicles, Insurance Brokers, iphone LDI, Intel, Marine Hoses, Phoenix Leasing, and Reliance Insolvency matters. Outside of the office Tony s pro bono, professional and charitable activities have included volunteering as a Federal Public Defender; service as a member and officer of White-Williams Scholars, the Schuylkill Canal Association, and the First Monday Business Club of Philadelphia; and serving as a member of the National Association of Insurance Commissioners and the Radnor Township (PA) Planning Commission.

82 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 21 of 49 Education: Temple University School of Law, J.D., 1995 Pennsylvania State University, B.S., Marketing, 1992 Memberships & Associations: Member, Board of Governors, Pennsylvania State System of Higher Education (PASSHE) Founding Board Member, Secretary and Spokesman of the Garces Foundation Founding Board Member & Treasurer of Keystone Weekend Secretary of Board, Second Chance Foundation Member Union League of Philadelphia since 2000 Member of the Pennsylvania Society Temple Law Alumni Association Admissions: Pennsylvania David M. Maser David M. Maser is Of Counsel in the Firm s Haverford office, a member of the Firm s Client Development Group and works closely with the Firm s institutional clients. David has worked in both law and government for the past 17 years. He has been involved with multiple Presidential campaigns and numerous other federal, state and local campaigns. Prior to joining the Firm, David worked with the Major League Baseball Players Association and as a government affairs specialist, representing numerous clients, including Fortune 500 companies & counseling them in legislative issues, appropriation requests, and business development opportunities at the federal, state and local levels. David is a 1995 graduate of the Temple University School of Law and a 1992 graduate of the Pennsylvania State University where he received a B.S. in Marketing.

83 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 22 of 49 Our Attorneys-Senior Counsel Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Litigation Education: Rutgers University - School of Law, J.D., with honors, Rutgers Law Review Rutgers University - School of Business, MBA, with honors, 2001 University of Maryland College Park, B.A. in psychology, 1997 Memberships & Associations: American Constitution Society National Association of Shareholder and Consumer Attorneys Public Justice Philadelphia Bar Association Admissions: Delaware New Jersey Pennsylvania United States District Court for the Eastern District of Pennsylvania U.S. District Court of New Jersey Second Circuit Court of Appeals Catherine Pratsinakis Catherine, Senior Counsel of the Firm, has represented institutional and retail investors in complex corporate governance and securities litigation for 15 years across the country. Notably, Catherine represented lead plaintiffs in In re Parmalat Sec. Litig., MDL (S.D.N.Y.) which resulted in nearly $100 million in settlements with Parmalat and its former officers, directors, banks and auditors. A highlight of this case included Catherine obtaining the Court s permission to prosecute Parmalat in the securities class action despite being a protected debtor under the bankruptcy code. Catherine also represented lead plaintiffs in one of the most infamous cases of self-dealing ever before seen. In re Hollinger Int l Sec. Litig., 04-CV-0834 (N.D. Ill.) (recovery of $37.5 million). Catherine also achieved significant results for investors in the Delaware Court of Chancery with litigation such as Teachers Retirement System of Louisiana v. Greenberg, No (Del. Ch.), where she overcame a special litigation committee review of the self-interested transactions at issue, and went on to help secure one of the most significant settlements ($115 million) in the Court of Chancery on the eve of trial. Catherine has also represented thousands of investors in going dark litigation whereby shareholders in once public companies are stranded in illiquid investments in private enterprises with limited access to financials. In W2007 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. 2:13-cv-2777 (W.D. Tenn.), Catherine brought a lawsuit against a once public company that stopped disseminating financials to its stockholders after it went private. After seven years of being frozen out of any benefits to ownership, the Firm recovered $76 million for shareholders in ten months of hard-fought litigation and an aggressive discovery plan. Catherine also enjoys tackling important governance matters such as in Delaware County Retirement Fund v. Portnoy, Civ. No. 1:13-cv (D. Mass.), she sought to invalidate a highly oppressive arbitration bylaw adopted by a multi-billion dollar REIT for the sole purpose of preventing a shareholder lawsuit against its self-dealing management. She has litigated numerus class actions and derivative suits, including BioScrip, Cablevision, HealthSouth, Mattel, Barnes & Noble, Covad Communications, Safety-Kleen, DVI Inc. and Constellation Energy Group.

84 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 23 of 49 Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Litigation Education: Rutgers University - School of Law, J.D., with honors, Rutgers Law Review Rutgers University - School of Business, MBA, with honors, 2001 University of Maryland College Park, B.A. in psychology, 1997 Memberships & Associations: American Constitution Society National Association of Shareholder and Consumer Attorneys Public Justice Philadelphia Bar Association Catherine Pratsinakis Immediately out of law school, Catherine joined the litigation and bankruptcy departments of one of the largest defense firms in Philadelphia where she spent her time representing Fortune 500 companies in an array of commercial litigation, including antitrust, malpractice, shareholder, consumer and creditor actions. She was recruited to join a specialized securities litigation boutique in Wilmington, DE, where she worked for seven years representing institutional clients before joining Chimicles & Tikellis in During law school, Catherine served as Law Clerk to the Honorable Joseph E. Irenas in the U.S. District Court for the District of New Jersey. Catherine made law review in 1999 and served on the Rutgers Law Journal as a Notes and Casenotes Editor from She has participated in the Volunteer for the Indigence Program (VIP) in Philadelphia, served on the editorial board of the Philadelphia Bar Reporter and volunteers in her community through youth organizations, Friends of Weccacoe Playground, an organization committed to revitalizing an inner-city park and community center in Queen Village, Philadelphia where she lives with her husband and three children. Admissions: Delaware New Jersey Pennsylvania United States District Court for the Eastern District of Pennsylvania U.S. District Court of New Jersey Second Circuit Court of Appeals

85 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 24 of 49 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Non-Listed REITs Other Complex Litigation Securities Fraud Education: Rutgers University School of Law Camden, J.D., with honors Rutgers Law Journal, Lead Articles Editor First Year Moot Court Best Oralist Fairfield University, B.A., 1995 Memberships & Associations: Pennsylvania Bar Association Philadelphia Bar Association Admissions: Pennsylvania, 2003 New Jersey, 2003 Third Circuit Court of Appeals, 2011 Eastern District Court of Pennsylvania, 2004 District Court of New Jersey, 2003 Honors: 2011, 2012, and 2013 Pennsylvania Rising Star Christina Donato Saler Christina Donato Saler is Senior Counsel in the Haverford Office. She joined the firm in July Christina concentrates her practice on prosecuting class action litigation, including securities fraud, consumer protection, and ERISA cases on behalf of shareholders, consumers and institutional clients. Christina is a member of the Firm s Client Development Group which is charged with developing and maintaining strong client relations. Following her 2003 law school graduation, Christina was an associate with the Philadelphia litigation boutique Kohn, Swift & Graf, P.C. where she prosecuted securities and consumer class actions as well as represented individual plaintiffs in First Amendment cases against media defendants. Christina gained extensive experience in all aspects of complex litigation and significant trial experience. Christina s accomplishments have been acknowledged by her peers. In 2011, 2012, and 2013 she was selected as a Pennsylvania Rising Star SuperLawyer by Law & Politics and the publishers of Philadelphia Magazine, a designation held by only 2.5 percent of lawyers statewide. Christina s law school career was marked by several academic honors which included being named Best Oralist of her first year moot court class. She was also a member of the Rutgers Law Journal and served on the Editorial Board as the Lead Articles Editor. In 2002, the Rutgers Law Journal published her note, Pennsylvania Law Should No Longer Allow A Parent s Right to Testamentary Freedom to Outweigh the Dependent Child s Absolute Right to Child Support, 34 Rutgers L.J. 235 (Fall 2002). Also in 2002, Christina served as law clerk to The Honorable Mark I. Bernstein, Court of Common Pleas Commerce Court, First Judicial District of Pennsylvania. As an attorney volunteer of the Volunteer for the Indigence Program (VIP) in Philadelphia, Christina represents individuals in jeopardy of losing their homes in the Philadelphia Common Pleas Court s Mortgage Foreclosure Program. Christina s professional career began in advertising. She was a senior account executive with the Tierney Agency where she managed the execution of various advertising campaigns and Verizon s contractual relationship with its spokesperson, James Earl Jones.

86 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 25 of 49 Our Attorneys-Associates Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Securities Fraud Education: University of Virginia School of Law, J.D., 2008 University of Virginia, B.A., 2004 Admissions: Delaware New York Connecticut Vera G. Belger Vera G. Belger is an associate in the Wilmington office. Ms. Belger s practice focuses on shareholder and unitholder class and derivative actions arising pursuant to Delaware law. Together with the Firm s Partners, Ms. Belger assisted in the prosecution of the following actions: In re Barnes & Noble Stockholder Derivative Litigation, C.A. No CS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc. s acquisition of Barnes & Noble College Booksellers, Inc., which resulted in a settlement of nearly $30 million). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery). Ms. Belger s pro bono activities included serving as a guardian ad litem through the Office of the Child Advocate. While attending law school, Ms. Belger was a Board Member of the Public Interest Law Association and a participant in the William Minor Lile Moot Court Competition. Following graduation, Ms. Belger was an associate with an international law firm where she practiced complex commercial litigation.

87 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 26 of 49 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Villanova University School of Law, J.D., 2007 Co-President of Asian-Pacific American Law Students Association Tufts University, B.A., 2002 cum laude in Political Science Memberships & Associations: Delaware State Bar Association The Richard S. Rodney American Inn of Court Admissions: Delaware, 2007 U.S. District Court for the District of Delaware, 2008 Tiffany J. Cramer Tiffany J. Cramer is an associate in the Wilmington office. Her entire practice is devoted to litigation, with an emphasis on corporate mismanagement & derivative stockholder actions and mergers & acquisitions. Together with the Firm s Partners, Ms. Cramer has assisted in the prosecution of numerous shareholder and unitholder class and derivative actions arising pursuant to Delaware law, including: In re Barnes & Noble Stockholder Derivative Litigation, C.A. No CS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc. s acquisition of Barnes & Noble College Booksellers, Inc., which resulted in a settlement of nearly $30 million). In re Atlas Energy Resources, LLC Unitholder Litigation, Consol. C.A. No VCN (Co-Lead Counsel in the Court of Chancery class action litigation challenging Atlas America, Inc. s acquisition of Atlas Energy Resources, LLC, which resulted in a settlement providing for an additional $20 million fund for former Atlas Energy Unitholders). In Re Genentech, Inc. Shareholders Litigation, Consol. C.A. No VCS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery class action litigation challenging Roche Holding s buyout of Genentech, Inc., which resulted in a settlement providing for, among other things, an additional $4 billion in consideration paid to the minority shareholders of Genentech, Inc.). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery). Tiffany s pro bono activities include serving as a volunteer attorney with the Delaware Volunteer Legal Services, an organization of volunteer attorneys who assist low income clients with problems in a variety of legal areas. While in law school, she served as law clerk to the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. While in college, she played the bassoon as a member of the Tufts Symphony Orchestra.

88 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 27 of 49 Practice Areas: Defective Products and Consumer Protection Automobile Defects & False Advertising Whistleblower/Qui Tam Lawsuits Other Complex Litigation Pharmaceutical & Medical Device Litigation Corporate Mismanagement & Shareholder Derivative Action Education: Villanova University School of Law, J.D., 2012 Journal of Catholic Social Thought Executive Editor ( ), Staff Editor ( ) Georgetown University, B.A. (Government), 2009 Memberships and Associations: Member, Philadelphia Bar Association Member, D.C. Bar Member, New Jersey Bar Association Member, Georgetown University Alumni Admissions Program (AAP) Member, Young Friends of the Philadelphia Orchestra Admissions: Courts Pennsylvania New Jersey District of Columbia Eastern District of Pennsylvania District of New Jersey Andrew W. Ferich Andrew W. Ferich is an associate in the Firm s Haverford office. Andy focuses his practice on complex litigation, including in the Firm s consumer protection and whistleblower/qui tam practice groups. Prior to joining the Firm, Andy was an associate at a national litigation firm in Philadelphia where he focused his practice on commercial litigation, financial services litigation, and antitrust matters. Andy possesses major jury trial experience. Andy currently assists in prosecuting the following matters, among others: Brickman, et al. v. HomeAway, Inc., et al., No. 1:16-cv LY (W.D. Tex.) (consumer class action on behalf of owners of rental/ vacation properties across the country alleging that owners entered into rental listing subscription agreements with HomeAway and its websites based upon the false and broken promise that renters and travelers would never be assessed a fee at booking); Clark v. Banner Health, No. 2:16-cv SRB (D. Az.) (class action lawsuit alleging numerous claims against large Arizona-based health system Banner Health following reports in August 2016 that it suffered a data breach affecting approximately 3.7 million patients, plan members, customers, and health providers); DeMarco, et al. v. AvalonBay Communities, Inc., et al., No. 2:15-cv JLL-JAD (D.N.J.) (class action lawsuit on behalf of hundreds of tenants and former tenants of AvalonBay community that was destroyed in a massive fire, in which case C&T has been appointed interim co-lead counsel); Don Beadles I/T/F Alva Synagogue Church of God v. Chesapeake Energy Corp, et al. (In re Anadarko Basin Oil and Gas Lease Antitrust Litigation), No. 16-cv-0238-M (W.D. Okla.) (antitrust action under federal antitrust laws brought on behalf of a class of landowners who leased land to defendants for drilling for natural gas and received less in lease bonuses and royalties than they should have due to defendants anticompetitive lease bid-rigging scheme); In re: Elk Cross Timbers Decking Marketing, Sales Practices and Products Liability Litigation, No. 2;15-cv JLL-JAD (D.N.J.) (litigating products liability case relating to allegedly defective wood -composite decking in which C&T has been appointed to the Plaintiffs Steering Committee); Green, et al. v. BMW of North America, LLC, et al, No. 2:16-cv BRO-SS (C.D. Cal.) (prosecuting a class action lawsuit against BMW on behalf of owners of the BMW i3 REx a plug-in electric hybrid vehicle with a gas engine known as a Range Extender wherein Plaintiffs have alleged that a defect in the Range Extender causes class vehicles to abruptly and dangerously decelerate during operation); Larsen v. Vizio, Inc., No. 8:14-cv CJC-JCG (C.D. Cal.) (consumer action brought on behalf of class of purchasers of certain

89 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 28 of 49 Vizio LCD televisions with allegedly misrepresented performance specifications); Tioga de Facto Takings Cases (Pa. C.P Tioga County) (eminent domain action seeking to recover just compensation on behalf of a class of owners of oil, gas, and mineral rights in a gas storage field buffer zone who had those rights taken by a de facto taking by defendant-utility); Williams v. Butler & Hosch, P.A., No. 0:15-cv CMA (S.D. Fla.) (obtained class certification in this class action lawsuit on behalf of hundreds of former employees improperly terminated under the WARN Act). Andy received his law degree from Villanova University School of Law in While in law school, Andy clerked for a small suburban Philadelphia law firm. Prior to law school, Andy attended Georgetown University and was a member of the baseball team. During his time in college, Andy also worked on Capitol Hill and for a well-known D.C. think tank. Andy is admitted to practice in Pennsylvania, New Jersey, and the District of Columbia.

90 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 29 of 49 Practice Areas: Automobile Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Villanova University School of Law, J.D., 2006 Villanova Environmental Law Journal managing editor of student works (2006), staff writer (2005) University of California, Los Angeles, B.A., 2003 cum laude Membership & Associations: Member, Philadelphia Bar Association Admissions: Honors: Pennsylvania New Jersey Eastern District of Pennsylvania District of New Jersey Pennsylvania Super Lawyers Rising Star Alison Gabe Gushue Alison G. Gushue is an associate in the Firm s Haverford Office. Her practice is devoted to litigation, with an emphasis on consumer fraud, securities, and derivative cases. Ms. Gushue also provides assistance to the Firm s Institutional Client Services Group. Prior to joining the firm, Ms. Gushue was counsel to the Pennsylvania Securities Commission in the Division of Corporation Finance. In this capacity, she was responsible for reviewing securities registration filings for compliance with state securities laws and for working with issuers and issuers counsel to bring noncompliant filings into compliance. Together with the Partners, Ms. Gushue has provided substantial assistance in the prosecution of the following cases: Lockabey et al. v. American Honda Motor Co., Inc., Case No CU-BT (San Diego Super. Ct.) (settlement valued by court at $170 million for a class of 460,000 purchasers and lessees of Honda Civic Hybrids to resolve claims that the vehicle was advertised with fuel economy representations it could not achieve under real-world driving conditions, and that a software update to the IMA system further decreased fuel economy and performance) In re DVI Inc. Securities Litigation, Case No. 2:03-cv LDD (over $17m in settlements recovered for the shareholder class in lawsuit alleging that the company s officers and directors, in conjunction with its external auditors and outside counsel, violated the federal securities laws) In re LG Front Loading Washing Machine Litigation, Case No. 2:08-cv -61 (D.N.J); and In re Whirlpool Front Loading Washing Machine Litigation, Case No. 1:08-wp (N.D. Oh.) (pending cases which allege that LG and Whirlpool s front loading washing machines suffer from a defect that leads to the formation of mold and mildew on the inside of the washing machines and production of foul and noxious odors) Ms. Gushue has also provided pro bono legal services to nonprofit organizations in Philadelphia such as the Philadelphia Bankruptcy Assistance Project and the Public Interest Law Center of Philadelphia.

91 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 30 of 49 Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Action Defective Products and Consumer Protection Other Complex Litigation Education: Drexel University Thomas R. Kline School of Law, J.D., 2015 Drexel University, B.S. in Business Administration, 2005 Memberships and Associations: Member, Philadelphia Bar Association Member, Pennsylvania Bar Association Admissions: Pennsylvania, 2015 Stephanie E. Saunders Stephanie E. Saunders is an associate in the Firm s Haverford office. She focuses her practice on complex litigation including securities fraud, shareholder derivative, and consumer protection cases. She also provides assistance to the Firm s Client Development Group which is responsible for establishing and maintaining strong client relations. Stephanie received her law degree from the Drexel University Thomas R. Kline School of Law in Her law school career was marked by several academic honors which included being named the CALI Excellence for the Future Award recipient in Legal Methods & Legal Writing for earning the highest grade in the class. While in law school, she clerked for the Firm and conducted her practice-intensive semester long co-op with the Firm during her second year of law school. Upon graduating from Drexel University s LeBow College of Business in 2005, Stephanie began her professional career in marketing. She was an integrated marketing and promotions manager with Condé Nast Publications in Manhattan where she managed and executed print and digital advertising campaigns. Upon returning to the Philadelphia region, she joined PNC Wealth Management where she was the marketing segment manager of Hawthorn, an ultra-high net worth multi -family office, where she was responsible for the development of integrated marketing plans, advertising, and client events.

92 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 31 of 49 Practice Areas: Corporate Mismanagement Jessica L. Titler Consumer Fraud & Defective Products Other Complex Litigation Securities Fraud Litigation Education: Temple University James E. Beasley School of Law, J.D., 2015 cum laude Temple International & Comparative Law Journal managing editor (2015), staff editor (2014) University of Pittsburgh, B.A., 2012 cum laude Memberships and Associations: Member, Philadelphia Bar Association Member, Pennsylvania Bar Association Member, Burlington County Bar Association Admissions: Jessica L. Titler is an associate in the Firm's Haverford office. She focuses her practice on complex litigation including securities fraud, shareholder derivative suits, and consumer protection cases. Prior to joining the Firm, Jessica clerked for the Honorable Karen L. Suter in the Superior Court of New Jersey, Appellate Division. Jessica received her law degree from the Temple University James E. Beasley School of Law in While in law school, Jessica served as managing editor of the Temple International & Comparative Law Journal and as president of the Business Law Society. She also held positions with the Internal Revenue Service Office of Chief Counsel and Administrative Office of Pennsylvania Courts, as well as clerked for a small central Pennsylvania law firm. Jessica graduated from University of Pittsburgh where she majored in Communications and Writing. In her free time, Jessica enjoys world travel, cooking, and animal rescue. New Jersey Pennsylvania District of New Jersey

93 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 32 of 49 Practice Areas Health & Welfare Fund Assets C&T Protects Clients Health & Welfare Fund Assets Through Monitoring Services & Vigorously Pursuing Health & Welfare Litigation. At no cost to the client, C&T seeks to protect its clients health & welfare fund assets against fraud and other wrongdoing by monitoring the health & welfare fund s drug purchases, Pharmacy benefit Managers and other health service providers. In addition, C&T investigates potential claims and, on a fully-contingent basis, pursues legal action for the client on meritorious claims involving the clients heath & welfare funds. These claims could include: the recovery of excessive charges due to misconduct by health service providers; antitrust claims to recover excessive prescription drug charges and other costs due to corporate collusion and misconduct; and, cost-recovery claims where welfare funds have paid for health care treatment resulting from defective or dangerous drugs or medical devices. Monitoring Financial Investments C&T Protects Clients Financial Investments Through Securities Fraud Monitoring Services. Backed by extensive experience, knowledge of the law and successes in this field, C&T utilizes various information systems and resources (including forensic accountants, financial analysts, seasoned investigators, as well as technology and data collection specialists, who can cut to the core of complex financial and commercial documents and transactions) to provide our institutional clients with a means to actively protect the assets in their equity portfolios. As part of this no-cost service, for each equity portfolio, C&T monitors relevant financial and market data, pricing, trading, news and the portfolio s losses. C&T investigates and evaluates potential securities fraud claims and, after full consultation with the client and at the client s direction, C&T will, on a fully-contingent basis, pursue legal action for the client on meritorious securities fraud claims. Corporate Transactional C&T Protects Shareholders Interest by Holding Directors Accountable for Breaches of Fiduciary Duties Directors and officers of corporations are obligated by law to exercise good faith, loyalty, due care and complete candor in managing the business of the corporation. Their duty of loyalty to the corporation and its shareholders requires that they act in the best interests of the corporation at all times. Directors who breach any of these fiduciary duties are accountable to the stockholders and to the corporation itself for the harm caused by the breach. A substantial part of the practice of Chimicles & Tikellis LLP involves representing shareholders in bringing suits for breach of fiduciary duty by corporate directors.

94 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 33 of 49 Practice Areas Securities Fraud C&T Protects and Recovers Clients Assets Through the Vigorous Pursuit of Securities Fraud Litigation. C&T has been responsible for recovering over $1 billion for institutional and individual investors who have been victims of securities fraud. The prosecution of securities fraud often involves allegations that a publicly traded corporation and its affiliates and/or agents disseminated materially false and misleading statements to investors about the company s financial condition, thereby artificially inflating the price of that stock. Often, once the truth is revealed, those who invested at a time when the company s stock was artificially inflated incur a significant drop in the value of their stock. C&T s securities practice group comprises seasoned attorneys with extensive trial experience who have successfully litigated cases against some of the nation s largest corporations. This group is strengthened by its use of forensic accountants, financial analysts, and seasoned investigators. Antitrust and Unfair Competition C&T Enforces Clients Rights Against Those Who Violated Antitrust Laws. C&T successfully prosecutes an array of anticompetitive conduct, including price fixing, tying agreements, illegal boycotts and monopolization, anticompetitive reverse payment accords, and other conduct that improperly delays the market entry of less expensive generic drugs. As counsel in major litigation over anticompetitive conduct by the makers of brand-name prescription drugs, C&T has helped clients recover significant amounts of price overcharges for blockbuster drugs such as BuSpar, Coumadin, Cardizem, Flonase, Relafen, and Paxil, Toprol-XL, and TriCor. Real Estate Investment Trusts C&T is a Trail Blazer in Protecting Clients Investments in Non-Listed Equities. C&T represents limited partners and purchaser of stock in limited partnerships and real estate investment trusts (non-listed REITs) which are publicly-registered but not traded on a national stock exchange. These entities operate outside the realm of a public market that responds to market conditions and analysts scrutiny, so the investors must rely entirely on the accuracy and completeness of the financial and other disclosures provided by the company about its business, its finances, and the value of its securities. C&T prosecutes: (a) securities law violations in the sale of the units or stock; (b) abusive management practices including self-dealing transactions and the payment of excessive fees; (c) unfair transactions involving sales of the entities assets; and (d) buy-outs of the investors interests.

95 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 34 of 49 Practice Areas Shareholder Derivative Action C&T is a Leading Advocate for Prosecuting and Protecting Shareholder Rights through Derivative Lawsuits and Class Actions. C&T is at the forefront of persuading courts to recognize that actions taken by directors (or other fiduciaries) of corporations or associations must be in the best interests of the shareholders. Such persons have duties to the investors (and the corporation) to act in good faith and with loyalty, due care and complete candor. Where there is an indication that a director s actions are influenced by self-interest or considerations other than what is best for the shareholders, the director lacks the independence required of a fiduciary and, as a consequence, that director s decisions cannot be honored. A landmark decision by the Supreme Court of Delaware underscored the sanctity of this principal and represented a major victory for C&T s clients. Corporate Mismanagement C&T is a Principal Advocate for Sound Corporate Governance and Accountability. C&T supports the critical role its investor clients serve as shareholders of publicly held companies. Settlements do not provide exclusively monetary benefits to our clients. In certain instances, they may include long term reforms by a corporate entity for the purpose of advancing the interests of the shareholders and protecting them from future wrongdoing by corporate officers and directors. On behalf of our clients, we take corporate directors obligations seriously. It s a matter of justice. That s why C&T strives not to only obtain maximum financial recoveries, but also to effect fundamental changes in the way companies operate so that wrongdoing will not reoccur. Defective Products and Consumer Protection C&T Protects Consumers from Defective Products and Deceptive Conduct. C&T frequently represents consumers who have been injured by false advertising, or by the sale of defective goods or services. The firm has achieved significant recoveries for its clients in such cases, particularly in those involving defectively designed automobiles and other consumer products. C&T has also successfully prosecuted actions against banks and other large institutions for engaging in allegedly deceptive conduct.

96 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 35 of 49 Representative Cases Securities Cases Involving Real Estate Investments CNL Hotels & Resorts Inc. Securities Litigation, Case No. 6:04-CV-1231, United States District Court, Middle District of Florida. C&T was Lead Litigation Counsel in CNL Hotels & Resorts Inc. Securities Litigation, representing a Michigan Retirement System, other named plaintiffs and over 100,000 investors in this federal securities law class action that was filed in August 2004 against the nation s second largest hotel real estate investment trust, CNL Hotels & Resorts, Inc. (f/k/a CNL Hospitality Properties, Inc.) ( CNL Hotels ) and certain of its affiliates, officers and directors. CNL raised over $3 billion from investors pursuant to what Plaintiffs alleged to be false and misleading offering materials. In addition, in June 2004 CNL proposed an affiliated-transaction that was set to cost the investors and the Company over $300 million ( Merger ). The Action was filed on behalf of: (a) CNL Hotels shareholders entitled to vote on the proposals presented in CNL Hotels proxy statement dated June 21, 2004 ( Proxy Class ); and (b) CNL Hotels shareholders who acquired CNL Hotels shares pursuant to or by means of CNL Hotels public offerings, registration statements and/or prospectuses between August 16, 2001 and August 16, 2004 ( Purchaser Class ). The Proxy Class claims were settled by (a) CNL Hotels having entered into an Amended Merger Agreement which significantly reduced the amount that CNL Hotels paid to acquire its Advisor, CNL Hospitality Corp., compared to the Original Merger Agreement approved by CNL Hotels stockholders pursuant to the June 2004 Proxy; (b) CNL Hotels having entered into certain Advisor Fee Reduction Agreements, which significantly reduced certain historic, current, and future advisory fees that CNL Hotels paid its Advisor before the Merger; and (c) the adoption of certain corporate governance provisions by CNL Hotels Board of Directors. In approving the Settlement, the Court concluded that in settling the Proxy claims, a substantial benefit [was] achieved (estimated at approximately $225,000,000) and this lawsuit was clearly instrumental in achieving that result. The Purchaser Class claims were settled by Settling Defendants payment of $35,000,000, payable in three annual installments (January 2007 to January 2009). On August 1, 2006, the Federal District Court in Orlando, Florida granted final approval of the Settlement as fair, reasonable, and adequate, and in rendering its approval of an award of attorneys fees and costs to Plaintiffs Counsel, the Court noted that Plaintiffs counsel pursued this complex case diligently, competently and professionally and achieved a successful result. More than 100,000 class members received notice of the proposed settlement and no substantive objection to the settlement, plan of allocation or fee petition was voiced by any class member.

97 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 36 of 49 Representative Cases Securities Cases Involving Real Estate Investments In re Real Estate Associates Limited Partnership Litigation, Case No. CV , United States District Court, Central District of California. Chimicles & Tikellis LLP achieved national recognition for obtaining, in a federal securities fraud action, the first successful plaintiffs verdict under the PSLRA. Senior partner Nicholas E. Chimicles was Lead Trial Counsel in the six-week jury trial in federal court in Los Angeles, in October The jury verdict, in the amount of $185 million (half in compensatory damages; half in punitive damages), was ranked among the top 10 verdicts in the nation for After the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $83 million, representing full recovery for the losses of the class. At the final hearing, held in November 2003, the Court praised Counsel for achieving both a verdict and a settlement that qualif[ied] as an exceptional result in what the Judge regarded as a very difficult case In addition, the Judge noted the case s novelty and complexity and the positive reaction of the class. Certainly, there have been no objections, and I think Plaintiffs counsel has served the class very well. Case Summary: In August of 1998, over 17,000 investors ( Investor Class ) in 8 public Real Estate Associates Limited Partnerships ( REAL Partnerships ) were solicited by their corporate managing general partner, defendant National Partnership Investments Corp. ( NAPICO ), and other Defendants via Consent Solicitations filed with the Securities and Exchange Commission ( SEC ), to vote in favor of the sale of the REAL Partnerships interests in 98 limited partnerships ( Local Partnerships ). In a self-dealing and interested transaction, the Investor Class was asked to consent to the sale of these interests to NAPICO s affiliates ( REIT Transaction ). In short, Plaintiffs alleged that defendants structured and carried out this wrongful and self-dealing transaction based on false and misleading statements, and omissions in the Consent Solicitations, resulting in the Investor Class receiving grossly inadequate consideration for the sale of these interests. Plaintiffs expert valued these interests to be worth a minimum of $86,523,500 (which does not include additional consideration owed to the Investor Class), for which the Investor Class was paid only $20,023,859. Plaintiffs and the Certified Class asserted claims under Section 14 of the Securities Exchange Act of 1934 ( the Exchange Act ), alleging that the defendants caused the Consent Solicitations to contain false or misleading statements of material fact and omissions of material fact that made the statements false or misleading. In addition, Plaintiffs asserted that Defendants breached their fiduciary duties by using their positions of trust and authority for personal gain at the expense of the Limited Partners. Moreover, Plaintiffs sought equitable relief for the Limited Partners including, among other things, an injunction under Section 14 of the Exchange Act for violation of the anti-bundling rules of the SEC, a declaratory judgment decreeing that defendants were not entitled to indemnification from the REAL Partnerships. Trial: This landmark case is the first Section 14 proxy law- securities class action seeking damages, a significant monetary recovery, for investors that has been tried, and ultimately won, before a jury anywhere in the United States since the enactment of the Private Securities Litigation Reform Act of 1995 ( PSLRA ). Trial began on October 8, 2002 before a federal court jury in Los Angeles. The jury heard testimony from over 25 witnesses, and trial counsel moved into evidence approximately 4,810 exhibits; out of those 4,810 exhibits, witnesses were questioned about, or referred to, approximately 180 exhibits.

98 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 37 of 49 Representative Cases Securities Cases Involving Real Estate Investments On November 15, 2002, the ten member jury, after more than four weeks of trial and six days of deliberation, unanimously found that Defendants knowingly violated the federal proxy laws and that NAPICO breached its fiduciary duties, and that such breach was committed with oppression, fraud and malice. The jury s unanimous verdict held defendants liable for compensatory damages of $92.5 million in favor of the Investor Class. On November 19, 2002, a second phase of the trial was held to determine the amount of punitive damages to be assessed against NAPICO. The jury returned a verdict of $92.5 million in punitive damages. In total, trial counsel secured a unanimous jury verdict of $185 million on behalf of the Investor Class. With this victory, Mr. Chimicles and the trial team secured the 10 th largest verdict of (See, National Law Journal, The Largest Verdicts of 2002, February 2, 3003; National Law Journal, Jury Room Rage, Feb ). Subsequent to post-trial briefing and rulings, in which the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $83 million. The settlement represented full recovery for the losses of the class. Prosecuting and trying this Case required dedication, tenacity, and skill: This case involved an extremely complex transaction. As Lead Trial Counsel, C&T was faced with having to comprehensively and in an understandable way present complex law, facts, evidence and testimony to the jury, without having them become lost (and thus, indifferent and inattentive) in a myriad of complex terms, concepts, facts and law. The trial evidence in this case originated almost exclusively from the documents and testimony of Defendants and their agents. As Lead Trial Counsel, C&T was able, through strategic cross-examination of expert witnesses, to effectively stonewall defendants damage analysis. In addition, C&T conducted thoughtful and strategic examination of defendants witnesses, using defendants own documents to belie their testimony. The significance of the case: The significance of this trial and the result are magnified by the public justice served via this trial and the novelty of issues tried. This case involved a paradigm of corporate greed, and C&T sent a message to not only the Defendants in this Action, but to all corporate fiduciaries, officers, directors and partners, that it does not pay to steal, lie and cheat. There needs to be effective deterrents, so that corporate greed does not pay. The diligent and unrelenting prosecution and trial of this case by C&T sent that message. Moreover, the issues involved were novel and invoked the application of developing case law that is not always uniformly applied by the federal circuit courts. In Count I, Plaintiffs alleged that defendants violated 14 of the Exchange Act. Subsequent to the enactment of the PLSRA, the primary relief sought and accorded for violations of the proxy laws is a preliminary injunction. Here, the consummation of the REIT Transaction foreclosed that form of relief. Instead, Plaintiffs Counsel sought significant monetary damages for the Investor Class on account of defendants violations of the federal proxy laws. C&T prevailed in overcoming defendants characterization of the measure of damages that the Investor Class was required to prove (defendants argued for a measure of damages equivalent to the difference in the value of the security prior to and subsequent to the dissemination of the Consent Solicitations), and instead, successfully recouped damages for the value of the interests and assets given up by the Investor Class. The case is important in the area of enforcement of fiduciary duties in public partnerships which are a fertile ground for unscrupulous general partners to cheat the public investors.

99 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 38 of 49 Representative Cases Securities Cases Involving Real Estate Investments Aetna Real Estate Associates LP Nicholas Chimicles and Pamela Tikellis represented a Class of unitholders who sought dissolution of the partnership because the management fees paid to the general partners were excessive and depleted the value of the partnership. The Settlement, valued in excess of $20 million, included the sale of partnership property to compensate the class members, a reduction of the management fees, and a special cash distribution to the class. City of St. Clair Shores General Employees Retirement System, et al. v. Inland Western Retail Real Estate Trust, Inc., Case No. 07 C 6174, United States District Court, Northern District of Illinois. C&T was principal litigation counsel for the plaintiff class of stockholders that challenged the accuracy of a proxy statement that was used to secure stockholder approval of a merger between an external advisor and property managers and the largest retail real estate trust in the country. In 2010, in a settlement negotiation lead by the Firm, we succeeded in having $90 million of a stock, or 25% of the merger consideration, paid back to the REIT. Wells and Piedmont Real Estate Investment Trust, Inc., Securities Litigation, Case Nos. 1:07-cv-00862, 02660, United States District Court, Northern District of Georgia. C&T served as co-lead counsel in this federal securities class action on behalf of Wells REIT/Piedmont shareholders. Filed in 2007, this lawsuit charged Wells REIT, certain of its directors and officers, and their affiliates, with violations of the federal securities laws for their conducting an improper, self-dealing transaction and recommending that shareholders reject a mid tender offer made for the shareholders stock. On the verge of trial, the Cases settled for $7.5 million and the Settlement was approved in In re Cole Credit Property Trust III, Inc. Derivative and Class Litigation, Case No. 24-C , Circuit Court for Baltimore City. In this Action filed in 2013, C&T, as chair of the executive committee of interim class counsel, represents Cole Credit Property Trust III ( CCPT III ) investors, who were, without their consent, required to give Christopher Cole (CCPT III s founder and president) hundreds of millions of dollars worth of consideration for a business that plaintiffs allege was worth far less. The Action also alleges that, in breach of their fiduciary obligations to CCPT III investors, CCPT III s Board of Directors pressed forward with this wrongful self-dealing transaction rebuffing an offer from a third party that proposed to acquire the investors shares in a $9 billion dollar deal. Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion.

100 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 39 of 49 Representative Cases Securities Cases Involving Real Estate Investments Delaware County Employees Retirement Fund v. Barry M. Portnoy, et al., Case No. 1:13-cv-10405, United States District Court, District Court of Massachusetts. C&T is lead counsel in an action pending in federal court in Boston filed on behalf of Massachusetts-based CommonWealth REIT ( CWH ) and its shareholders against CWH s co-founder Barry Portnoy and his son Adam Portnoy ( Portnoys ), and their wholly-owned entity Reit Management & Research, LLC ( RMR ), and certain other former and current officers and trustees of CWH (collectively, Defendants ). The Action alleges a long history of management abuse, self-dealing, and waste by Defendants, which conduct constitutes violations of the federal securities laws and fiduciary duties owed by Defendants to CWH and its shareholders. Plaintiff seeks damages and to enjoin Defendants from any further self-dealing and mismanagement. The Defendants sought to compel the Plaintiff to arbitrate the claims, and Plaintiff has vigorously opposed such efforts on several grounds including that CWH and its shareholders did not consent to arbitration and the arbitration clause is facially oppressive and illegal. The parties are awaiting the Court s ruling on that matter. In re Empire State Realty Trust, Inc. Investor Litigation, Case /2012, New York Supreme Court. In this action filed in 2012, C&T represents investors who own the Empire State Building, as well as several other Manhattan properties, whose interests and assets are proposed to be consolidated into a new entity called Empire State Realty Trust Inc. The investors filed an action against the transaction s chief proponents, members of the Malkin family, certain Malkincontrolled companies, and the estate of Leona Helmsley, claiming breaches of fiduciary for, among other things, such proponents being disproportionately favored in the transaction. A Settlement of the Litigation has been reached and was approved in full by the Court. The Settlement consists of: a cash settlement fund of $55 million, modifications to the transaction that result in an over $100 million tax deferral benefit to the investors, and defendants will provide additional material information to investors about the transaction.

101 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 40 of 49 Representative Cases Securities Cases (Non-Real Estate) Continental Illinois Corporation Securities Litigation, Civil Action No. 82 C 4712, United States District Court, Northern District of Illinois. Nicholas Chimicles served as lead counsel for the shareholder class in this action alleging federal securities fraud. Filed in the federal district court in Chicago, the case arose from the 1982 oil and gas loan debacle that ultimately resulted in the Bank being taken over by the FDIC. The case involved a twenty-week jury trial conducted by Mr. Chimicles in Ultimately, the Class recovered nearly $40 million. PaineWebber Limited Partnerships Litigation, 94 Civ. 8547, United States District Court, Southern District of New York The Firm was chair of the plaintiffs executive committee in a case brought on behalf of tens of thousands of investors in approximately 65 limited partnerships that were organized or sponsored by PaineWebber. In a landmark settlement, investors were able to recover $200 million in cash and additional economic benefits following the prosecution of securities law and RICO (Racketeer Influenced and Corrupt Organizations Act) claims. ML-Lee Litigation, ML Lee Acquisition Fund L.P. and ML-Lee Acquisition Fund II L.P. and ML-Lee Acquisition Fund (Retirement Accounts), (C.A. Nos , , , and ), United States District Court, District of Delaware. C&T represented three classes of investors who purchased units in two investment companies, ML-Lee Funds (that were jointly created by Merrill Lynch and Thomas H. Lee). The suits alleged breaches of the federal securities laws, based on the omission of material information and the inclusion of material misrepresentations in the written materials provided to the investors, as well as breaches of fiduciary duty and common law by the general partners in regard to conduct that benefited them at the expense of the limited partners. The complaint included claims under the often-ignored Investment Company Act of 1940, and the case witnessed numerous opinions that are considered seminal under the ICA. The six-year litigation resulted in $32 million in cash and other benefits to the investors. Orrstown Financial Services, Inc., et al, Securities Litigation, Case No. 12-cv United States District Court, Middle District of Pennsylvania. In this federal securities fraud class action filed in 2012, C&T serves as Lead Counsel, and the Southeastern Pennsylvania Transportation Authority as Lead Plaintiff. The action alleges that Defendants violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by misleading investors concerning material information about Orrstown s loan portfolio, underwriting practices, and internal controls. After extensive investigation, including having interviewed several confidential witnesses, C&T filed a 100+ page amended complaint in early Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion.

102 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 41 of 49 Representative Cases Securities Cases (Non-Real Estate) In re Colonial BancGroup, Inc. Securities Litigation, Case No. 09-CV-00104, United States District Court, Middle District of Alabama. C&T is actively involved in prosecuting this securities class action arising out of the 2009 failure of Colonial Bank, in which Norfolk County Retirement System, State-Boston Retirement System, City of Brockton Retirement System, and Arkansas Teacher Retirement System are the Court-appointed lead plaintiffs. The failure of Colonial Bank was well-publicized and ultimately resulted in several criminal trials and convictions of Colonial officers and third parties involved in a massive fraud in Colonial s mortgage warehouse lending division. The pending securities lawsuit includes allegations arising out of the mortgage warehouse lending division fraud, as well as allegations that Colonial misled investors concerning its operations in connection with two public offerings of shares and bonds in early 2008, shortly before the Bank s collapse. In April 2012, the Court approved a $10.5 million settlement of Plaintiffs claims against certain of Colonial s directors and officers. Plaintiffs claims against Colonial s auditor, PwC, and the underwriters of the 2008 offerings are ongoing.

103 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 42 of 49 Representative Cases Delaware and Other Merger and Acquisition Suits In re Genentech, Inc. Shareholders Litigation, C.A. No VCS, Delaware Court of Chancery. In this shareholder class action, C&T served as Co-Lead Counsel representing minority stockholders of Genentech, Inc. in an action challenging actions taken by Roche Holdings, Inc. ( Roche ) to acquire the remaining approximately 44% of the outstanding common stock of Genentech, Inc. ( Genentech ) that Roche did not already own. In particular, Plaintiffs challenged that Roche s conduct toward the minority was unfair and violated pre-existing governance agreements between Roche and Genentech. During the course of the litigation, Roche increased its offer from $86.50 per share to %95 per share, a $4 billion increase in value for Genentech s minority shareholders. That increase and other protections for the minority provided the bases for the settlement of the action, which was approved by the Court of chancery on July 9, In re Kinder Morgan Shareholder Litigation, C.A. No. 06-c-801, District Court of Shawnee County, Kansas In this shareholder class action, C&T served as Co-Lead Counsel representing former stockholders of Kinder Morgan, Inc. (KMI) in an action challenging the acquisition of Kinder Morgan by a buyout group lead by KMI s largest stockholder and Chairman, Richard Kinder. Plaintiffs alleged that Mr. Kinder and a buyout group of investment banks and private equity firms leveraged Mr. Kinder s knowledge and control of KMI to acquire KMI for less than fair value. As a result of the litigation, Defendants agreed to pay $200 million into a settlement fund, believed to be the largest of its kind in any buyout-related litigation. The district Court of Shawnee County, Kansas approved the settlement on November 19, In re Freeport-McMoran Sulphur, Inc. Shareholder Litigation, C.A. No , Delaware Court of Chancery. In this shareholder class action, C&T serves as Lead Plaintiffs Counsel representing investors in a stock-for-stock merger of two widely held public companies, seeking to remedy the inadequate consideration the stockholders of Sulphur received as part of the merger. In June 2005, the Court of Chancery denied defendants motions for summary judgment, allowing Plaintiffs to try each and every breach of fiduciary duty claim asserted in the Action. In denying defendants motions for summary judgment the Court held there were material issues of fact regarding certain board member s control over the Board including the Special Committee members and the fairness of the process employed by the Special Committee implicating the duty of entire fairness and raising issues regarding the validity of the Board action authorizing the merger. The decision has broken new ground in the field of corporate litigation in Delaware. Before the trial commenced, Plaintiffs and Defendants agreed in principle to settle the case. The settlement, which was approved in April 2006, provides for a cash fund of $17,500,000.

104 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 43 of 49 Representative Cases Delaware and Other Merger and Acquisition Suits In re Chiron Shareholder Deal Litigation, Case No. RG (Cal. Super.) & Shareholder Litigation, C.A. No N, Delaware Court of Chancery In re Chiron Corporation C&T represents stockholders of Chiron Corporation in an action which challenged the proposed acquisition of Chiron Corporation by its 42% stockholder, Novartis AG. Novartis announced a $40 per share merger proposal on September 1, 2005, which was rejected by Chiron on September 5, On October 31, Chiron announced an agreement to merge with Novartis at a price of $45 per share. C&T was co-lead counsel in the consolidated action brought in the Delaware Court of Chancery. Other similar actions were brought by other Chiron shareholders in the Superior Court of California, Alameda City. The claims in the Delaware and California actions were prosecuted jointly in the Superior Court of California. C&T, together with the other counsel for the stockholders, obtained an order from the California Court granting expedited proceedings in connection with a motion preliminary to enjoin the proposed merger. Following extensive expedited discovery in March and April, 2006, and briefing on the stockholders motion for injunctive relief, and just days prior to the scheduled hearing on the motion for injunctive relief, C&T, together with Co-lead counsel in the California actions, negotiated an agreement to settle the claims which included, among other things, a further increase in the merger price to $48 per share, or an additional $330 million for the public stockholders of Chiron. On July 25, 2006, the Superior Court of California, Alameda County, granted final approval to the settlement of the litigation. Gelfman v. Weeden Investors, L.P., Civ. Action No NC, Delaware Court of Chancery Chimicles & Tikellis LLP served as class counsel, along with other plaintiffs firms, in this action against the Weeden Partnership, its General Partner and various individual defendants filed in the Court of Chancery in the State of Delaware. In this Class Action, Plaintiffs alleged that Defendants breached their fiduciary duties to the investors and breached the Partnership Agreement. The Delaware Chancery Court conducted a trial in this action which was concluded in December Following the trial, the Chancery Court received extensive briefing from the parties and heard oral argument. On June 14, 2004, the Chancery Court issued a memorandum opinion, which was subsequently modified, finding that the Defendants breached their fiduciary duties and the terms of the Partnership Agreement, with respect to the investors, and that Defendants acted in bad faith ( Opinion ). This Opinion from the Chancery Court directed an award of damages to the classes of investors, in addition to other relief. In July 2004, Class Counsel determined that it was in the best interests of the investors to settle the Action for over 90% of the value of the monetary award under the Opinion (over $8 million). I.G. Holdings Inc., et al. v. Hallwood Realty, LLC, et al., C.A. No , Delaware Court of Chancery. In the Delaware Court of Chancery, C& T represented the public unitholders of Hallwood Realty L.P. The action challenged the general partner's refusal to redeem the Partnership's rights plan or to sell the Partnership to maximize value for the public unitholders. Prior to the filing of the action, the Partnership paid no distributions and Units of the Partnership normally traded in the range of $65 to $85 per unit. The prosecution of the action by C&T caused the sale of the Partnership, ultimately yielding approximately $137 per Unit for the unitholders plus payment of the attorneys fees of the Class.

105 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 44 of 49 Representative Cases Delaware and Other Merger and Acquisition Suits Southeastern Pennsylvania Transportation Authority v. Josey, et. al., C.A. No. 5427, Delaware Court of Chancery. Chimicles & Tikellis served as class counsel in this action challenging the acquisition of Mariner Energy, Inc. by Apache Corporation. Following expedited discovery, C&T negotiated a settlement which led to the unprecedented complete elimination of the termination fee from the merger agreement and supplemental disclosures regarding the merger. On March 15, 2011, the Delaware Court of Chancery granted final approval to the settlement of the litigation. In re Pepsi Bottling Group, Inc. Shareholders Litigation, C.A. No. 4526, Delaware Court of Chancery. The Firm served as class counsel, along with several other firms challenging PepsiCo s buyout of Pepsi Bottling Group, Inc. C&T s efforts prompted PepsiCo to raise its buyout offer for Pepsi Bottling Group, Inc. by approximately $1 billion and take other steps to improve the buyout on behalf of public stockholders. In re Atlas Energy Resources LLC, Unitholder Litigation, Consol C.A. No. 4589, Delaware Court of Chancery. The Firm was co-lead counsel in an action challenging the fairness of the acquisition of Atlas Energy Resources LLC by its controlling shareholder, Atlas America, Inc. After over two-years of complex litigation, the Firm negotiated a $20 million cash settlement, which was finally approved by the court on May 14, In re J. Crew Group, Inc. S holders Litigation, C.A. No. 6043, Delaware Court of Chancery. The Firm was co-lead counsel challenging the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew s management. After hard-fought litigation, the action resulted in a settlement fund of $16 million and structural changes to the go-shop process, including an extension of the go-shop process, elimination of the buyer s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated shareholders. The settlement was finally approved on December 16, 2011.

106 Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 45 of 49 Representative Cases Delaware and Other Merger and Acquisition Suits In re McKesson Derivative Litigation, Saito, et al. v. McCall, et al., C.A. No , Delaware Court of Chancery. As Lead Counsel in this stockholder derivative action, C&T challenged the actions of the officers, directors and advisors of McKesson and HBOC in proceeding with the merger of the two companies when their managements were allegedly aware of material accounting improprieties at HBOC. In addition, C&T also brought (under Section 220 of the Delaware Code) a books and records case to discover information about the underlying events. C&T successfully argued in the Delaware Courts for the production of the company s books and records which were used in the preparation of an amended derivative complaint in the derivative case against McKesson and its directors. Seminal opinions have issued from both the Delaware Supreme Court and Chancery Court about Section 220 actions and derivative suits as a result of this lawsuit. Plaintiffs agreed to a settlement of the derivative litigation subject to approval by the Delaware Court of Chancery, pursuant to which the Individual Defendants insurers will pay $30,000,000 to the Company. In addition, a claims committee comprised of independent directors has been established to prosecute certain of Plaintiffs claims that will not be released in connection with the proposed settlement. Further, the Company will maintain important governance provisions among other things ensuring the independence of the Board of Directors from management. On February 21, 2006, the Court of Chancery approved the Settlement and signed the Final Judgment and Order and Realignment Order. Barnes & Noble Inc., C.A. No. 4813, Delaware Court of Chancery. C&T served as Co-Lead Counsel in a shareholder lawsuit brought derivatively on behalf of Barnes & Noble ( B&N ) alleging wrongdoing by the B&N directors for recklessly causing B&N to acquire Barnes & Noble College Booksellers, Inc. ( College Books ) the Transaction ) from B&N s founder, Chairman and controlling stockholder, Leonard Riggio ( Riggio ) at a grossly excessive price, subjecting B&N to excessive risk. The case settled for nearly $30 million and finally approved by the court on September 4, Sample v. Morgan, et. al., C.A. No VCS, Delaware Court of Chancery. Action alleging that members of the board of directors of Randall Bearings, Inc. breached their fiduciary duties to the company and its stockholders and committed corporate waste. The action resulted in an eve-of-trial settlement including revocation of stock issued to insiders, a substantial cash payment to the corporation and reformation of the Company s corporate governance. The Court finally approved the settlement on August 5, Manson v. Northern Plain Natural Gas Co., LLC, et. al., C.A. No N, Delaware Court of Chancery. Chimicles & Tikellis served as counsel in a class and derivative action asserting contract and fiduciary duty claims stemming from dropdown asset transactions to a partnership from an affiliate of its general partner. The case settled for a substantial adjustment (valued by Plaintiff s expert to be worth more than $100 million) to the economic terms of units issued by the partnership in exchange for the assets. The settlement was finally approved by the Court on January 18, 2007

107 Representative Cases Consumer Cases Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 46 of 49 Lockabey v. American Honda Motors Co., Inc., Case No CU-BT-CTL, San Diego County Superior Court Mr. Chimicles is co-lead counsel in a nationwide class action involving fuel economy problems encountered by purchasers of Honda Civic Hybrids ( HCH ). Lockabey v. American Honda Motors Co., Inc., Case No CU-BT-CTL (Super. Ct. San Diego). After nearly five years of litigation in both the federal and state courts in California, a settlement benefiting nearly 450,000 consumers who had leased or owned HCH vehicles from model years 2003 through Following unprecedented media scrutiny and review by the attorneys general of each state as well as major consumer protection groups, the settlement was approved on March 16, 2012 in a 40 page opinion by the Honorable Timothy B. Taylor of the San Diego County (CA) Superior Court in which the Court stated: The court views this as a case which was difficult and risky The court also views this as a case with significant public value which merited the sunlight which Class Counsel have facilitated. Depending on the number of claims that are filed (deadline will not expire until 6 months after a pending single appeal is resolved), the Class will garner benefits ranging from $100 million to $300 million. In re Pennsylvania Baycol: Third-Party Payor Litigation, Case No , Court of Common Pleas, Philadelphia County. In connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol, C&T represents various Health and Welfare Funds, including the Pennsylvania Employees Benefit Trust Fund, and a certified national class of third party payors seeking damages for the sums paid to purchase Baycol for their members/insureds and to pay for the costs of switching their members/insureds from Baycol to an another cholesterol-lowering drug. The Philadelphia Court of Common Pleas granted plaintiffs motion for summary judgment as to liability; this is the first and only judgment that has been entered against Bayer anywhere in the United States in connection with the withdrawal of Baycol. The Court subsequently certified a national class, and the parties reached a settlement (recently approved by the court) in which Bayer agreed to pay class members a net recovery that approximates the maximum damages (including pre-judgment interest) suffered by class members. The class settlement negotiated by C&T represents a net recovery for third party payors that is between double and triple the net recovery pursuant to a non-litigated settlement negotiated by lawyers representing third party payors such as AETNA and CIGNA that was made available to and accepted by numerous other third party payors (including the TRS). C&T had advised its clients to reject that offer and remain in the now settled class action. On June 15, 2006 the court granted final approval of the settlement.

108 Representative Cases Consumer Cases Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 47 of 49 Shared Medical Systems 1998 Incentive Compensation Plan Litigation, Philadelphia County Court of Common Pleas, Commerce Program, No Chimicles & Tikellis LLP is lead counsel in this action brought in 2003 in the Philadelphia County Court of Common Pleas. The case was brought on behalf of approximately 1,300 persons who were employees of Defendant Siemens Medical Solutions Health Services Corporation (formerly Shared Medical Systems, Inc.) who had their 1998 incentive compensation plan ( ICP ) compensation reduced 30% even though the employees had completed their performance under the 1998 ICP contracts and had earned their incentive compensation based on the targets, goals and quotas in the ICPs. The Court had scheduled trial to begin on February 4, On the eve of trial, the Court granted Plaintiffs motion for summary judgment as to liability on their breach of contract claim. With the rendering of that summary judgment opinion on liability in favor of Plaintiffs, the parties reached a settlement in which class members will receive a net recovery of the full amount of the amount that their 1998 ICP compensation was reduced. On May 5, 2005, the Court approved the settlement, stating that the case should restore anyone s faith in class actions as a reasonable way of proceeding on reasonable cases. Wong v. T-Mobile USA, Inc., Case No. CV 05-cv NGE-VMM, United States District Court, Eastern District of Michigan. Chimicles & Tikellis LLP and the Miller Law Firm P.C. filed a complaint alleging that defendant T-Mobile overcharged its subscribers by billing them for data access services even though T-Mobile's subscribers had already paid a flat rate monthly fee of $5 or $10 to receive unlimited access to those various data services. The data services include Unlimited T-Zones, Any 400 Messages, T-Mobile Web, 1000 Text Messages, Unlimited Mobile to Mobile, Unlimited Messages, T-Mobile Internet, T-Mobile Internet with corporate My , and T-Mobile Unlimited Internet and Hotspot. Chimicles & Tikellis LLP and the Miller Law Firm defeated a motion by T-Mobile to force resolution of these claims via arbitration and successfully convinced the Court to strike down as unconscionable a provision in T-Mobile's subscription contract prohibiting subscribers from bringing class actions. After that victory, the parties reached a settlement requiring T-Mobile to provide class members with a net recovery of the full amount of the un-refunded overcharges with all costs for notice, claims administration, and counsel fees paid in addition to class members' 100% net recovery. The gross amount of the overcharges, which occurred from April 2003 through June 2006, is approximately $6.7 million. To date, T-Mobile has refunded approximately $4.5 million of those overcharges. A significant portion of those refunds were the result of new policies T-Mobile instituted after the filing of the Complaint. Pursuant to the Settlement, T-Mobile will refund the remaining $2.2 million of un-refunded overcharges. In re Checking Account Overdraft Litig., No. 1:09-MD JLK, United States District Court, Southern District of Florida. These Multidistrict Litigation proceedings involve allegations that dozens of banks reorder and manipulate the posting order of consumer debit transactions to maximize their revenue from overdraft fees. Settlements in excess of $1 billion have been reached with several banks. C&T was active in the overall prosecution of these proceedings, and was specifically responsible for prosecuting actions against US Bank (pending $55 million settlement) and Comerica Bank (pending $14.5 million settlement).

109 Representative Cases Consumer Cases In re Apple iphone/ipod Warranty Litig., No. 10-CV-01610, United States District Court, Northern District of California. C&T is interim co-lead counsel in this case brought by consumers who allege that that Apple improperly denied warranty coverage for their iphone and ipod Touch devices based on external Liquid Submersion Indicators (LSIs). LSIs are small paperand-ink laminates, akin to litmus paper, which are designed to turn red upon exposure to liquid. Plaintiffs alleged that external LSIs are not a reliable indicator of liquid damage or abuse and, therefore, Apple should have provided warranty coverage. The district court recently granted preliminary approval to a settlement pursuant to which Apple has agreed to pay $53 million to settle these claims. Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 48 of 49 Henderson v. Volvo Cars of North America LLC, et al., No. 2:09-CV CCC-JAD, United States District Court, District of New Jersey. C&T was lead counsel in this class action lawsuit brought behalf of approximately 90,000 purchasers and lessees of Volvo vehicles that contained allegedly defective automatic transmissions. After the plaintiffs largely prevailed on a motion to dismiss, the district court granted final approval to a nationwide settlement in March In re Philips/Magnavox Television Litig., No. 2:09-cv CCC-JAD, United States District Court, District of New Jersey. This class action was brought by consumers who alleged that a defective electrical component was predisposed to overheating, causing their televisions to fail prematurely. After the motion to dismiss was denied in large part, the parties reached a settlement in excess of $4 million. Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. 1:10-cv CAB, United States District Court, Northern District of Ohio. This case was brought on behalf of a class of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the required pre-sale authorization from the FDA. The case settled for approximately $20 million worth of benefits to class members. C&T, which represented an outpatient surgical center, was the sole lead counsel in this case. Smith v. Gaiam, Inc., No. 09-cv WYD-BNB, United States District Court, District of Colorado. C&T was co-lead counsel in this consumer case in which a settlement that provided full recovery to approximately 930,000 class members was achieved. In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 07-MDL-1817-LP, United States District Court, Eastern District of Pennsylvania. This was a consumer class action involving allegations that CertainTeed sold defective roofing shingles. The parties reached a settlement which was approved and valued by the Court at between $687 to $815 million.

110 Representative Cases Antitrust Cases Case 5:15-cv BLF Document 74-4 Filed 09/28/16 Page 49 of 49 In re TriCor Indirect Purchasers Antitrust Litig., No SLR, United States District Court, District of Delaware. C&T was liaison counsel in this indirect purchaser case which resulted in a $65.7 million settlement. The plaintiffs alleged that manufacturers of a cholesterol drug engaged in anticompetitive conduct, such as making unnecessary changes to the formulation of the drug, which was designed to keep generic versions off of the market. In re Flonase Antitrust Litig., No. 2:08-cv-3301, United States District Court, Eastern District of Pennsylvania. C&T was liaison counsel and trial counsel on behalf of indirect purchaser plaintiffs in this pending antitrust case. The plaintiffs allege that the manufacturer of Flonase engaged in campaign of filing groundless citizens petitions with the Food and Drug Administration which was designed to delay entry of cheaper, generic versions of the drug. The court has granted class certification, and denied motions to dismiss and for summary judgment filed by the defendant. A $46 million settlement was reached on behalf of all indirect purchasers a few months before trial was to commence. In re In re Metoprolol Succinate End-Payor Antitrust Litig., No. 1:06-cv-00071, United States District Court, District of Delaware. C&T was liaison counsel for the indirect purchaser plaintiffs in this case, which involved allegations that AstraZeneca filed baseless patent infringement lawsuits in an effort to delay the market entry of generic versions of the drug Toprol-XL. After the plaintiffs defeated a motion to dismiss, the indirect purchaser case settled for $11 million. In re Insurance Brokerage Antitrust Litigation, No. 2:04-cv GEB-PS, United States District Court, District of New Jersey. This case involves allegations of bid rigging and steering against numerous insurance brokers and insurers. The district court has granted final approval to settlements valued at approximately $218 million.

111 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 1 of Eric H. Gibbs (SBN ) David Stein (SBN ) GIBBS LAW GROUP LLP One Kaiser Plaza, Suite 1125 Oakland, California Telephone: (510) Facsimile: (510) ehg@classlawgroup.com ds@classlawgroup.com Joseph G. Sauder (pro hac vice) Matthew D. Schelkopf (pro hac vice) MCCUNEWRIGHT, LLP 1055 Westlakes Drive, Suite 300 Berwyn, Pennsylvania Telephone: (610) 0580 Facsimile: (909) jgs@mccunewright.com mds@mccunewright.com Co-Lead Interim Class Counsel IN RE : HYUNDAI SONATA ENGINE LITIGATION IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA I, Richard D. McCune, hereby declare as follows: Case No. 5:15-cv-1685-BLF DECLARATION OF RICHARD D. McCUNE IN SUPPORT OF PLAINTIFF S COUNSEL S MOTION FOR AWARD OF ATTORNEYS FEES AND REIMBURSEMENT OF LITIGATION EXPENSES 1. I am an attorney licensed to practice law before all of the courts of the State of California, and I am a senior partner of McCuneWright, LLP. I am in good standing with the State Bar of California. The following facts are within my personal knowledge or are based on records and files at my law firm, and, if called upon as a witness, I could and would testify competently thereto. -1- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

112 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 2 of BACKGROUND AND EXPERIENCE Richard D. McCune 1. I am a partner of McCuneWright, LLP. I obtained my J.D. from the University of Southern California in June 1987 and became a member of the California Bar in November I have more than twenty-five years of litigation and trial experience and am AV rated. Over the last decade, I have focused my practice on representing consumers in class action litigation. Prior to that, I represented Plaintiffs in a variety of complex litigation matters, with particular emphasis in auto product liability actions. 2. McCuneWright is a 12-attorney firm located in Redlands, California, representing plaintiffs in consumer fraud class actions, product liability, and other complex class action litigations in California and across the United States. 3. I have been appointed class counsel in numerous state and federal class actions. In 2010, I served as co-class counsel and co-trial counsel in a consumer fraud class action against Wells Fargo Bank, N.A., on behalf of over one million customers, in which Plaintiffs obtained a $203 million bench trial verdict. In 2011, I was class and trial class counsel in a consumer class action trial that resulted in a Plaintiffs verdict on behalf of a class of California Correct Craft, Inc., boat owners. I have been appointed class counsel in certified class actions in a number of other consumer fraud class actions, including cases against Correct Craft, Gateway Computers, Kaiser Steel Retirees Benefit Trust, Bank of America, N.A., Hewlett-Packard, American Honda Motor Co., Mazda Motors of America, Inc., and JP Morgan Chase Bank, N.A. I have been lead or co-class counsel in a very large MDL settlement against Hyundai and Kia, a $35 million settlement against Bank of America, and part of a group of attorneys that resolved overdraft cases against over a dozen of the largest banks for over $1 billion. 4. I and my firm have specialized experience in automobile product liability cases. I and my firm have been Plaintiff counsel and have successfully resolved cases against a significant number of the major automobile manufacturers, including Ford, General Motors, Chrysler, Toyota, Hyundai, Kia, Nissan, and Mitsubishi. Our firm is currently retained as special counsel by the Attorneys General of Arizona and Oklahoma to serve as co-special private counsel for those states in their actions against Volkswagen arising from Volkswagen s use of a defeat device in emissions testing. -2- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

113 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 3 of I also have extensive experience litigating against Hyundai Motor America. Our firm has litigated individual product liability cases against Hyundai Motor America, as well as being appointed one of two lead class counsel by Judge George H. Wu in a significant pending settlement against Hyundai in In re: Hyundai and Kia Fuel Economy Litigation (MDL #2024). 6. In addition, I currently serve as lead counsel in one MDL, and serve on two MDL executive committees. I was appointed as co-lead counsel by District of South Carolina Judge Bruce H. Hendricks in In re: TD Bank, N.A. Debit Card Overdraft Fee Litigation, MDL (#2613). I was appointed by Central District of California Judge James V. Selna to the Plaintiffs Personal Injury and Wrongful Death Committee In re: Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation (MDL #2151). I was appointed by Southern District of New York Judge Kenneth M. Karas to the Plaintiffs Executive Committee In re: Ford Fusion and C-Max Fuel Economy Litigation (MDL#2450). 7. McCuneWright has represented plaintiffs in consumer fraud, product liability and other complex class action litigations in California and across the United States for years. Its attorneys have experience in complex and class action litigation that includes successful litigation against virtually every major insurance company, against the largest banks in the United States, against every major American and Japanese automobile manufacturer in product liability cases, as well as against many Fortune 500 companies in consumer fraud class actions. 8. My current usual hourly fee is $825 per hour. My hourly rates on individual contingency contracts work out to significantly higher than $825 per hour. 9. The primary attorneys from McCuneWright, LLP who have worked on this matter besides me are David C. Wright, with some attorney work performed on the case by Daniel H. Chang and Joseph Kenney. In addition, non-attorney staff members Rhonda Espinosa and Jesse Royer also did some limited work on the case. David C. Wright 10. David C. Wright is a partner of McCuneWright, LLP. He obtained his J.D. from the Pepperdine University School of Law in June Mr. Wright served as a judicial clerk to the Honorable Stephen S. Trott, United States Court of Appeals for the Ninth Circuit from He -3- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

114 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 4 of became a member of the California Bar in November Mr. Wright was an associate at the law firm Morrison & Foerster from From , he served as an Assistant United States Attorney for the Central District of California, and was assigned to the Major Crimes Division prosecuting violent offenders and crimes against children. Mr. Wright has more than twenty years of litigation and trial experience. Over the last 14 years, he has focused his practice on representing plaintiffs in a variety of complex litigation matters, with particular emphasis in automotive product liability actions. 11. Mr. Wright has personally prosecuted a number of defective product cases against some of the nation's largest corporations, garnering several multi-million dollar verdicts and settlements on his clients behalf, including: $4.282 million ski boat manufacturing defect verdict; $1.5 million settlement in a ski boat design defect case; $2.25 million settlement for an SUV rollover accident; $2 million settlement for a car frame failure; $975,000 settlement for an SUV seat belt malfunction; $800,000 trial verdict brake failure in a trucking accident case; $750,000 settlement in a ski boat design defect case; and $23 million court trial award in a breach of fiduciary duty case. 12. Mr. Wright s current usual hourly fee is $825 per hour. Mr. Wright s hourly rates on individual contingency contracts work out to significantly higher than $825 per hour. Daniel H. Chang 13. Daniel Chang obtained a Bachelor of Arts degree from the University of California, Los Angeles in 1991, and received his J.D. from Golden Gate University School of Law, in 1996, where he was a Law Merit Tuition Scholar. Mr. Chang has been approved as class counsel in both federal and state court throughout California. Since 2005, and prior to joining McCuneWright, Mr. Chang s practice was primarily devoted to representing plaintiffs in class actions, including wage and hour and consumer warranty matters. Mr. Chang s practice focuses on the representation of clients in business and consumer fraud cases. -4- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

115 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 5 of Mr. Chang s current usual hourly fee is $650 per hour. Joseph B. Kenney 15. Joseph B. Kenney obtained his B.A. from Ursinus College and his J.D. from Villanova University School of Law in Mr. Kenney was admitted to practice before the Supreme Courts of Pennsylvania and New York in His practice has been exclusively representing plaintiffs in complex litigation matters, with primary emphasis in consumer class action cases. Mr. Kenney has had extensive experience in all aspects of class action litigation. 17. Mr. Kenney s current usual hourly fee is $350 per hour. Rhonda Espinosa 18. Rhonda Espinosa has worked for McCuneWright and its predecessor law firm for more than 20 years. Ms. Espinosa specializes in litigation support, graphic arts production, and trial presentation support. 19. Ms. Espinosa s current usual hourly billing rate is $225 per hour. Jesse D. Royer 20. Jesse Royer was an employee of McCuneWright specializing in litigation support and investigation. 21. Mr. Royer s usual hourly billing rate was $200 per hour. McCUNEWRIGHT S WORK IN THIS LITIGATION 22. McCuneWright s first involvement in this case came in approximately October 2014 when it began investigating complaints of Hyundai engine failures. The investigation included the technical aspects, legal aspects, and extensive communication with damaged class members. 23. Following that investigation, McCuneWright decided to commit the significant resources that would be needed to litigate this claim. 24. McCuneWright was aware and believed that this would be a heavily contested action with an unpredictable outcome. -5- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

116 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 6 of Following the investigation, McCuneWright opted to pursue the litigation of this case with co-counsel Joseph Sauder and Matthew Schelkopf, then with Chimicles & Tikellis and filed the lawsuit on behalf of Elizabeth Mendoza. 26. Following the consolidation of another case filed against Hyundai, the parties began settlement discussions, in which McCuneWright was directly involved. That involvement included settlement meetings, further investigation, and an extensive confirmatory discovery process and speaking with a number of class members. As a result, McCuneWright jointly drafted a mediation memorandum with co-counsel, and participated in a mediation session with Hon. James P. Kleinberg (Ret.) of JAMS in California on October 29, McCuneWright worked with co-counsel to draft the settlement term sheet and settlement agreement, including primary responsibility for drafting the long-form class notice, claim form, and driver pamphlet. Additionally, McCuneWright obtained and reviewed confirmatory discovery to ensure that the settlement was fair, reasonable and adequate. 28. McCuneWright also reviewed and revised the motion for preliminary approval (and supporting materials), which were filed on April 14, 2016 (see Docket Entry No. 57), and approved by the Court on July 8 (see Docket Entry No. 67). 29. In addition to its involvement to all aspects of the case, McCuneWright has been involved in the preparation of the motion for final approval of class action settlement and this fee application, and expects to have additional time in the case through final approval and administration of the settlement. McCUNEWRIGHT S TIME AND EXPENSES 30. During the time that this litigation has been pending, McCuneWright has spent considerable time working on this litigation that could have been spent on other matters. Throughout the litigation, the active prosecution of this matter has consumed a significant percentage of my billable time that could otherwise have been spent on other fee-generating work. In addition to a substantial percentage of my time, this litigation has also required considerable work by other lawyers and staff at McCuneWright that could have otherwise been spent on other fee-generating work. -6- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

117 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 7 of All of this work and time performed by McCuneWright was undertaken on a contingency basis with a risk of non-payment, as well as the risk of considerably delayed payment even if the case ultimately resulted in a favorable fee award. McCuneWright has not been paid for any of its time spent on this litigation, nor has it been reimbursed for any of its expenses incurred in this litigation. 32. In connection with this litigation, the attorneys and staff at McCuneWright have spent hours (through September 27, 2016), for a total lodestar $170, This information is derived directly from McCuneWright s time records. McCuneWright has a policy in place for timely inputting of time records, and the above time is reflected in the time records maintained by McCuneWright in the ordinary course of business. 33. The aforementioned totals do not include the lodestar for preparation and attendance at the hearing on this fee motion, the ongoing and significant time spent responding to class member communication, review of the notice and claims process, the filing of the final approval motion, preparing for and attending the final approval hearing, and overseeing the payment of claims process. 34. Further, it does not account for the lodestar for opposing any objections and appeals of the settlement if there are objections. Assuming the Court approves the settlement and there are not any appeals of the approval of the settlement, I anticipate McCuneWright s lodestar will be over $200,000 by the time any attorney fees are paid. If appeals are filed and briefed, the lodestar could easily reach $250,000. However, in order to provide the class notice of the attorney s fees sought and to avoid additional supplemental filing that would require additional notice, we have used $175,000 as the requested lodestar figure. 35. The following is the summary listing each lawyer and staff person for which McCuneWright is seeking compensation for legal services in connection with this litigation, the hours each individual has expended as of September 27, 2016, and the hourly rate at which compensation is sought for each individual. The hourly rate is the current hourly rate for each lawyer and staff: -7- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

118 Case 5:15-cv BLF Document 74-5 Filed 09/28/16 Page 8 of Attorney/Staff Hours Rate Lodestar Richard D. McCune 94.6 $ $ David C. Wright $ $86, Daniel Chang 5.4 $ $3, Joseph B. Kenney 1.5 $ $ Jesse D. Royer.9 $ $ Rhonda Espinosa.2 $ $45.00 Total $170, If the Court requires a detailed lodestar, McCuneWright will of course file it with the Court, but requests that it be filed under seal as it contains attorney client and other confidential information. 37. McCuneWright has incurred $2, in out of pocket litigation costs. I declare under penalty of perjury under the laws of the United States of America and the laws of California that the foregoing is true and correct. Executed this 27th day of September, 2016, at Redlands, California. By: Respectfully submitted, MCCUNEWRIGHT LLP /s/ Richard D. McCune Richard D. McCune Attorneys for Plaintiff and Putative Class -8- Decl. of Richard D. McCune in Support of Pls. Counsel s Mot. for Award of Attorneys Fees Case No.: 5:15-CV-1685-BLF

119 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 1 of 24 EXHIBIT A

120 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 2 of 24 McCuneWright LLP ATTORNEYS AT LAW West Coast Phone: Fax: Orange Tree Lane, Suite 216 Redlands, CA East Coast Phone: Westlakes Drive, Suite 300 Berwyn, PA 19312

121 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 3 of 24 Attorneys Richard D. McCune David C. Wright Kristy M. Arevalo Eddie Jae K. Kim Michele M. Vercoski Elaine S. Kusel Daniel H. Chang Joseph G. Sauder Matthew D. Schelkopf Joseph B. Kenney Emily J. Kirk Practice Areas Automobile Defects and False Advertising Consumer Fraud Class Actions Contingency Commercial Litigation Employee Rights Class Action General Complex Litigation Personal Injury & Wrongful Death Successes

122 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 4 of 24 Richard D. McCune, Partner Richard McCune is a partner of McCuneWright. He has 22 years of experience in representing Inland Empire and Southern California Plaintiffs in product liability, class action, serious personal injury, and business fraud cases. His trial and settlement success have resulted in his achieving the highest rating possible (AV) from Martindale-Hubbell. He is also a member of the Multi-Million Dollar Advocates Forum reserved for attorneys achieving multi-million dollar trial or settlement results for their clients. He was one of the select finalists for 2011 California Consumer Attorney of the Year. He frequently lectures at attorney conferences, where he has made presentations on banking class actions, foreclosure class actions, and automobile product liability cases. He was appointed by Judge Selna to the executive committee for the personal injury/wrongful death cases in the high profile Toyota sudden unintended acceleration litigation. As part of representing his clients, he has been featured on numerous news shows, including The Today Show and CNN, as well as quoted and interviewed for wide ranging newspapers and magazines including LA Times, Forbes, Sacramento Bee, San Bernardino Sun and The Economist. Richard McCune s successful results for his clients include a $203 million class action verdict in 2010 on behalf of the 1.14 million California Wells Fargo Bank customers for unfair bank overdraft fees. He has been involved in numerous settlements and verdicts that have generated over one million dollars for individual clients.

123 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 5 of 24 David C. Wright, Partner David Wright is a partner of McCuneWright. Prior to 2001, David was one of the elite attorneys prosecuting major crimes for the United States Attorney s Office. Since leaving the U.S. Attorney s Office in 2001, David has taken that experience as a prosecutor and successfully prosecuted numerous defective product cases against some of the nation s largest corporations. Prior to working at the U.S Attorney s Office, Mr. Wright clerked for the Honorable Stephen S. Trott, United States Court of Appeals for the Ninth Circuit. His training, experience, and trial skills in this specialized field enable him to identify, understand, and present to a jury the difficult and complicated issues of how an accident and injury occurred and how the tragic results could have been avoided by use of a safer design. As a partner at McCuneWright, Mr. Wright is the only Inland Empire attorney that focuses his practice on the representation of clients who have suffered catastrophic injury or the death of a loved one because of a dangerous product.

124 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 6 of 24 Kristy M. Arevalo, Partner As a partner at McCuneWright, Kristy Arevalo has established herself as one of the Inland Empire s top plaintiff s attorneys in the legal fields of personal injury and wrongful death, consumer fraud class actions and product liability. Ms. Arevalo is dedicated to obtaining just redress for her clients while holding individuals, corporations and entities responsible for defective and dangerous actions, products and pharmaceuticals. Ms. Arevalo has litigated and settled multiple cases involving the recalled DePuy ASR hips and is active in many multidistrict and coordinated litigations around the country involving defective drugs and medical devices, such as the DePuy Pinnacle hips, Wright Medical hips, Inferior Vena Cava (IVC) filters and Essure birth control. In addition to her mass torts practice, Ms. Arevalo handles catastrophic injury and wrongful death cases and manages the personal injury division of McCuneWright. Ms. Arevalo grew up in Southern California and graduated with honors from the University of California, Irvine. Immediately after graduating from Loyola Law School in Los Angeles, California, Ms. Arevalo joined McCuneWright. For over 14 years she has worked diligently to help those who have been injured or wronged. In addition to her busy litigation practice, Ms. Arevalo is actively involved in the Consumer Attorneys of California (CAOC) and is a graduate of CAOC s 2015 Leadership Academy. She is also involved in the Inland Empire Chapter of CAOC and the CAOC Women s Caucus. She was selected as a Super Lawyers Rising Star in 2016, an honor bestowed on less than 2% of California attorneys aged 40 and younger. Ms. Arevalo is also a regular speaker for the Association of Certified Fraud Examiners given her experience in commercial litigation.

125 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 7 of 24 Ms. Arevalo has argued in front of the California Court of Appeals and has tried multiple cases to verdict. She is currently the managing partner at McCuneWright. Ms. Arevalo will be speaking at HarrisMartin s MDL Conference on pharmaceutical and environmental mass tort litigation in Santa Barbara on March 30, She will be discussing the ongoing litigation against Essure, a potentially harmful birth control method.

126 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 8 of 24 Eddie Jae K. Kim, Partner Eddie Jae K. Kim first joined McCuneWright in He is a partner of McCuneWright. After receiving his Bachelor of Arts degree from the University of California, Berkeley, in 2001, he then attended Cornell Law School, earning his J.D. in While at Cornell, Mr. Kim was awarded the prestigious Seymour Herzog Memorial Prize for demonstrating excellence in the study of law and, in particular, commitment to public interest law. Additionally, he was Vice President of the Asian American Law Student Association. Mr. Kim s practice focuses on the representation of clients in business and consumer fraud cases.

127 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 9 of 24 Michele M. Vercoski, Partner Michele M. Vercoski first joined McCuneWright in She is a partner of McCuneWright. She received her Bachelor of Science degree from Rutgers College of Nursing in 2001, where she was a Dean s List honoree. Michele then attended Tulane University Law School earning her J.D. degree in 2004, graduating Order of the Coif and magna cum laude. While at Tulane, Michele was the recipient of the CALI Excellence for the Future Award signifying the highest grade in each of the following courses: Secured Transactions, Administrative Law and Health Law Practice Seminar. Prior to beginning her plaintiff s practice, Ms. Vercoski clerked for Judge, Steven L. Lefelt, New Jersey Superior Court, Appellate Division.

128 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 10 of 24 Elaine S. Kusel, Partner Elaine S. Kusel first joined McCuneWright in She is a partner of McCuneWright. As a nationally renowned class action attorney, she performs a significant role in the McCuneWright Consumer Fraud Class Action division. Elaine is a member of the New York Bar Association. After college, Ms. Kusel spent eight years working in the U.S. House of Representatives, where she eventually served as Legislative Director and Counsel to a Member of Congress serving on the House Commerce Committee. After graduating from law school, her practice has included fraud litigation, mass torts, and international human rights law. Among the notable cases she s prosecuted are in re Lucent Technologies Securities Litigation; Abdullahi v. Pfizer, a case in which she represented Nigerian children enrolled in a clinical trial by Pfizer without their families informed consent and Gutierrez v. Wells Fargo Bank, N.A., a case in which her work helped secure a $203 million dollar class action verdict.

129 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 11 of 24 Daniel H. Chang, Associate With over 19 years experience as an attorney, Daniel Chang has represented clients ranging from individuals and small businesses, to major banking institutions and multi-national corporations. Mr. Chang graduated with a Bachelor of Arts degree from the University of California, Los Angeles in In 1996 he received his J.D. from Golden Gate University School of Law, where he was a Law Merit Tuition Scholar. Mr. Chang has been approved as class counsel in both Federal and State Court throughout California. Since 2005, and prior to joining McCuneWright, Mr. Chang s practice was primarily devoted to representing plaintiffs in class actions, including wage and hour and consumer warranty matters. Mr. Chang s practice focuses on the representation of clients in business and consumer fraud cases.

130 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 12 of 24 Joseph G. Sauder, Partner Joseph G. Sauder, is a Partner in the East Coast office. He has successfully prosecuted cases throughout the country and over the last five years has recovered in excess of $100 million on behalf of his consumer and business clients. Since 2012, Mr. Sauder has been selected by the National Trial Lawyers Association as one of the Top 100 Trial Lawyers in Pennsylvania. Since 2011, Mr. Sauder has been selected as a Pennsylvania SuperLawyer, a distinction held by the top 5% of attorneys in PA, as chosen by their peers and through the independent research of Law & Politics. The American Lawyer Media, publisher of The Legal Intelligencer and the Pennsylvania Law Weekly, named Mr. Sauder as one of the Lawyers on the Fast Track a distinction that recognized thirty-five Pennsylvania attorneys under the age of 40 who show outstanding promise in the legal profession and make a significant commitment to their community. From 1998 to 2003, Mr. Sauder was a prosecutor in the Philadelphia District Attorney s Office where he tried hundreds of criminal cases to verdict. Mr. Sauder received his Bachelor of Science, magna cum laude in Finance from Temple University in He graduated from Temple University School of Law in 1998, where he was a member of Temple Law Review. Mr. Sauder is admitted to practice before the Supreme Courts of Pennsylvania and New Jersey, the United States Court of Appeals for the Third Circuit, the United States District Courts for the Eastern District of Pennsylvania, the Middle District of Pennsylvania, the District of New Jersey and the District of Colorado. Mr. Sauder currently serves as a lead counsel in numerous class actions related to product, construction and automotive defect cases pending throughout the country.

131 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 13 of 24 Matthew D. Schelkopf, Partner Matthew D. Schelkopf, a Partner in the East Coast office, has extensive trial and courtroom experience. Mr. Schelkopf devotes his practice to litigation, with an emphasis on class actions involving automotive defects, consumer protection, defective products and mass torts litigation. While working towards his juris doctorate, Mr. Schelkopf was an active member of the Trial Advocacy Society and an Executive Board Member of the Moot Court Honor Society. In 2000, he attended the University of Geneva Graduate Institute in Geneva, Switzerland where he studied health law and international criminal law. He was one of five students inducted into the National Order of Barristers in After graduation, Mr. Schelkopf became a criminal prosecutor with the District Attorney s Office of York County. He litigated 27 jury trials and over 50 bench trials. He quickly progressed to Senior Deputy Prosecutor where he headed a trial team responsible for approximately 300 felony and misdemeanor cases each quarterly trial term. During this period, he wrote and implemented a county handbook explaining extradition procedures used in the return of fugitives to Pennsylvania. In 2004, Mr. Schelkopf became a full-time associate with a suburban Philadelphia area law firm and focused on civil trial litigation throughout Pennsylvania and New Jersey. In 2006, he was assistant counsel in a Philadelphia County trial resulting in a $30,000, jury verdict in favor of his clients the largest state verdict recorded for that year. He has also been responsible for numerous appeals establishing a revised application of the law in both New Jersey and Pennsylvania. See C.W. v. Cooper Health

132 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 14 of 24 System, 388 N.J. 42 (NJ App. 2006) and Miller v. Ginsberg, 2005 Pa. Super 136 (Pa. Super. 2005). Mr. Schelkopf has presented oral arguments before the Pennsylvania and New Jersey appellate courts. He has served as a volunteer judge for the annual University of Pennsylvania mock trial competitions. He has organized group participation in the Habitat for Humanity foundation and currently works in a pro bono capacity with both the Montgomery Child Advocacy Project and the Legal Aid of Southeastern Pennsylvania. Outside of the office, Mr. Schelkopf enjoys spending time with his family, mountain and road biking, skiing and restoring classic automobiles. Three of his auto restorations have been featured in nationally circulated automotive publications.

133 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 15 of 24 Joseph B. Kenney, Associate Joseph B. Kenney is an Associate in the East Coast Office. Joe has experience representing consumers in class actions involving defective products, automotive defects, false and misleading advertising, and other consumer protection litigation. Joe received his J.D., cum laude, from Villanova University School of Law in He was elected as a Managing Editor of Student Works for the Jeffrey S. Moorad Journal of Sports Law for his third year of law school. As a staff writer, his comment was selected for publication in the Spring 2012 Volume of the Journal. Prior to law school, Joe attended Ursinus College where he was a member of the men s varsity soccer team. Joe is admitted to practice before the Supreme Courts of Pennsylvania and New Jersey and the United States District Courts for the Eastern District of Pennsylvania and the District of New Jersey.

134 Case 5:15-cv BLF Document 74-6 Filed 09/28/16 Page 16 of 24 Emily J. Kirk, Associate Emily has nearly 10 years of experience leading complex litigation and class actions on behalf of plaintiffs in product liability, personal injury, environmental, and business fraud cases. In one of Emily s most notable cases, she represented a small publicly-traded company against its dominant competitor in a lawsuit involving antitrust allegations. The matter resulted in a business deal and settlement under which the client received tens of millions of dollars. Emily previously served as counsel to the U.S. Senate s Committee on Governmental Affairs, Oversight of Government Management Subcommittee. She advised the subcommittee on regulatory oversight issues and reform in the areas of federal personal, homeland security, and food safety. She also helped the subcommittee negotiate and advocate for the passage of key legislative provisions. After leaving the Senate, Emily returned to her home in Southern IL where she worked for as an associate attorney for one of the region s largest plaintiff-focused firms. Emily also worked as an associate attorney in the business litigation department at Thompson Coburn LLP in downtown St. Louis, MO. In 2009, U.S. Senator Dick Durbin appointed Emily to a bipartisan screen committee that selected Stephen Wigginton as the U.S. Attorney for the Southern District of Illinois. Emily graduated from Washington University School of Law in St. Louis, MO. In addition to her litigation practice, Emily is involved in the American Bar Association Section of Litigation where she serves as an editor for the Solo and Small Firm Committee. She is also the former Chair of the Board of Directors for the Illinois YMCA Youth and Government Program, an organization she continues to volunteer with on an annual basis.