Declaration of Mark K. Gyandoh in Support of Plaintiffs' Motion for Final Approval

CASE 0:17-cv-03835-SRN-TNL Document 118 Filed 03/10/20 Page 1 of 14

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Plaintiffs,

vs. DECLARATION OF MARK K. GYANDOH ON BEHALF OF Allina Health System; the Allina Health CLASS COUNSEL IN SUPPORT System Board of Directors; the Allina Health OF PLAINTIFFS’ MOTION FOR System Retirement Committee; the Allina FINAL APPROVAL OF CLASS Health System Chief Administrative Officer; ACTION SETTLEMENT; the Allina Health System Chief Human CERTIFICATION OF Resources Officer; Clay Ahrens; John I. SETTLEMENT CLASS; Allen; Jennifer Alstad; Gary Bhojwani; APPOINTMENT OF CLASS Barbara Butts-Williams; John R. Church; REPRESENTATIVES AND CLASS Laura Gillund; Joseph Goswitz; Greg COUNSEL; APPROVAL OF PLAN Heinemann; David Kuplic; Hugh T. OF ALLOCATION; AND IN Nierengarten; Sahra Noor; Brian Rosenberg; FURTHER SUPPORT OF Debbra L. Schoneman; Thomas S. Schreier, MOTION FOR AN AWARD OF Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; ATTORNEYS’ FEES, Penny Wheeler; Duncan Gallagher; Christine REIMBURSEMENT OF Webster Moore; Kristyn Mullin; Steve EXPENSES AND CASE Wallner; John T. Knight; and John Does 1–20, CONTRIBUTION AWARDS FOR THE CLASS REPRESENTATIVES Defendants.

I, Mark K. Gyandoh, on behalf of Class Counsel, declare as follows:

1. I have personal knowledge of the facts set forth below and, if called as

witness, I could and would testify competently thereto.

2. I am a partner with the law firm of Capozzi Adler, P.C., and was formerly

counsel with the law firm of Kessler Topaz Meltzer Check, LLP (“KTMC”) during the

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litigation and settlement of this matter, and am a member in good standing of the bars of the states of Pennsylvania and New Jersey. I was the lead attorney for KTMC while there, and my current firm, in this litigation, representing Plaintiffs and the proposed Settlement

Class in the above-captioned action.

3. I, along with Class Counsel (KTMC, Bailey Glasser LLP (“Bailey Glasser”),

Izard Kindall & Raabe LLP (“Izard Kindall”), and Nichols Kaster PLLP (“Nichols

Kaster”) have been actively involved in all stages of this lawsuit, including investigating and preparing the Complaint, successfully defending against Defendants’ motion to dismiss, and settling this litigation.

The Litigation History and Settlement Negotiations

4. Following eight months of investigation, Plaintiffs Judy Larson, Janelle

Mausolf, and Karen Reese filed the Complaint on August 18, 2017.

5. Defendants moved to dismiss the Complaint on December 15, 2017 pursuant to FED. R. CIV. P. 12(b)(1) and (6), claiming that Plaintiffs did not have standing to challenge the mutual fund window used by the Plans and that they failed to state a claim for breach of fiduciary duties under ERISA for all other funds.

6. Class Counsel spent considerable time and resources opposing the motion to dismiss. Briefing on the motion to dismiss was completed on February 28, 2018 when

Defendants filed a reply brief in support of their motion to dismiss. I argued for Class

Counsel at the oral argument held on May 3, 2018. On October 1, 2018, this Court issued an opinion and order granting in part and denying in part Defendants’ motion.

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7. The settlement negotiations that led to this settlement began in earnest on

November 1, 2018 when Class Counsel submitted a written settlement demand to counsel for Defendants. Thereafter, over the next five months Class Counsel and defense counsel engaged in extensive telephonic and e-mail discussions concerning settlement. Whether by phone or email, the Parties’ discussions were thorough, encompassing each sides’ assessment of the merits of the case, including the respective strengths and weaknesses of their positions. As part of this process, the Parties exchanged information related to the aforementioned.

8. After reviewing all of the relevant information, including documents provided by counsel for Defendants, and publicly available information, Class Counsel determined maximum potential damages to the Plans of $8 million. This figure is based in large part on alleged kickbacks on investment fees that Fidelity Management Trust

Company (“FMTC”) received from non-affiliated investment managers.

9. Defendants produced documents that suggest that these monies actually offset recordkeeping and other charges to the Plans, which would reduce the potential full damages figure by at least $4 million. We reviewed the information produced by

Defendants and determined there was some merit to their position.

10. On April 5, 2019, the Parties agreed to the Settlement in principle, settling this matter for $2.425 million, representing 30.0% of the Settlement Class’s maximum potential damages. Plaintiffs did not discount the amount of the Settlement based on

Allina’s ability to pay a judgment. Several weeks of negotiations followed to finalize the terms of the Settlement Agreement. Based on the aforementioned negotiations and

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exchange of information, the Parties were able to negotiate a fair settlement that they believe to be in their respective best interests.

The Settlement Agreement

11. The Settlement Agreement was submitted to the Court on October 16, 2019 as Exhibit 1 to the Declaration of Mark K. Gyandoh in support of Plaintiffs’ Unopposed

Motion for Preliminary Approval of the Settlement Agreement [ECF 96-1] and was granted preliminary approval by this Court on November 21, 2020 [ECF 99].

12. The Settlement Agreement resolves all claims of current and former participants in the Plans since August 17, 2011. See Settlement Agreement, attached hereto as Exhibit 1, §§ 1.10 and 1.40. To effectuate the Settlement, Defendants agreed not to oppose the certification of the “Settlement Class,” defined as “all participants and beneficiaries of the Plans during the Class Period, excluding Defendants and their

Immediate Family Members to the Action.” See id. at § 1.40.

13. Under the Settlement, the Settlement Fund ($2.425 million) will be used to pay the costs to administer the Settlement, to provide notice to Settlement Class members and to pay any attorneys’ fees, expenses and Case Contribution Awards that the Court may order. Id. at §§ 8.1.1, 8.1.4, 8.2.1, 8.2.2, and 8.2.3. The Settlement Fund, up to the amount of $25,000, will also be used to pay the costs of an Independent Fiduciary who, upon review of the Settlement, will approve and authorize the Settlement in a writing to be submitted to the Court by March 27, 2020. Id. at §§ 2.6, 8.1.3. Defendants will be responsible for any fees of the Independent Fiduciary in excess of $25,000. Id. at § 8.1.3.

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14. After the payment of costs, expenses and fees described above, the

Settlement Fund will be distributed to Settlement Class members. Id. at § 8.2.3.

Settlement Class members will not have to make a claim to receive their share of the

Settlement Fund. The amount distributed to each Settlement Class member will be pro rata, based on account balances, a proxy for the alleged losses, as fully described in the

Plan of Allocation attached to the Settlement Agreement. Id. at Exhibit C. No payment to any Settlement Class member shall be smaller than ten dollars ($10.00). Any

Settlement Class Member whose payment pursuant to Section C is less than ten dollars

($10.00) shall receive a payment of ten dollars ($10.00). Plan of Allocation at Section D.

15. Current Plans’ participants will receive their share of the Settlement Fund through an electronic distribution to their Plan account. Id. at Section E. Former participants whose Final Dollar Recovery is determined to be over two hundred dollars

($200.00) will have the option to elect a rollover to a designated retirement account.

Otherwise, they and those former participants whose Final Dollar Recovery is determined to be less than two hundred dollars ($200.00) will receive a check mailed to their last known address that expires in one hundred and eighty (180) days. Id. at Section F. If any checks to former Plan participants are uncashed, the money shall be forwarded to the

Plans’ Trust for purposes of defraying administrative fees and expenses of the Plans that would otherwise have been charged to the Plans’ participants. Id. at Section I.

16. The Settlement Agreement also provides that Plaintiffs and Settlement Class members will provide a release and covenant-not-to-sue to Defendants and the other

Released Parties covering the claims that were or could have been asserted in the Action

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based on the facts alleged in the Complaint filed in this case or Defendants’ defenses to

the Plaintiffs’ claims. Settlement Agreement at §§ 3 and 4.5. The release and covenant-

not-to-sue in the Settlement does not encompass individual claims for vested benefits that

are otherwise due under the terms of the Plans.

17. Based on their years of experience, as described in the separate declarations1 being submitted on behalf of KTMC, Bailey Glasser, Izard Kindall, and Nichols Kaster,

Class Counsel believe the Settlement and Plan of Allocation to be fair, reasonable, and adequate.

18. Indeed, Class Counsel are experienced and skilled practitioners in the fields of ERISA class actions and complex litigation. See generally KTMC, Bailey Glasser, Izard

Kindall, and Nichols Kaster Declarations. My biography is attached hereto as Exhibit 6. I am chair of the Fiduciary Practice Group at my firm and have successfully handled dozens of ERISA breach of fiduciary duty class actions, including cases involving defined contribution retirement plans’ investment lineups. I have been litigating ERISA fiduciary breach lawsuits for 15 years and currently serve as lead counsel in several fiduciary breach actions across the country. As a result, I am very familiar with the cases in this field.

19. On November 21, 2019, the Court preliminarily approved the Settlement.

Effectuation of Notice

20. The Settlement Administrator, JND Legal Administration LLC (“JND”) implemented the notice program ordered by the Court, including direct mailing of the Class

1 The firm declarations of KTMC, Bailey Glasser, Izard Kindall, and Nichols Kaster are attached hereto as Exhibits 2, 3, 4, and 5, respectively.

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Notice to the Plans’ participants. See Declaration of Jennifer M. Keough Regarding Notice

Administration (“JND Declaration”) (attached hereto as Exhibit 7). On December 20,

2019, JND mailed the Class Notice to all identifiable Settlement Class Members with

known addresses; and (b) made available the Class Notice and other related Settlement

documentation on a website dedicated to the Settlement. Id. at ¶¶ 5, 9. The notice program

apprised Settlement Class members of the terms of the Settlement, and of their right to

object to any or all of the terms of the Settlement, Plan of Allocation, Case Contribution

Awards, or to Class Counsel’s motion for award of attorneys’ fees and reimbursement of litigation expenses.

21. The deadline to file objections to the proposed Settlement or attorneys’ fees is March 16, 2020. To date, only four (4) members of the Settlement Class have submitted

objections. Each of the objectors ask the Court to award Class Counsel less than the

requested attorneys’ fees and expenses. See generally ECF 101 (objection of Patricia P.

Hines); 102 (objection of Randall K. Johnson); 112 (unidentified objector); and 113

(objection of Sharon Atchley). Class Counsel addresses these objections in the contemporaneously filed Memorandum of Law in Support of Plaintiffs’ Motion for an

Award of Attorneys’ Fees, Reimbursement of Expenses, and Case Contribution Awards for the Class Representatives (“Fee Memorandum”)

22. We will advise the Court prior to the Fairness Hearing if other objections are received before the objection deadline.

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Class Counsel’s Requested Fee and Expense Awards Is Fair and Reasonable

23. As detailed in the accompanying Fee Memorandum, Class Counsel believes that Class Counsel’s request for attorneys’ fees readily meets the standards set forth in

Caligiuri v. Symantec Corp., 855 F.3d 860, 866 (8th Cir. 2017), and merits the Court’s approval.

24. This was a vigorously prosecuted case which involved considerable time and resources investigating the action, successfully opposing the motion to dismiss, and negotiating an excellent result for the Settlement Class.

25. The recovery of $2.425 million in cash was achieved through the skill, work, dedication, and effective advocacy of Class Counsel who leaned on their decades of experience with complex ERISA class actions litigation of this type.

26. As payment for services rendered in achieving such a result, Class Counsel seek an award of attorneys’ fees in the amount of $808,252.50, plus reimbursement of expenses reasonably incurred by Class Counsel. Class Counsel’s efforts since the inception of this case has been without compensation of any kind and their fee has been wholly contingent upon the result achieved.

27. In this action, attorneys’ fees equaling one-third of the Settlement Fund result in a fair and reasonable fee, especially given that the monetary result provides a benefit to the Settlement Class, and society has an interest in seeing that the wrongdoing alleged is prevented in the future.

28. Being filed concurrently as Exhibits 2 -5 hereto are declarations submitted on behalf of KTMC, Bailey Glasser, Izard Kindall, and Nichols Kaster (“Fee

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Declarations”). The Fee Declarations summarize the lodestar of each firm, including the number of hours, hourly rates, and the expenses reasonably incurred by each firm in connection with the litigation.

29. With respect to Capozzi Adler, as lead attorney for my firm I personally managed, delegated, and supervised the allocation of personnel and expenses employed by my firm in this case. We have aggressively and vigorously prosecuted this case and represented the best interests of the Plaintiffs and the participants and beneficiaries of the

Plans. Over the course of the litigation, we have incurred the following expenses:

Expense Category Amount PACER/Westlaw Research $16.01 Travel [Fairness Hearing] $922.45 Total $938.46

30. The expenses listed in above were actually incurred in the litigation of this

case as reflected in the books and records of Capozzi Adler. These books and records are

prepared from receipts, expense vouchers, check records and other documents and are an

accurate record of the expenses. These expenses were necessary to the prosecution and

settlement of the case, and are of the type that would be billed to hourly clients of the firm.

31. The firm’s hours and lodestar devoted to this matter, as of March 4, 2020,

are as follows:

Name Position Hourly Hours Lodestar Rate Mark K. Gyandoh Partner $820 61.40 $50,348.00 Linda Gussler Paralegal $250 2.20 $550.00 Totals $50,898.00

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32. The time reflected above was reasonable and necessary to effectively prosecute this case, and avoided duplication of efforts. The above table is based on my firm’s contemporaneous time records, and breaks out the hours and rates for each attorney and paralegal.

33. Details and material supporting the time records and expenses referenced in this declaration are available upon the request of the Court.

34. I reviewed the time printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time committed to the litigation. Based on this review, I believe that the time reflected in my firm’s lodestar calculation is reasonable in amount and was necessary for the effective and efficient prosecution and resolution of the litigation. Capozzi Adler litigated this case on a wholly contingent basis and the hourly rates shown for the attorneys and paraprofessionals at my firm are the current hourly rates for contingent matters. These rates are in line with rates that have been accepted by courts in other complex actions.

35. The time entries above do not include future time spent on this case to communicate with class members and monitor Defendants’ compliance with the

Settlement, among other things. Based on mine and Class Counsel’s experience with similar cases, at least 35 to 40 additional hours are expected for future interviews with an

Independent Fiduciary, communications with Settlement Class members, attendance at the Fairness Hearing, and monitoring of Defendants’ compliance with the Settlement.

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36. Class Counsel sought throughout this litigation to avoid duplication of effort by counsel. Moreover, we have reviewed our time records and eliminated certain entries in the exercise of billing judgment.

37. Additionally, the expenses incurred in this Action are commercially reasonable, and are reflected on the books and records of our firms, which are available for inspection at the Court’s request. As detailed in the Fee Declarations, most of these expenses have been incurred in computerized legal research, copy charges, printing costs, and travel costs incurred for out-of-town travel, and postal charges, messenger and overnight delivery services. Courts have typically found that such expenses are properly paid from a fund recovered by counsel for the benefit of a class.

38. In total, we have expended 1,533.60 hours in the prosecution of this Action, with a resulting lodestar of $765,541.00. The requested fee of $808,252.50 is fair and reasonable considering the risks that Class Counsel took in prosecuting this Action under the applicable standards in this and other circuits in similar cases. The total expenses requested, in the amount of $12,413.78, are also reasonable and were necessarily incurred for the successful prosecution of the Action.

39. Without the Action, it is highly unlikely that individual claimants would have had the resources to pursue claims of this magnitude. Moreover, as noted above, protecting the retirement funds of employees, and obtaining recompense when those funds are mismanaged, is in the public interest and supports the fee award sought.

40. As discussed in the accompanying Plaintiffs’ Memorandum of Law in

Support of Motion for Final Approval of Settlement Agreement and Fee memorandum,

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Class Counsel confronted and overcame a number of significant obstacles to success. As

a result of diligent efforts and their skill and expertise, Class Counsel were able to

negotiate an excellent Settlement for the Settlement Class.

Case Contribution Awards Sought for the Plaintiffs Are Reasonable

41. Plaintiffs seek an award of $5,000 for each of the three Class Representatives

for their contributions to the prosecution and Settlement of the Action. Any such awards

will be paid from the Settlement Fund.

42. Each of the Plaintiffs was instrumental in seeking relief on behalf of the Plans

and they each have been actively involved in the litigation. These individuals took time

away from other obligations in order to fulfill their obligations to the Settlement Class by:

(1) engaging counsel, reviewing the Complaint and agreeing to publicly serve as Named

Plaintiffs; (2) staying informed of the case and making themselves available at all times

to discuss the litigation; (3) providing information and documents; (4) participating

in teleconferences concerning the Action; (5) and reviewing, considering, and ultimately

approving the proposed Settlement for presentation to the Court.

43. As discussed in the accompanying Fee Memorandum, the requested case

contribution awards are supported by ample legal authority in similar cases.

44. Further, to date, no objection to the Case Contribution Awards request has

been raised. We will advise the Court if any objection is received subsequent to the date

of the objection deadline.

I declare, pursuant to 28 U.S.C. § 1746 and under penalty of perjury, that the foregoing is true and correct to the best of my knowledge, information and belief.

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Executed this 10th day of March, in Merion Station, Pennsylvania.

CAPOZZI ADLER, P.C.

/s/ Mark K. Gyandoh Mark K. Gyandoh 312 Old Lancaster Road Merion Station, PA 19066 Tel: (610) 890-0200 [email protected]

Plaintiffs’ Counsel

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CERTIFICATE OF SERVICE

I hereby certify that on this 10th day of March 2020, I electronically filed a copy of the foregoing with the Clerk of Court using the CM/ECF system which will send a

notification to all counsel of record in this Action.

/s/ Mark K. Gyandoh Mark K. Gyandoh

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EXHIBIT 1 CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 2 of 57

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 (SRN/SER) Reese, individually and on behalf of themselves and all others similarly situated,

Plaintiffs, vs.

Allina Health System; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1-20,

Defendants.

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT ("Settlement Agreement") is entered into by and between: (i) Named Plaintiffsin the above-captioned action forthemselves and on behalf of the Settlement Class and the Plans, and (ii) the Defendants.

NOW, THEREFORE, without any admission or concession on the part of the Named Plaintiffsof any lack of merit of the action whatsoever, and without any admission or concession on the part of Defendants as to the merits of the Action, it is hereby STIPULATED AND AGREED, by and among the Parties to this Settlement Agreement, through their respective attorneys, subject to approval of the Court pursuant CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 3 of 57

to the Federal Rules of Civil Procedure, in consideration of the benefitsflowing to the Parties hereto from the Settlement Agreement, that all Released Claims as against the Released Parties shall be compromised, settled, released, and dismissed with prejudice, upon and subject to the following terms and conditions:

1. DEFENITIONS

As used in this Settlement Agreement, italicized and capitalized terms and phrases not otherwise defined have the meanings provided below:

1.1. "Action" shall mean Larson, et al. v. Allina Health System, et al., Case No. 17-cv-03835 (SRN/SER) (D. Minn.), and any and all cases now or hereafter consolidated therewith.

1.2. "Agreement Execution Date" shall mean the date on which this Settlement Agreement is fullyexecuted, as provided in Section 11.12 below.

1.3. "CAFA" shall mean the Class Action FairnessAct of 2005, 28 U.S.C. §§ 1711-1715.

1.4. "CAFA Notice" shall mean notice of this proposed Settlement to the appropriate federal and state officials,as provided by CAF A.

1.5. "CAFA Notice Recipients" shall have the meaning set forthin Section 2.2.5.

1.6. "Case Contribution Awards(s)" means the monetary amount awarded by the Court to each Named Plaintiffin recognition of the Named Plaintiffs' assistance in the prosecution of this Action, for which Class Counsel may seek an amount not exceeding $5,000 per Named Plaintiff payable from the Settlement Fund. Any such Case Contribution Award shall be subject to the approval of the Court as stated in Section 10.1 below.

1. 7. "Claims" shall have the meaning set forth in Section 3.

1.8. "Class Counsel" shall mean Kessler Topaz Meltzer & Check LLP; Bailey & Glasser LLP; Izard Kindall & Raabe LLP; and Nichols Kaster, PLLP.

1.9. "Class Notice" shall mean the form of notice, attached hereto as Exhibit A, and to be attached as Exhibit 1 to the Preliminary Approval Order.

I.IO. "Class Period''shall mean August 18, 2011 through the date of the Preliminary Approval Order.

1.11. "Class Settlement Amount" shall have the meaning set forthin Section 7.2 below.

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1.12. "Company" or "Allina" shall mean Allina Health System and each Person that controls, is controlled by, or is under common control with Allina, including any of their direct and indirect parents, subsidiaries, affiliates and Representatives, as well as each of their predecessors and Successors-In-Interest.

1.13. "Complaint" shall mean the Class Action Complaint, filedon August 18, 2017.

1.14. "Court" shall mean the United States District Court for the District of Minnesota.

1.15. "Defendants" shall mean the following persons and/or entities: the Company; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight.

1.16. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, including all regulations promulgated thereunder, and court decisions interpreting ERISA, as amended or regulations promulgated thereunder.

1.17. "Fairness Hearing" shall have the meaning set forthin Section 2.2.4.

1.18. "Final" shall mean with respect to any judicial ruling or order, that the period for any appeals, petitions, motions forreconsideration, rehearing, or certiorari or any other proceedings for review ("Review Proceeding") has expired without the initiation of a Review Proceeding, or, if a Review Proceeding has been timely initiated, that there has occurred a fulland finaldisposition of any such Review Proceeding without a reversal or any material modification, including the exhaustion of proceedings in any remand and/or subsequent appeal after remand.

1.19. "Final List" shall have the meaning set forthin Section 8.3.

1.20. "Financial Institution" shall have the meaning set forth in Section 7 .1.1.

1.21. "Immediate Family Members" mean the parents, children, siblings, and spouses of any of the Defendants.

1.22. "Independent Fiduciary" shall mean the entity retained forthe purposes set forth in Section 2.6.

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1.23. "Judgment" shall mean the entry of the Court's order approving this Settlement pursuant to Fed. R. Civ. P. 23(e) in substantially the form attached hereto as Exhibit B.

1.24. "Named Plaintiffs"shall mean Judy Larson, Janelle Mausolf, and Karen Reese.

1.25. "Net Proceeds" shall have the meaning set forth in Section 8.2.4.

1.26. "Parties" shall mean the Plaintiffsand the Defendants.

1.27. "Person" shall mean an individual, partnership, corporation,governmental entity or any other formof entity or organization.

1.28. "Plaintiffs"shall mean Named Plaintiffsand each member of the Settlement Class.

1.29. "Plans" shall mean the Allina 403(b) Retirement Savings Plan and the Allina 401(k) Retirement Savings Plan, and each of their predecessor plans or successor plans, individually and collectively, and any trust created under such Plans.

1.30. "Plan of Allocation" shall mean the method of allocating settlement funds to members of the Class. It shall provide formembers of the Settlement Class who, as of the Agreement Execution Date, no longer have an account with a positive balance and are not current employees of the Company, as well as the beneficiaryof a Plan participant who, according to the records of the Recordkeeper, received a distribution of an account of a Settlement Class member that died while a participant in the Plans ("Former Participants"), to receive Settlement payments fromthe Settlement Administrator. A proposed form of the Plan of Allocation is attached hereto as Exhibit C.

1.31. "Preliminary Approval Order" shall mean the order of the Court in substantially the form attached hereto as Exhibit D, whereby the Court preliminarily approves this Settlement.

1.32. "Preliminary Approval Motion" shall have the meaning set forthin Section 2.2.

1.33. "Recordkeeper" shall mean the entity that maintains electronic records of the Plans' participants and their individual accounts.

1.34. "Released Claims" shall have the meaning set forthin Section 3.3.

1.35. "Released Parties" shall mean the Defendants (including the Company) and any Person who served as a trustee or fiduciary of any kind of the Plans (including

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functional fiduciaries), together with, foreach of the foregoing: any predecessors, Successors-In-Interest, present and formerRepresentatives, direct or indirect parents, subsidiaries and affiliates, insurers, and any Person that controls, is controlled by, or is under common control with any of the foregoing.

1.36. "Releases" shall mean the releases set forthin Section 3.

1.37. "Representatives" shall mean representatives, attorneys, agents, directors, officers, or employees.

1.38. "Settlement" shall mean the settlement to be consummated under this Settlement Agreement.

1.39. "Settlement Administrator" shall be the entity selected by Class Counsel, subject to approval by Defense Counsel as provided in Section 8.1.1.

1 .40. "Settlement Class" shall mean all current and former participants and beneficiariesof the Plans during the Class Period, excluding Defendants and their Immediate Family Members to the Action.

1.41. "Settlement Fund'' shall have the meaning set forthin Section 7.1.

1.42. "Successor-In-Interest" shall mean a Person's estate, legal representatives, heirs, successors or assigns, including successors or assigns that result fromcorporate mergers or other structural changes.

2. CONDITIONS TO FINALITY OF SETTLEMENT

This Settlement shall be contingent upon each of the followingconditions in Sections 2.1 through 2.6 being satisfied. The Parties agree that if any of these conditions is not satisfied, then this Settlement Agreement is terminated and the Action will for all purposes with respect to the Parties revert to its status as of the date the Settlement Agreement is executed. In such event, Defendants will not be deemed to have consented to the class certification order in Section 2.2, the agreements and stipulations in this Settlement Agreement concerningclass definitionor class certificationshall not be used as evidence or argument to support a motion for class certification, and Defendants will retain all rights with respect to class certification.

2.1. The Court shall approve the Settlement Class as provided for in Section 2.2.1.

2.2. Court Approval and Class Certification. The Settlement shall have been approved by the Court, as provided for in this Section, and the Court shall have entered the Judgment substantially in the form attached as Exhibit B hereto. The Parties shall

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cooperate in good faithto obtain Court approval of the Settlement including with respect to the following:

2.2.1. Class Certification. In connection with the proceedings on preliminary and final approvalof the Settlement, Named Plaintiffs shall, through Class Counsel, seek orders certifying the Settlement Class pursuant to FED. R. CIV. P. 23(b)(l) and Defendants shall consent to such certificationof the Settlement Class for purposes of this Settlement only.

2.2.2. Motion forPreliminary Approval of Settlement and of Notice. As soon as reasonably possible upon the full execution of this Settlement Agreement by the Parties, Class Counsel will filea Preliminary Approval Motion with the Court seeking entry of the Preliminary Approval Order substantially in the form attached hereto as Exhibit D, including the exhibits thereto. Defendants will not object to such motion.

2.2.3. Issuance of Class Notice. Plaintiffsshall cause notice to be provided on the date and in the manner set by the Court in its Preliminary Approval Order. Defendants shall have no responsibility fortransmittal or distribution of the Class Notice, except with respect to the cooperation required by Section 4.2.

2.2.4. The FairnessHearing. On or afterthe date set by the Court forthe final hearing pursuant to FED. R. CIV. P. 23(e)(2) (the "Fairness Hearing") the Court will determine: (i) whether to enter judgment finally approving the Settlement; and (ii) what, if any, legal fees, compensation, and expenses should be awarded to Class Counsel and to the Named Plaintiffs as contemplated by Section 10 of this Settlement Agreement.

2.2.5. Pursuant to CAFA, Defendants shall at their expense prepare and provide CAFA Notices to the appropriate governmentalagencies (the "CAFA Notice Recipients") within ten (10) calendar days after filing of the Preliminary Approval Motion. In the event that the Preliminary Approval Order provides for any modificationsto the CAFA Notices, then Defendants shall at their expense prepare and issue supplemental or amended CAFA Notices as appropriate.

2.3. Finality of Judgment. The Judgment shall have become Final.

2.4. Funding of Class Settlement Amount. The Company shall have caused the Class Settlement Amount to be deposited at the time prescribed by and otherwise as provided forin Section 7 .2.

2.5. Resolution of CAFA Objections (If Any). In the event that any of the CAFA Notice Recipientsobject to and request material modificationsto the Settlement, Named Plaintiffs agree to cooperate and work with Defendants to overcome such

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objection(s) and requested material modifications. In the event such objection(s) or requested material modifications are not overcome, Defendants shall have the right to terminate the Settlement Agreement pursuant to Section 9.

2.6. Settlement Authorized by Independent Fiduciary. At least twenty (20) days prior to the Fairness Hearing, the Independent Fiduciary shall have approved and authorized in writing the Settlement, and given a release to all of the Released Parties in its capacity as fiduciaryof the Plans for and on behalf of the Plans, on the terms set forth in Section 3, in accordance with Prohibited Transaction Class Exemption 2003-39. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement or refusesto execute the release on behalf of the Plans, then the Company shall have the option to waive this condition if so stipulated by the Parties. Such option is to be exercised in writing within the earlier of (i) ten (10) days afterthe Parties' receipt of the Independent Fiduciary's written determination or (ii) three (3) days prior to the date set forthe Fairness Hearing, unless otherwise agreed by the Parties. The Parties shall comply with reasonable requests made by the Independent Fiduciary. A copy of the Independent Fiduciary determination letter shall be provided to Class Counsel who may file it with the Court in support of Final approval of the Settlement.

3. RELEASES

3 .1. Releases. Subject to Section 9 herein, effectiveupon the date that Judgment is Final, the followingReleases shall be effective:

3.2. Named Plaintiffsand each member of the Settlement Class ( on behalf of themselves and the Plans) absolutely and unconditionally release and forever discharge the Released Parties fromReleased Claims that the Named Plaintiffs, or the Settlement Class, directly, indirectly, derivatively, or in any other capacity ever had, now have or hereaftermay have, except that the release under this Section 3.1 shall not include claims relating to the covenants or obligations set forthin this Settlement Agreement. Also, the formof the Judgment attached at Exhibit B to this Settlement Agreement shall provide that, effective upon entry of the Judgment by the Court, Named Plaintiffsand all other members of the Settlement Class and the Plans shall be permanently and finallyenjoined, without the necessity of Defendants posting a bond, fromcommencing or prosecuting any actions or other proceedings asserting any of the Released Claims either directly, indirectly, derivatively, or in any other capacity, against any of the Released Parties:� Plaintiffs acknowledge that if the Independent Fiduciary approves the Settlement, the release will include the Plans' claims as well as the claims of the Settlement Class.

3.3. Released Claims. The Released Claims shall be any and all past, present, and future claims of any nature whatsoever (including claims for any and all losses, damages, unjust enrichment, attorneys' fees, disgorgement, litigation costs, injunction, declaration, contribution, indemnification or any other type or nature of legal or equitable

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relief), accrued or not, known or unknown, by or on behalf of the Plans, the Named Plaintiffs, and each and every member of the Settlement Class, and their respective heirs, beneficiaries, executors, administrators, past and present parties, agents, attorneys, and assigns that: (a) involve the selection or monitoring of the Plans' investments or the Plans' feesor the disclosures made to participants; or (b) arise out of the Action or are in any way related to any of the acts, omissions, facts, matters, transactions, or occurrences alleged in the Complaint. With respect to the Released Claims, it is the intention of the Parties and all other members of the Settlement Class and the Plans to expressly waive to the fullest extent of the law: (a) the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favorat the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party"; and (b) the provisions, rights and benefitsof any similar statute or common law of any other jurisdiction that may be, or may be asserted to be, applicable. This release does not include any claims that the Named Plaintiffs or the Settlement Class have for vested benefitsunder the terms of the Plans.

3.4 Dismissal With Prejudice. The Action and all Released Claims shall be dismissed with prejudice.

3.5 Defendants (or their Successor-In-Interest) shall conclusively, absolutely, unconditionally, irrevocably, and foreverrelease and discharge the Named Plaintiffs and Class Counsel from all Claims of Defendants related to the institution or prosecution of the Action.

4. COVENANTS

The Parties covenant and agree as follows:

4.1. Taxation of Class Settlement Amount. Plaintiffs acknowledge that the Released Parties have no responsibility for any taxes due on fundsdeposited in or distributed from the Settlement Fund or that the Plaintiffs or Class Counsel receive from the Class Settlement Amount. Plaintiffs further acknowledge that any such tax payments, and any professional, administrative or other expenses associated with such tax payments, shall be paid out of the Settlement Fund, as set forthmore fully in Section 7 .1.2 below. Nothing herein shall constitute an admission or representation that any such taxes will or will not be due.

4.2. Cooperation. The Company shall cooperate with Class Counsel by using reasonable effortsto provide, to the extent reasonably accessible, information to identify members of the Settlement Class and to implement the Plan of Allocation.

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4.2.1. The Company shall request the Recordkeeper to provide to the Settlement Administrator within ten ( 10) days of entry of the Preliminary Approval Order: ( 1) the names and last known addresses of members of the Settlement Class, as compiled fromreasonably accessible electronic records maintained by the Recordkeeper; (2) the social security numbers of Settlement Class members in order for the Settlement Administrator to performa National Change of Address search to update out-of-date addresses; and (3) Plan participant data necessary to performcalculations pursuant to the Plan of Allocation.

4.2.2. The Settlement Administrator shall use the informationprovided through this Section to compile a "Preliminary List" of members of the Settlement Class forpurposes of sending the Class Notice and calculating payments pursuant to the Plan ofAllocation.

4.2.3. Class Counsel and their agents will use any information provided by the Company pursuant to the Section 4.2 solely forthe purposeof providing notice and administering this Settlement and for no other purpose, and will take all reasonable and necessary steps as required by law to maintain the security and confidentialityof this information.

4.3 The Parties shall reasonably cooperate with each other to effectuatethis Settlement, including with respect to the Plan ofAllocation, and shall not do anything or take any position inconsistent with obtaining a prompt Judgment approving the Settlement unless expressly permitted by this Settlement Agreement. The Parties shall suspend any and all effortsto prosecute and to defendthe Action pending entry of the Judgment or, if earlier, termination of the Settlement Agreement.

4.4 Except as provided in Section 4.2.1 above, any costs, fees, and expenses incurred by third parties, including the reasonable costs, fees, and expenses incurred by any third-party Recordkeeper in providing the cooperation as set forth herein, including in Section 4.2, shall be paid out of the Settlement Fund.

4.5 Covenant Not to Sue. Subject to Section 9 herein, Plaintiffsand the members of the Settlement Class covenant and agree: (i) not to file against any Released Partyany Claim based on, relating to, or arising fromany Released Claim; and (ii) that the foregoingcovenants and agreements shall be a complete defense to any such Claims against any of the respective Released Parties. These Parties acknowledge that any Class Member who violates this Covenant will be liable forall costs and fees, including attorneys' fees, the Released Parties may incur in defending against any action subject to this Covenant.

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5. REPRESENTATION AND WARRANTIES

5.1. Parties' Representations and Warranties. The Parties, and each of them, represent and warrant as follows, and each Partyacknowledges that each other Partyis relying on these representations and warranties in entering into this Settlement Agreement:

5. 1. 1 . That they have diligently prepared the case pursuant to the Court's orders; that they are voluntarily entering into this Settlement Agreement as a result of arm's-length negotiations among their counsel; that in executing this Settlement Agreement they are relying solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel, concerningthe nature, extent, and duration of their rights and claims hereunder and regarding all matters which relate in any way to the subject matter hereof; and that, except as provided herein, they have not been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoingmatters by any Party or by any Person representing any Partyto this Settlement Agreement. Each Party assumes the risk of mistake as to factsor law.

5.1.2. That they have carefullyread the contents of this Settlement Agreement, and this Settlement Agreement is signed freely by each Person executing this Settlement Agreement on behalf of each of the Parties. The Parties, and each of them, furtherrepresent and warrant to each other that he, she, or it has made such investigation of the facts pertaining to the Settlement, this Settlement Agreement, and all of the matters pertaining thereto, as he, she, or it deems necessary.

5.2. Signatories' Representations and Warranties. Each Person executing this Settlement Agreement on behalf of any other Person does hereby personally represent and warrant to the other Parties that he or she has the authority to execute this Settlement Agreement on behalf of, and fully bind, each principal whom such individual represents or purportsto represent.

6. NO ADMISSION OF LIABILITY.

6.1. The Parties understand and agree that this Settlement Agreement embodies a compromise settlement of disputed claims, and that nothing in this Settlement Agreement, including the furnishingof consideration forthis Settlement Agreement, shall be deemed to constitute any findingthat any party had a fiduciarystatus under BRISA, or any wrongdoing by any of Defendants, or give rise to any inferenceof fiduciarystatus under ERISA or wrongdoing or admission of wrongdoing or liability in this or any other proceeding. This Settlement Agreement and the payments made hereunder are made in compromise of disputed claims and are not admissions of any liability of any kind,

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whether legal or factual. Defendants specifically deny any such liability or wrongdoing and state that they are entering into this Settlement Agreement to eliminate the burden and expense of furtherlitigation. Further, the Named Plaintiffs, while believing that all Claims brought in the Action have merit, have concluded that the terms of this Settlement Agreement are fair,reasonable, and adequate to the Plans, themselves and members of the Settlement Class given, among other things, the inherent risks, difficulties and delays in complex ERISA litigation such as this. Neither the factnor the terms of this Settlement Agreement shall be used or offeredor received in evidence in any action or proceeding for any purpose, except in an action or proceeding to enforce this Settlement Agreement or arising out of or relating to the Judgment.

7. THE SETTLEMENT FUND, DELIVERIES INTO THE SETTLEMENT FUND

7.1. The Settlement Fund.

7 .1.1. Within ten (10) business days after entry of the Preliminary Approval Order, Class Counsel shall establish at a financialinstitution (the "Financial Institution") a settlement fundaccount (the "Settlement Fund'') which shall be considered a common fund created as a result of the Action. Class Counsel shall designate at least one person with signature authority over this account (the "Signer"), and shall direct the Financial Institution to make distributions fromthe Settlement Fund only in accordance with this Settlement Agreement upon written direction fromthe Signer. For the avoidance of doubt, the Financial Institution shall be instructed that, absent a Court order, no fundsare to be paid or withdrawn from the Settlement Fund except pursuant to Section 8 and Section 9 of this Settlement Agreement (and the Sections of this Settlement Agreement explicitly cross-referenced therein) or, upon termination of this Settlement Agreement, pursuant to Section 9 of this Settlement Agreement. Counsel forPlaintiffs and Defendants shall agree on the formand terms of an escrow agreement consistent with this Settlement Agreement. Once such escrow account is established, Class Counsel shall promptly notify the other Parties of the date of the establishment of the Settlement Fund.

7 .1.2. The Settlement Fund shall bear interest to the extent possible and shall be invested only in United States Treasury securities and/or securities of United States agencies backed by the fullfaith and credit of the United States Treasury, repurchase agreements collateralized by such securities, and mutual fundsor money market accounts that invest exclusively in the foregoing securities. The Settlement Fund shall be structured and managed to qualifyas a Qualified Settlement Fund under Section 468B of the InternalRevenue Code and Treasury regulations promulgated thereunder and shall make tax filingsand provide reports to Counsel fortax purposes. The Parties shall not take a position in any filingor

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beforeany tax authority inconsistent with such treatment. The Settlement Fund will pay any federal,state, and local taxes that may apply to the income of the Settlement Fund. The Financial Institution or the Settlement Administrator shall arrange for the preparation and filing of all tax reports and tax returns required to be filed by the Settlement Fund and for the payment fromthe Settlement Fund of any taxes owed, and will upon request send to Class Counsel copies of all such filingsand receipts of payment in a timely manner. The Financial Institution or the Settlement Administrator shall be authorized to retain a certifiedpublic accounting firmfor those purposes. All taxes on the income of the Settlement Fund and tax-related expenses incurred in connection with the taxation of the Settlement Fund shall be paid solely out of the Settlement Fund, shall be considered a cost of administration of the Settlement, and shall be timely paid without furtherorder of the Court. The Financial Institution or the Settlement Administrator shall arrange forthe preparation and issuance of any required Forms 1099 to Persons receiving payments from the Settlement Fund foradministrative services, and costs incurred in connection therewith also shall be paid solely out of the Settlement Fund, shall be considered a cost of administration of the Settlement, and shall be timely paid by the Settlement Fund without furtherorder of the Court. Costs or expenses of opening or closing the Settlement Fund, and all feesand expenses of the Financial Institution, and of the professionaladvisors specified above in this section who are engaged by the Financial Institution in connection with the Settlement Fund, shall be funded solely fromthe Settlement Fund, and Plaintiffsexpressly acknowledge that Defendants have no responsibility for any such fees or expenses.

7 .2. The Class Settlement Amount. In consideration of all of the promises and agreements set forthin this Settlement Agreement, the Company will cause to be deposited into the Settlement Fund $2.425 million, which shall be the Class Settlement Amount as follows: Within fourteen (14) days after the entry of the Preliminary Approval Order, $200,000 in United States currency; within fifteen(15) business days afterthe entry of Judgment becomes Final, the Company will cause to be deposited into the Settlement Fund the remaining sums in United States currency. In no event shall the Settlement Fund be required to exceed the Class Settlement Amount, and in no event shall the Company or any of Defendants be required to make payments or incur any expenses in excess of this amount. In no event shall any Defendant other than the Company be required to make payments or incur any expenses under this Settlement Agreement except as expressly set forth herein. The Class Settlement Amount shall be the only amount paid by Defendants under this Settlement Agreement, and Defendants shall not be obligated to make any other payments under this Settlement Agreement or in connection with this Settlement including, but not limited to any payments that any of the Plaintiffsmay claim they are entitled to under the current, former,or futurePlans as a result of this Settlement or any Plaintiffs'recovery under this Settlement.

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7 .3. All funds held in the Settlement Fund shall be deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds are distributed or are returned to the persons paying the same pursuant to the Final Judgment and Settlement Agreement.

8. PAYMENTS FROM THE SETTLEMENT FUNDS

8.1. Disbursements fromSettlement Fund prior to Settlement becoming Final. Class Counsel, subject to the approval of the Company, which approval shall not be unreasonably withheld, shall direct the Financial Institution to disburse money fromthe Class Settlement Fund as follows:

8.1.1. Expenses of Class Notice. Afterentry of the Preliminary Approval Order, the Financial Institution shall be directed in writing to disburse from the Settlement Fund an amount sufficient for the payment of costs of the Class Notice. Class Counsel may select a Settlement Administrator to assist with Class Notice and administration of the Settlement; the Company shall agree to the selection, which agreement shall not unreasonably be withheld. The Settlement Administrator shall enter into a confidentialityagreement and informationsecurity agreement, both of which shall be satisfactory to the Company, as well as the Protective Order entered in this Action, to adequately protect informationprovided to the Settlement Administrator relating to the Settlement. The Settlement Administrator shall make reasonable and customary efforts to locate and provide notice to all Settlement Class members. Any costs, expenses, or feesincurred in connection with the administration of this Settlement shall be paid out of the Settlement Fund.

8.1.2. For taxes and expenses of the Settlement Fund as provided in Section 7 .1.2 herein.

8.1.3. For fees and expenses of the Independent Fiduciary. The Financial Institution shall be directed to disburse money from the Settlement Fund to pay the reasonable fees and expenses of the Independent Fiduciary (which shall include any attorneys' feesof the Independent Fiduciary) retained pursuant to Section 2.6 in an amount not to exceed twenty-fivethousand dollars in United States currency ($25,000.00). To the extent the Company pays any costs, fees or expenses to the Independent Fiduciary before proceeds fromthe Settlement Fund are available for distribution, the Financial Institution shall be directed to reimburse the Company for such amounts, but in no case shall such reimbursement be more than $25,000.00. Any additional amounts owed to the Independent Fiduciary shall be the responsibility of the Company.

8.1.4. For costs and expenses of the Settlement Administrator in implementing the Plan ofAllocation and otherwise administering the Settlement.

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The Financial Institution shall be directed to disburse money fromthe Settlement Fund to pay these expenses.

8.1.5. For costs and expenses incurred by the Recordkeeper (or Authorized Administrator) in implementing this Settlement. To the extent that the Company is responsible forpaying these costs, it will have the right to recover any sums paid from the Settlement Fund.

8.1.6. The Case Contribution Awards, Plan of Allocation, and award of attorneys' feesand expenses as described in Section 10.1 and 10.2 are matters separate and apart from the Settlement between the Parties, and no decision by the Court or any other court concerning the Case Contribution Awards, the Plan of Allocation, or award of attorneys' fees and expenses shall affectthe validity of the Settlement Agreement, the releases or covenants granted herein, or the finality of the Settlement.

8.2. Upon the Settlement becoming Final, Class Counsel shall direct the Financial Institution to disburse money fromthe Class Settlement Fund as follows:

8.2.1. For Attorneys' Fees and Expenses. As provided in Section 10.2 herein and approved by the Court.

8.2.2. For Named Plaintiffs' Case Contribution Awards. As provided in Section 10.2 herein and approved by the Court.

8.2.3. Implementation of the Plan of Allocation. Class Counsel shall propose to the=Court a Plan of Allocation, in substantial conformityto the one attached hereto as Exhibit C, which shall provide for the calculation, allocation, and distribution of the Settlement Fund net of the disbursements called forin Sections 8.1 and 8.2 ("Net Proceeds"). The Settlement Administrator shall be exclusively responsible and liable for calculating the amounts payable to the members of the Settlement Class pursuant to the Plan of Allocation, except to the extent any liability or claims related to the calculation of amounts payable arise from knowingly inaccurate data as provided by Defendants. Upon the Judgment becoming Final as provided in Section 2.3, and after the amounts payable pursuant to Sections 8.1 and 8.2 have been disbursed, or, in the case of futureexpenses such as those set forthin 7 .1.2, set aside and withheld, Class Counsel shall direct the Financial Institution to disburse the Net Proceeds as provided by this Settlement Agreement and the Plan of Allocation. The Recordkeeper or any other entity with appropriate authority under the Plans (an "Authorized Administrator"), shall allocate to members of the Settlement Class who are not Former Participantsany Net Proceeds received by the Trust as calculated by the Settlement Administrator according to the Plan of Allocation, documentation of which Class Counsel shall direct the Settlement Administrator to provide to the Authorized Administrator

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pursuant to the Plan of Allocation no later than the distribution of the Net Proceeds. The Settlement Administrator shall promptly notify Class Counsel as to the date( s) and amounts( s) of said allocation( s) made to members of the Settlement Class who are not Former Participants. The Settlement Administrator shall be responsible for distributing Net Proceeds allocated to the Former Participants as provided by the Plan of Allocation, as well as to comply with all tax laws, rules, and regulations and withholding obligations with respect to Former Participants. Defendants shall have no liability related to the structure or taxability of such payments. In the event that the Company or Recordkeeper incurs obligations for the implementation of the Plan of Allocation with respect to Former Participants in connection with distributions, calculations, tax withholdings, tax reporting or notifications, or reopening former participantaccounts in order forthe Net Proceeds to be distributed to Former Participants, because the Settlement Administrator is not able to distribute the settlement proceeds to Former Participantsas provided herein, the Company or Recordkeeper shall be entitled to reimbursement from the Settlement Fund for the reasonable costs and expenses, including from the retention of a third-party vendor, of implementing the Plan of Allocation. Nothing herein shall constitute approval or disapproval of the Plan of Allocation by Defendants, and Defendants shall have no responsibility or liability for the Plan of Allocation and shall take no position foror against the Plan of Allocation.

8.2.4. The Net Proceeds distributed to the Plans' trust pursuant to the Plan of Allocation shall constitute "restorative payments" within the meaning of Revenue Ruling 2002-45 for all purposes.

8.3. Final List of Settlement Class Members. Prior to the disbursement of Net Proceeds to the Plans, the Settlement Administrator shall provide to the Trustee, the Company, and Class Counsel a Final List of members of the Settlement Class, in electronic format, to whom the Net Proceeds will be distributed in accordance with the Plan of Allocation. The Final List shall be final, and only persons on the list, or beneficiaries as provided in Section 1.28, shall be eligible to receive any recovery from this Settlement.

8.4. Afterthe distribution of Net Proceeds to the Plans' trust and allocation of the Net Proceeds pursuant to the Plan of Allocation, amounts allocable to members of the Settlement Class who cannot be located or otherwise receive their Settlement payment shall be forwardedto the Plans' trust and then be subject to the Plans' forfeiture provisions, if any, at the time of receipt by the Trust.

8.5. Payments in the Event of Termination. If the Settlement Agreement is terminated forany reason, neither Plaintiffsnor Class Counsel shall have any obligation to reimburse the Settlement Fund forcosts incurred for the Class Notice, or other costs or

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expenses of the Settlement Fund incurred by the Settlement Fund under this Settlement Agreement before termination.

9. TERMINATION OF THE SETTLEMENT AGREEMENT

9 .1. Termination. This Settlement Agreement shall terminate if: (a) if and when any condition specified in Section 2 of this Settlement Agreement is not satisfied, or (b) the Judgment does not become Final. Notwithstanding the foregoing, this Settlement Agreement shall not terminate because a court of competent jurisdiction modifies, reverses, or refuses to enter any order relating to the award of attorneys' fees and expenses or compensation for the Named Plaintiffs. If within thirty-one (31) days after the date when any reversal or modification which would cause this Settlement Agreement to terminate becomes Final the Parties have not agreed in writing to proceed with all or part of the Settlement Agreement in light of such ruling, then this Settlement Agreement shall automatically terminate and thereupon become null and void, except as otherwise provided herein.

9.2. Consequences of Termination of the Settlement Agreement. If the Settlement Agreement is terminated, the followingshall occur:

9.2.l. Class Counsel and counsel forDefendants shall within ten (10) days after the date of termination of the Settlement Agreement jointly notify the Financial Institution in writing to return to the Company, or its designee, the full amount contained in the Settlement Fund, with all net income earned thereon, after deduction of any amounts earlier disbursed and/or incurred on the Settlement as of the termination, and direct the Financial Institution to effectsuch return within fourteen (14) days after such notification. Prior to the returnof amounts contemplated by this Section 9 .2.1, the Financial Institution shall fully and finally fulfilland set aside for any and all tax obligations of the Settlement Fund as set forthin Section 7 .1.2 and the Company shall have no past, present, or future liability whatsoever forany such tax obligations.

9.2.2. The Action shall for all purposes with respect to the Parties revert to its status as of the date of this Settlement Agreement.

9.2.3. All provisions of this Settlement Agreement shall be null and void except as otherwise provided herein.

10. ATTORNEYS' FEES AND EXPENSES

10.1. Application forAttorneys' Fees and Expenses and Named Plaintiffs' Case Contribution Awards. Pursuant to the common funddoctrine and/or any applicable statutory feeprovision, Class Counsel may apply to the Court foran award to Class Counsel, of attorneys' feesand reimbursement of expenses, to be paid solely fromthe

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Settlement Fund. Class Counsel also may apply to the Court for compensation to Named Plaintiffsfor their contributions to the Action, and Named Plaintiffsshall be entitled to receive such compensation fromthe Settlement Fund to the extent awarded by the Court.

10.2. Disbursement of Attorneys' Fees and Expenses and Named Plaintiffs' Case Contribution Awards. Following (a) the entry of an order allowing payment of attorneys' feesand expenses and Named Plaintiffs' Case Contribution Awards, (b) Judgment becoming Final; and (c) the Company causes the finalportion of the class settlement amount to be contributed to the Settlement Fund (as discussed in Section 7.2), the Signer shall instruct the Financial Institution in writing to disburse the payments set forth in clause (a) fromthe Settlement Fund, which the Financial Institution shall do within five (5) business days of receiving such direction.

11. MISCELLANEOUS PROVISIONS

11.1. GoverningLaw. This Settlement Agreement shall be governed by the laws of the State of Minnesota without giving effectto the conflictof laws or choice of law provisions thereof, except to the extent that the law of the United States governsany matter set forth herein, in which case such federallaw shall govern.

11.2. Amendment. Beforeentry of the Judgment, the Settlement Agreement may be modifiedor amended only by written agreement signed by or on behalf of all Parties. Following entry of the Judgment, the Settlement Agreement may be modified or amended only by written agreement signed by or on behalf of all Parties and approved by the Court.

11.3. Waiver. The provisions of this Settlement Agreement may be waived only by an instrument in writing executed by the waiving party. The waiver by any party of any breach of this Settlement Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Settlement Agreement.

11.4. Construction. None of the Parties hereto shall be considered to be the drafter of this Settlement Agreement or any provision hereof for the purposeof any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof.

11.5. Principles of Interpretation. The following principles of interpretation apply to this Settlement Agreement:

11.5.1. Headings. The headings of this Settlement Agreement are for reference purposes only and do not affectin any way the meaning or interpretation of this Settlement Agreement.

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11.5.2. Singular and Plural. Definitionsapply to the singular and plural forms of each term defined.

11.5 .3. Gender. Definitionsapply to the masculine, feminine,and neuter genders of each term defined.

11.5.4. Referencesto a Person. Referencesto a Person are also to the Person's permitted successors and assigns.

11. 5 .5. Terms of Inclusion. Whenever the words "include," "includes," or "including" are used in this Settlement Agreement, they shall not be limiting but rather shall be deemed to be followedby the words "without limitation."

11.6. Further Assurances. Each of the Parties agrees, without further consideration, and as part of finalizing the Settlement hereunder, that they will in good faith execute and deliver such other documents and take such other actions as may be necessary to consummate and effectuatethe subject matter and purpose of this Settlement Agreement.

11.7. Survival. All representations, warranties and covenants set forthin this Settlement Agreement shall be deemed continuing and shall survive the termination or expiration of this Settlement Agreement.

11.8. Notices. Any notice, demand, or other communication under this Settlement Agreement (other than the Class Notice, or other notice given at the direction of the Court) shall be in writing and shall be deemed duly given upon receipt if it is addressed to each of the intended recipients as set forth below and personally delivered, sent by registered or certifiedmail (postage prepaid), sent by confirmed facsimile,or delivered by reputable express overnight courier:

IF TO NAMEDPLAINTIFFS:

Mark K. Gyandoh KESSLER TOPAZ MELTZER & CHECK LLP 280 King of Prussia Road Radnor, PA 19087

IF TO DEFENDANTS:

Stephen P. Lucke Paul J. Ondrasik, Jr. Andrew Holly Eric G. Serron DORSEY & WHITNEY LLP STEPTOE & JOHNSON LLP 50 South Sixth Street, Suite 1500 1330 Connecticut Ave., NW Minneapolis, MN 55402 Washington, DC 20036

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Any Party may change the address at which it is to receive notice by written notice delivered to the other Parties in the manner described above.

11.9. Entire Agreement. This Settlement Agreement contains the entire agreement among the Parties relating to this Settlement. It specificallysupersedes any settlement terms or settlement agreements relating to the Defendants that were previously agreed upon orally or in writing by any of the Parties.

11.10. Counterparts. This Settlement Agreement may be executed by exchange of faxed executed signature pages, and any signature transmitted by facsimilefor the purpose of executing this Settlement Agreement shall be deemed an original signature for purposes of this Settlement Agreement. This Settlement Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

11.11. Binding Effect. This Settlement Agreement binds and inures to the benefit of the Parties hereto, their assigns, heirs, administrators, executors, and successors.

11.12. Agreement Execution Date. The date on which the finalsignature is affixedbelow shall be the Agreement Execution Date.

11.13. Confidentialityand Communications Regarding Settlement and this Action. The terms of the Settlement shall remain confidentialuntil the Preliminary Approval Motion is filed.

11.14. Destruction/Returnof Confidential Information. Within sixty ( 60) days afterthe Judgment becomes Final, Named Plaintiffsshall fullycomply with paragraph 12 of the Stipulated Protective Order entered in this case. Further, the Parties agree that the Preliminary List is deemed confidential pursuantto the Protective Order, and that the Parties shall have the right to continue to designate documents provided to any party in connection with this Settlement Agreement as Confidential pursuant to the Protective Order.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement on the dates set forth below.

For Plaintiffs:

Step Mark K. Gyandoh October 14, 2019

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Andrew Holly KESSLER TOP AZ MELTZER & DORSEY & WHITNEY LLP CHECK LLP 50 South Sixth Street, Suite 1500 280 King of Prussia Road Minneapolis, MN 55402 Radnor, PA 19087 BAILEY GLASSER LLP Paul J. Ondrasik, Jr. Gregory Y. Porter Eric G. Serron Mark G. Boyko STEPTOE & JOHNSON LLP 8012 Bonhomme Avenue, Suite 300 1330 Connecticut Ave., NW Clayton, MO 63105 Washington, DC 20036 IZARD KINDALL & RAABE LLP Counsel for Defendants Robert A. Izard Mark P. Kindall Douglas Needham 29 South Main Street, Suite 305 West Hartford, CT 06107

NICHOLS KASTER PLLP Kai H. Richter Carl F. Engstrom 4600 IDS Center 80 S 8th Street Minneapolis, MN 55402

Counsel/or Plaintiffs

20 CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 22 of 57

EXHIBIT A CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 23 of 57 UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 (SRN/SER) Reese, individually and on behalf of themselves and all others similarly situated,

Plaintiffs, vs.

Defendants.

NOTICE OF CLASS ACTION SETTLEMENT

A federal court has authorized this Notice. This is not a solicitation from a lawyer.

PLEASE READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR RIGHTS

This Notice contains summary information with respect to the Settlement. The complete terms and conditions of the Settlement are set forth in a Settlement Agreement (“Settlement Agreement”). Capitalized terms used in this Notice, but not defined in this Notice, have the meanings assigned to them in the Settlement Agreement. The Settlement Agreement, and additional information with respect to this lawsuit and the Settlement is available at an Internet site dedicated to the Settlement, www.AllinaERISAsettlement.com.

The Court in charge of this case is the United States District Court for the District of Minnesota. The persons who sued on behalf of themselves and the Plans are called the “Named Plaintiffs,” and the people they sued are called “Defendants.” The Named Plaintiffs are Judy Larson, Janelle Mausolf, and Karen Reese. The Defendants are Allina Health System; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; and John T. Knight. The Action is known as Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.).

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 1 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 24 of 57 YOUR LEGAL RIGHTS AND OPTIONS UNDER THE SETTLEMENT YOU ARE NOT REQUIRED TO If the Settlement is approved by the Court and you are a member of the Settlement Class, you will not FILE A CLAIM IF YOU ARE need to file a claim in order to receive a Settlement payment if you are entitled to receive a payment ENTITLED TO A PAYMENT under the Settlement Agreement. UNDER THE SETTLEMENT AGREEMENT. HOW SETTLEMENT If you are currently participating or have an account balance in the Plans and are a Settlement Class PAYMENTS WILL BE member, any share of the Net Proceeds to which you are entitled will be deposited into your Plan DISTRIBUTED. account. If you are a Former Participant (i.e., no longer a participant in either of the Plans) but are a Settlement Class member whose calculated share of the Net Proceeds, hereafter referred to as the “Entitlement Amount,” is determined to be Two Hundred Dollars ($200.00) or more, you will be given the option to either roll over your distribution amount to an eligible individual retirement account or other eligible employer plan, or receive payment directly by check. If you are a Former Participant and a Settlement Class member whose Entitlement Amount is determined to be less than Two Hundred Dollars ($200.00), such funds shall be paid directly to you by the Settlement Administrator. YOU MAY OBJECT TO THE If you wish to object to any part of the Settlement, you may (as discussed below) write to the Court and SETTLEMENT BY the attorneys for the Parties about why you object to the Settlement. ______. YOU MAY ATTEND THE If you submit a written objection to the Settlement to the Court and counsel before the Court-approved FAIRNESS HEARING TO BE deadline, you may (but do not have to) attend the Fairness Hearing about the Settlement and present HELD ON your objections to the Court. You may attend the Fairness Hearing even if you do not file a written ______. objection, but you will only be allowed to speak at the Fairness Hearing if you file a written objection in advance of the Fairness Hearing AND you file a Notice of Intention To Appear, as described in the answer to Question 16 in this Notice. • These rights and options—and the deadlines to exercise them—are explained in this Notice. • The Court still has to decide whether to approve the Settlement. Payments will be made only if the Court approves the Settlement and that approval is upheld in the event of any appeal. Further information regarding this litigation and this Notice may be obtained by contacting the following Class Counsel:

Mark K. Gyandoh, Esq. KESSLER TOPAZ MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087 Telephone: (610) 667-7706 Facsimile: (610) 667-7056

Class Counsel has established a toll-free phone number to receive your comments and questions: XXX-XXX-XXXX. You may also send an email to [email protected]. You should contact Class Counsel with any questions regarding this Settlement, not the Court, Allina or counsel for the Defendants. WHAT THIS NOTICE CONTAINS SUMMARY OF SETTLEMENT ...... 3 BASIC INFORMATION ...... 3 1. WHY DID I GET THIS NOTICE PACKAGE? ...... 3 2. WHAT IS THE ACTION ABOUT? ...... 3 3. WHY IS THIS CASE A CLASS ACTION? ...... 4 4. WHY IS THERE A SETTLEMENT? ...... 5 5. HOW DO I KNOW WHETHER I AM PART OF THE SETTLEMENT? ...... 5 THE SETTLEMENT BENEFITS—WHAT YOU GET ...... 5 6. WHAT DOES THE SETTLEMENT PROVIDE? ...... 5 7. HOW MUCH WILL MY PAYMENT BE? ...... 5 8. HOW MAY I RECEIVE A PAYMENT? ...... 5 9. WHEN WOULD I GET MY PAYMENT?...... 6 10. CAN I GET OUT OF THE SETTLEMENT? ...... 6 THE LAWYERS REPRESENTING YOU ...... 6 11. DO I HAVE A LAWYER IN THE CASE? ...... 6 12. HOW WILL THE LAWYERS BE PAID? ...... 6 13. HOW DO I TELL THE COURT IF I DO NOT LIKE THE SETTLEMENT? ...... 6 THE FAIRNESS HEARING ...... 7 14. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? ...... 7 QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 2 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 25 of 57 15. DO I HAVE TO COME TO THE HEARING? ...... 7 16. MAY I SPEAK AT THE HEARING? ...... 7 IF YOU DO NOTHING ...... 7 17. WHAT HAPPENS IF I DO NOTHING AT ALL? ...... 7 GETTING MORE INFORMATION ...... 7 18. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT? ...... 7

SUMMARY OF SETTLEMENT This litigation (the “Action”) is a class action in which Named Plaintiffs Judy Larson, Janelle Mausolf, and Karen Reese, allege that the Defendants breached fiduciary duties owed to the participants in and beneficiaries of the Plans under ERISA by, among other things, failing to attempt to reduce the Plans’ expenses or exercise appropriate judgment to scrutinize each investment option that was offered in the Plans to ensure it was prudent. A copy of the Complaint as well as other documents filed in the Action are available at www.AllinaERISAsettlement.com or from Class Counsel. Defendants have denied and continue to deny all of the claims and allegations in the Action and deny any liability or wrongful conduct of any kind. A Settlement Fund consisting of $2,425,000.00 (two million, four hundred and twenty-five thousand U.S. dollars) in cash (the “Class Settlement Amount” or “Settlement Amount”) is being established in the Action. The Settlement Amount will be deposited into an escrow account, and the Settlement Amount, together with any interest earned, will constitute the Settlement Fund. Payment of any taxes, approved attorneys’ fees and litigation expenses and payment of Case Contribution Awards to the Named Plaintiffs, and costs of administering the Settlement will be paid out of the Settlement Fund. After the payment of such fees, expenses, and awards, the amount that remains will constitute the Net Proceeds. The Net Proceeds will be allocated to Settlement Class members according to a Plan of Allocation to be approved by the Court. STATEMENT OF POTENTIAL OUTCOME OF THE ACTION Defendants strongly dispute the claims asserted in the Action and deny that they ever engaged in any wrongdoing, violation of law or breach of duty. Further, Named Plaintiffs would face an uncertain outcome if the Action were to continue. Continued litigation could result in a judgment greater or less than the benefits obtained as part of the Settlement, including the $2.425 million cash payment, or in no recovery at all. The Named Plaintiffs and the Defendants disagree on liability and do not agree on the amount that would be recoverable even if the Named Plaintiffs were to prevail at trial. The Defendants deny all claims and contentions by the Named Plaintiffs. The Defendants deny that they are liable to the Settlement Class and that the Settlement Class or the Plans has suffered any damages for which the Defendants could be held legally responsible. Having considered the uncertainty, costs and risks inherent in any litigation, particularly in a complex case such as this, the Named Plaintiffs and Defendants have concluded that it is desirable that the Action be fully and finally settled on the terms and conditions set forth in the Settlement Agreement. STATEMENT OF ATTORNEYS’ FEES AND EXPENSES SOUGHT IN THE ACTION Class Counsel will apply to the Court for an order awarding attorneys’ fees not in excess of thirty-three and one third percent (33 1/3%) of the Settlement Amount (a maximum amount of $808,252.5), plus reimbursement of expenses up to a maximum of $50,000. Any amount awarded will be paid from the Settlement Fund. Defendants have no responsibility for payment of such fees and expenses. WHAT WILL THE NAMED PLAINTIFFS GET? The Named Plaintiffs will share in the allocation of the Net Proceeds on the same basis as all other members of the Settlement Class. In addition, the Named Plaintiffs will ask the Court to award up to $5,000 to each of the Named Plaintiffs as Case Contribution Awards for their participation in the Action and representation of the Settlement Class. Any such awards will be paid solely from the Settlement Fund. BASIC INFORMATION 1. WHY DID I GET THIS NOTICE PACKAGE? You or someone in your family may have been a participant in or a beneficiary of the Plans during Class Period, during which time your Plan account included investments in any of the Plans’ investment options. The Court directed that this Notice be sent to you because if you fall within the definition of the Settlement Class, you have a right to know about the Settlement and the options available to you regarding the Settlement before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, the Net Proceeds will be distributed to the Settlement Class members according to a Court-approved Plan of Allocation described below. This Notice describes the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 26 of 57

THE DEFENSES IN THE ACTION Defendants deny all of the claims and allegations made in the Action and deny that they ever engaged in any wrongful conduct. If the Action were to continue, the Defendants would raise numerous defenses to liability, including: • Defendants did not engage in any of the allegedly improper conduct charged in the Complaint; • Defendants were not fiduciaries of the Plan, or if they were fiduciaries, their fiduciary duties did not extend to the matters at issue in the Action; • To the extent that they were fiduciaries as to the matters at issue in the Action, Defendants fully and prudently discharged all of their fiduciary duties under ERISA; • Even if a court were to determine that Defendants failed to discharge any duty under ERISA, any such breach of fiduciary duty did not cause the Plans or its participants to suffer any loss.

THE ACTION HAS BEEN AGGRESSIVELY LITIGATED Class Counsel have extensively investigated the allegations in the Action. Among other efforts, Class Counsel reviewed Plan-governing documents and materials, communications with Plan participants, U.S. Department of Labor filings, press releases, public statements, news articles and other publications, and other documents regarding the matters that the Named Plaintiffs allege in the Complaint. This Action was litigated by the Named Plaintiffs and Class Counsel for nearly two years before the Parties agreed on settlement terms. The Complaint in this matter was filed against Defendants on August 18, 2017, by Named Plaintiffs. Defendants filed a motion to dismiss the Complaint on December 15, 2017 that was denied in part, and granted in part by the Court on October 1, 2018. Defendants filed an answer to the Complaint on November 29, 2018. The parties thereafter held a planning meeting to discuss, among other things, the nature and basis of the Parties’ claims and defenses, issues about preserving discoverable information, and a proposed discovery plan. The Parties then submitted a joint report regarding the meeting to the Court on January 2, 2019. The Court then held a conference on January 8, 2019 to discuss the contents of the Parties’ joint plan and to set a schedule for litigating this Action. Following the conference the Parties engaged in preliminary settlement discussions, which as discussed below, ulitimately led to the resolution of this Action.

SETTLEMENT DISCUSSIONS The proposed Settlement is the product of hard-fought, lengthy negotiations between Class Counsel and the Defendants’ counsel. Over the course of several months, the Parties negotiated via several telephonic conferences and numerous email exchanges. Following arm’s- length negotiations, on April 5, 2019, Named Plaintiffs and Defendants, through their respective attorneys, reached an agreement to settle the Action on behalf of all participants in or beneficiaries of the Plan (except Defendants and their Immediate Family Members), at any time during the Class Period and who maintained a balance of any amount in the Plans during that time period.

3. WHY IS THIS CASE A CLASS ACTION? In a class action, one or more plaintiffs, called “class representatives” or “named plaintiffs,” sue on behalf of people who have similar claims. All of these people who have similar claims collectively make up the “class” and are referred to individually as “class members.” One case resolves the issues for all class members together. Because the wrongful conduct alleged in this Action is claimed to have affected a large group of people – participants in the Plans during the Class Period – in a similar way, the Named Plaintiffs filed this case as a class action.

4. WHY IS THERE A SETTLEMENT? As in any litigation, all parties face an uncertain outcome. On the one hand, continuation of the case against the Defendants could result in a judgment greater than this Settlement. On the other hand, continuing the case could result in no recovery at all or in a recovery that is less than the amount of the Settlement. Based on these factors, the Named Plaintiffs and Class Counsel have concluded that the proposed Settlement is in the best interests of all Settlement Class members.

5. HOW DO I KNOW WHETHER I AM PART OF THE SETTLEMENT? You are a member of the Settlement Class if you fall within the definition of the Settlement Class preliminarily approved by Judge Susan Richard Nelson: All participants and beneficiaries (excluding Defendants and their Immediate Family Members) of the Allina Health System (“Allina”) 403(b) Retirement Savings Plan and the Allina 401(k) Retirement Savings Plan at any time between August 18, 2011 and [Preliminary Approval Date].

If you are a member of the Settlement Class, the amount of money you will receive, if any, will depend upon the Plan of Allocation, described below. THE SETTLEMENT BENEFITS—WHAT YOU GET 6. WHAT DOES THE SETTLEMENT PROVIDE?

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 4 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 27 of 57 A Settlement Fund consisting of $2,425,000 is being established in the Action. The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Proceeds. The amount of the Net Proceeds will not be known until these amounts are quantified and deducted. The Net Proceeds will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court. The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment. If the Settlement is approved by the Court, all Settlement Class members and anyone claiming through them shall be deemed to fully release the Released Parties from Released Claims. The Released Parties include Defendants (including Allina) and any Person who served as a trustee or fiduciary of any kind of the Plans (including functional fiduciaries), together with, for each of the foregoing: any predecessors, Successors-In-Interest, present and former Representatives, direct or indirect parents, subsidiaries and affiliates, and any Person that controls, is controlled by, or is under common control with any of the foregoing. Released Claims are defined in the Settlement Agreement and include all claims that were or could have been asserted in the Action. This means that Settlement Class members will not have the right to sue the Released Parties for failure to prudently select and monitor the Plans’ investment options or related matters that occurred during the Class Period. The above description of the proposed Settlement is only a summary. The complete terms, including the definitions of the Released Parties and Released Claims, are set forth in the Settlement Agreement (including its exhibits), which may be obtained at a dedicated Settlement Internet site, www.AlliinaERISAsettlement.com or by contacting Class Counsel listed on Page 2 above. 7. HOW MUCH WILL MY PAYMENT BE? Your share (if any) of the Net Proceeds will depend on your alleged loss, compared to other Settlement Class members’ alleged losses, during the Class Period. Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (“Settlement Administrator”) selected by Class Counsel with Defendants’ approval. Because the Settlement Amount and Net Proceeds are less than the total losses alleged by the Settlement Class, each Settlement Class member’s portion of the Settlement Amount will be less than his or her alleged losses. You are not required to calculate the amount you may be entitled to receive under the Settlement as the Settlement Administrator will do so under the Plan of Allocation. In general, your proportionate share of the Settlement will be calculated as follows:

• First, the Settlement Administrator will obtain balances for each Settlement Class member in their Plan accounts as of August 18, 2011 (or as close thereto as practicable) and as of December 31, 2011, and on December 31 of each subsequent year of the Class Period up to and including 2018. For 2019, the Agreement Execution Date will be used. The Settlement Class members’ Plan account balance, calculated as the sum of each Settlement Class member’s balance in their Plan accounts, at each such time will be known as the “Annual Account Balance.”

• Second, the Net Proceeds will be allocated by calculating the sum of all Annual Account Balances for each year of the Class Period and then allocating each Settlement Class member a share of the Net Proceeds in propoportion to the sum of that Settlement Class member’s Annual Account Balance, where the numerator is the Settlement Class member’s Annual Account Balances and the denominator is the total of all Settlement Class member’s Annual Account Balances.

• Settlement Class members who are entitled to a distribution of less than $10.00 will receive a distribution of $10.00. Settlement Class members’ awards falling below $10.00, will be progressively increased to $10.00 from the Net Proceeds and the Net Proceeds will be re-allocated until the lowest participating Settlement Class member award is $10.00. This modified award shall be known as the Class Member’s Entitlement Amount.

You will not be required to produce records that show your Plan activity. If you are entitled to a share of the Settlement Fund, your share of the Settlement will be determined based on the Plans’ records for your account. If you have questions regarding the allocation of the Net Proceeds, please contact Class Counsel listed on Page 2 above.

For Former Participants whose Settlement Class member Entitlement Award as calculated by the Settlement Administrator is determined to be Two Hundred Dollars ($200.00) or more, such Former Particpant will have the opportunity to elect a tax-qualified rollover of his or her settlement payment to an individual retirement account or other eligible employer plan, which he or she has identified on a form to be provided by the Settlement Administrator, provided that the qualified Former Participant supplies adequate information to the Settlement QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 5 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 28 of 57 Administrator to effect the rollover. If such Former Participant does not elect a rollover, or elects a rollover but fails to provide adequate information, the Former Participant will receive his or her settlement payment by check in the same maner as Former Participants with Class Member Entitlement Awards less than Two Hundred Dollars ($200.00) as described below.

For Former Participants whose Final Dollar Recovery is determined to be less than Two Hundred Dollars ($200.00), they shall be paid directly by the Settlement Administrator. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue. If you are a former Plan participant and have not provided the Plans with your current address, please contact Class Counsel listed on Page 2 above. All payments under the Plan of Allocation are intended to be “restorative payments” in accordance with Internal Revenue Service Revnue Ruling 2002-45.

9. WHEN WOULD I GET MY PAYMENT? The Settlement cannot be completed unless and until several events occur. These events include final approval of the Settlement by the Court, approval of the Settlement by an independent fiduciary to the Plans, transfer of the Net Proceeds to the Allina 401(k) Retirement Savings Plan, and calculation of the amount of the Settlement owed to each Settlement Class member. If objections are made to the Settlement or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years. The Settlement Fund, however, will be invested in secure, interest-bearing securities to the extent possible, and the interest income that is attributable to the Net Proceeds will be included in the amount paid to the Plan and allocated to Settlement Class members. There will be no payments if the Settlement Agreement is terminated. The Settlement Agreement may be terminated for several reasons, including if (1) the Court does not approve, or materially modifies the Settlement Agreement, or (2) the Court approves the Settlement Agreement but the approval is reversed or materially modified by an appellate court. If the Settlement Agreement is terminated, the Action will proceed again as if the Settlement Agreement had not been entered into. The Settlement is not conditioned upon the Court’s approval of attorneys’ fees and the reimbursement of expenses sought by Class Counsel and any appeal solely related thereto. 10. CAN I GET OUT OF THE SETTLEMENT? You do not have the right to exclude yourself from the Settlement. The Settlement Agreement provides for certification of the Settlement Class as a non-opt-out class action under Federal Rule of Civil Procedure 23(b)(1), and the Court has preliminarily determined that the requirements of that rule have been satisfied. Thus, it is not possible for any Settlement Class Members to exclude themselves from the Settlement. As a Settlement Class member, you will be bound by any judgments or orders that are entered in the Action for all claims that were or could have been asserted in the Action or are otherwise released under the Settlement. Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve it. For more information on how to object to the Settlement, see the answer to Question 13 below. THE LAWYERS REPRESENTING YOU 11. DO I HAVE A LAWYER IN THE CASE? The Court has preliminarily appointed the law firms of Kessler Topaz Meltzer & Check LLP, Bailey & Glasser LLP, Izard Kindall & Raabe LLP, and Nichols Kaster, PLLP as Class Counsel for the Named Plaintiffs in the Action. You will not be charged directly by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. 12. HOW WILL THE LAWYERS BE PAID? Class Counsel will file a motion for the award of attorneys’ fees of not more than one third (33 1/3%) of the Settlement Amount ($808,252.50), plus reimbursement of expenses incurred in connection with the prosecution of the Action up to a maximum of $50,000.00. This motion will be considered at the Fairness Hearing described below. OBJECTING TO THE ATTORNEYS’ FEES By following the procedures described in the answer to Question 13, you can tell the Court that you do not agree with the fees and expenses the attorneys intend to seek and ask the Court to deny their motion or limit the award. 13. HOW DO I TELL THE COURT IF I DO NOT LIKE THE SETTLEMENT? If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it. You can give reasons why you think the Court should not approve it. To object, you must send a letter or other writing saying that you object to the Settlement in Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.). Be sure to include your name, address, telephone number, signature, and a full explanation of all the reasons why you object to the Settlement. You must file your objection with the Clerk of the Court of the United States District Court for the District of Minnesota no later than ______. The address is:

Clerk of the Court United States District Court, District of Minnesota Warren E. Burger Federal Building & United States Courthouse 316 North Robert Street Suite 100 St. Paul, MN 55101

The objection must refer prominently to Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.).

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 6 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 29 of 57 THE FAIRNESS HEARING The Court will hold a Fairness Hearing to decide whether to approve the Settlement as fair, reasonable, and adequate. You may attend the Fairness Hearing, and you may ask to speak, but you do not have to attend. It is your obligation to ensure that your written objection is filed with the Court by no later than ______.

14. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? The Court will hold the Fairness Hearing at ______.m. on ______, at the United States District Court for the District of Minnesota, Warren E. Burger Federal Building & United States Courthouse, 316 North Robert Street, St. Paul, MN 55101, Courtroom 7B before the Hon. Susan Richard Nelson, or such other courtroom as the Court may designate. The Court may adjourn the Fairness Hearing without further notice to the Settlement Class, so if you wish to attend, you should confirm the date and time of the Fairness Hearing with Class Counsel before doing so. At that hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will also rule on the motions for attorneys’ fees and reimbursement of expenses and for Case Contribution Awards for the Named Plaintiffs. The Parties do not know how long these decisions will take or whether appeals will be filed.

15. DO I HAVE TO COME TO THE HEARING? No, but you are welcome to come at your own expense. If you file an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, it will be before the Court when the Court considers whether to approve the Settlement. You also may pay your own lawyer to attend the Fairness Hearing, but such attendance is also not necessary. 16. MAY I SPEAK AT THE HEARING? If you submit a written objection to the Settlement to the Court and counsel before the Court-approved deadline, you may (but do not have to) attend the Fairness Hearing and present your objections to the Court. You may attend the Fairness Hearing even if you do not file a written objection, but you will only be allowed to speak at the Fairness Hearing if you file a written objection in advance of the Fairness Hearing AND you file a Notice of Intention To Appear, as described in this paragraph. To do so, you must file with the Court a letter or other paper called a “Notice of Intention To Appear at Fairness Hearing in Larson et al. v. Allina Health System et al., No. 17-cv- 03835-SRN/SER (D. Minn.).” Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention To Appear must be filed with the Clerk of the Court at the address listed in the answer to Question 13 no later than ______.

IF YOU DO NOTHING 17. WHAT HAPPENS IF I DO NOTHING AT ALL? If you do nothing and you are a Settlement Class member, you will participate in the Settlement of the Action as described above in this Notice. GETTING MORE INFORMATION 18. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT? Yes. This Notice summarizes the proposed Settlement. The complete terms are set forth in the Settlement Agreement. You may obtain a copy of the Settlement Agreement by making a written request to Class Counsel listed on Page 2 above. Copies may also be obtained at a dedicated Settlement website, www.AllinaERISAsettlement.com, by calling the toll-free number, xxx-xxx-xxxx, or by sending an email to [email protected]. You are encouraged to read the complete Settlement Agreement.

DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, THE COMPANY, OR DEFENDANTS REGARDING THIS NOTICE. THEY WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS.

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE XXX-XXX-XXXX DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 7 OF 7

CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 30 of 57

EXHIBIT B CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 31 of 57

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 (SRN/SER) Reese, individually and on behalf of themselves and all others similarly situated,

Plaintiffs, vs.

Defendants.

JUDGMENT APPROVING CLASS ACTION SETTLEMENT

This Action came for hearing on ______to determine the fairness of the proposed Settlement presented to the Court and the subject of this Court’s Order

Granting Preliminary Approval of Class Action Settlement, Preliminarily Certifying a

Class for Settlement Purposes, Approving Form and Manner of Class Notice,

1 CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 32 of 57

Preliminarily Approving Plan of Allocation and Scheduling a Date for a Fariness

Hearing.1 Due notice having been given and the Court having been fully advised in the premises,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED:

Except as otherwise defined herein, all capitalized and italicized terms used in this

Judgment shall have the same meanings as ascribed to them in the Settlement Agreement executed by Named Plaintiffs and Defendants.

1. The Court has jurisdiction over the subject matter of the Action and over all Parties to the Action, including all members of the Settlement Class.

2. For the sole purpose of settling and resolving the Action, the Court certifies this Action as a class action pursuant to Rules 23(a) and (b)(1) of the Federal Rules of

Civil Procedure. The Settlement Class is defined as:

All current and former participants and beneficiaries (excluding Defendants and their Immediate Family Members) of the Allina Health System (“Allina”) 403(b) Retirement Savings Plan and the Allina 401(k) Retirement Savings Plan at any time between August 18, 2011 and [Date of Preliminary Approval Order].

3. The Court finds for the sole purpose of settling and resolving the Action that:

(a) as required by FED. R. CIV. P. 23(a)(1), the Settlement Class is

ascertainable from records kept with respect to the Plans and from

1 All capitalized and italicized terms not otherwise defined in this Order shall have the same meaning as ascribed to them in the Settlement Agreement.

2 CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 33 of 57

other objective criteria, and the Settlement Class is so numerous that

joinder of all members is impracticable.

(b) as required by FED. R. CIV. P. 23(a)(2), there are one or more

questions of law and/or fact common to the Settlement Class.

Plaintiffs are typical of the claims of the Settlement Class that the

Named Plaintiffs seek to certify.

(d) as required by FED. R. CIV. P. 23(a)(4), that the Named Plaintiffs

will fairly and adequately protect the interests of the Settlement

Class in that: (i) the interests of the Named Plaintiffs and the nature

of the alleged claims are consistent with those of the Settlement

Class members; and (ii) there appear to be no conflicts between or

among the Named Plaintiffs and the Settlement Class.

(e) as required by FED. R. CIV. P. 23(b)(1), the prosecution of separate

actions by individual members of the Settlement Class would create

a risk of: (i) inconsistent or varying adjudications as to individual

Settlement Class members that would establish incompatible

standards of conduct for the parties opposing the claims asserted in

this Action; or (ii) adjudications as to individual Settlement Class

members that, as a practical matter, would be dispositive of the

interests of the other members not parties to the individual

3 CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 34 of 57

adjudications, or substantially impair or impede the ability of such

persons to protect their interests.

(f) as required by FED. R. CIV. P. 23(g), Class Counsel are capable of

fairly and adequately representing the interests of the Settlement

Class, and that Class Counsel: (i) have done appropriate work

identifying or investigating potential claims in the Action; (ii) are

experienced in handling class actions; and (iii) have committed the

necessary resources to represent the Settlement Class.

4. The Court hereby appoints Named Plaintiffs Judy Larson, Janelle Mausolf, and Karen Reese as class representatives for the Settlement Class and appoints Kessler

Topaz Meltzer & Check, LLP, Bailey & Glasser LLP, Izard Kindall & Raabe LLP, and

Nichols Kaster, PLLP as Class Counsel for the Settlement Class.

5. The Court hereby finds that the Settlement Class has received proper and adequate notice of the Settlement, the Fairness Hearing, Class Counsel’s application for attorneys’ fees and reimbursement of litigation costs and for Case Contribution Awards to the Named Plaintiffs, and the Plan of Allocation, such notice having been given in accordance with the Preliminary Approval Order. Such notice included individual notice to all members of the Settlement Class who could be identified through reasonable efforts, as well as notice through a dedicated Settlement website on the internet, and provided valid, due, and sufficient notice of these proceedings and of the matters set forth in this Order, and included sufficient information regarding the procedure for the making

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of objections. Such notice fully satisfied the requirements of FED. R. CIV. P. 23 and the requirements of due process.

6. The Court hereby approves the Settlement Agreement and hereby Orders that the Settlement Agreement shall be consummated and implemented in accordance with its terms and conditions.

7. Pursuant to FED. R. CIV. P. 23(e), the Court finds that the Settlement embodied in the Settlement Agreement is fair, reasonable and adequate, and more particularly finds that:

(a) The Settlement was negotiated vigorously and at arm’s-length by

counsel for the Defendants, on the one hand, and the Named Plaintiffs and Class

Counsel on behalf of the Settlement Class, on the other hand;

(b) Plaintiffs and Defendants had sufficient information to evaluate the

settlement value of the Action;

Complaint in part;

(d) If the Settlement had not been achieved, Named Plaintiffs and the

Defendants faced the expense, risk, and uncertainty of extended litigation;

(e) The amount of the Settlement – two million, four hundred and

twenty five thousand dollars ($2,425,000.00) is fair, reasonable, and adequate,

taking into account the costs, risks, and delay of trial and appeal. The method of

distributing the Class Settlement Amount is efficient, relying on Defendants’

records and requiring no filing of claims. The Settlement terms related to

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attorneys’ fees do not raise any questions concerning fairness of the Settlement,

and there are no agreements, apart from the Settlement, required to be considered

under FED. R. CIV. P. 23(e)(2)(C)(iv). The Class Settlement Amount is within the

range of settlement values obtained in similar cases;

(f) At all times, the Named Plaintiffs and Class Counsel have acted

independently of Defendants and in the interest of the Settlement Class; and,

(g) The Court has duly considered and overruled any filed objection(s)

to the Settlement to the extent there were any.

8. The Plan of Allocation is finally approved as fair, reasonable, and adequate.

Class Counsel shall direct distribution of the Net Proceeds in accordance with the Plan of

Allocation and the Settlement Agreement.

9. The Releases set forth in the Settlement Agreement, including but not limited to Section 3 of the Settlement Agreement, together with the definititions contained in sections 1.34, 1.35, and 1.36 of the Settlement Agreement relating thereto, are expressly incorporated herein in all respects. The Releases are effective as of the date this Judgment becomes Final. Accordingly, the Court orders that, as of the date this

Order becomes Final:

A. The Named Plaintiffs, on behalf of themselves and each member of the Settlement Class, shall release the Released Parties from the following claims (the

“Released Claims”): any and all past, present, and future claims of any nature whatsoever (including claims for any and all losses, damages, unjust enrichment, attorneys’ fees, disgorgement, litigation costs, injunction, declaration, contribution,

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indemnification or any other type or nature of legal or equitable relief), accrued or not, known or unknown, by or on behalf of the Plans, the Named Plaintiffs, and each and every member of the Settlement Class, and their respective heirs, beneficiaries, executors, administrators, past and present parties, agents, attorneys, and assigns that: (a) involve the selection or monitoring of the Plans’ investments or the Plans’ fees or the disclosures made to participants; or (b) arise out of the Action or are in any way related to any of the acts, omissions, facts, matters, transactions, or occurrences alleged in the Complaint.

With respect to the Released Claims, it is the intention of the Parties and all other members of the Settlement Class and the Plans to expressly waive to the fullest extent of the law: (a) the provisions, rights and benefits of Section 1542 of the California Civil

Code, which provides that “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”; and (b) the provisions, rights and benefits of any similar statute or common law of any other jurisdiction that may be, or may be asserted to be, applicable. This release does not include any claims that the

Named Plaintiffs or the Settlement Class have for vested benefits under the terms of the

Plans.

B. Defendants (or their Successor-In-Interest) shall conclusively, absolutely, unconditionally, irrevocably, and forever release and discharge the Named

Plaintiffs and Class Counsel from all Claims of Defendants related to the institution or prosecution of the Action.

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10. Upon this Judgment becoming Final, the Plaintiffs and the Plans shall be permanently and finally enjoined, without the necessity of Defendants posting a bond, from commencing or prosecuting any actions or other proceedings asserting any of the

Released Claims either directly, indirectly, derivatively, or in any other capacity, against any of the Released Parties.

11. The Action is hereby dismissed without prejudice with a direction to the clerk of the Court to enter final judgment pursuant to FED. R. CIV. P. 54(b), finding that there is no just reason for delay of enforcement or appeal of the instant Order. The dismissal without prejudice is solely to allow the Court to supervise the administration of the

Settlement.

12. The Court shall retain exclusive jurisdiction to resolve any disputes or challenges that may arise as to the performance of the Settlement Agreement or any challenges as to the performance, validity, interpretation, administration, enforcement, or enforceability of the Class Notice, Plan of Allocation, this Judgment, or the Settlement

Agreement or the termination of the Settlement Agreement. The Court shall also retain exclusive jurisdiction and rule by separate Order with respect to all applications for awards of attorneys’ fees and Case Contribution Awards to the Named Plaintiffs, and reimbursements of litigation costs, submitted pursuant to the Settlement Agreement.

13. In the event that the Settlement Agreement is terminated, in accordance with its terms, this Judgment shall be rendered null and void, ab initio, and shall be vacated nunc pro tunc, and this Action shall for all purposes with respect to the Parties revert to its status as of the day immediately before the day the Settlement was reached.

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The Parties shall be afforded a reasonable opportunity to negotiate a new case management schedule.

14. This Judgment shall not be construed or used as an admission, concession, or declaration by or against Defendants of any fault, wrongdoing, breach, or liability.

Defendants have denied and continue to deny all of the claims and allegations made by

Named Plaintiffs in the Action and specifically deny any liability, wrongful conduct, violation of law, or breach of duty of any kind.

15. This Judgment shall not be construed or used as an admission, concession, or declaration by or against Named Plaintiffs or the Settlement Class that their claims lack merit or that the relief requested in the Action is inappropriate, improper, or unavailable.

16. This Judgment shall not be construed or used as an admission, concession, declaration, or waiver by any Party of any arguments, defenses, or claims he, she, or it may have in the event that the Settlement Agreement is terminated. Moreover, the

Settlement Agreement and any proceedings taken pursuant to the Settlement Agreement are for settlement purposes only. Neither the fact of, nor any provision contained in the

Settlement Agreement or its exhibits, nor any actions taken thereunder shall be construed as, offered into evidence as, received in evidence as, and/or deemed to be evidence of a presumption, concession, or admission of any kind as to the truth of any fact alleged or validity of any defense that has been, could have been, or in the future might be asserted.

SO ORDERED this ____ day of ______, 2019.

______Hon. Susan Richard Nelson United States District Judge

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EXHIBIT C CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 41 of 57

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 (SRN/SER) Reese, individually and on behalf of themselves and all others similarly situated,

Plaintiffs, vs.

Defendants.

PLAN OF ALLOCATION

I. DEFINITIONS

Except as indicated in this Plan of Allocation, the capitalized and italicized terms used herein shall have the meaning ascribed to them in the Settlement Agreement. CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 42 of 57

II. CALCULATION OF ALLOCATION AMOUNTS

A. Per paragraph 4.2.1 of the Settlement Agreement, the Recordkeeper shall provide the Settlement Administrator with the data reasonably necessary to determine the amount of the Net Proceeds to be distributed to each member of the Settlement Class

(“Settlement Class Member” or “Class Member”) in accordance with this Plan of

Allocation.

B. The data reasonably necessary to perform calculations under this Plan of

Allocation is as follows: the balances for each Class Member in their Plan1 accounts as of August 18, 2011 (or as close thereto as practicable) and as of December 31, 2011, and on December 31 of each subsequent year of the Class Period up to and including 2018.

For 2019, the Agreement Execution Date will be used. The Class Members’ Plan account balance, calculated as the sum of each Class Member’s balance in their Plan accounts, at each such time will be known as the “Annual Account Balance.”

C. Allocation of payments shall be in proportion to Settlement Class Member investments in the Plan. The Net Proceeds will be allocated as follows:

1. Calculate the sum of all Annual Account Balances for each year of the Class Period.

2. Allocate each Class Member a share of the Net Proceeds in propoportion to the sum of that Class Member’s Annual Account Balance, where the numerator is the Class Member’s Annual Account Balances and the denominator is the total of all Class Member’s Annual Account Balances;

D. Class Members who are entitled to a distribution of less than $10.00 will

1 The term Plan shall have the same meaning as Plans.

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receive a distribution of $10.00. Class Members’ awards falling below $10.00, will be progressively increased to $10.00 from the Net Proceeds and the Net Proceeds will be re- allocated until the lowest participating Class Member award is $10.00. This modified award shall be known as the Class Member’s Entitlement Amount.

E. Settlement Class Members With Accounts In the Plan. The Allina

403(b) Retirement Savings Plan has been frozen since October 2010, and as of January 1,

2012, all eligible Allina employees became participants in the Allina 401(k) Retirement

Savings Plan. For Class Members with an active account (an account with a positive balance) at the time of distribution, each Class Member’s Entitlement Amount will be allocated into their Plan account in the Allina 401(k) Retirement Savings Plan and in proportion to each account’s (i.e. the Allina 403(b) and 401(k) Plan) contribution to that

Class Member’s Entitlement Amount.

As promptly as reasonably possible after deposit of the Net Proceeds into the

Plans (per Section 8.2.3 of the Settlement Agreement), the Settlement Administrator shall forward to the Recordkeeper the information/data needed for allocating into each

Settlement Class Member’s account under the Plans his or her Class Member’s

Entitlement Award. The deposited amount shall be invested by the Recordkeeper pursuant to the Settlement Class Member’s investment elections on file. If the Class

Member has no election on file, it shall be invested in any default investment option(s) designated by the Plans, and if the Plans have not designated any default investment option(s), in a target date fund commensurate with the Class Member’s retirement age or similar fund under the Plans.

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F. Settlement Class Members Without Accounts Under the Plan. Former

Particpants shall be handled in the following manner.

(1) For Former Participants whose Class Member Entitlement Award as calculated by the Settlement Administrator is determined to be Two Hundred Dollars

($200.00) or more, such Former Particpant will have the opportunity to elect a tax- qualified rollover of his or her settlement payment to an individual retirement account or other eligible employer plan, which he or she has identified on a form to be provided by the Settlement Administrator, provided that the qualified Former Participant supplies adequate information to the Settlement Administrator to effect the rollover. If such

Former Participant does not elect a rollover, or elects a rollover but fails to provide adequate information, the Former Participant will receive his or her settlement payment by check in the same maner as Former Participants with Class Member Entitlement

Awards less than Two Hundred Dollars $200.00 as described below.

(2) For Former Participants whose Final Dollar Recovery is determined to be less than Two Hundred Dollars ($200.00), such funds shall be paid directly to such

Former Participants by the Settlement Administrator. All such payments are intended to be “restorative payments” in accordance with Internal Revenue Service Revnue Ruling

2002-45. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue.

G. The Settlement Administrator shall utilize the calculations required to be performed herein for making the required distributions of the Entitlement Amount, less any required tax withholdings or penalties, to each Class Member. In the event that the

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Settlement Administrator determines that the Plan of Allocation would otherwise require payments exceeding the Net Proceeds, the Settlement Administrator is authorized to make such changes as are necessary to the Plan of Allocation such that said totals do not exceed the Net Proceeds. The Settlement Administrator shall be solely responsible for performing any calculations required by this Plan of Allocation.

H. If the Settlement Administrator concludes that it is impracticable to implement any provision of the Plan of Allocation, it shall be authorized to make such changes to the methodology as are necessary to implement as closely as possible the terms of the Settlement Agreement, so long as the total amount of distributions does not— without written agreement of Class Counsel— exceed the Net Proceeds.

I. No sooner than fourteen (14) calendar days following the expiration of all undeposited checks issued pursuant to this Plan of Allocation, any amount remaining in the Qualified Settlement Fund (as described in Section 7.1.2 of the Settlement

Agreement) shall be paid to the Plans for the purpose of defraying administrative fees and expenses of the Plans that would otherwise be charged to the Plans’ participants. In no event shall any part of the Settlement Fund be used to reimburse any Defendant or otherwise offset costs, including Settlement related costs, incurred by any Defendant.

III. QUALIFICATIONS AND CONTINUING JURISDICTION

The Court will retain jurisdiction over the Plan of Allocation to the extent necessary to ensure that it is fully and fairly implemented.

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EXHIBIT D CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 47 of 57

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 Reese, individually and on behalf of (SRN/SER) themselves and all others similarly situated,

Plaintiffs, vs.

Allina Health System; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts- Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants.

ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, PRELIMINARILY CERTIFYING A CLASS FOR SETTLEMENT PURPOSES, APPROVING FORM AND MANNER OF CLASS NOTICE, PRELIMINARILY APPROVING PLAN OF ALLOCATION AND SCHEDULING A DATE FOR A FAIRNESS HEARING CASE 0:17-cv-03835-SRN-TNL Document 118-1 Filed 03/10/20 Page 48 of 57

This Action involves claims for alleged violations of the Employee Retirement

Income Security Act of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”), with respect to the

Allina Health System (“Allina”) 403(b) Retirement Savings Plan and the Allina 401(k)

Retirement Savings Plan (collectively, the “Plans” or “Plan”).1 The terms of the

Settlement are set out in the Settlement Agreement, fully executed as of October 14, 2019, by counsel on behalf of the Named Plaintiffs and Defendants, respectively.

Pursuant to the Named Plaintiffs’ Motion for Preliminary Approval of Class

Action Settlement, Preliminary Certification of a Class for Settlement Purposes,

Approving Form and Manner of Class Notice, Preliminarily Approving Plan of

Allocation, and Scheduling a Date for a Fairness Hearing filed on ______,

2019, the Court preliminarily considered the Settlement to determine, among other things, whether the Settlement is sufficient to warrant the issuance of notice to members of the proposed Settlement Class. Upon reviewing the Settlement Agreement and the matter having come before the Court at the ______hearing, due notice having been given and the Court having been fully advised in the premises, it is hereby

ORDERED, ADJUDGED, AND DECREED as follows:

1. Preliminary Certification of the Settlement Class. In accordance with the Settlement Agreement, and pursuant to Rules 23(a) and (b)(1) of the Federal Rules of

Civil Procedure, this Court hereby conditionally certifies the following class (“Settlement

Class”):

1 All capitalized and italicized terms not otherwise defined in this Order shall have the same meaning as ascribed to them in the Settlement Agreement.

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2. Pursuant to the Settlement Agreement, and for settlement purposes only, the

Court preliminarily finds that:

(a) as required by FED. R. CIV. P. 23(a)(1), the Settlement Class is

ascertainable from records kept with respect to the Plans and from

other objective criteria, and the Settlement Class is so numerous that

joinder of all members is impracticable.

(b) as required by FED. R. CIV. P. 23(a)(2), there are one or more

questions of law and/or fact common to the Settlement Class.

Plaintiffs are typical of the claims of the Settlement Class that the

Named Plaintiffs seek to certify.

(d) as required by FED. R. CIV. P. 23(a)(4), that the Named Plaintiffs

will fairly and adequately protect the interests of the Settlement

Class in that: (i) the interests of the Named Plaintiffs and the nature

of the alleged claims are consistent with those of the Settlement

Class members; and (ii) there appear to be no conflicts between or

among the Named Plaintiffs and the Settlement Class.

(e) as required by FED. R. CIV. P. 23(b)(1), the prosecution of separate

actions by individual members of the Settlement Class would create

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a risk of: (i) inconsistent or varying adjudications as to individual

Settlement Class members that would establish incompatible

standards of conduct for the parties opposing the claims asserted in

this Action; or (ii) adjudications as to individual Settlement Class

members that, as a practical matter, would be dispositive of the

interests of the other members not parties to the individual

adjudications, or substantially impair or impede the ability of such

persons to protect their interests.

(f) as required by FED. R. CIV. P. 23(g), Class Counsel are capable of

fairly and adequately representing the interests of the Settlement

Class, and Class Counsel: (i) have done appropriate work

identifying or investigating potential claims in the Action; (ii) are

experienced in handling class actions; and (iii) have committed the

necessary resources to represent the Settlement Class.

3. The Court preliminarily appoints the Named Plaintiffs Judy Larson, Janelle

Mausolf, and Karen Reese as class representatives for the Settlement Class and Kessler

Topaz Meltzer & Check LLP, Bailey & Glasser LLP, Izard Kindall & Raabe LLP, and

Nichols Kaster, PLLP as Class Counsel for the Settlement Class.

4. The Court preliminarily approves the proposed Plan of Allocation, finding it is fair, reasonable, and adequate.

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5. Preliminary Approval of Proposed Settlement – The Settlement

Agreement is hereby preliminarily approved as fair, reasonable, and adequate. This

Court preliminarily finds that:

a) The Settlement was negotiated vigorously and at arm’s-length by counsel

for the Defendants, on the one hand, and the Named Plaintiffs and Class

Counsel on behalf of the Settlement Class, on the other hand;

b) Plaintiffs and Defendants had sufficient information to evaluate the

settlement value of the Action;

c) This Action settled after this Court dismissed Named Plaintiffs’ Complaint

in part;

d) If the Settlement had not been achieved, Named Plaintiffs and the

Defendants faced the expense, risk, and uncertainty of extended litigation;

e) The amount of the Settlement – two million, four hundred and twenty five

thousand dollars ($2,425,000.00) is fair, reasonable, and adequate, taking

into account the costs, risks, and delay of trial and appeal. The method of

distributing the Class Settlement Amount is efficient, relying on

Defendants’ records and requiring no filing of claims. The Settlement

terms related to attorneys’ fees do not raise any questions concerning

fairness of the Settlement, and there are no agreements, apart from the

Settlement, required to be considered under FED. R. CIV. P. 23(e)(2)(C)(iv).

The Class Settlement Amount is within the range of settlement values

obtained in similar cases;

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f) At all times, the Named Plaintiffs and Class Counsel have acted

independently of Defendants and in the interest of the Settlement Class;

and,

6. Fairness Hearing – A hearing is scheduled for ______to make a final determination, concerning among other things:

 Whether the Settlement merits final approval as fair, reasonable, and

adequate;

 Whether the Action should be dismissed with prejudice pursuant to the

terms of the Settlement;

 Whether the notice method proposed by the Parties: (i) constitutes the best

practicable notice; (ii) constitutes notice reasonably calculated, under the

circumstances, to apprise members of the Settlement Class of the pendency

of the litigation, their right to object to the Settlement, and their right to

appear at the Fairness Hearing; (iii) is reasonable and constitutes due,

adequate, and sufficient notice to all persons entitled to notice; and (iv)

meets all applicable requirements of the Federal Rules of Civil Procedure

and any other applicable law;

 Whether Class Counsel adequately represented the Settlement Class for

purposes of entering into and implementing the Settlement;

 Whether the proposed Plan of Allocation should be finally approved; and

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 Whether Class Counsel’s application(s) for attorneys’ fees and expenses

and Case Contribution Awards to the Named Plaintiffs is fair and

reasonable, and should be approved.

7. Class Notice – The Court approves the form of Class Notice attached as

Exhibit A to the Settlement Agreement. The Court finds that such form of notice fairly and adequately: (a) describes the terms and effects of the Settlement Agreement, the

Settlement, and the Plan of Allocation; (b) notifies the Settlement Class that Class

Counsel will seek attorneys’ fees and litigation costs from the Settlement Fund, payment of the costs of administering the Settlement out of the Settlement Fund, and for a Case

Contribution Award for the Named Plaintiffs for their service in such capacity; (c) gives notice to the Settlement Class of the time and place of the Fairness Hearing; and (d) describes how the recipients of the Class Notice may object to any of the relief requested.

The Parties have proposed the following manner of communicating the notice to members of the Settlement Class, and the Court finds that such proposed manner is the best notice practicable under the circumstances. Accordingly, the Court directs that

Class Counsel shall:

 By no later than ______(Thirty days after entry of this

Order), cause the Class Notice, with such non-substantive modifications

thereto as may be agreed upon by the Parties, to be provided by first-class

mail, postage prepaid, to the last known address of each member of the

Settlement Class who can be identified through reasonable effort.

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 By no later than ______(Thirty days after entry of this

Order), cause the Class Notice to be published on the website identified in

the Class Notice, www.Allina ERISAsettlement.com, which will also host

and make available copies of all Settlement-related documents, including

the Settlement Agreement.

8. Petition for Attorney’s Fees and Litigation Costs and Case

Contribution Awards – Any petition by Class Counsel for attorney’s fees, litigation costs and Case Contribution Awards to the Named Plaintiffs, and all briefs in support thereof, shall be filed no later than ______(Thirty days before the date of the Fairness Hearing specified in this Order).

9. Briefs in Support of Final Approval of the Settlement – Briefs and other documents in support of final approval of the Settlement shall be filed no later than

______(Thirty days before the date of the Fairness Hearing specified in this Order).

10. Objections to Settlement – Any member of the Settlement Class or authorized recipient of any CAFA Notice may file an objection to the fairness, reasonableness, or adequacy of the Settlement, to any term of the Settlement Agreement, to the Plan of Allocation, to the proposed award of attorneys’ fees and litigation costs, the payment of costs of administering the Settlement out of the Settlement Fund, or to the request for a Case Contribution Award for the Named Plaintiffs. An objector must file with the Court a statement of his, her, or its objection(s), specifying the reason(s), if any, for each such objection made, including any legal support and/or evidence that the

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objector wishes to bring to the Court’s attention or introduce in support of the objection(s). The address for filing objections with the Court is as follows:

Clerk of the Court United States District Court, District of Minnesota Warren E. Burger Federal Building & United States Courthouse 316 North Robert Street Suite 100 St. Paul, MN 55101

Re: Larson, et al. v. Allina Health System, et al., Civil Action No. 17-cv-03835-SRN/SER (D. Minn)

The objector or his, her, or its counsel (if any) must file the objection(s) and supporting materials with the Court no later than ______(Fifteen days before the date of the Fairness Hearing specified in this Order). If an objector hires an attorney to represent him, her, or it for the purposes of making an objection pursuant to this paragraph, the attorney must also file a notice of appearance with the Court no later than

______(Fifteen days before the date of the Fairness Hearing specified in this Order). Any member of the Settlement Class or other Person who does not timely file a written objection complying with the terms of this paragraph shall be deemed to have waived, and shall be foreclosed from raising, any objection to the Settlement, and any untimely objection shall be barred. Any responses to objections shall be filed with the Court no later than ______(Seven days before the date of the

Fairness Hearing specified in this Order). There shall be no reply briefs.

11. Any additional briefs the Parties may wish to file in support of the

Settlement shall be filed no later than ______(Seven days before the date of the Fairness Hearing specified in this Order).

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12. Appearance at Final Approval Hearing – Any objector who files and serves a timely, written objection in accordance with paragraph 10 above may also appear at the Fairness Hearing either in person or through qualified counsel retained at the objector’s expense. Objectors or their attorneys intending to appear at the Fairness

Hearing must file a notice of intention to appear (and, if applicable, the name, address, and telephone number of the objector’s attorney) with the Court by no later than

______(Fifteen days before the date of Fairness Hearing specified in this Order). Any objector who does not timely file a notice of intention to appear in accordance with this paragraph shall not be permitted to appear at the Fairness Hearing, except for good cause shown.

13. Notice Expenses – The expenses of printing, mailing, and publishing the

Class Notice required herein shall be paid exclusively from the Settlement Fund.

14. Termination of Settlement – This Order shall become null and void, ab initio, and shall be without prejudice to the rights of the Parties, all of whom shall be restored to their respective positions as of the day immediately before the Parties reached agreement to settle the Action, if the Settlement is terminated in accordance with the terms of the Settlement Agreement.

15. Use of Order – This Order is not admissible as evidence for any purpose against Defendants in any pending or future litigation. This Order shall not be construed or used as an admission, concession, or declaration by or against Defendants of any finding of fiduciary status, fault, wrongdoing, breach, omission, violation of law, breach of duty, mistake, or liability. This Order shall not be construed or used as an admission,

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concession, or declaration by or against Named Plaintiffs or the Settlement Class that their claims lack merit, or that the relief requested in the Action is inappropriate, improper, or unavailable. This Order shall not be construed or used as an admission, concession, declaration, or waiver by any Party of any arguments, defenses, or claims he, she, or it may have, including, but not limited to, any objections by Defendants to class certification, in the event that the Settlement Agreement is terminated. Moreover, the

Settlement Agreement and any proceedings taken pursuant to the Settlement Agreement are for settlement purposes only. Neither the fact of, nor any provision contained in, the

Settlement Agreement or its exhibits, nor any actions taken thereunder, shall be construed as, offered into evidence as, received in evidence as, and/or deemed to be evidence of a presumption, concession, or admission of any kind as to the truth of any fact alleged or validity of any claim or defense that has been, could have been, or in the future might be asserted.

16. Jurisdiction – The Court hereby retains jurisdiction for purposes of implementing the Settlement, and reserves the power to enter additional orders to effectuate the fair and orderly administration and consummation of the Settlement as may from time to time be appropriate, and to resolve any and all disputes arising thereunder.

17. Continuance of Final Approval Hearing – The Court reserves the right to continue the Fairness Hearing without further written notice.

SO ORDERED this ____ day of ______, 2019.

______Hon. Susan Richard Nelson United States District Judge

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EXHIBIT 2 CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 2 of 54

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Plaintiffs, DECLARATION OF DONNA SIEGEL MOFFA IN SUPPORT OF vs. PLAINTIFFS’ MOTION AN AWARD OF ATTORNEYS’ FEES, Allina Health System; the Allina Health REIMBURSEMENT OF System Board of Directors; the Allina Health EXPENSES AND CASE System Retirement Committee; the Allina CONTRIBUTION AWARDS FOR Health System Chief Administrative Officer; THE CLASS REPRESENTATIVES the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants.

I, Donna Siegel Moffa, declare as follows:

1. I am Counsel at Kessler Topaz Meltzer & Check, LLP (“KTMC”), counsel for Plaintiffs Judy Larson, Janelle Mausolf, and Karen Reese. I make this Declaration of my own personal knowledge, and if called as a witness, I would and could testify competently to the matters stated herein. A copy of the proposed Settlement, and all CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 3 of 54

exhibits thereto, is attached as Exhibit 1 to the Declaration of Mark K. Gyandoh, submitted herewith.

2. KTMC, as well as co-counsel Bailey Glasser LLP (“Bailey Glasser”), Izard

Kindall & Raabe LLP (“Izard Kindall”), and Nichols Kaster PLLP (“Nichols Kaster”)

(together, “Class Counsel”), have been actively involved in all stages of this lawsuit, including investigating and preparing the Complaint, successfully defending against

Defendants’ motion to dismiss, seeking discovery, reviewing documents and settling this litigation. I took over primary responsibility for KTMC’s involvement in this case in

November 2019, following Mark Gyandoh’s departure from KTMC. I submit this

Declaration in support of Plaintiffs’ Motion for Award of Attorneys’ Fees Expenses and

Case Contribution Awards.

3. KTMC is experienced in successfully handling ERISA breach of fiduciary duty class actions, including cases involving defined contribution retirement plans’ investment lineups. I have been personally litigating ERISA fiduciary breach lawsuits for over 12 years, and as a result, am familiar with the cases in this field.

4. As shown on its Firm Resume, attached to this declaration as Exhibit A,

KTMC has served or is serving as lead counsel or co-lead counsel for classes in numerous

ERISA class actions across the country.

5. The proposed Settlement would require Allina to pay $2,425,000 to establish a Settlement Fund, which is more than 30% of the Class’s maximum potential damages as calculated by Plaintiffs’ expert. KTMC, together with co-counsel, believes that this recovery is an excellent result for the Class.

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6. KTMC, Along with co-counsel, has aggressively and vigorously prosecuted this case and represented the best interests of the Plaintiffs and the participants and beneficiaries of the Plans. Over the course of the litigation, we have incurred the following expenses:

EXPENSE DESCRIPTION TOTAL

Court Reporting $233.75 Document Delivery (Federal Express, Postage) $552.23 Filing Fees $155.00 Internal Document Reproduction (3,385 @ 10¢) $338.50 Research $1,179.84 Travel, Meals & Lodging $7,700.62

TOTAL EXPENSES: $10,159.94

7. The expenses listed in paragraph 6 were actually incurred in the litigation of this case as reflected in the books and records of KTMC. These books and records are prepared from receipts, expense vouchers, check records and other documents and are an accurate record of the expenses. These expenses were necessary to the prosecution of the case, and are of the type that would be billed to hourly clients of the firm.

8. The firm’s hours and lodestar devoted to this matter, as of March 6, 2020, are as follows:

Attorneys Position Rate Hours Current Lodestar Edward Ciolko P $750.00 16.60 $12,450.00 Abigail Gertner SA $385.00 459.30 $176,830.50 Mark Gyandoh C $690.00 312.25 $215,452.50 James Maro P $850.00 25.60 $21,760.00 Joseph Meltzer P $920.00 4.30 $3,956.00 Donna Siegel Moffa C $690.00 4.00 $2,760.00 Ardit Prifti A $400.00 103.30 $41,320.00 Julie Siebert-Johnson A $500.00 84.10 $42,050.00 3 CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 5 of 54

Attorney Totals: 1,009.45 $516,579.00

Investigators Jamie Maginnis I $325.00 23.00 $7,475.00 Kate Marshall I $275.00 19.50 $5,362.50 Investigator Total: 42.50 $12,837.50

Paralegals Lacey Russo PL $260.00 102.60 $26,676.00 Julie Wotring PL $275.00 34.00 $9,350.00 Paralegal Totals: 136.60 $36,026.00

Professional Staff Tiffany Ehm PS $250.00 45.25 $11,312.50 Professional Staff Totals: 45.25 $11,312.50

TOTALS: 1,233.80 $576,755.00

A = Associate C = Counsel I = Investigator P = Partner PL = Paralegal PS = Professional Staff SA = Staff Attorney

9. The time reflected in paragraph 8 was reasonable and necessary to effectively prosecute this case, and avoided duplication of efforts.

10. I reviewed the time printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time committed to the litigation. Based on this review, I believe that the time reflected in my firm’s lodestar calculation is reasonable in amount and was necessary for the effective and efficient

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prosecution and resolution of the litigation. KTMC litigated this case on a wholly contingent basis and the hourly rates shown for the attorneys and paraprofessionals at

KTMC are the current hourly rates for contingent matters, which are the same as the regular current rates charged for KTMC’s services in non-contingent matters. These rates have been accepted by courts in other complex actions.

11. Biographical details for the KTMC attorneys who worked on the case are included in Exhibit A, KTMC’s Firm Resume.

12. The time entries above do not include future time spent on this case to communicate with class members and monitor Defendants’ compliance with the

Settlement.

13. The above table is based on my firm’s contemporaneous time records, and breaks out the hours and rates for each attorney and paralegal. The table also shows the number of years each attorney has been engaged in the practice of law. Throughout this litigation, KTMC allocated work to maximize efficiency, assigning tasks within the firm based on a number of considerations and with the goal of minimizing duplication of effort, thereby minimizing fees in the case. Thus, senior attorneys did not do the work that could be accomplished more efficiently by more junior attorneys, and attorneys did not do work that could be completed by paraprofessionals. Had such efforts not been made, the lodestar would have been higher.

14. Details and material supporting the time records and expenses referenced in this declaration are available upon the request of the Court.

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I declare, pursuant to 28 U.S.C. § 1746 and under penalty of perjury, that the foregoing is true and correct to the best of my knowledge, information, and belief.

Executed at Radnor, Pennsylvania this 9th day of March, 2020.

/s/ Donna Siegel Moffa Donna Siegel Moffa

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EXHIBIT A CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 9 of 54

280 King of Prussia Road, Radnor, Pennsylvania 19087 • 610-667-7706 • Fax: 610-667-7056 • [email protected] One Sansome Street, Suite 1850, San Francisco, CA 94104 • 415-400-3000 • Fax: 415-400-3001 • [email protected]

www.ktmc.com

FIRM PROFILE

Since 1987, Kessler Topaz Meltzer & Check, LLP has specialized in the prosecution of securities class actions and has grown into one of the largest and most successful shareholder litigation firms in the field. With offices in Radnor, Pennsylvania and San Francisco, California, the Firm is comprised of 94 attorneys as well as an experienced support staff consisting of over 80 paralegals, in-house investigators, legal clerks and other personnel. With a large and sophisticated client base (numbering over 180 institutional investors from around the world -- including public and Taft-Hartley pension funds, mutual fund managers, investment advisors, insurance companies, hedge funds and other large investors), Kessler Topaz has developed an international reputation for excellence and has extensive experience prosecuting securities fraud actions. For the past several years, the National Law Journal has recognized Kessler Topaz as one of the top securities class action law firms in the country. In addition, the Legal Intelligencer recently awarded Kessler Topaz with its Class Action Litigation Firm of The Year award. Lastly, Kessler Topaz and several of its attorneys are regularly recognized by Legal500 and Benchmark: Plaintiffs as leaders in our field.

Kessler Topaz is serving or has served as lead or co-lead counsel in many of the largest and most significant securities class actions pending in the United States, including actions against: Bank of America, Duke Energy, Lehman Brothers, Hewlett Packard, Johnson & Johnson, JPMorgan Chase, Morgan Stanley and MGM Mirage, among others. As demonstrated by the magnitude of these high-profile cases, we take seriously our role in advising clients to seek lead plaintiff appointment in cases, paying special attention to the factual elements of the fraud, the size of losses and damages, and whether there are viable sources of recovery.

Kessler Topaz has recovered billions of dollars in the course of representing defrauded shareholders from around the world and takes pride in the reputation we have earned for our dedication to our clients. Kessler Topaz devotes significant time to developing relationships with its clients in a manner that enables the Firm to understand the types of cases they will be interested in pursuing and their expectations. Further, the Firm is committed to pursuing meaningful corporate governance reforms in cases where we suspect that systemic problems within a company could lead to recurring litigation and where such changes also have the possibility to increase the value of the underlying company. The Firm is poised to continue protecting rights worldwide. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 10 of 54

NOTEWORTHY ACHIEVEMENTS During the Firm’s successful history, Kessler Topaz has recovered billions of dollars for defrauded stockholders and consumers. The following are among the Firm’s notable achievements:

Securities Fraud Litigation

In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, Master File No. 09 MDL 2058: Kessler Topaz, as Co-Lead Counsel, brought an action on behalf of lead plaintiffs that asserted claims for violations of the federal securities laws against Bank of America Corp. (“BoA”) and certain of BoA’s officers and board members relating to BoA’s merger with Merrill Lynch & Co. (“Merrill”) and its failure to inform its shareholders of billions of dollars of losses which Merrill had suffered before the pivotal shareholder vote, as well as an undisclosed agreement allowing Merrill to pay up to $5.8 billion in bonuses before the acquisition closed, despite these losses. On September 28, 2012, the Parties announced a $2.425 billion case settlement with BoA to settle all claims asserted against all defendants in the action which has since received final approval from the Court. BoA also agreed to implement significant corporate governance improvements. The settlement, reached after almost four years of litigation with a trial set to begin on October 22, 2012, amounts to 1) the sixth largest securities class action lawsuit settlement ever; 2) the fourth largest securities class action settlement ever funded by a single corporate defendant; 3) the single largest settlement of a securities class action in which there was neither a financial restatement involved nor a criminal conviction related to the alleged misconduct; 4) the single largest securities class action settlement ever resolving a Section 14(a) claim (the federal securities provision designed to protect investors against misstatements in connection with a proxy solicitation); and 5) by far the largest securities class action settlement to come out of the subprime meltdown and credit crisis to date.

In re Tyco International, Ltd. Sec. Litig., No. 02-1335-B (D.N.H. 2002): Kessler Topaz, which served as Co-Lead Counsel in this highly publicized securities fraud class action on behalf of a group of institutional investors, achieved a record $3.2 billion settlement with Tyco International, Ltd. ("Tyco") and their auditor PricewaterhouseCoopers (“PwC”). The $2.975 billion settlement with Tyco represents the single-largest securities class action recovery from a single corporate defendant in history. In addition, the $225 million settlement with PwC represents the largest payment PwC has ever paid to resolve a securities class action and is the second-largest auditor settlement in securities class action history.

The action asserted federal securities claims on behalf of all purchasers of Tyco securities between December 13, 1999 and June 7, 2002 ("Class Period") against Tyco, certain former officers and directors of Tyco and PwC. Tyco is alleged to have overstated its income during the Class Period by $5.8 billion through a multitude of accounting manipulations and shenanigans. The case also involved allegations of looting and self-dealing by the officers and directors of the Company. In that regard, Defendants L. Dennis Kozlowski, the former CEO and Mark H. Swartz, the former CFO have been sentenced to up to 25 years in prison after being convicted of grand larceny, falsification of business records and conspiracy for their roles in the alleged scheme to defraud investors.

As presiding Judge Paul Barbadoro aptly stated in his Order approving the final settlement, “[i]t is difficult to overstate the complexity of [the litigation].” Judge Barbadoro noted the extraordinary effort required to pursue the litigation towards its successful conclusion, which included the review of more than 82.5 million pages of documents, more than 220 depositions and over 700 hundred discovery requests and responses. In addition to the complexity of the litigation, Judge Barbadoro also highlighted the great risk undertaken by CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 11 of 54

Co-Lead Counsel in pursuit of the litigation, which he indicated was greater than in other multi-billion dollar securities cases and “put [Plaintiffs] at the cutting edge of a rapidly changing area of law.”

In sum, the Tyco settlement is of historic proportions for the investors who suffered significant financial losses and it has sent a strong message to those who would try to engage in this type of misconduct in the future.

In re Tenet Healthcare Corp. Sec. Litig., No. CV-02-8462-RSWL (Rx) (C.D. Cal. 2002): Kessler Topaz served as Co-Lead Counsel in this action. A partial settlement, approved on May 26, 2006, was comprised of three distinct elements: (i) a substantial monetary commitment of $215 million by the company; (ii) personal contributions totaling $1.5 million by two of the individual defendants; and (iii) the enactment and/or continuation of numerous changes to the company’s corporate governance practices, which have led various institutional rating entities to rank Tenet among the best in the U.S. in regards to corporate governance. The significance of the partial settlement was heightened by Tenet’s precarious financial condition. Faced with many financial pressures — including several pending civil actions and federal investigations, with total contingent liabilities in the hundreds of millions of dollars — there was real concern that Tenet would be unable to fund a settlement or satisfy a judgment of any greater amount in the near future. By reaching the partial settlement, we were able to avoid the risks associated with a long and costly litigation battle and provide a significant and immediate benefit to the class. Notably, this resolution represented a unique result in securities class action litigation — personal financial contributions from individual defendants. After taking the case through the summary judgment stage, we were able to secure an additional $65 million recovery from KPMG – Tenet’s outside auditor during the relevant period – for the class, bringing the total recovery to $281.5 million.

In re Wachovia Preferred Securities and Bond/Notes Litigation, Master File No. 09 Civ. 6351 (RJS) (S.D.N.Y.): Kessler Topaz, as court-appointed Co-Lead Counsel, asserted class action claims for violations of the Securities Act of 1933 on behalf of all persons who purchased Wachovia Corporation (“Wachovia”) preferred securities issued in thirty separate offerings (the “Offerings”) between July 31, 2006 and May 29, 2008 (the “Offering Period”). Defendants in the action included Wachovia, various Wachovia related trusts, Wells Fargo as successor-in-interest to Wachovia, certain of Wachovia’s officer and board members, numerous underwriters that underwrote the Offerings, and KPMG LLP (“KPMG”), Wachovia’s former outside auditor. Plaintiffs alleged that the registration statements and prospectuses and prospectus supplements used to market the Offerings to Plaintiffs and other members of the class during the Offerings Period contained materially false and misleading statements and omitted material information. Specifically, the Complaint alleged that in connection with the Offerings, Wachovia: (i) failed to reveal the full extent to which its mortgage portfolio was increasingly impaired due to dangerously lax underwriting practices; (ii) materially misstated the true value of its mortgage-related assets; (iii) failed to disclose that its loan loss reserves were grossly inadequate; and (iv) failed to record write-downs and impairments to those assets as required by Generally Accepted Accounting Principles (“GAAP”). Even as Wachovia faced insolvency, the Offering Materials assured investors that Wachovia’s capital and liquidity positions were “strong,” and that it was so “well capitalized” that it was actually a “provider of liquidity” to the market. On August 5, 2011, the Parties announced a $590 million cash settlement with Wells Fargo (as successor-in-interest to Wachovia) and a $37 million cash settlement with KPMG, to settle all claims asserted against all defendants in the action. This settlement was approved by the Hon. Judge Richard J. Sullivan by order issued on January 3, 2012.

In re Initial Public Offering Sec. Litig., Master File No. 21 MC 92(SAS): This action settled for $586 million on January 1, 2010, after years of litigation overseen by U.S. District Judge Shira Scheindlin. Kessler Topaz served on the plaintiffs’ executive committee for the case, which was based upon the artificial inflation of stock prices during the dot-com boom of the late 1990s that led to CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 12 of 54

the collapse of the technology stock market in 2000 that was related to allegations of laddering and excess commissions being paid for IPO allocations.

In re Longtop Financial Technologies Ltd. Securities Litigation, No. 11-cv-3658 (S.D.N.Y.): Kessler Topaz, as Lead Counsel, brought an action on behalf of lead plaintiffs that asserted claims for violations of the federal securities laws against Longtop Financial Technologies Ltd. (“Longtop”), its Chief Executive Officer, Weizhou Lian, and its Chief Financial Officer, Derek Palaschuk. The claims against Longtop and these two individuals were based on a massive fraud that occurred at the company. As the CEO later confessed, the company had been a fraud since 2004. Specifically, Weizhou Lian confessed that the company’s cash balances and revenues were overstated by hundreds of millions of dollars and it had millions of dollars in unrecorded bank loans. The CEO further admitted that, in 2011 alone, Longtop’s revenues were overstated by about 40 percent. On November 14, 2013, after Weizhou Lian and Longtop failed to appear and defend the action, Judge Shira Scheindlin entered default judgment against these two defendants in the amount of $882.3 million plus 9 percent interest running from February 21, 2008 to the date of payment. The case then proceeded to trial against Longtop’s CFO who claimed he did not know about the fraud - and was not reckless in not knowing – when he made false statements to investors about Longtop’s financial results. On November 21, 2014, the jury returned a verdict on liability in favor of plaintiffs. Specifically, the jury found that the CFO was liable to the plaintiffs and the class for each of the eight challenged misstatements. Then, on November 24, 2014, the jury returned its damages verdict, ascribing a certain amount of inflation to each day of the class period and apportioning liability for those damages amongst the three named defendants. The Longtop trial was only the 14th securities class action to be tried to a verdict since the passage of the Private Securities Litigation Reform Act in 1995 and represents a historic victory for investors.

Operative Plasterers and Cement Masons International Association Local 262 Annuity Fund v. Lehman Brothers Holdings, Inc., No. 1:08-cv-05523-LAK (S.D.N.Y.): Kessler Topaz, on behalf of lead plaintiffs, asserted claims against certain individual defendants and underwriters of Lehman securities arising from misstatements and omissions regarding Lehman's financial condition, and its exposure to the residential and commercial real estate markets in the period leading to Lehman’s unprecedented bankruptcy filing on September 14, 2008. In July 2011, the Court sustained the majority of the amended Complaint finding that Lehman’s use of Repo 105, while technically complying with GAAP, still rendered numerous statements relating to Lehman’s purported Net Leverage Ration materially false and misleading. The Court also found that Defendants’ statements related to Lehman’s risk management policies were sufficient to state a claim. With respect to loss causation, the Court also failed to accept Defendants’ contention that the financial condition of the economy led to the losses suffered by the Class. As the case was being prepared for trial, a $517 million settlement was reached on behalf of shareholders --- $426 million of which came from various underwriters of the Offerings, representing a significant recovery for investors in this now bankrupt entity. In addition, $90 million came from Lehman’s former directors and officers, which is significant considering the diminishing assets available to pay any future judgment. Following these settlements, the litigation continued against Lehman’s auditor, Ernst & Young LLP. A settlement for $99 million was subsequently reached with Ernst & Young LLP and was approved by the Court.

Minneapolis Firefighters' Relief Association v. Medtronic, Inc. et al. Case No. 0:08-cv-06324-PAM- AJB (D. Minn.): Kessler Topaz brought an action on behalf of lead plaintiffs that alleged that the company failed to disclose its reliance on illegal “off-label” marketing techniques to drive the sales of its INFUSE Bone Graft (“INFUSE”) medical device. While physicians are allowed to prescribe a drug or medical device for any use they see fit, federal law prohibits medical device manufacturers from marketing devices for any uses not specifically approved by the United States Food and Drug Administration. The company’s off-label marketing practices have resulted in the company becoming the target of a probe by the federal government CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 13 of 54

which was revealed on November 18, 2008, when the company’s CEO reported that Medtronic received a subpoena from the United States Department of Justice which is “looking into off-label use of INFUSE.” After hearing oral argument on Defendants’ Motions to Dismiss, on February 3, 2010, the Court issued an order granting in part and denying in part Defendants’ motions, allowing a large portion of the action to move forward. The Court held that Plaintiff successfully stated a claim against each Defendant for a majority of the misstatements alleged in the Complaint and that each of the Defendants knew or recklessly disregarded the falsity of these statements and that Defendants’ fraud caused the losses experienced by members of the Class when the market learned the truth behind Defendants’ INFUSE marketing efforts. While the case was in discovery, on April 2, 2012, Medtronic agreed to pay shareholders an $85 million settlement. The settlement was approved by the Court by order issued on November 8, 2012.

In re Brocade Sec. Litig., Case No. 3:05-CV-02042 (N.D. Cal. 2005) (CRB): The complaint in this action alleges that Defendants engaged in repeated violations of federal securities laws by backdating options grants to top executives and falsified the date of stock option grants and other information regarding options grants to numerous employees from 2000 through 2004, which ultimately caused Brocade to restate all of its financial statements from 2000 through 2005. In addition, concurrent SEC civil and Department of Justice criminal actions against certain individual defendants were commenced. In August, 2007 the Court denied Defendant’s motions to dismiss and in October, 2007 certified a class of Brocade investors who were damaged by the alleged fraud. Discovery is currently proceeding and the case is being prepared for trial. Furthermore, while litigating the securities class action Kessler Topaz and its co-counsel objected to a proposed settlement in the Brocade derivative action. On March 21, 2007, the parties in In re Brocade Communications Systems, Inc. Derivative Litigation, No. C05- 02233 (N.D. Cal. 2005) (CRB) gave notice that they had obtained preliminary approval of their settlement. According to the notice, which was buried on the back pages of the Wall Street Journal, Brocade shareholders were given less than three weeks to evaluate the settlement and file any objection with the Court. Kessler Topaz client Puerto Rico Government Employees’ Retirement System (“PRGERS”) had a large investment in Brocade and, because the settlement was woefully inadequate, filed an objection. PRGERS, joined by fellow institutional investor Arkansas Public Employees Retirement System, challenged the settlement on two fundamental grounds. First, PRGERS criticized the derivative plaintiffs for failing to conduct any discovery before settling their claims. PRGERS also argued that derivative plaintiff’s abject failure to investigate its own claims before providing the defendants with broad releases from liability made it impossible to weigh the merits of the settlement. The Court agreed, and strongly admonished derivative plaintiffs for their failure to perform this most basic act of service to their fellow Brocade shareholders. The settlement was rejected and later withdrawn. Second, and more significantly, PRGERS claimed that the presence of the well-respected law firm Wilson, Sonsini Goodrich and Rosati, in this case, created an incurable conflict of interest that corrupted the entire settlement process. The conflict stemmed from WSGR’s dual role as counsel to Brocade and the Individual Settling Defendants, including WSGR Chairman and former Brocade Board Member Larry Sonsini. On this point, the Court also agreed and advised WSGR to remove itself from the case entirely. On May 25, 2007, WSGR complied and withdrew as counsel to Brocade. The case settled for $160 million and was approved by the Court.

In re Satyam Computer Services, Ltd. Sec. Litig., No. 09 MD 02027 (BSJ) (S.D.N.Y.): Kessler Topaz served as Co-Lead Counsel in this securities fraud class action in the Southern District of New York. The action asserts claims by lead plaintiffs for violations of the federal securities laws against Satyam Computer Services Limited (“Satyam” or the “Company”) and certain of Satyam’s former officers and directors and its former auditor PricewaterhouseCoopers International Ltd. (“PwC”) relating to the Company’s January 7, 2009, disclosure admitting that B. Ramalinga Raju (“B. Raju”), the Company’s former chairman, falsified Satyam’s financial reports by, among other things, inflating its reported cash balances by more than $1 billion. The news caused the price of Satyam’s common stock (traded on the National Stock Exchange of India and the Bombay Stock Exchange) and American Depository Shares (“ADSs”) (traded on the New York Stock Exchange (“NYSE”)) to collapse. From a closing price of $3.67 CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 14 of 54

per share on January 6, 2009, Satyam’s common stock closed at $0.82 per share on January 7, 2009. With respect to the ADSs, the news of B. Raju’s letter was revealed overnight in the United States and, as a result, trading in Satyam ADSs was halted on the NYSE before the markets opened on January 7, 2009. When trading in Satyam ADSs resumed on January 12, 2009, Satyam ADSs opened at $1.14 per ADS, down steeply from a closing price of $9.35 on January 6, 2009. Lead Plaintiffs filed a consolidated complaint on July 17, 2009, on behalf of all persons or entities, who (a) purchased or otherwise acquired Satyam’s ADSs in the United States; and (b) residents of the United States who purchased or otherwise acquired Satyam shares on the National Stock Exchange of India or the Bombay Stock Exchange between January 6, 2004 and January 6, 2009. Co-Lead Counsel secured a settlement for $125 million from Satyam on February 16, 2011. Additionally, Co-Lead Counsel was able to secure a $25.5 million settlement from PwC on April 29, 2011, who was alleged to have signed off on the misleading audit reports.

In re BankAtlantic Bancorp, Inc. Sec. Litig., Case No. 07-CV-61542 (S.D. Fla. 2007): On November 18, 2010, a panel of nine Miami, Florida jurors returned the first securities fraud verdict to arise out of the financial crisis against BankAtlantic Bancorp. Inc., its chief executive officer and chief financial officer. This case was only the tenth securities class action to be tried to a verdict following the passage of the Private Securities Litigation Reform Act of 1995, which governs such suits. Following extensive post-trial motion practice, the District Court upheld all of the Jury’s findings of fraud but vacated the damages award on a narrow legal issue and granted Defendant’s motion for a judgment as a matter of law. Plaintiffs appealed to the U.S. Court of Appeals for the Eleventh Circuit. On July 23, 2012, a three- judge panel for the Appeals Court found the District Court erred in granting the Defendant’s motion for a judgment as a matter of law based in part on the Jury’s findings (perceived inconsistency of two of the Jury’s answers to the special interrogatories) instead of focusing solely on the sufficiency of the evidence. However, upon its review of the record, the Appeals Court affirmed the District Court’s decision as it determined the Plaintiffs did not introduce evidence sufficient to support a finding in its favor on the element of loss causation. The Appeals Court’s decision in this case does not diminish the five years of hard work which Kessler Topaz expended to bring the matter to trial and secure an initial jury verdict in the Plaintiffs’ favor. This case is an excellent example of the Firm’s dedication to our clients and the lengths it will go to try to achieve the best possible results for institutional investors in shareholder litigation.

In re AremisSoft Corp. Sec. Litig., C.A. No. 01-CV-2486 (D.N.J. 2002): Kessler Topaz is particularly proud of the results achieved in this case before the Honorable Joel A. Pisano. This case was exceedingly complicated, as it involved the embezzlement of hundreds of millions of dollars by former officers of the Company, one of whom remains a fugitive. In settling the action, Kessler Topaz, as sole Lead Counsel, assisted in reorganizing AremisSoft as a new company to allow for it to continue operations, while successfully separating out the securities fraud claims and the bankrupt Company’s claims into a litigation trust. The approved Settlement enabled the class to receive the majority of the equity in the new Company, as well as their pro rata share of any amounts recovered by the litigation trust. During this litigation, actions have been initiated in the Isle of Man, Cyprus, as well as in the United States as we continue our efforts to recover assets stolen by corporate insiders and related entities.

In re CVS Corporation Sec. Litig., C.A. No. 01-11464 JLT (D.Mass. 2001): Kessler Topaz, serving as Co-Lead Counsel on behalf of a group of institutional investors, secured a cash recovery of $110 million for the class, a figure which represents the third-largest payout for a securities action in Boston federal court. Kessler Topaz successfully litigated the case through summary judgment before ultimately achieving this outstanding result for the class following several mediation sessions, and just prior to the commencement of trial.

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In re Marvell Technology, Group, Ltd. Sec. Lit., Master File No. 06-06286 RWM: Kessler Topaz served as Co-Lead Counsel in this securities class action brought against Marvell Technology Group Ltd. (“Marvell”) and three of Marvell’s executive officers. This case centered around an alleged options backdating scheme carried out by Defendants from June 2000 through June 2006, which enabled Marvell’s executives and employees to receive options with favorable option exercise prices chosen with the benefit of hindsight, in direct violation of Marvell’s stock option plan, as well as to avoid recording hundreds of millions of dollars in compensation expenses on the Marvell’s books. In total, the restatement conceded that Marvell had understated the cumulative effect of its compensation expense by $327.3 million, and overstated net income by $309.4 million, for the period covered by the restatement. Following nearly three years of investigation and prosecution of the Class’ claims as well as a protracted and contentious mediation process, Co-Lead Counsel secured a settlement for $72 million from defendants on June 9, 2009. This Settlement represents a substantial portion of the Class’ maximum provable damages, and is among the largest settlements, in total dollar amount, reached in an option backdating securities class action.

In re Delphi Corp. Sec. Litig., Master File No. 1:05-MD-1725 (E.D. Mich. 2005): In early 2005, various securities class actions were filed against auto-parts manufacturer Delphi Corporation in the Southern District of New York. Kessler Topaz its client, Austria-based mutual fund manager Raiffeisen Kapitalanlage-Gesellschaft m.b.H. (“Raiffeisen”), were appointed as Co-Lead Counsel and Co- Lead Plaintiff, respectively. The Lead Plaintiffs alleged that (i) Delphi improperly treated financing transactions involving inventory as sales and disposition of inventory; (ii) improperly treated financing transactions involving “indirect materials” as sales of these materials; and (iii) improperly accounted for payments made to and credits received from General Motors as warranty settlements and obligations. As a result, Delphi’s reported revenue, net income and financial results were materially overstated, prompting Delphi to restate its earnings for the five previous years. Complex litigation involving difficult bankruptcy issues has potentially resulted in an excellent recovery for the class. In addition, Co-Lead Plaintiffs also reached a settlement of claims against Delphi’s outside auditor, Deloitte & Touche, LLP, for $38.25 million on behalf of Delphi investors.

In re Royal Dutch Shell European Shareholder Litigation, No. 106.010.887, Gerechtshof Te Amsterdam (Amsterdam Court of Appeal): Kessler Topaz was instrumental in achieving a landmark $352 million settlement on behalf non-US investors with Royal Dutch Shell plc relating to Shell's 2004 restatement of oil reserves. This settlement of securities fraud claims on a class-wide basis under Dutch law was the first of its kind, and sought to resolve claims exclusively on behalf of European and other non-United States investors. Uncertainty over whether jurisdiction for non-United States investors existed in a 2004 class action filed in federal court in New Jersey prompted a significant number of prominent European institutional investors from nine countries, representing more than one billion shares of Shell, to actively pursue a potential resolution of their claims outside the United States. Among the European investors which actively sought and supported this settlement were Alecta pensionsförsäkring, ömsesidigt, PKA Pension Funds Administration Ltd., Swedbank Robur Fonder AB, AP7 and AFA Insurance, all of which were represented by Kessler Topaz.

In re Computer Associates Sec. Litig., No. 02-CV-1226 (E.D.N.Y. 2002): Kessler Topaz served as Co-Lead Counsel on behalf of plaintiffs, alleging that Computer Associates and certain of its officers misrepresented the health of the company’s business, materially overstated the company’s revenues, and engaged in illegal insider selling. After nearly two years of litigation, Kessler Topaz helped obtain a settlement of $150 million in cash and stock from the company.

In re The Interpublic Group of Companies Sec. Litig., No. 02 Civ. 6527 (S.D.N.Y. 2002): Kessler Topaz served as sole Lead Counsel in this action on behalf of an institutional investor and received final approval of a settlement consisting of $20 million in cash and 6,551,725 shares of IPG common stock. As of the final hearing in the case, the stock had an approximate value of $87 million, resulting in a total CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 16 of 54

settlement value of approximately $107 million. In granting its approval, the Court praised Kessler Topaz for acting responsibly and noted the Firm’s professionalism, competence and contribution to achieving such a favorable result.

In re Digital Lightwave, Inc. Sec. Litig., Consolidated Case No. 98-152-CIV-T-24E (M.D. Fla. 1999): The firm served as Co-Lead Counsel in one of the nation’s most successful securities class actions in history measured by the percentage of damages recovered. After extensive litigation and negotiations, a settlement consisting primarily of stock was worth over $170 million at the time when it was distributed to the Class. Kessler Topaz took on the primary role in negotiating the terms of the equity component, insisting that the class have the right to share in any upward appreciation in the value of the stock after the settlement was reached. This recovery represented an astounding approximately two hundred percent (200%) of class members’ losses.

In re Transkaryotic Therapies, Inc. Sec. Litig., Civil Action No.: 03-10165-RWZ (D. Mass. 2003): After five years of hard-fought, contentious litigation, Kessler Topaz as Lead Counsel on behalf of the Class, entered into one of largest settlements ever against a biotech company with regard to non-approval of one of its drugs by the U.S. Food and Drug Administration (“FDA”). Specifically, the Plaintiffs alleged that Transkaryotic Therapies, Inc. (“TKT”) and its CEO, Richard Selden, engaged in a fraudulent scheme to artificially inflate the price of TKT common stock and to deceive Class Members by making misrepresentations and nondisclosures of material facts concerning TKT’s prospects for FDA approval of Replagal, TKT’s experimental enzyme replacement therapy for Fabry disease. With the assistance of the Honorable Daniel Weinstein, a retired state court judge from California, Kessler Topaz secured a $50 million settlement from the Defendants during a complex and arduous mediation.

In re PNC Financial Services Group, Inc. Sec. Litig., Case No. 02-CV-271 (W.D. Pa. 2002): Kessler Topaz served as Co-Lead Counsel in a securities class action case brought against PNC bank, certain of its officers and directors, and its outside auditor, Ernst & Young, LLP (“E&Y”), relating to the conduct of Defendants in establishing, accounting for and making disclosures concerning three special purpose entities (“SPEs”) in the second, third and fourth quarters of PNC’s 2001 fiscal year. Plaintiffs alleged that these entities were created by Defendants for the sole purpose of allowing PNC to secretly transfer hundreds of millions of dollars worth of non-performing assets from its own books to the books of the SPEs without disclosing the transfers or consolidating the results and then making positive announcements to the public concerning the bank’s performance with respect to its non-performing assets. Complex issues were presented with respect to all defendants, but particularly E&Y. Throughout the litigation E&Y contended that because it did not make any false and misleading statements itself, the Supreme Court’s opinion in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164 (1993) foreclosed securities liability for “aiding or abetting” securities fraud for purposes of Section 10(b) liability. Plaintiffs, in addition to contending that E&Y did make false statements, argued that Rule 10b-5’s deceptive conduct prong stood on its own as an independent means of committing fraud and that so long as E&Y itself committed a deceptive act, it could be found liable under the securities laws for fraud. After several years of litigation and negotiations, PNC paid $30 million to settle the action, while also assigning any claims it may have had against E&Y and certain other entities that were involved in establishing and/or reporting on the SPEs. Armed with these claims, class counsel was able to secure an additional $6.6 million in settlement funds for the class from two law firms and a third party insurance company and $9.075 million from E&Y. Class counsel was also able to negotiate with the U.S. government, which had previously obtained a disgorgement fund of $90 million from PNC and $46 million from the third party insurance carrier, to combine all funds into a single settlement fund that exceeded $180 million and is currently in the process of being distributed to the entire class, with PNC paying all costs of notifying the Class of the settlement.

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In re SemGroup Energy Partners, L.P., Sec. Litig., No. 08-md-1989 (DC) (N.D. Okla.): Kessler Topaz, which was appointed by the Court as sole Lead Counsel, litigated this matter, which ultimately settled for $28 million. The defense was led by 17 of the largest and best capitalized defense law firms in the world. On April 20, 2010, in a fifty-page published opinion, the United States District Court for the Northern District of Oklahoma largely denied defendants’ ten separate motions to dismiss Lead Plaintiff’s Consolidated Amended Complaint. The Complaint alleged that: (i) defendants concealed SemGroup’s risky trading operations that eventually caused SemGroup to declare bankruptcy; and (ii) defendants made numerous false statements concerning SemGroup’s ability to provide its publicly-traded Master Limited Partnership stable cash-flows. The case was aggressively litigated out of the Firm’s San Francisco and Radnor offices and the significant recovery was obtained, not only from the Company’s principals, but also from its underwriters and outside directors.

In re Liberate Technologies Sec. Litig., No. C-02-5017 (MJJ) (N.D. Cal. 2005): Kessler Topaz represented plaintiffs which alleged that Liberate engaged in fraudulent revenue recognition practices to artificially inflate the price of its stock, ultimately forcing it to restate its earning. As sole Lead Counsel, Kessler Topaz successfully negotiated a $13.8 million settlement, which represents almost 40% of the damages suffered by the class. In approving the settlement, the district court complimented Lead Counsel for its “extremely credible and competent job.”

In re Riverstone Networks, Inc. Sec. Litig., Case No. CV-02-3581 (N.D. Cal. 2002): Kessler Topaz served as Lead Counsel on behalf of plaintiffs alleging that Riverstone and certain of its officers and directors sought to create the impression that the Company, despite the industry-wide downturn in the telecom sector, had the ability to prosper and succeed and was actually prospering. In that regard, plaintiffs alleged that defendants issued a series of false and misleading statements concerning the Company’s financial condition, sales and prospects, and used inside information to personally profit. After extensive litigation, the parties entered into formal mediation with the Honorable Charles Legge (Ret.). Following five months of extensive mediation, the parties reached a settlement of $18.5 million.

Shareholder Derivative Actions

In re Facebook, Inc. Class C Reclassification Litig., C.A. No. 12286-VCL (Del. Ch. Sept. 25, 2017): Kessler Topaz served as co-lead counsel in this stockholder class action that challenged a proposed reclassification of Facebook’s capital structure to accommodate the charitable giving goals of its founder and controlling stockholder Mark Zuckerberg. The Reclassification involved the creation of a new class of nonvoting Class C stock, which would be issued as a dividend to all Facebook Class A and Class B stockholders (including Zuckerberg) on a 2-for-1 basis. The purpose and effect of the Reclassification was that it would allow Zuckerberg to sell billions of dollars worth of nonvoting Class C shares without losing his voting control of Facebook. The litigation alleged that Zuckerberg and Facebook’s board of directors breached their fiduciary duties in approving the Reclassification at the behest of Zuckerberg and for his personal benefit. At trial Kessler Topaz was seeking a permanent injunction to prevent the consummation of the Reclassification. The litigation was carefully followed in the business and corporate governance communities, due to the high-profile nature of Facebook, Zuckerberg, and the issues at stake. After almost a year and a half of hard fought litigation, just one business day before trial was set to commence, Facebook and Zuckerberg abandoned the Reclassification, granting Plaintiffs complete victory.

In re CytRx Stockholder Derivative Litig., Consol. C.A. No. 9864-VCL (Del. Ch. Nov. 20, 2015): Kessler Topaz served as co-lead counsel in a shareholder derivative action challenging 2.745 million “spring-loaded” stock options. On the day before CytRx announced the most important news in the Company’s history concerning the positive trial results for one of its significant pipeline drugs, the Compensation Committee of CytRx’s Board of Directors granted the stock options to themselves, their CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 18 of 54

fellow directors and several Company officers which immediately came “into the money” when CytRx’s stock price shot up immediately following the announcement the next day. Kessler Topaz negotiated a settlement recovering 100% of the excess compensation received by the directors and approximately 76% of the damages potentially obtainable from the officers. In addition, as part of the settlement, Kessler Topaz obtained the appointment of a new independent director to the Board of Directors and the implementation of significant reforms to the Company’s stock option award processes. The Court complimented the settlement, explaining that it “serves what Delaware views as the overall positive function of stockholder litigation, which is not just recovery in the individual case but also deterrence and norm enforcement.”

International Brotherhood of Electrical Workers Local 98 Pension Fund v. Black, et al., Case No. 37- 2011-00097795-CU-SL-CTL (Sup. Ct. Cal., San Diego Feb. 5, 2016) (“Encore Capital Group, Inc.”): Kessler Topaz, as co-lead counsel, represented International Brotherhood of Electrical Workers Local 98 Pension Fund in a shareholder derivative action challenging breaches of fiduciary duties and other violations of law in connection with Encore’s debt collection practices, including robo-signing affidavits and improper use of the court system to collect alleged consumer debts. Kessler Topaz negotiated a settlement in which the Company implemented industry-leading reforms to its risk management and corporate governance practices, including creating Chief Risk Officer and Chief Compliance Officer positions, various compliance committees, and procedures for consumer complaint monitoring.

In re Southern Peru Copper Corp. Derivative Litigation, Consol. CA No. 961-CS (Del. Ch. 2011): Kessler Topaz served as co-lead counsel in this landmark $2 billion post-trial decision, believed to be the largest verdict in Delaware corporate law history. In 2005, Southern Peru, a publicly-traded copper mining company, acquired Minera Mexico, a private mining company owned by Southern Peru’s majority stockholder Grupo Mexico. The acquisition required Southern Peru to pay Grupo Mexico more than $3 billion in Southern Peru stock. We alleged that Grupo Mexico had caused Southern Peru to grossly overpay for the private company in deference to its majority shareholder’s interests. Discovery in the case spanned years and continents, with depositions in Peru and Mexico. The trial court agreed and ordered Grupo Mexico to pay more than $2 billion in damages and interest. The Delaware Supreme Court affirmed on appeal.

Quinn v. Knight, No. 3:16-cv-610 (E.D. Va. Mar. 16, 2017) (“Apple REIT Ten”): This shareholder derivative action challenged a conflicted “roll up” REIT transaction orchestrated by Glade M. Knight and his son Justin Knight. The proposed transaction paid the Knights millions of dollars while paying public stockholders less than they had invested in the company. The case was brought under Virginia law, and settled just ten days before trial, with stockholders receiving an additional $32 million in merger consideration.

Kastis v. Carter, C.A. No. 8657-CB (Del. Ch. Sept. 19, 2016) (“Hemispherx Biopharma, Inc.”): This derivative action challenged improper bonuses paid to two company executives of this small pharmaceutical company that had never turned a profit. In response to the complaint, Hemispherx’s board first adopted a “fee-shifting” bylaw that would have required stockholder plaintiffs to pay the company’s legal fees unless the plaintiffs achieved 100% of the relief they sought. This sort of bylaw, if adopted more broadly, could substantially curtail meritorious litigation by stockholders unwilling to risk losing millions of dollars if they bring an unsuccsessful case. After Kessler Topaz presented its argument in court, Hemispherx withdrew the bylaw. Kessler Topaz ultimately negotiated a settlement requiring the two executives to forfeit several million dollars’ worth of accrued but unpaid bonuses, future bonuses and director fees. The company also recovered $1.75 million from its insurance carriers, appointed a new independent director to the board, and revised its compensation program.

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Montgomery v. Erickson, Inc., et al., C.A. No. 8784-VCL (Del. Ch. Sept. 12, 2016): Kessler Topaz represented an individual stockholder who asserted in the Delaware Court of Chancery class action and derivative claims challenging merger and recapitalization transactions that benefitted the company’s controlling stockholders at the expense of the company and its minority stockholders. Plaintiff alleged that the controlling stockholders of Erickson orchestrated a series of transactions with the intent and effect of using Erickson’s money to bail themselves out of a failing investment. Defendants filed a motion to dismiss the complaint, which Kessler Topaz defeated, and the case proceeded through more than a year of fact discovery. Following an initially unsuccessful mediation and further litigation, Kessler Topaz ultimately achieved an $18.5 million cash settlement, 80% of which was distributed to members of the stockholder class to resolve their direct claims and 20% of which was paid to the company to resolve the derivative claims. The settlement also instituted changes to the company’s governing documents to prevent future self-dealing transactions like those that gave rise to the case.

In re Helios Closed-End Funds Derivative Litig., No. 2:11-cv-02935-SHM-TMP (W.D. Tenn.): Kessler Topaz represented stockholders of four closed-end mutual funds in a derivative action against the funds’ former investment advisor, Morgan Asset Management. Plaintiffs alleged that the defendants mismanaged the funds by investing in riskier securities than permitted by the funds’ governing documents and, after the values of these securities began to precipitously decline beginning in early 2007, cover up their wrongdoing by assigning phony values to the funds’ investments and failing to disclose the extent of the decrease in value of the funds’ assets. In a rare occurrence in derivative litigation, the funds’ Boards of Directors eventually hired Kessler Topaz to prosecute the claims against the defendants on behalf of the funds. Our litigation efforts led to a settlement that recovered $6 million for the funds and ensured that the funds would not be responsible for making any payment to resolve claims asserted against them in a related multi-million dollar securities class action. The fund’s Boards fully supported and endorsed the settlement, which was negotiated independently of the parallel securities class action.

In re Viacom, Inc. Shareholder Derivative Litig., Index No. 602527/05 (New York County, NY 2005): Kessler Topaz represented the Public Employees’ Retirement System of Mississippi and served as Lead Counsel in a derivative action alleging that the members of the Board of Directors of Viacom, Inc. paid excessive and unwarranted compensation to Viacom’s Executive Chairman and CEO, Sumner M. Redstone, and co-COOs Thomas E. Freston and Leslie Moonves, in breach of their fiduciary duties. Specifically, we alleged that in fiscal year 2004, when Viacom reported a record net loss of $17.46 billion, the board improperly approved compensation payments to Redstone, Freston, and Moonves of approximately $56 million, $52 million, and $52 million, respectively. Judge Ramos of the New York Supreme Court denied Defendants’ motion to dismiss the action as we overcame several complex arguments related to the failure to make a demand on Viacom’s Board; Defendants then appealed that decision to the Appellate Division of the Supreme Court of New York. Prior to a decision by the appellate court, a settlement was reached in early 2007. Pursuant to the settlement, Sumner Redstone, the company's Executive Chairman and controlling shareholder, agreed to a new compensation package that, among other things, substantially reduces his annual salary and cash bonus, and ties the majority of his incentive compensation directly to shareholder returns.

In re Family Dollar Stores, Inc. Derivative Litig., Master File No. 06-CVS-16796 (Mecklenburg County, NC 2006): Kessler Topaz served as Lead Counsel, derivatively on behalf of Family Dollar Stores, Inc., and against certain of Family Dollar’s current and former officers and directors. The actions were pending in Mecklenburg County Superior Court, Charlotte, North Carolina, and alleged that certain of the company’s officers and directors had improperly backdated stock options to achieve favorable exercise prices in violation of shareholder-approved stock option plans. As a result of these shareholder derivative actions, Kessler Topaz was able to achieve substantial relief for Family Dollar and its shareholders. Through Kessler Topaz’s litigation of this action, Family Dollar agreed to cancel hundreds of thousands of stock options CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 20 of 54

granted to certain current and former officers, resulting in a seven-figure net financial benefit for the company. In addition, Family Dollar has agreed to, among other things: implement internal controls and granting procedures that are designed to ensure that all stock options are properly dated and accounted for; appoint two new independent directors to the board of directors; maintain a board composition of at least 75 percent independent directors; and adopt stringent officer stock-ownership policies to further align the interests of officers with those of Family Dollar shareholders. The settlement was approved by Order of the Court on August 13, 2007.

Carbon County Employees Retirement System, et al., Derivatively on Behalf of Nominal Defendant Southwest Airlines Co. v. Gary C. Kelly, et al. Cause No. 08-08692 (District Court of Dallas County, Texas): As lead counsel in this derivative action, we negotiated a settlement with far-reaching implications for the safety and security of airline passengers.

Our clients were shareholders of Southwest Airlines Co. (Southwest) who alleged that certain officers and directors had breached their fiduciary duties in connection with Southwest’s violations of Federal Aviation Administration safety and maintenance regulations. Plaintiffs alleged that from June 2006 to March 2007, Southwest flew 46 Boeing 737 airplanes on nearly 60,000 flights without complying with a 2004 FAA Airworthiness Directive requiring fuselage fatigue inspections. As a result, Southwest was forced to pay a record $7.5 million fine. We negotiated numerous reforms to ensure that Southwest’s Board is adequately apprised of safety and operations issues, and implementing significant measures to strengthen safety and maintenance processes and procedures.

The South Financial Group, Inc. Shareholder Litigation, C.A. No. 2008-CP-23-8395 (S.C. C.C.P. 2009): Represented shareholders in derivative litigation challenging board’s decision to accelerate “golden parachute” payments to South Financial Group’s CEO as the company applied for emergency assistance in 2008 under the Troubled Asset Recovery Plan (TARP).

We sought injunctive relief to block the payments and protect the company’s ability to receive the TARP funds. The litigation was settled with the CEO giving up part of his severance package and agreeing to leave the board, as well as the implementation of important corporate governance changes one commentator described as “unprecedented.”

Options Backdating

In 2006, the Wall Street Journal reported that three companies appeared to have “backdated” stock option grants to their senior executives, pretending that the options had been awarded when the stock price was at its lowest price of the quarter, or even year. An executive who exercised the option thus paid the company an artificially low price, which stole money from the corporate coffers. While stock options are designed to incentivize recipients to drive the company’s stock price up, backdating options to artificially low prices undercut those incentives, overpaid executives, violated tax rules, and decreased shareholder value.

Kessler Topaz worked with a financial analyst to identify dozens of other companies that had engaged in similar practices, and filed more than 50 derivative suits challenging the practice. These suits sought to force the executives to disgorge their improper compensation and to revamp the companies’ executive compensation policies. Ultimately, as lead counsel in these derivative actions, Kessler Topaz achieved significant monetary and non-monetary benefits at dozens of companies, including:

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Comverse Technology, Inc.: Settlement required Comverse’s founder and CEO Kobi Alexander, who fled to Namibia after the backdating was revealed, to disgorge more than $62 million in excessive backdated option compensation. The settlement also overhauled the company’s corporate governance and internal controls, replacing a number of directors and corporate executives, splitting the Chairman and CEO positions, and instituting majority voting for directors.

Monster Worldwide, Inc.: Settlement required recipients of backdated stock options to disgorge more than $32 million in unlawful gains back to the company, plus agreeing to significant corporate governance measures. These measures included (a) requiring Monster’s founder Andrew McKelvey to reduce his voting control over Monster from 31% to 7%, by exchanging super-voting stock for common stock; and (b) implementing new equity granting practices that require greater accountability and transparency in the granting of stock options moving forward. In approving the settlement, the court noted “the good results, mainly the amount of money for the shareholders and also the change in governance of the company itself, and really the hard work that had to go into that to achieve the results….”

Affiliated Computer Services, Inc.: Settlement required executives, including founder Darwin Deason, to give up $20 million in improper backdated options. The litigation was also a catalyst for the company to replace its CEO and CFO and revamp its executive compensation policies.

Mergers & Acquisitions Litigation

City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., C.A. No. 12481- VCL (Del. Ch.): On September 12, 2017, the Delaware Chancery Court approved one of the largest class action M&A settlements in the history of the Delaware Chancery Court, a $86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP.

The settlement caused ExamWorks stockholders to receive a 6% improvement on the $35.05 per share merger consideration negotiated by the defendants. This amount is unusual especially for litigation challenging a third-party merger. The settlement amount is also noteworthy because it includes a $46.5 million contribution from ExamWorks’ outside legal counsel, Paul Hastings LLP.

In re ArthroCare Corporation S’holder Litig., Consol. C.A. No. 9313-VCL (Del. Ch. Nov. 13, 2014): Kessler Topaz, as co-lead counsel, challenged the take-private of Arthrocare Corporation by private equity firm Smith & Nephew. This class action litigation alleged, among other things, that Arthrocare’s Board breached their fiduciary duties by failing to maximize stockholder value in the merger. Plaintiffs also alleged that that the merger violated Section 203 of the Delaware General Corporation Law, which prohibits mergers with “interested stockholders,” because Smith & Nephew had contracted with JP Morgan to provide financial advice and financing in the merger, while a subsidiary of JP Morgan owned more than 15% of Arthrocare’s stock. Plaintiffs also alleged that the agreement between Smith & Nephew and the JP Morgan subsidiary violated a “standstill” agreement between the JP Morgan subsidiary and Arthrocare. The court set these novel legal claims for an expedited trial prior to the closing of the merger. The parties agreed to settle the action when Smith & Nephew agreed to increase the merger consideration paid to Arthrocare stockholders by $12 million, less than a month before trial.

In re Safeway Inc. Stockholders Litig., C.A. No. 9445-VCL (Del. Ch. Sept. 17, 2014): Kessler Topaz represented the Oklahoma Firefighters Pension and Retirement System in class action litigation challenging the acquisition of Safeway, Inc. by Albertson’s grocery chain for $32.50 per share in cash and contingent value rights. Kessler Topaz argued that the value of CVRs was illusory, and Safeway’s shareholder rights plan had a prohibitive effect on potential bidders making superior offers to acquire CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 22 of 54

Safeway, which undermined the effectiveness of the post-signing “go shop.” Plaintiffs sought to enjoin the transaction, but before the scheduled preliminary injunction hearing took place, Kessler Topaz negotiated (i) modifications to the terms of the CVRs and (ii) defendants’ withdrawal of the shareholder rights plan. In approving the settlement, Vice Chancellor Laster of the Delaware Chancery Court stated that “the plaintiffs obtained significant changes to the transaction . . . that may well result in material increases in the compensation received by the class,” including substantial benefits potentially in excess of $230 million.

In re MPG Office Trust, Inc. Preferred Shareholder Litig., Cons. Case No. 24-C-13-004097 (Md. Cir. Oct. 20, 2015): Kessler Topaz challenged a coercive tender offer whereby MPG preferred stockholders received preferred stock in Brookfield Office Properties, Inc. without receiving any compensation for their accrued and unpaid dividends. Kessler Topaz negotiated a settlement where MPG preferred stockholders received a dividend of $2.25 per share, worth approximately $21 million, which was the only payment of accrued dividends Brookfield DTLA Preferred Stockholders had received as of the time of the settlement.

In re Globe Specialty Metals, Inc. Stockholders Litig., C.A. 10865-VCG (Del. Ch. Feb. 15, 2016): Kessler Topaz served as co-lead counsel in class action litigation arising from Globe’s acquisition by Grupo Atlantica to form Ferroglobe. Plaintiffs alleged that Globe’s Board breached their fiduciary duties to Globe’s public stockholders by agreeing to sell Globe for an unfair price, negotiating personal benefits for themselves at the expense of the public stockholders, failing to adequately inform themselves of material issues with Grupo Atlantica, and issuing a number of materially deficient disclosures in an attempt to mask issues with the negotiations. At oral argument on Plaintiffs’ preliminary injunction motion, the Court held that Globe stockholders likely faced irreparable harm from the Board’s conduct, but reserved ruling on the other preliminary injunction factors. Prior to the Court’s final ruling, the parties agreed to settle the action for $32.5 million and various corporate governance reforms to protect Globe stockholders’ rights in Ferroglobe.

In re Dole Food Co., Inc. Stockholder Litig., Consol. C.A. No. 8703-VCL, 2015 WL 5052214 (Del. Ch. Aug. 27, 2015): On August 27, 2015, Vice Chancellor J. Travis Laster issued his much-anticipated post-trial verdict in litigation by former stockholders of Dole Food Company against Dole’s chairman and controlling stockholder David Murdock. In a 106-page ruling, Vice Chancellor Laster found that Murdock and his longtime lieutenant, Dole’s former president and general counsel C. Michael Carter, unfairly manipulated Dole’s financial projections and misled the market as part of Murdock’s efforts to take the company private in a deal that closed in November 2013. Among other things, the Court concluded that Murdock and Carter “primed the market for the freeze-out by driving down Dole’s stock price” and provided the company’s outside directors with “knowingly false” information and intended to “mislead the board for Mr. Murdock’s benefit.”

Vice Chancellor Laster found that the $13.50 per share going-private deal underpaid stockholders, and awarded class damages of $2.74 per share, totaling $148 million. That award represents the largest post- trial class recovery in the merger context. The largest post-trial derivative recovery in a merger case remains Kessler Topaz’s landmark 2011 $2 billion verdict in In re Southern Peru.

In re Genentech, Inc. Shareholders Lit., Cons. Civ. Action No. 3991-VCS (Del. Ch. 2008): Kessler Topaz served as Co-Lead Counsel in this shareholder class action brought against the directors of Genentech and Genentech’s majority stockholder, Roche Holdings, Inc., in response to Roche’s July 21, 2008 attempt to acquire Genentech for $89 per share. We sought to enforce provisions of an Affiliation Agreement between Roche and Genentech and to ensure that Roche fulfilled its fiduciary obligations to Genentech’s shareholders through any buyout effort by Roche. After moving to enjoin the tender offer, Kessler Topaz negotiated with Roche and Genentech to amend the Affiliation Agreement to allow a CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 23 of 54

negotiated transaction between Roche and Genentech, which enabled Roche to acquire Genentech for $95 per share, approximately $3.9 billion more than Roche offered in its hostile tender offer. In approving the settlement, then-Vice Chancellor Leo Strine complimented plaintiffs’ counsel, noting that this benefit was only achieved through “real hard-fought litigation in a complicated setting.”

In re GSI Commerce, Inc. Shareholder Litig., Consol. C.A. No. 6346-VCN (Del. Ch. Nov. 15, 2011): On behalf of the Erie County Employees’ Retirement System, we alleged that GSI’s founder breached his fiduciary duties by negotiating a secret deal with eBay for him to buy several GSI subsidiaries at below market prices before selling the remainder of the company to eBay. These side deals significantly reduced the acquisition price paid to GSI stockholders. Days before an injunction hearing, we negotiated an improvement in the deal price of $24 million.

In re Amicas, Inc. Shareholder Litigation, 10-0174-BLS2 (Suffolk County, MA 2010): Kessler Topaz served as lead counsel in class action litigation challenging a proposed private equity buyout of Amicas that would have paid Amicas shareholders $5.35 per share in cash while certain Amicas executives retained an equity stake in the surviving entity moving forward. Kessler Topaz prevailed in securing a preliminary injunction against the deal, which then allowed a superior bidder to purchase the Company for an additional $0.70 per share ($26 million). The court complimented Kessler Topaz attorneys for causing an “exceptionally favorable result for Amicas’ shareholders” after “expend[ing] substantial resources.”

In re Harleysville Mutual, Nov. Term 2011, No. 02137 (C.C.P., Phila. Cnty.): Kessler Topaz served as co-lead counsel in expedited merger litigation challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company. Plaintiffs alleged that policyholders were entitled to receive cash in exchange for their ownership interests in the company, not just new Nationwide policies. Plaintiffs also alleged that the merger was “fundamentally unfair” under Pennsylvania law. The defendants contested the allegations and contended that the claims could not be prosecuted directly by policyholders (as opposed to derivatively on the company’s behalf). Following a two-day preliminary injunction hearing, we settled the case in exchange for a $26 million cash payment to policyholders.

Consumer Protection and Fiduciary Litigation

In re: J.P. Jeanneret Associates Inc., et al., No. 09-cv-3907 (S.D.N.Y.): Kessler Topaz served as lead counsel for one of the plaintiff groups in an action against J.P. Jeanneret and Ivy Asset Management relating to an alleged breach of fiduciary and statutory duty in connection with the investment of retirement plan assets in Bernard Madoff-related entities. By breaching their fiduciary duties, Defendants caused significant losses to the retirement plans. Following extensive hard-fought litigation, the case settled for a total of $216.5 million.

In re: National City Corp. Securities, Derivative and ERISA Litig, No. 08-nc-7000 (N.D. Ohio): Kessler Topaz served as a lead counsel in this complex action alleging that certain directors and officers of National City Corp. breached their fiduciary duties under the Employee Retirement Income Security Act of 1974. These breaches arose from an investment in National City stock during a time when defendants knew, or should have known, that the company stock was artificially inflated and an imprudent investment for the company’s 401(k) plan. The case settled for $43 million on behalf of the plan, plaintiffs and a settlement class of plan participants.

Alston, et al. v. Countrywide Financial Corp. et al., No. 07-cv-03508 (E.D. Pa.): Kessler Topaz served as lead counsel in this novel and complex action which alleged that Defendants Countrywide Financial Corporation, Countrywide Home Loans, Inc. and Balboa Reinsurance Co. violated CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 24 of 54

the Real Estate Settlement Procedure Act (“RESPA”) and ultimately cost borrowers millions of dollars. Specifically, the action alleged that Defendants engaged in a scheme related to private mortgage insurance involving kickbacks, which are prohibited under RESPA. After three and a half years of hard-fought litigation, the action settled for $34 million.

Trustees of the Local 464A United Food and Commercial Workers Union Pension Fund, et al. v. Wachovia Bank, N.A., et al., No. 09-cv-00668 (DNJ): For more than 50 years, Wachovia and its predecessors acted as investment manager for the Local 464A UFCW Union Funds, exercising investment discretion consistent with certain investment guidelines and fiduciary obligations. Until mid-2007, Wachovia managed the fixed income assets of the funds safely and conservatively, and their returns closely tracked the Lehman Aggregate Bond Index (now known as the Barclay’s Capital Aggregate Bond Index) to which the funds were benchmarked. However, beginning in mid-2007 Wachovia significantly changed the investment strategy, causing the funds’ portfolio value to drop drastically below the benchmark. Specifically, Wachovia began to dramatically decrease the funds’ holdings in short-term, high-quality, low-risk debt instruments and materially increase their holdings in high-risk mortgage-backed securities and collateralized mortgage obligations. We represented the funds’ trustees in alleging that, among other things, Wachovia breached its fiduciary duty by: failing to invest the assets in accordance with the funds’ conservative investment guidelines; failing to adequately monitor the funds’ fixed income investments; and failing to provide complete and accurate information to plaintiffs concerning the change in investment strategy. The matter was resolved privately between the parties.

In re Bank of New York Mellon Corp. Foreign Exchange Transactions Litig., No. 1:12-md-02335 (S.D.N.Y.): On behalf of the Southeastern Pennsylvania Transportation Authority Pension Fund and a class of similarly situated domestic custodial clients of BNY Mellon, we alleged that BNY Mellon secretly assigned a spread to the FX rates at which it transacted FX transactions on behalf of its clients who participated in the BNY Mellon’s automated “Standing Instruction” FX service. BNY Mellon determining this spread by executing its clients’ transactions at one rate and then, typically, at the end of the trading day, assigned a rate to its clients which approximated the worst possible rates of the trading day, pocketing the difference as riskless profit. This practice was despite BNY Mellon’s contractual promises to its clients that its Standing Instruction service was designed to provide “best execution,” was “free of charge” and provided the “best rates of the day.” The case asserted claims for breach of contract and breach of fiduciary duty on behalf of BNY Mellon’s custodial clients and sought to recover the unlawful profits that BNY Mellon earned from its unfair and unlawful FX practices. The case was litigated in collaboration with separate cases brought by state and federal agencies, with Kessler Topaz serving as lead counsel and a member of the executive committee overseeing the private litigation. After extensive discovery, including more than 100 depositions, over 25 million pages of fact discovery, and the submission of multiple expert reports, Plaintiffs reached a settlement with BNY Mellon of $335 million. Additionally, the settlement is being administered by Kessler Topaz along with separate recoveries by state and federal agencies which bring the total recovery for BNY Mellon’s custodial customers to $504 million. The settlement was finally approved on September 24, 2015. In approving the settlement, Judge Lewis Kaplan praised counsel for a “wonderful job,” recognizing that they were “fought tooth and nail at every step of the road.” In further recognition of the efforts of counsel, Judge Kaplan noted that “[t]his was an outrageous wrong by the Bank of New York Mellon, and plaintiffs’ counsel deserve a world of credit for taking it on, for running the risk, for financing it and doing a great job.”

CompSource Oklahoma v. BNY Mellon Bank, N.A., No. CIV 08-469-KEW (E.D. Okla. October 25, 2012): Kessler Topaz served as Interim Class Counsel in this matter alleging that BNY Mellon Bank, N.A. and the Bank of New York Mellon (collectively, “BNYM”) breached their statutory, common law and contractual duties in connection with the administration of their securities lending program. The Second Amended CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 25 of 54

Complaint alleged, among other things, that BNYM imprudently invested cash collateral obtained under its securities lending program in medium term notes issued by Sigma Finance, Inc. -- a foreign structured investment vehicle (“SIV”) that is now in receivership -- and that such conduct constituted a breach of BNYM’s fiduciary obligations under the Employee Retirement Income Security Act of 1974, a breach of its fiduciary duties under common law, and a breach of its contractual obligations under the securities lending agreements. The Complaint also asserted claims for negligence, gross negligence and willful misconduct. The case recently settled for $280 million.

Transatlantic Holdings, Inc., et al. v. American International Group, Inc., et al., American Arbitration Association Case No. 50 148 T 00376 10: Kessler Topaz served as counsel for Transatlantic Holdings, Inc., and its subsidiaries (“TRH”), alleging that American International Group, Inc. and its subsidiaries (“AIG”) breached their fiduciary duties, contractual duties, and committed fraud in connection with the administration of its securities lending program. Until June 2009, AIG was TRH’s majority shareholder and, at the same time, administered TRH’s securities lending program. TRH’s Statement of Claim alleged that, among other things, AIG breached its fiduciary obligations as investment advisor and majority shareholder by imprudently investing the majority of the cash collateral obtained under its securities lending program in mortgage backed securities, including Alt-A and subprime investments. The Statement of Claim further alleged that AIG concealed the extent of TRH’s subprime exposure and that when the collateral pools began experiencing liquidity problems in 2007, AIG unilaterally carved TRH out of the pools so that it could provide funding to its wholly owned subsidiaries to the exclusion of TRH. The matter was litigated through a binding arbitration and TRH was awarded $75 million.

Board of Trustees of the AFTRA Retirement Fund v. JPMorgan Chase Bank, N.A. – Consolidated Action No. 09-cv-00686 (SAS) (S.D.N.Y.): On January 23, 2009, the firm filed a class action complaint on behalf of all entities that were participants in JPMorgan’s securities lending program and that incurred losses on investments that JPMorgan, acting in its capacity as a discretionary investment manager, made in medium-term notes issue by Sigma Finance, Inc. – a now defunct structured investment vehicle. The losses of the Class exceeded $500 million. The complaint asserted claims for breach of fiduciary duty under the Employee Retirement Income Security Act (ERISA), as well as common law breach of fiduciary duty, breach of contract and negligence. Over the course of discovery, the parties produced and reviewed over 500,000 pages of documents, took 40 depositions (domestic and foreign) and exchanged 21 expert reports. The case settled for $150 million. Trial was scheduled to commence on February 6, 2012.

In re Global Crossing, Ltd. ERISA Litigation, No. 02 Civ. 7453 (S.D.N.Y. 2004): Kessler Topaz served as Co-Lead Counsel in this novel, complex and high-profile action which alleged that certain directors and officers of Global Crossing, a former high-flier of the late 1990’s tech stock boom, breached their fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) to certain company-provided 401(k) plans and their participants. These breaches arose from the plans’ alleged imprudent investment in Global Crossing stock during a time when defendants knew, or should have known, that the company was facing imminent bankruptcy. A settlement of plaintiffs’ claims restoring $79 million to the plans and their participants was approved in November 2004. At the time, this represented the largest recovery received in a company stock ERISA class action.

In re AOL Time Warner ERISA Litigation, No. 02-CV-8853 (S.D.N.Y. 2006): Kessler Topaz, which served as Co-Lead Counsel in this highly-publicized ERISA fiduciary breach class action brought on behalf of the Company’s 401(k) plans and their participants, achieved a record $100 million settlement with defendants. The $100 million restorative cash payment to the plans (and, concomitantly, their participants) represents the largest recovery from a single defendant in a breach of fiduciary action relating to mismanagement of plan assets held in the form of employer securities. The CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 26 of 54

action asserted claims for breach of fiduciary duties pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”) on behalf of the participants in the AOL Time Warner Savings Plan, the AOL Time Warner Thrift Plan, and the Time Warner Cable Savings Plan (collectively, the “Plans”) whose accounts purchased and/or held interests in the AOLTW Stock Fund at any time between January 27, 1999 and July 3, 2003. Named as defendants in the case were Time Warner (and its corporate predecessor, AOL Time Warner), several of the Plans’ committees, as well as certain current and former officers and directors of the company. In March 2005, the Court largely denied defendants’ motion to dismiss and the parties began the discovery phase of the case. In January 2006, Plaintiffs filed a motion for class certification, while at the same time defendants moved for partial summary judgment. These motions were pending before the Court when the settlement in principle was reached. Notably, an Independent Fiduciary retained by the Plans to review the settlement in accordance with Department of Labor regulations approved the settlement and filed a report with Court noting that the settlement, in addition to being “more than a reasonable recovery” for the Plans, is “one of the largest ERISA employer stock action settlements in history.”

In re Honeywell International ERISA Litigation, No. 03-1214 (DRD) (D.N.J. 2004): Kessler Topaz served as Lead Counsel in a breach of fiduciary duty case under ERISA against Honeywell International, Inc. and certain fiduciaries of Honeywell defined contribution pension plans. The suit alleged that Honeywell and the individual fiduciary defendants, allowed Honeywell’s 401(k) plans and their participants to imprudently invest significant assets in company stock, despite that defendants knew, or should have known, that Honeywell’s stock was an imprudent investment due to undisclosed, wide-ranging problems stemming from a consummated merger with Allied Signal and a failed merger with General Electric. The settlement of plaintiffs’ claims included a $14 million payment to the plans and their affected participants, and significant structural relief affording participants much greater leeway in diversifying their retirement savings portfolios.

Henry v. Sears, et. al., Case No. 98 C 4110 (N.D. Ill. 1999): The Firm served as Co-Lead Counsel for one of the largest consumer class actions in history, consisting of approximately 11 million Sears credit card holders whose interest rates were improperly increased in connection with the transfer of the credit card accounts to a national bank. Kessler Topaz successfully negotiated a settlement representing approximately 66% of all class members’ damages, thereby providing a total benefit exceeding $156 million. All $156 million was distributed automatically to the Class members, without the filing of a single proof of claim form. In approving the settlement, the District Court stated: “. . . I am pleased to approve the settlement. I think it does the best that could be done under the circumstances on behalf of the class. . . . The litigation was complex in both liability and damages and required both professional skill and standing which class counsel demonstrated in abundance.”

Antitrust Litigation

In re: Flonase Antitrust Litigation, No. 08-cv-3149 (E.D. Pa.): Kessler Topaz served as a lead counsel on behalf of a class of direct purchaser plaintiffs in an antitrust action brought pursuant to Section 4 of the Clayton Act, 15 U.S.C. § 15, alleging, among other things, that defendant GlaxoSmithKline (GSK) violated Section 2 of the Sherman Act, 15 U.S.C. § 2, by engaging in “sham” petitioning of a government agency. Specifically, the Direct Purchasers alleged that GSK unlawfully abused the citizen petition process contained in Section 505(j) of the Federal Food, Drug, and Cosmetic Act and thus delayed the introduction of less expensive generic versions of Flonase, a highly popular allergy drug, causing injury to the Direct Purchaser Class. Throughout the course of the four year litigation, Plaintiffs defeated two motions for summary judgment, succeeded in having a class certified and conducted extensive discovery. After lengthy negotiations and shortly before trial, the action settled for $150 million. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 27 of 54

In re: Wellbutrin SR Antitrust Litigation, No. 04-cv-5898 (E.D. Pa.): Kessler Topaz was a lead counsel in an action which alleged, among other things, that defendant GlaxoSmithKline (GSK) violated the antitrust, consumer fraud, and consumer protection laws of various states. Specifically, Plaintiffs and the class of Third-Party Payors alleged that GSK manipulated patent filings and commenced baseless infringement lawsuits in connection wrongfully delaying generic versions of Wellbutrin SR and Zyban from entering the market, and that Plaintiffs and the Class of Third-Party Payors suffered antitrust injury and calculable damages as a result. After more than eight years of litigation, the action settled for $21.5 million.

In re: Metoprolol Succinate End-Payor Antitrust Litigation, No. 06-cv-71 (D. Del.): Kessler Topaz was co-lead counsel in a lawsuit which alleged that defendant AstraZeneca prevented generic versions of Toprol-XL from entering the market by, among other things, improperly manipulating patent filings and filing baseless patent infringement lawsuits. As a result, AstraZeneca unlawfully monopolized the domestic market for Toprol-XL and its generic bio-equivalents. After seven years of litigation, extensive discovery and motion practice, the case settled for $11 million.

In re Remeron Antitrust Litigation, No. 02-CV-2007 (D.N.J. 2004): Kessler Topaz was Co-Lead Counsel in an action which challenged Organon, Inc.’s filing of certain patents and patent infringement lawsuits as an abuse of the Hatch-Waxman Act, and an effort to unlawfully extend their monopoly in the market for Remeron. Specifically, the lawsuit alleged that defendants violated state and federal antitrust laws in their efforts to keep competing products from entering the market, and sought damages sustained by consumers and third-party payors. After lengthy litigation, including numerous motions and over 50 depositions, the matter settled for $36 million.

OUR PROFESSIONALS

PARTNERS

JULES D. ALBERT, a partner of the Firm, concentrates his practice in mergers and acquisition litigation and stockholder derivative litigation. Mr. Albert received his law degree from the University of Pennsylvania Law School, where he was a Senior Editor of the University of Pennsylvania Journal of Labor and Employment Law and recipient of the James Wilson Fellowship. Mr. Albert also received a Certificate of Study in Business and Public Policy from The Wharton School at the University of Pennsylvania. Mr. Albert graduated magna cum laude with a Bachelor of Arts in Political Science from Emory University. Mr. Albert is licensed to practice law in Pennsylvania, and has been admitted to practice before the United States District Court for the Eastern District of Pennsylvania.

Mr. Albert has litigated in state and federal courts across the country, and has represented stockholders in numerous actions that have resulted in significant monetary recoveries and corporate governance improvements, including: In re Sunrise Senior Living, Inc. Deriv. Litig., No. 07-00143 (D.D.C.); Mercier v. Whittle, et al., No. 2008-CP-23-8395 (S.C. Ct. Com. Pl., 13th Jud. Cir.); In re K-V Pharmaceutical Co. Deriv. Litig., No. 06-00384 (E.D. Mo.); In re Progress Software Corp. Deriv. Litig., No. SUCV2007- 01937-BLS2 (Mass. Super. Ct., Suffolk Cty.); In re Quest Software, Inc. Deriv. Litig. No 06CC00115 (Cal. Super. Ct., Orange Cty.); and Quaco v. Balakrishnan, et al., No. 06-2811 (N.D. Cal.).

NAUMON A. AMJED, a partner of the Firm, concentrates his practice on new matter development with a focus on analyzing securities class action lawsuits, direct (or opt-out) actions, non-U.S. securities and shareholder litigation, SEC whistleblower actions, breach of fiduciary duty cases, antitrust matters, data CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 28 of 54

breach actions and oil and gas litigation. Mr. Amjed is a graduate of the Villanova University School of Law, cum laude, and holds an undergraduate degree in business administration from Temple University, cum laude. Mr. Amjed is a member of the Delaware State Bar, the Bar of the Commonwealth of Pennsylvania, the New York State Bar, and is admitted to practice before the United States Courts for the District of Delaware, the Eastern District of Pennsylvania and the Southern District of New York.

As a member of the Firm’s lead plaintiff practice group, Mr. Amjed has represented clients serving as lead plaintiffs in several notable securities class action lawsuits including: In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09MDL2058 (S.D.N.Y.) (settled -- $2.425 billion); In re Wachovia Preferred Securities and Bond/Notes Litigation, No. 09-cv-6351 (RJS) (S.D.N.Y.) ($627 million recovery); In re Lehman Bros. Equity/Debt Securities Litigation, No. 08-cv-5523 (LAK) (S.D.N.Y.) ($615 million recovery) and In re JPMorgan Chase & Co. Securities Litigation, No. 12-3852-GBD (“London Whale Litigation”) ($150 million recovery). Additionally, Mr. Amjed served on the national Executive Committee representing financial institutions suffering losses from Target Corporation’s 2013 data breach – one of the largest data breaches in history. The Target litigation team was responsible for a landmark data breach opinion that substantially denied Target’s motion to dismiss and was also responsible for obtaining certification of a class of financial institutions. See In re Target Corp. Customer Data Sec. Breach Litig., 64 F. Supp. 3d 1304 (D. Minn. 2014); In re Target Corp. Customer Data Sec. Breach Litig., No. MDL 14-2522 PAM/JJK, 2015 WL 5432115 (D. Minn. Sept. 15, 2015). At the time of its issuance, the class certification order in Target was the first of its kind in data breach litigation by financial institutions.

Mr. Amjed also has significant experience conducting complex litigation in state and federal courts including federal securities class actions, shareholder derivative actions, suits by third-party insurers and other actions concerning corporate and alternative business entity disputes. Mr. Amjed has litigated in numerous state and federal courts across the country, including the Delaware Court of Chancery, and has represented shareholders in several high profile lawsuits, including: LAMPERS v. CBOT Holdings, Inc. et al., C.A. No. 2803-VCN (Del. Ch.); In re Alstom SA Sec. Litig., 454 F. Supp. 2d 187 (S.D.N.Y. 2006); In re Global Crossing Sec. Litig., 02— Civ. — 910 (S.D.N.Y.); In re Enron Corp. Sec. Litig., 465 F. Supp. 2d 687 (S.D. Tex. 2006); and In re Marsh McLennan Cos., Inc. Sec. Litig. 501 F. Supp. 2d 452 (S.D.N.Y. 2006).

ETHAN J. BARLIEB, a partner of the Firm, concentrates his practice in the areas of ERISA, consumer protection and antitrust litigation. Mr. Barlieb received his law degree, magna cum laude, from the University of Miami School of Law in 2007 and his undergraduate degree from Cornell University in 2003. Mr. Barlieb is licensed to practice in Pennsylvania and New Jersey.

Prior to joining Kessler Topaz, Mr. Barlieb was an associate with Pietragallo Gordon Alfano Bosick & Raspanti, LLP, where he worked on various commercial, securities and employment matters. Before that, Mr. Barlieb served as a law clerk for the Honorable Mitchell S. Goldberg in the U.S. District Court for the Eastern District of Pennsylvania.

STUART L. BERMAN, a partner of the Firm, concentrates his practice on securities class action litigation in federal courts throughout the country, with a particular emphasis on representing institutional investors active in litigation. Mr. Berman received his law degree from George Washington University National Law Center, and is an honors graduate from Brandeis University. Mr. Berman is licensed to practice in Pennsylvania and New Jersey.

Mr. Berman regularly counsels and educates institutional investors located around the world on emerging legal trends, new case ideas and the rights and obligations of institutional investors as they relate to securities fraud class actions and individual actions. In this respect, Mr. Berman has been instrumental in CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 29 of 54

courts appointing the Firm’s institutional clients as lead plaintiffs in class actions as well as in representing institutions individually in direct actions. Mr. Berman is currently representing institutional investors in direct actions against Vivendi and Merck, and took a very active role in the precedent setting Shell settlement on behalf of many of the Firm’s European institutional clients.

Mr. Berman is a frequent speaker on securities issues, especially as they relate to institutional investors, at events such as The European Pension Symposium in Florence, Italy; the Public Funds Symposium in Washington, D.C.; the Pennsylvania Public Employees Retirement (PAPERS) Summit in Harrisburg, Pennsylvania; the New England Pension Summit in Newport, Rhode Island; the Rights and Responsibilities for Institutional Investors in Amsterdam, Netherlands; and the European Investment Roundtable in Barcelona, Spain.

DAVID A. BOCIAN, a partner of the Firm, focuses his practice on whistleblower representation and False Claims Act litigation. Mr. Bocian received his law degree from the University of Virginia School of Law and graduated cum laude from Princeton University. He is licensed to practice law in the Commonwealth of Pennsylvania, New Jersey, New York and the District of Columbia.

Mr. Bocian began his legal career in Washington, D.C., as a litigation associate at Patton Boggs LLP, where his practice included internal corporate investigations, government contracts litigation and securities fraud matters. He spent more than ten years as a federal prosecutor in the U.S. Attorney’s Office for the District of New Jersey, where he was appointed Senior Litigation Counsel and managed the Trenton U.S. Attorney’s office. During his tenure, Mr. Bocian oversaw multifaceted investigations and prosecutions pertaining to government corruption and federal program fraud, commercial and public sector kickbacks, tax fraud, and other white collar and financial crimes. He tried numerous cases before federal juries, and was a recipient of the Justice Department’s Director’s Award for superior performance by an Assistant U.S. Attorney, as well as commendations from federal law enforcement agencies including the FBI and IRS.

Mr. Bocian has extensive experience in the health care field. As an adjunct professor of law, he has taught Healthcare Fraud and Abuse at Rutgers School of Law – Camden, and previously was employed in the health care industry, where he was responsible for implementing and overseeing a system-wide compliance program for a complex health system.

GREGORY M. CASTALDO, a partner of the Firm, concentrates his practice in the area of securities litigation. Mr. Castaldo received his law degree from Loyola Law School, where he received the American Jurisprudence award in legal writing. He received his undergraduate degree from the Wharton School of Business at the University of Pennsylvania. He is licensed to practice law in Pennsylvania and New Jersey.

Mr. Castaldo served as one of Kessler Topaz’s lead litigation partners in In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09 MDL 2058 (S.D.N.Y.) (settled -- $2.425 billion). Mr. Castaldo also served as the lead litigation partner in In re Tenet Healthcare Corp., No. 02-CV-8462 (C.D. Cal. 2002), securing an aggregate recovery of $281.5 million for the class, including $65 million from Tenet’s auditor. Mr. Castaldo also played a primary litigation role in the following cases: In re Liberate Technologies Sec. Litig., No. C-02-5017 (MJJ) (N.D. Cal. 2005) (settled — $13.8 million); In re Sodexho Marriott Shareholders Litig., Consol. C.A. No. 18640- NC (Del. Ch. 1999) (settled — $166 million benefit); In re Motive, Inc. Sec. Litig., 05-CV-923 (W.D.Tex. 2005) (settled — $7 million cash, 2.5 million shares); and In re Wireless Facilities, Inc., Sec. Litig., 04- CV-1589 (S.D. Cal. 2004) (settled — $16.5 million). In addition, Mr. Castaldo served as one of the lead trial attorneys for shareholders in the historic In re Longtop Financial Technologies Ltd. Securities Litigation, No. 11-cv-3658 (S.D.N.Y.) trial, which resulted in a verdict in favor of investors on liability and damages.

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DARREN J. CHECK, a partner of the Firm, concentrates his practice in the area of shareholder litigation and client relations. Mr. Check manages the Firm’s Portfolio Monitoring Department and works closely with the Firm’s Case Evaluation Department. Mr. Check received his law degree from Temple University School of Law and is a graduate of Franklin & Marshall College. Mr. Check is admitted to practice in numerous state and federal courts across the United States.

Currently, Mr. Check consults with institutional investors from around the world with regard to their investment rights and responsibilities. He currently works with clients in the United States, Canada, the Netherlands, Sweden, Denmark, Norway, Finland, United Kingdom, Italy, Germany, Austria, Switzerland, France, Australia and throughout Asia and the Middle East.

Mr. Check assists Firm clients in evaluating and analyzing opportunities to take an active role in shareholder litigation, arbitration, and other loss recovery methods. This includes U.S. based litigation and arbitration, as well as an increasing number of cases from jurisdictions around the globe. With an increasingly complex investment and legal landscape, Mr. Check has experience advising on traditional class actions, direct actions, non-U.S. opt-in actions, fiduciary actions, appraisal actions and arbitrations to name a few. Mr. Check is frequently called upon by his clients to help ensure they are taking an active role when their involvement can make a difference, and that they are not leaving money on the table.

Mr. Check regularly speaks on the subjects of shareholder litigation, corporate governance, investor activism, and recovery of investment losses at conferences around the world.

Mr. Check has also been actively involved in the precedent setting Shell and Fortis settlements in the Netherlands, the Olympus shareholder case in Japan, direct actions against Petrobras, BP, Vivendi, and Merck, and securities class actions against Bank of America, Lehman Brothers, Royal Bank of Scotland (U.K.), and Hewlett-Packard. Currently Mr. Check represents investors in numerous high profile actions in the United States, the Netherlands, Germany, Canada, France, Japan, and the United Kingdom.

EMILY N. CHRISTIANSEN, a partner of the Firm, focuses her practice in securities litigation and international actions, in particular. Ms. Christiansen received her Juris Doctor and Global Law certificate, cum laude, from Lewis and Clark Law School in 2012. Ms. Christiansen is a graduate of the University of Portland, where she received her Bachelor of Arts, cum laude, in Political Science and German Studies. Ms. Christiansen is currently licensed to practice law in New York and Pennsylvania.

While in law school, Ms. Christiansen worked as an intern in Trial Chambers III at the International Criminal Tribunal for the Former Yugoslavia. Ms. Christiansen also spent two months in India as foreign legal trainee with the corporate law firm of Fox Mandal. Ms. Christiansen is a 2007 recipient of a Fulbright Fellowship and is fluent in German.

Ms. Christiansen devotes her time to advising clients on the challenges and benefits of pursuing particular litigation opportunities in jurisdictions outside the U.S. In those non-US actions where Kessler Topaz is actively involved, Emily liaises with local counsel, helps develop case strategy, reviews pleadings, and helps clients understand and successfully navigate the legal process. Her experience includes non-US opt- in actions, international law, and portfolio monitoring and claims administration. In her role, Ms. Christiansen has helped secure recoveries for institutional investors in litigation in Japan against Olympus Corporation (settled - ¥11 billion) and in the Netherlands against Fortis Bank N.V. (settled - €1.2 billion).

JOSHUA E. D’ANCONA, a partner of the Firm, concentrates his practice in the securities litigation and lead plaintiff departments of the Firm. Mr. D’Ancona received his J.D., magna cum laude, from the Temple University Beasley School of Law in 2007, where he served on the Temple Law Review and as president CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 31 of 54

of the Moot Court Honors Society, and graduated with honors from Wesleyan University. He is licensed to practice in Pennsylvania and New Jersey.

Before joining the Firm in 2009, he served as a law clerk to the Honorable Cynthia M. Rufe of the United States District Court for the Eastern District of Pennsylvania.

JONATHAN R. DAVIDSON, a partner of the Firm, concentrates his practice in the area of shareholder litigation. Mr. Davidson currently consults with institutional investors from around the world, including public pension funds at the state, county and municipal level, as well as Taft-Hartley funds across all trades, with regard to their investment rights and responsibilities. Mr. Davidson assists Firm clients in evaluating and analyzing opportunities to take an active role in shareholder litigation. With an increasingly complex shareholder litigation landscape that includes traditional securities class actions, shareholder derivative actions and takeover actions, non-U.S. opt-in actions, and fiduciary actions to name a few, Mr. Davidson is frequently called upon by his clients to help ensure they are taking an active role when their involvement can make a difference, and to ensure they are not leaving money on the table.

Mr. Davidson has been involved in the following successfully concluded shareholder litigation matters: City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., C.A. No. 12481-VCL (Del. Ch.) ($86.5 million settlement, including $46.5 million funded by outside legal advisor); In re MGM Mirage Securities Litigation, Case No. 2:09-cv-01558-GMN-VCF (D. Nev.) ($75 million settlement); In re Weatherford Int’l Securities Litigation, No. 11-cv-01646-LAK-JCF (S.D.N.Y.) (settled -- $52.5 million); Beaver County Employees’ Retirement Fund, et al. v. Tile Shop Holdings, Inc., et al., No. 0:14-CV-00786- ADM/TNL (D. Minn.) ($9.5 million settlement); Bucks County Employees Retirement Fund vs. Hillshire Brands Co, No. 24-C-14-003492 (Md. Cir. Ct.) (Alternative deal struck paying a 71% premium to stockholders); and City of Sunrise Firefighters’ Retirement Fund v. Schaeffer, No. 8703 (Del. Ch. Ct.) (Invalid bylaws repealed; board disclosed that it unlawfully adopted the bylaws).

Mr. Davidson is a frequent lecturer on shareholder litigation, corporate governance, fiduciary issues facing institutional investors, investor activism and the recovery of investment losses -- speaking on these subjects at conferences around the world each year, including the National Conference on Public Employee Retirement Systems’ Annual Conference & Exhibition, the International Foundation of Employee Benefit Plans Annual Conference, the California Association of Public Retirement Systems Administrators Roundtable, the Florida Public Pension Trustees Association Trustee Schools and Wall Street Program, the Pennsylvania Association of Public Employees Retirement Systems Spring Forum, the Fiduciary Investors Symposium, the U.S. Markets’ Institutional Investor Forum, and The Evolving Fiduciary Obligations of Pension Plans. Mr. Davidson is also a member of numerous professional and educational organizations, including the National Association of Public Pension Attorneys.

Mr. Davidson is a graduate of The George Washington University where he received his Bachelor of Arts, summa cum laude, in Political Communication. Mr. Davidson received his Juris Doctor and Dispute Resolution Certificate from Pepperdine University School of Law and is licensed to practice law in Pennsylvania and California.

RYAN T. DEGNAN, a partner of the Firm, concentrates his practice on new matter development with a specific focus on analyzing securities class action lawsuits, antitrust actions, and complex consumer actions. Mr. Degnan received his law degree from Temple University Beasley School of Law, where he was a Notes and Comments Editor for the Temple Journal of Science, Technology & Environmental Law, and earned his undergraduate degree in Biology from The Johns Hopkins University. While a law student, Mr. Degnan served as a Judicial Intern to the Honorable Gene E.K. Pratter of the United States District Court for the Eastern District of Pennsylvania. Mr. Degnan is licensed to practice in Pennsylvania and New Jersey. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 32 of 54

As a member of the Firm’s lead plaintiff litigation practice group, Mr. Degnan has helped secure the Firm’s clients’ appointments as lead plaintiffs in: In re HP Sec. Litig., No. 12-cv-5090, 2013 WL 792642 (N.D. Cal. Mar. 4, 2013); In re JPMorgan Chase & Co. Securities Litigation, No. 12-3852-GBD (“London Whale Litigation”) ($150 million recovery); Freedman v. St. Jude Medical, Inc., et al., No. 12-cv-3070 (D. Minn.); United Union of Roofers, Waterproofers & Allied Workers Local Union No. 8 v. Ocwen Fin. Corp., No. 14 Civ. 81057 (WPD), 2014 WL 7236985 (S.D. Fla. Nov. 7, 2014); Louisiana Municipal Police Employees’ Ret. Sys. v. Green Mountain Coffee Roasters, Inc., et al., No. 11-cv-289, 2012 U.S. Dist. LEXIS 89192 (D. Vt. Apr. 27, 2012); and In re Longtop Fin. Techs. Ltd. Sec. Litig., No. 11-cv-3658, 2011 U.S. Dist. LEXIS 112970 (S.D.N.Y. Oct. 4, 2011). Additional representative matters include: In re Bank of New York Mellon Corp. Foreign Exchange Transactions Litig., No. 12-md-02335 (S.D.N.Y.) ($335 million settlement); and Policemen’s Annuity and Benefit Fund of the City of Chicago, et al. v. Bank of America, NA, et al., No. 12- cv-02865 (S.D.N.Y.) ($69 million settlement).

ELI R. GREENSTEIN is managing partner of the Firm’s San Francisco office and a member of the Firm’s federal securities litigation practice group. Mr. Greenstein concentrates his practice on federal securities law violations and white collar fraud, including violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. Mr. Greenstein received his J.D. from Santa Clara University School of Law in 2001, and his M.B.A. from Santa Clara’s Leavey School of Business in 2002. Mr. Greenstein received his B.A. in Business Administration from the University of San Diego in 1997 where he was awarded the Presidential Scholarship. He is licensed to practice in California.

Mr. Greenstein also was a judicial extern for the Honorable James Ware (Ret.), Chief Judge of the United States District Court for the Northern District of California. Prior to joining the Firm, Mr. Greenstein was a partner at Robbins Geller Rudman & Dowd LLP in its federal securities litigation practice group. His relevant background also includes consulting for PricewaterhouseCoopers LLP’s International Tax and Legal Services division, and work on the trading floor of the Chicago Mercantile Exchange, S&P 500 futures and options division.

Mr. Greenstein has been involved in dozens of high-profile securities fraud actions resulting in more than $1 billion in recoveries for clients and investors, including: Nieman v. Duke Energy Corp., 2013 U.S. Dist. LEXIS 110693 (W.D.N.C.) ($146 million recovery); In re HP Secs. Litig., 2013 U.S. Dist. LEXIS 168292 (N.D. Cal.) ($100 million recovery); In re VeriFone Holdings, Inc. Sec. Litig., 704 F.3d 694 (N.D. Cal) ($95 million recovery); In re AOL Time Warner Sec. Litig. State Opt-Out Actions (Regents of the Univ. of Cal. v. Parsons (Cal. Super. Ct.), Ohio Pub. Emps. Ret. Sys. v. Parsons (Franklin County Ct. of Common Pleas) ($618 million in total recoveries); Minneapolis Firefighters’ Relief Association v. Medtronic, Inc., No. 08-cv-06324-PAM-AJB (D. Minn.) (settled -- $85 million); In re MGM Mirage Securities Litigation, Case No. 2:09-cv-01558-GMN-VCF (D. Nev.) ($75 million settlement); In re Weatherford Int’l Securities Litigation, No. 11-cv-01646-LAK-JCF (S.D.N.Y.) (settled -- $52.5 million); In re Sunpower Secs. Litig., 2011 U.S. Dist. LEXIS 152920 (N.D. Cal.) ($19.7 million recovery); In re Am. Serv. Group, Inc., 2009 U.S. Dist. LEXIS 28237 (M.D. Tenn.) ($15.1 million recovery); In re Terayon Communs. Sys. Sec. Litig., 2002 U.S. Dist. LEXIS 5502 (N.D. Cal.) ($15 million recovery); In re Nuvelo, Inc. Sec. Litig., 668 F. Supp. 2d 1217 (N.D. Cal.) ($8.9 million recovery); In re Endocare, Inc. Sec. Litig., No. CV02-8429 DT (CTX) (C.D. Cal.) ($8.95 million recovery); Greater Pa. Carpenters Pension Fund v. Whitehall Jewellers, Inc., 2005 U.S. Dist. LEXIS 12971 (N.D. Ill.) ($7.5 million recovery); In re Am. Apparel, Inc. S'holder Litig., 2013 U.S. Dist. LEXIS 6977 (C.D. Cal.) ($4.8 million recovery); In re Purus Sec. Litig. No. C-98-20449- JF(RS) (N.D. Cal) ($9.95 million recovery).

SEAN M. HANDLER, a partner of the Firm and member of Kessler Topaz’s Management Committee, currently concentrates his practice on all aspects of new matter development for the Firm including securities, consumer and intellectual property. Mr. Handler earned his Juris Doctor, cum laude, from CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 33 of 54

Temple University School of Law, and received his Bachelor of Arts degree from Colby College, graduating with distinction in American Studies. Mr. Handler is licensed to practice in Pennsylvania, New Jersey and New York.

As part of his responsibilities, Mr. Handler also oversees the lead plaintiff appointment process in securities class actions for the Firm’s clients. In this role, Mr. Handler has achieved numerous noteworthy appointments for clients in reported decisions including Foley v. Transocean, 272 F.R.D. 126 (S.D.N.Y. 2011); In re Bank of America Corp. Sec., Derivative & Employment Ret. Income Sec. Act (ERISA) Litig., 258 F.R.D. 260 (S.D.N.Y. 2009) and Tanne v. Autobytel, Inc., 226 F.R.D. 659 (C.D. Cal. 2005) and has argued before federal courts throughout the country.

Mr. Handler was also one of the principal attorneys in In re Brocade Securities Litigation (N.D. Cal. 2008), where the team achieved a $160 million settlement on behalf of the class and two public pension fund class representatives. This settlement is believed to be one of the largest settlements in a securities fraud case in terms of the ratio of settlement amount to actual investor damages.

Mr. Handler also lectures and serves on discussion panels concerning securities litigation matters, most recently appearing at American Conference Institute's National Summit on the Future of Fiduciary Responsibility and Institutional Investor’s The Rights & Responsibilities of Institutional Investors.

GEOFFREY C. JARVIS, a partner of the Firm, focuses on securities litigation for institutional investors. Mr. Jarvis graduated from Harvard Law School in 1984, and received his undergraduate degree from Cornell University in 1980. He is licensed to practice in Pennsylvania, Delaware, New York and Washington, D.C.

Following law school, Mr. Jarvis served as a staff attorney with the Federal Communications Commission, participating in the development of new regulatory policies for the telecommunications industry.

Mr. Jarvis had a major role in Oxford Health Plans Securities Litigation, DaimlerChrysler Securities Litigation, and Tyco Securities Litigation all of which were among the top ten securities settlements in U.S. history at the time they were resolved, as well as a large number of other securities cases over the past 16 years. He has also been involved in a number of actions before the Delaware Chancery Court, including a Delaware appraisal case that resulted in a favorable decision for the firm’s client after trial, and a Delaware appraisal case that was tried in October, argued in 2016, which is still awaiting a final decision.

Mr. Jarvis then became an associate in the Washington office of Rogers & Wells (subsequently merged into Clifford Chance), principally devoted to complex commercial litigation in the fields of antitrust and trade regulations, insurance, intellectual property, contracts and defamation issues, as well as counseling corporate clients in diverse industries on general legal and regulatory compliance matters. He was previously associated with a prominent Philadelphia litigation boutique and had first-chair assignments in cases commenced under the Pennsylvania Whistleblower Act and in major antitrust, First Amendment, civil rights, and complex commercial litigation, including several successful arguments before the U.S. Court of Appeals for the Third Circuit. From 2000 until early 2016, Mr. Jarvis was a Director (Senior Counsel through 2001) at Grant & Eisenhofer, P.A., where he engaged in a number of federal securities, and state fiduciary cases (primarily in Delaware), including several of the largest settlements of the past 15 years. He also was lead trial counsel and/or associate counsel in a number of cases that were tried to a verdict (or are pending final decision).

JENNIFER L. JOOST, a partner in the Firm’s San Francisco office, focuses her practice on securities litigation. Ms. Joost received her law degree, cum laude, from Temple University Beasley School of Law, CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 34 of 54

where she was the Special Projects Editor for the Temple International and Comparative Law Journal. Ms. Joost earned her undergraduate degree with honors from Washington University in St. Louis. She is licensed to practice in Pennsylvania and California and is admitted to practice before the United States Courts of Appeals for the Second, Fourth, Ninth, and Eleventh Circuits, and the United States District Courts for the Eastern District of Pennsylvania, the Northern District of California and the Southern District of California.

Ms. Joost has represented institutional investors in numerous securities fraud class actions including In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09 MDL 2058 (S.D.N.Y.) (settled -- $2.425 billion); In re Citigroup Bond Litigation, No. 08-cv-09522-SHS (S.D.N.Y.) ($730 million recovery); David H. Luther, et al., v. Countrywide Financial Corp., et. al., 2:12-cv-05125 (C.D.Cal. 2012) (settled -- $500 million); In re JPMorgan Chase & Co. Securities Litigation, No. 12-3852-GBD (“London Whale Litigation”) ($150 million recovery); Minneapolis Firefighters’ Relief Association v. Medtronic, Inc., No. 08-cv-06324-PAM-AJB (D. Minn.) (settled -- $85 million); In re MGM Mirage Securities Litigation, Case No. 2:09-cv-01558-GMN-VCF (D. Nev.) ($75 million settlement); and In re Weatherford Int’l Securities Litigation, No. 11-cv-01646-LAK- JCF (S.D.N.Y.) (settled -- $52.5 million).

STACEY KAPLAN, a partner in the Firm’s San Francisco office, concentrates her practice on prosecuting securities class actions. Ms. Kaplan received her J.D. from the University of California at Los Angeles School of Law in 2005, and received her Bachelor of Business Administration from the University of Notre Dame in 2002, with majors in Finance and Philosophy. Ms. Kaplan is admitted to the California Bar and is licensed to practice in all California state courts, as well as the United States District Courts for the Northern and Central Districts of California.

During law school, Ms. Kaplan served as a Judicial Extern to the Honorable Terry J. Hatter, Jr., United States District Court, Central District of California. Prior to joining the Firm, Ms. Kaplan was an associate with Robbins Geller Rudman & Dowd LLP in San Diego, California.

DAVID KESSLER, a partner of the Firm, manages the Firm’s internationally recognized securities department. Mr. Kessler graduated with distinction from the Emory School of Law, after receiving his undergraduate B.S.B.A. degree from American University. Mr. Kessler is licensed to practice law in Pennsylvania, New Jersey and New York, and has been admitted to practice before numerous United States District Courts. Prior to practicing law, Mr. Kessler was a Certified Public Accountant in Pennsylvania.

Mr. Kessler has achieved or assisted in obtaining Court approval for the following outstanding results in federal securities class action cases: In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09 MDL 2058 (S.D.N.Y.) (settled -- $2.425 billion); In re Tyco International, Ltd. Sec. Lit., No. 02-1335-B (D.N.H. 2002) ($3.2 billion settlement); In re Wachovia Preferred Securities and Bond/Notes Litigation, No. 09-cv-6351 (RJS) (S.D.N.Y.) ($627 million recovery); In re: Lehman Brothers Securities and ERISA Litigation, Master File No. 09 MD 2017 (LAK) (S.D.N.Y) (settled - $516,218,000); In re Satyam Computer Services Ltd. Sec. Litig., Master File No. 09 MD 02027 (BSJ) ($150.5 million settlement); In re Tenet Healthcare Corp., 02-CV-8462 (C.D. Cal. 2002) (settled — $281.5 million); In re Initial Public Offering Sec. Litig., Master File No. 21 MC 92(SAS) ($586 million settlement).

Mr. Kessler is also currently serving as one of the Firm’s primary litigation partners in the Citigroup, JPMorgan, Hewlett Packard, Pfizer and Morgan Stanley securities litigation matters.

In addition, Mr. Kessler often lectures and writes on securities litigation related topics and has been recognized as “Litigator of the Week” by the American Lawyer magazine for his work in connection with the Lehman Brothers securities litigation matter in December of 2011 and was honored by Benchmark as CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 35 of 54

one of the preeminent plaintiffs practitioners in securities litigation throughout the country. Most recently Mr. Kessler co-authored The FindWhat.com Case: Acknowledging Policy Considerations When Deciding Issues of Causation in Securities Class Actions published in Securities Litigation Report.

JAMES A. MARO, JR., a partner of the Firm, concentrates his practice in the Firm’s case development department. He also has experience in the areas of consumer protection, ERISA, mergers and acquisitions, and shareholder derivative actions. Mr. Maro received his law degree from the Villanova University School of Law, and received a B.A. in Political Science from the Johns Hopkins University. Mr. Maro is licensed to practice law in Commonwealth of Pennsylvania and New Jersey. He is admitted to practice in the United States Court of Appeals for the Third Circuit and the United States District Courts for the Eastern District of Pennsylvania and the District of New Jersey.

JOSHUA A. MATERESE, a partner of the Firm, concentrates his practice at Kessler Topaz in the areas of securities and consumer protection litigation. Mr. Materese received his Juris Doctor from Temple University Beasley School of Law in 2012, graduating with honors. He received his undergraduate degree from the Syracuse University Newhouse School of Communications. Mr. Materese is licensed to practice in Pennsylvania and admitted to practice before the United States Courts of Appeals for the Second and Third Circuits, and the United States District Courts for the Eastern District of Pennsylvania, the District of New Jersey and the District of Colorado.

MARGARET E. MAZZEO, a partner of the Firm, focuses her practice on securities litigation. Ms. Mazzeo received her law degree, cum laude, from Temple University Beasley School of Law, where she was a Beasley Scholar and a staff editor for the Temple Journal of Science, Technology, and Environmental Law. Ms. Mazzeo graduated with honors from Franklin and Marshall College. She is licensed to practice in Pennsylvania and New Jersey.

Ms. Mazzeo has been involved in several nationwide securities cases on behalf of investors, including In re Lehman Brothers Securities Litigation, No. 1:09-md-02017-LAK (S.D.N.Y.) ($616 million recovery); and David H. Luther, et al., v. Countrywide Financial Corp., et. al., 2:12-cv-05125 (C.D. Cal. 2012) (settled -- $500 million). Ms. Mazzeo also was a member of the trial team who won a jury verdict in favor of investors in the In re Longtop Financial Technologies Ltd. Securities Litigation, No. 11-cv-3658 (S.D.N.Y.) action.

JOSEPH H. MELTZER, a partner of the Firm, concentrates his practice in the areas of ERISA, fiduciary and antitrust complex litigation. Mr. Meltzer received his law degree with honors from Temple University School of Law and is an honors graduate of the University of Maryland. Honors include being named a Pennsylvania Super Lawyer. Mr. Meltzer is licensed to practice in Pennsylvania, New Jersey, New York, the Supreme Court of the United States, and the U.S. Court of Federal Claims.

Mr. Meltzer leads the Firm’s Fiduciary Litigation Group which has excelled in the highly specialized area of prosecuting cases involving breach of fiduciary duty claims. Mr. Meltzer has served as lead or co-lead counsel in numerous nationwide class actions brought under ERISA. Since founding the Fiduciary Litigation Group, Mr. Meltzer has helped recover hundreds of millions of dollars for clients and class members including some of the largest settlements in ERISA fiduciary breach actions. Mr. Meltzer represented the Board of Trustees of the Buffalo Laborers Security Fund in its action against J.P. Jeanneret Associates which involved a massive, fraudulent scheme orchestrated by Bernard L. Madoff, No. 09-3907 (S.D.N.Y.). Mr. Meltzer also represented an institutional client in a fiduciary breach action against Wells Fargo for large losses sustained while Wachovia Bank and its subsidiaries, including Evergreen Investments, were managing the client’s investment portfolio.

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As part of his fiduciary litigation practice, Mr. Meltzer was actively involved in actions related to losses sustained in securities lending programs, including Bd. of Trustees of the AFTRA Ret. Fund v. JPMorgan Chase Bank, No. 09-00686 (S.D.N.Y.) ($150 million settlement) and CompSource Okla. v. BNY Mellon, No. 08-469 (E.D. OK) ($280 million settlement). In addition, Mr. Meltzer represented a publicly traded company in a large arbitration against AIG, Inc. related to securities lending losses, Transatlantic Holdings, Inc. v. AIG, No. 50-148T0037610 (AAA) ($75million settlement).

A frequent lecturer on ERISA litigation, Mr. Meltzer is a member of the ABA and has been recognized by numerous courts for his ability and expertise in this complex area of the law. Mr. Meltzer is also a patron member of Public Justice and a member of the Class Action Preservation Committee.

Mr. Meltzer also manages the Firm’s Antitrust and Pharmaceutical Pricing Groups. Here, Mr. Meltzer focuses on helping clients that have been injured by anticompetitive and unlawful business practices, including with respect to overcharges related to prescription drug and other health care expenditures. Mr. Meltzer served as co-lead counsel for direct purchasers in the Flonase Antitrust Litigation, No.08-3149 (E.D. PA) ($150 million settlement) and has served as lead or co-lead counsel in numerous nationwide actions. Mr. Meltzer also serves as a special assistant attorney general for the states of Montana, Utah and Alaska. Mr. Meltzer also lectures on issues related to antitrust litigation.

MATTHEW L. MUSTOKOFF, a partner of the Firm, is an experienced securities and corporate governance litigator. He has represented clients at the trial and appellate level in numerous high-profile shareholder class actions and other litigations involving a wide array of matters, including financial fraud, market manipulation, mergers and acquisitions, fiduciary mismanagement of investment portfolios, and patent infringement. Mr. Mustokoff received his law degree from the Temple University School of Law, and is a Phi Beta Kappa honors graduate of Wesleyan University. At law school, Mr. Mustokoff was the articles and commentary editor of the Temple Political and Civil Rights Law Review and the recipient of the Raynes, McCarty, Binder, Ross and Mundy Graduation Prize for scholarly achievement in the law. He is admitted to practice before the state courts of New York and Pennsylvania, the United States District Courts for the Southern and Eastern Districts of New York, the Eastern District of Pennsylvania and the District of Colorado, and the United States Courts of Appeals for the Eleventh and Federal Circuits.

Mr. Mustokoff is currently prosecuting several nationwide securities cases on behalf of U.S. and overseas institutional investors, including In re JPMorgan Chase Securities Litigation (S.D.N.Y.), arising out of the “London Whale” derivatives trading scandal which led to over $6 billion in losses in the bank’s proprietary trading portfolio. He serves as lead counsel for six public pension funds in the multi-district securities litigation against BP in Texas federal court stemming from the 2010 Deepwater Horizon disaster in the Gulf of Mexico. He successfully argued the opposition to BP’s motion to dismiss, resulting in a landmark decision sustaining fraud claims under English law for purchasers of BP shares on the London Stock Exchange.

Mr. Mustokoff also played a major role in prosecuting In re Citigroup Bond Litigation (S.D.N.Y.), involving allegations that Citigroup concealed its exposure to subprime mortgage debt on the eve of the 2008 financial crisis. The $730 million settlement marks the second largest recovery under Section 11 of the Securities Act in the history of the statute. Mr. Mustokoff’s significant courtroom experience includes serving as one of the lead trial lawyers for shareholders in the only securities fraud class action arising out of the financial crisis to be tried to jury verdict. In addition to his trial practice in federal courts, he has successfully tried cases before the Financial Industry Regulatory Authority (FINRA).

Prior to joining the Firm, Mr. Mustokoff practiced at Weil, Gotshal & Manges LLP in New York, where he represented public companies and financial institutions in SEC enforcement and white collar criminal matters, shareholder litigation and contested bankruptcy proceedings. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 37 of 54

SHARAN NIRMUL, a partner of the Firm, concentrates his practice in the area of securities, consumer and fiduciary class litigation, principally representing the interests of plaintiffs in class action and complex commercial litigation. Mr. Nirmul has represented clients in federal and state courts and in alternative dispute resolution forums. Mr. Nirmul received his law degree from The George Washington University Law School (J.D. 2001) where he served as an articles editor for the Environmental Lawyer Journal and was a member of the Moot Court Board. He was awarded the school’s Lewis Memorial Award for excellence in clinical practice. He received his undergraduate degree from Cornell University (B.S. 1996). Mr. Nirmul is admitted to practice law in the state courts of New York, New Jersey, Pennsylvania and Delaware, and in the U.S. District Courts for the Southern District of New York, District of New Jersey, and District of Delaware.

Mr. Nirmul has represented institutional investors in a number of notable securities class action cases. These include In re Bank of America Securities Litigation, a case which represents the sixth largest recovery for shareholders under the federal securities laws ($2.45 billion settlement) and which included significant corporate governance enhancements at Bank of America; In re Global Crossing Securities Litigation (recovery of over $450 million); In re Delphi Securities Litigation ($284 million settlement with Delphi, its former officers and directors and underwriters, and a separate $38.25 million settlement with the auditors); and Satyam Computer Services Securities Litigation, ($150.5 million settlement).

Mr. Nirmul has also been at the forefront of litigation on behalf of investors who suffered losses through fraud, breach of fiduciary and breach of contract by their custodians and investment fiduciaries. In a matter before the American Arbitration Association, Mr. Nirmul represented a publicly traded reinsurance company in a breach of contract and breach of fiduciary suit against its former controlling shareholder and fiduciary investment manager, arising out of its participation and losses through a securities lending program and securing a $70 million recovery. Mr. Nirmul is also presently litigating breach of contract and Trust Indenture Act claims against the trustees of mortgage backed securities issued by Washington Mutual (Washington State Investments Board et al v. Bank of America National Association et al) on behalf of several state public pension funds. In connection with a scheme to manipulate foreign exchange rates assigned to its custodial clients, Mr. Nirmul is a member of the team litigating a consumer class action asserting contractual and fiduciary duty claims against BNY Mellon in the Southern District of New York (In re BNY Mellon Forex Litigation).

Mr. Nirmul regularly speaks on matters affecting institutional investors at conferences and symposiums. He has been a speaker and/or panelist at the annual Rights and Responsibilities of Institutional Investors in Amsterdam, The Netherlands and annual Evolving Fiduciary Obligations of Pension Plans in Washington, D.C.

JUSTIN O. RELIFORD, a partner of the Firm, concentrates his practice on mergers and acquisition litigation and shareholder derivative litigation. Mr. Reliford graduated from the University of Pennsylvania Law School in 2007 and received his B.A. from Williams College in 2003, majoring in Psychology with a concentration in Leadership Studies. Mr. Reliford is a member of the Pennsylvania and New Jersey bars, and he is admitted to practice in the Third Circuit Court of Appeals, the Eastern District of Pennsylvania, and the District of New Jersey.

Mr. Reliford has extensive experience representing clients in connection with nationwide class and collective actions. Most notably, Mr. Reliford, was part of the trial team In re Dole Food Co., Inc. Stockholder Litig., C.A. No. 8703-VCL, that won a trial verdict in favor of Dole stockholders for $148 million. Mr. Reliford also obtained a favorable recovery for an institutional investor in a securities class action In re Allergan, Inc. Proxy Violation Securities Litigation, No. 8:14-cv-02004 (C.D. Cal. 2018), which challenged a brazen insider trading scheme by Valeant Pharmaceuticals to tip Bill Ackman’s hedge fund CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 38 of 54

Pershing Square Capital that it intended to launch a hostile takeover attempt to buy rival pharma company Allergan. After three years, the case settled weeks before trial for $250 million. He also litigated In re GFI Group, Inc. Stockholder Litig. Consol. C.A. No. 10136-VCL (Del. Ch.) ($10.75 million cash settlement); In re Globe Specialty Metals, Inc. Stockholders Litig., Consol. C.A. No. 10865-VCG (Del. Ch.) ($32.5 million settlement); and In re Harleysville Mutual (CCP, Phila. Cnty. 2012) (an expedited merger litigation case challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company, which lead to a $26 million cash payment to policyholders). Prior to joining the Firm, Mr. Reliford was an associate in the labor and employment practice group of Morgan Lewis & Bockius, LLP. There, Mr. Reliford concentrated his practice on employee benefits, fiduciary, and workplace discrimination litigation.

LEE D. RUDY, a partner of the Firm, manages the Firm’s mergers and acquisition and shareholder derivative litigation. Mr. Rudy received his law degree from Fordham University, and his undergraduate degree, cum laude, from the University of Pennsylvania. Mr. Rudy is licensed to practice in Pennsylvania and New York.

Representing both institutional and individual shareholders in these actions, he has helped cause significant monetary and corporate governance improvements for those companies and their shareholders. Mr. Rudy also co-chairs the Firm’s qui tam and whistleblower practices, where he represents whistleblowers before administrative agencies and in court. Mr. Rudy regularly practices in the Delaware Court of Chancery, where he served as co-lead trial counsel in the landmark case of In re S. Peru Copper Corp. S’holder Derivative Litig., C.A. No. 961-CS, a $2 billion trial verdict against Southern Peru’s majority shareholder. He previously served as lead counsel in dozens of high profile derivative actions relating to the “backdating” of stock options. Mr. Rudy also obtained a favorable recovery for an institutional investor in a securities class action In re Allergan, Inc. Proxy Violation Securities Litigation, No. 8:14-cv-02004 (C.D. Cal. 2018), which challenged a brazen insider trading scheme by Valeant Pharmaceuticals to tip Bill Ackman’s hedge fund Pershing Square Capital that it intended to launch a hostile takeover attempt to buy rival pharma company Allergan. After three years, the case settled weeks before trial for $250 million. In addition, Mr. Rudy represented stockholders in obtaining substantial recoveries in numerous shareholder derivative and class actions, many of which resulted in significant monetary relief, including: In re Facebook, Inc. Class C Reclassification Litigation, C.A. No. 12286-VCL (Del. Ch. Sept. 25, 2017) (KTMC challenged a proposed reclassification of Facebook's stock structure as harming the company's public stockholders. Facebook abandoned the proposal just one business day before trial was to commence; granting Plaintiffs complete victory); City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., C.A. No. 12481-VCL (Del. Ch. Sept. 12, 2017) ($86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP.); Quinn v. Knight, No. 3:16- cv-610 (E.D. Va. Mar. 16, 2017) (class action settling just ten days before trial, with stockholders receiving an additional $32 million in merger consideration); In re MPG Office Trust, Inc. Preferred Shareholder Litigation, Cons. Case No. 24-C-13-004097 (Md. Cir. Oct. 20, 2015) (Kessler Topaz negotiated a settlement where MPG preferred stockholders received a dividend of $2.25 per share, worth approximately $21 million); In re Harleysville Mutual (CCP, Phila. Cnty. 2012) (an expedited merger litigation case challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company, which lead to a $26 million cash payment to policyholders); and In re Amicas, Inc. Shareholder Litigation, 10-0174- BLS2 (Suffolk County, MA 2010) (Kessler Topaz prevailed in securing a preliminary injunction against the deal, which allowed a superior bidder to purchase the Company for an additional $0.70 per share ($26 million)).

Prior to civil practice, Mr. Rudy served for several years as an Assistant District Attorney in the Manhattan (NY) District Attorney’s Office, and as an Assistant United States Attorney in the US Attorney’s Office (DNJ).

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RICHARD A. RUSSO, JR., a partner of the Firm, focuses his practice on securities litigation. Mr. Russo received his law degree from the Temple University Beasley School of Law, where he graduated cum laude and was a member of the Temple Law Review, and graduated cum laude from Villanova University, where he received a Bachelor of Science degree in Business Administration. Mr. Russo is licensed to practice in Pennsylvania and New Jersey.

Mr. Russo has represented individual and institutional investors in obtaining significant recoveries in numerous class actions arising under the federal securities laws, including In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09 MDL 2058 (S.D.N.Y.) (settled -- $2.425 billion), In re Citigroup Bond Litigation, No. 08-cv-09522-SHS (S.D.N.Y.) ($730 million recovery), In re Lehman Brothers Securities Litigation, No. 1:09-md-02017-LAK (S.D.N.Y.) ($616 million recovery).

MARC A. TOPAZ, a partner of the Firm, oversees the Firm’s derivative, transactional and case development departments. Mr. Topaz received his law degree from Temple University School of Law, where he was an editor of the Temple Law Review and a member of the Moot Court Honor Society. He also received his Master of Law (L.L.M.) in taxation from the New York University School of Law, where he served as an editor of the New York University Tax Law Review. He is licensed to practice law in Pennsylvania and New Jersey, and has been admitted to practice before the United States District Court for the Eastern District of Pennsylvania.

Mr. Topaz has been heavily involved in all of the Firm’s cases related to the subprime mortgage crisis, including cases seeking recovery on behalf of shareholders in companies affected by the subprime crisis, as well as cases seeking recovery for 401K plan participants that have suffered losses in their retirement plans. Mr. Topaz has also played an instrumental role in the Firm’s option backdating litigation. These cases, which are pled mainly as derivative claims or as securities law violations, have served as an important vehicle both for re-pricing erroneously issued options and providing for meaningful corporate governance changes. In his capacity as the Firm’s department leader of case initiation and development, Mr. Topaz has been involved in many of the Firm’s most prominent cases, including In re Initial Public Offering Sec. Litig., Master File No. 21 MC 92(SAS) (S.D.N.Y. Dec. 12, 2002); Wanstrath v. Doctor R. Crants, et al., No. 99-1719-111 (Tenn. Chan. Ct., 20th Judicial District, 1999); In re Tyco International, Ltd. Sec. Lit., No. 02-1335-B (D.N.H. 2002) (settled — $3.2 billion); and virtually all of the 80 options backdating cases in which the Firm is serving as Lead or Co-Lead Counsel. Mr. Topaz has played an important role in the Firm’s focus on remedying breaches of fiduciary duties by corporate officers and directors and improving corporate governance practices of corporate defendants.

MELISSA L. TROUTNER, a partner of the Firm, concentrates her practice on new matter development with a specific focus on analyzing securities class action lawsuits, antitrust actions, and complex consumer actions. Ms. Troutner is also a member of the Firm’s Consumer Protection group. Ms. Troutner received her law degree, Order of the Coif, cum laude, from the University of Pennsylvania Law School in 2002 and her Bachelor of Arts, Phi Beta Kappa, magna cum laude, from Syracuse University in 1999. Ms. Troutner is licensed to practice law in Pennsylvania, New York and Delaware.

Prior to joining Kessler Topaz, Ms. Troutner practiced as a litigator with several large defense firms, focusing on complex commercial, products liability and patent litigation, and clerked for the Honorable Stanley S. Brotman, United States District Judge for the District of New Jersey.

MICHAEL C. WAGNER, a partner of the Firm, handles class-action merger litigation and shareholder derivative litigation for the Firm’s individual and institutional clients. A graduate of the University of Pittsburgh School of Law and Franklin and Marshall College, Mr. Wagner has clerked for two appellate court judges and began his career at a Philadelphia-based commercial litigation firm, representing clients CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 40 of 54

in business and corporate disputes across the United States. Mr. Wagner is admitted to practice in the courts of Pennsylvania, the United States Court of Appeals for the Third Circuit, and the United States District Courts for the Eastern and Western Districts of Pennsylvania, the Eastern District of Michigan, and the District of Colorado.

Frequently appearing in the Delaware Court of Chancery, Mr. Wagner has helped to achieve substantial monetary recoveries for stockholders of public companies in cases arising from corporate mergers and acquisitions. Notably, Mr. Wagner served as co-lead trial counsel in In re Dole Food Co., Inc. Stockholder Litig., C.A. No. 8703-VCL (Del. Ch. Aug. 27, 2015), which won a trial verdict in favor of Dole stockholders for $148 million. In addition, Mr. Wagner served co-lead counsel in In re Ebix, Inc. S’holder Litig., Consol. C.A. No. 8526-VCS (Del. Ch. Apr. 5, 2019), a case that challenged an improper executive bonus worth $825 million for the company’s CEO. After five years of hard fought litigation and a trial the case settled for corporate governance measures and an amendment to the CEO’s stock appreciation rights agreement. He has also achieved significant monetary results in other cases such as: In re GFI Group, Inc. Stockholder Litig., Consol. C.A. No. 10136-VCL (Del. Ch. Feb. 26, 2016) ($10.75 million settlement to resolve the claims surrounding the takeover broker-dealer GFI by CME Group); In re Globe Specialty Metals, Inc. Stockholders Litig., Consol. C.A. No. 10865-VCG (Del. Ch. Feb. 15, 2016) ($32.5 million settlement and various corporate governance reforms to protect Globe stockholders’ rights in Ferroglobe); In re MPG Office Trust, Inc. Preferred Shareholder Litig., Cons. Case No. 24-C-13-004097 (Md. Cir. Oct. 20, 2015) (Kessler Topaz negotiated a settlement where MPG preferred stockholders received a dividend of $2.25 per share, worth approximately $21 million); In re GSI Commerce, Inc. S’holders Litig., C.A. No. 6346-VCN (Del. Ch. Nov. 15, 2011) (settlement required additional $23.9 million to be paid to public stockholders as a part of the company’s merger with eBay, Inc.); and In re Genentech, Inc. S’holders Litig., Consol. C.A. No. 3911-VCS (Del. Ch. July 9, 2009) (litigation helped Genentech’s stockholders to receive $3.9 billion in additional merger consideration from Roche). Mr. Wagner was also a part of the team that prosecuted In re S. Peru Copper Corp. S’holder Derivative Litig., C.A. No. 961-CS, which resulted in a $2 billion post-trial judgment.

JOHNSTON de F. WHITMAN, JR., a partner of the Firm, focuses his practice on securities litigation, primarily in federal court. Mr. Whitman received his law degree from Fordham University School of Law, where he was a member of the Fordham International Law Journal, and graduated cum laude from Colgate University. He is licensed to practice in Pennsylvania and New York., and is admitted to practice in courts around the country, including the United States Courts of Appeal for the Second, Third, and Fourth Circuits.

Mr. Whitman has represented institutional investors in obtaining substantial recoveries in numerous securities fraud class actions, including: (i) In re Bank of America Securities Litigation, a case which represents the sixth largest recovery for shareholders under the federal securities laws (settled --$2.425 billion); (ii) In re Royal Ahold Sec. Litig., No. 03-md-01539 (D. Md. 2003) ($1.1 billion settlement); (iii) In re DaimlerChrysler AG Sec. Litig., No. 00-0993 (D. Del. 2000) ($300 million settlement); (iv) In re Dollar General, Inc. Sec. Litig., No. 01-cv-0388 (M.D. Tenn. 2001) ( $162 million settlement); and (v) In re JPMorgan Chase & Co. Securities Litigation, No. 12-3852-GBD (“London Whale Litigation”) ($150 million recovery). Mr. Whitman has also obtained favorable recoveries for institutional investors pursuing direct securities fraud claims, including cases against Merck & Co., Inc., Qwest Communications International, Inc. and Merrill Lynch & Co., Inc. In addition, Mr. Whitman represented a publicly traded company in a large arbitration against AIG, Inc. related to securities lending losses, Transatlantic Holdings, Inc. v. AIG, No. 50-148T0037610 (AAA) ($75million settlement).

ROBIN WINCHESTER, a partner of the Firm, concentrated her practice in the areas of securities litigation and lead plaintiff litigation, when she joined the Firm. Presently, Ms. Winchester concentrates her practice in the area of shareholder derivative actions. Ms. Winchester earned her Juris Doctor degree from CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 41 of 54

Villanova University School of Law, and received her Bachelor of Science degree in Finance from St. Joseph’s University. Ms. Winchester is licensed to practice law in Pennsylvania and New Jersey.

Prior to joining Kessler Topaz, Ms. Winchester served as a law clerk to the Honorable Robert F. Kelly in the United States District Court for the Eastern District of Pennsylvania.

Ms. Winchester has served as lead counsel in numerous high-profile derivative actions relating to the backdating of stock options, including In re Eclipsys Corp. Derivative Litigation, Case No. 07-80611-Civ- MIDDLEBROOKS (S.D. Fla.); In re Juniper Derivative Actions, Case No. 5:06-cv-3396-JW (N.D. Cal.); In re McAfee Derivative Litigation, Master File No. 5:06-cv-03484-JF (N.D. Cal.); In re Quest Software, Inc. Derivative Litigation, Consolidated Case No. 06CC00115 (Cal. Super. Ct., Orange County); and In re Sigma Designs, Inc. Derivative Litigation, Master File No. C-06-4460-RMW (N.D. Cal.). Settlements of these, and similar, actions have resulted in significant monetary returns and corporate governance improvements for those companies, which, in turn, greatly benefits their public shareholders.

ERIC L. ZAGAR, a partner of the Firm, concentrates his practice in the area of shareholder derivative litigation. Mr. Zagar received his law degree from the University of Michigan Law School, cum laude, where he was an Associate Editor of the Michigan Law Review, and his undergraduate degree from Washington University in St. Louis. He is admitted to practice in Pennsylvania, California and New York. Mr. Zagar previously served as a law clerk to Justice Sandra Schultz Newman of the Pennsylvania Supreme Court.

Since 2001 Mr. Zagar has served as Lead or Co-Lead counsel in hundreds of derivative actions in courts throughout the nation. He was a member of the trial team in the landmark case of In re S. Peru Copper Corp. S’holder Derivative Litig., C.A. No. 961-CS, a $2 billion trial verdict against Southern Peru’s majority shareholder. Mr. Zagar has successfully achieved significant monetary and corporate governance relief for the benefit of shareholders, and has extensive experience litigating matters involving Special Litigation Committees.

TERENCE S. ZIEGLER, a partner of the Firm, concentrates a significant percentage of his practice to the investigation and prosecution of pharmaceutical antitrust actions, medical device litigation, and related anticompetitive and unfair business practice claims. Mr. Ziegler received his law degree from the Tulane University School of Law and received his undergraduate degree from Loyola University. Mr. Ziegler is licensed to practice law in Pennsylvania and the State of Louisiana, and has been admitted to practice before several courts including the United States Court of Appeals for the Third Circuit.

Mr. Ziegler has represented investors, consumers and other clients in obtaining substantial recoveries, including: In re Flonase Antitrust Litigation; In re Wellbutrin SR Antitrust Litigation; In re Modafinil Antitrust Litigation; In re Guidant Corp. Implantable Defibrillators Products Liability Litigation (against manufacturers of defective medical devices — pacemakers/implantable defibrillators — seeking costs of removal and replacement); and In re Actiq Sales and Marketing Practices Litigation (regarding drug manufacturer’s unlawful marketing, sales and promotional activities for non-indicated and unapproved uses).

ANDREW L. ZIVITZ, a partner of the Firm, received his law degree from Duke University School of Law, and received a Bachelor of Arts degree, with distinction, from the University of Michigan, Ann Arbor. Mr. Zivitz is licensed to practice in Pennsylvania and New Jersey.

Drawing on two decades of litigation experience, Mr. Zivitz concentrates his practice in the area of securities litigation and is currently litigating several of the largest federal securities fraud class actions in the U.S. Andy is skilled in all aspects of complex litigation, from developing and implementing strategies, CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 42 of 54

to conducting merits and expert discovery, to negotiating resolutions. He has represented dozens of major institutional investors in securities class actions and has helped the firm recover more than $1 billion for damaged clients and class members in numerous securities fraud matters in which Kessler Topaz was Lead or Co-Lead Counsel, including David H. Luther, et al., v. Countrywide Financial Corp., et. al., 2:12-cv- 05125 (C.D.Cal. 2012) (settled -- $500 million); In re Pfizer Sec. Litig., 1:04-cv-09866 (S.D.N.Y. 2004) (settled -- $486 million); In re Tenet Healthcare Corp., 02-CV-8462 (C.D. Cal. 2002) (settled — $281.5 million); In re JPMorgan Chase & Co. Securities Litigation, No. 12-3852-GBD (“London Whale Litigation”) ($150 million recovery); In re Computer Associates Sec. Litig., No. 02-CV-122 6 (E.D.N.Y. 2002) (settled — $150 million); In re Hewlett-Packard Sec. Litig., 12-cv-05980 (N.D.Cal. 2012) (settled - - $100 million); and In re Minneapolis Firefighters’ Relief Association v. Medtronic, Inc., No. 08-cv-06324- PAM-AJB (D. Minn.) (settled -- $ 85 million).

Andy’s extensive courtroom experience serves his clients well in trial situations, as well as pre-trial proceedings and settlement negotiations. He served as one of the lead plaintiffs’ attorneys in the only securities fraud class action arising out of the financial crisis to be tried to a jury verdict, has handled a Daubert trial in the U.S. District Court for the Southern District of New York, and successfully argued back-to-back appeals before the Ninth Circuit Court of Appeals. Before joining Kessler Topaz, Andy worked at the international law firm Drinker Biddle and Reath, primarily representing defendants in large, complex litigation. His experience on the defense side of the bar provides a unique perspective in prosecuting complex plaintiffs’ litigation.

COUNSEL

JENNIFER L. ENCK, Counsel to the Firm, concentrates her practice in the area of securities litigation and settlement matters. Ms. Enck received her law degree, cum laude, from Syracuse University College of Law, where she was a member of the Syracuse Journal of International Law and Commerce, and her undergraduate degree in International Politics/International Studies from The Pennsylvania State University. Ms. Enck also received a Master’s degree in International Relations from Syracuse University’s Maxwell School of Citizenship and Public Affairs. She is licensed to practice in Pennsylvania and has been admitted to practice before the United States Court of Appeals for the Third and Eleventh Circuits and the United States District Court for the Eastern District of Pennsylvania.

Ms. Enck has been involved in documenting and obtaining the required court approval for many of the firm’s largest and most complex securities class action settlements, including In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, No. 09 MDL 2058 (S.D.N.Y.) (settled -- $2.425 billion); David H. Luther, et al., v. Countrywide Financial Corp., et. al., 2:12-cv-05125 (C.D. Cal. 2012) (settled -- $500 million); In re: Lehman Brothers Securities and ERISA Litigation, Master File No. 09 MD 2017 (LAK) (S.D.N.Y) (settled - $516,218,000); and In re Satyam Computer Services Ltd. Sec. Litig., Master File No. 09 MD 02027 (BSJ) ($150.5 million settlement).

ERIC K. GERARD, counsel to the Firm, is a former federal prosecutor and experienced trial lawyer whose practice focuses on securities fraud, antitrust, and consumer protection litigation. Eric received his law degree from the University of Virginia School of Law, earning Order of the Coif honors while completing a master’s degree in international economics at the Johns Hopkins University.

Before joining Kessler Topaz, Eric served an Assistant District Attorney at the Manhattan District Attorney’s Office, as a civil litigator at an international law firm in Houston and a prominent boutique in New Orleans, and as an Assistant U.S. Attorney in Florida. He has tried a range of complex cases to verdict, including international money laundering, wire fraud conspiracy, securities counterfeiting, identity theft, CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 43 of 54

obstruction of justice, extraterritorial child exploitation, civil healthcare liability claims, and murder-for- hire.

LISA LAMB PORT, Counsel to the Firm, concentrates her practice on consumer, antitrust, and securities fraud class actions. Ms. Lamb Port received her law degree, Order of the Coif, summa cum laude, from the Villanova University School of Law in 2003 and her Bachelor of Arts, cum laude, from Princeton University in 2000. Ms. Lamb Port is licensed to practice law in the Commonwealth Pennsylvania.

Prior to joining Kessler Topaz, Ms. Lamb Port was a partner at another class action firm, where she represented institutional and individual investors in securities fraud, breach of fiduciary duty, and shareholder derivative cases, as well as in litigation resulting from mergers and acquisitions.

DONNA SIEGEL MOFFA, Counsel to the Firm, concentrates her practice in the area of consumer protection litigation. Ms. Siegel Moffa received her law degree, with honors, from Georgetown University Law Center in May 1982 and a master’s degree in Public Administration from Rutgers, the State University of New Jersey, Graduate School-Camden in January 2017. She received her undergraduate degree, cum laude, from Mount Holyoke College in Massachusetts. Ms. Siegel Moffa is admitted to practice before the Third Circuit Court of Appeals, the United States Courts for the District of New Jersey and the District of Columbia, as well as the Supreme Court of New Jersey and the District of Columbia Court of Appeals.

Prior to joining the Firm, Ms. Siegel Moffa was a member of the law firm of Trujillo, Rodriguez & Richards, LLC, where she litigated, and served as co-lead counsel, in complex class actions arising under federal and state consumer protection statutes, lending laws and laws governing contracts and employee compensation. Prior to entering private practice, Ms. Siegel Moffa worked at both the Federal Energy Regulatory Commission (FERC) and the Federal Trade Commission (FTC). At the FTC, she prosecuted cases involving allegations of deceptive and unsubstantiated advertising. In addition, both at FERC and the FTC, Ms. Siegel Moffa was involved in a wide range of administrative and regulatory issues including labeling and marketing claims, compliance, FOIA and disclosure obligations, employment matters, licensing and rulemaking proceedings.

Ms. Siegel Moffa served as co-lead counsel for the class in Robinson v. Thorn Americas, Inc., L-03697-94 (Law Div. 1995), a case that resulted in a significant monetary recovery for consumers and changes to rent- to-own contracts in New Jersey. Ms. Siegel Moffa was also counsel in Muhammad v. County Bank of Rehoboth Beach, Delaware, 189 N.J. 1 (2006), U.S. Sup. Ct. cert. denied, 127 S. Ct. 2032(2007), in which the New Jersey Supreme Court struck a class action ban in a consumer arbitration contract. She has served as class counsel representing consumers pressing TILA claims, e.g. Cannon v. Cherry Hill Toyota, Inc., 184 F.R.D. 540 (D.N.J. 1999), and Dal Ponte v. Am. Mortg. Express Corp., CV- 04-2152 (D.N.J. 2006), and has pursued a wide variety of claims that impact consumers and individuals including those involving predatory and sub-prime lending, mandatory arbitration clauses, price fixing, improper medical billing practices, the marketing of light cigarettes and employee compensation. Ms. Siegel Moffa’s practice has involved significant appellate work representing individuals, classes, and non-profit organizations participating as amicus curiae, such as the National Consumer Law Center and the AARP. In addition, Ms. Siegel Moffa has regularly addressed consumer protection and litigation issues in presentations to organizations and professional associations.

MICHELLE M. NEWCOMER, Counsel to the Firm, concentrates her practice in the area of securities litigation. Ms. Newcomer earned her law degree from Villanova University School of Law in 2005, and earned her B.B.A. in Finance and Art History from Loyola University Maryland in 2002. Ms. Newcomer is licensed to practice law in the Commonwealth of Pennsylvania and the State of New Jersey and has been admitted to practice before the United States Supreme Court, the United States Court of Appeals for the CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 44 of 54

Second, Ninth and Tenth Circuits, and the United States District Court for the Districts of New Jersey and Colorado.

Ms. Newcomer has represented shareholders in numerous securities class actions in which the Firm has served as Lead or Co-Lead Counsel, through all aspects of pre-trial proceedings, including complaint drafting, litigating motions to dismiss and for summary judgment, conducting document, deposition and expert discovery, and appeal. Ms. Newcomer also has been involved in the Firm’s securities class action trials, including most recently serving as part of the trial team in the Longtop Financial Technologies securities class action trial that resulted in a jury verdict on liability and damages in favor of investors. Ms. Newcomer began her legal career with the Firm in 2005. Prior to joining the Firm, she was a summer law clerk for the Hon. John T.J. Kelly, Jr. of the Pennsylvania Superior Court.

Ms. Newcomer’s representative cases include: In re Longtop Financial Technologies Ltd. Sec. Litig. No. 11-cv-3658 (SAS) (S.D.N.Y.) – obtained on behalf of investors a jury verdict on liability and damages against the company’s former CFO; re Lehman Brothers Securities Litigation, No. 1:09-md-02017-LAK (S.D.N.Y.) ($616 million recovery); In re Pfizer, Inc. Sec. Litig., No. 04-9866-LTS (S.D.N.Y.) – represents three of the court-appointed class representatives, and serves as additional counsel for the class in securities fraud class action based on alleged misrepresentations and omissions concerning cardiovascular risks associated with Celebrex® and Bextra®, which survived Defendants’ motion for summary judgment; Connecticut Retirement Plans & Trust Funds et al. v. BP p.l.c. et al. (S.D. Tex.) – represents several public pension funds in direct action asserting claims under Section 10(b) and Rule 10b-5, for purchases of BP ADRs on the NYSE, and under English law for purchasers of BP ordinary shares on the London Stock Exchange, which recently survived Defendants’ motion to dismiss; litigation is ongoing.

ASSOCIATES & STAFF ATTORNEYS

ASHER S. ALAVI, an associate of the Firm, concentrates his practice in the area of qui tam litigation. Mr. Alavi received his law degree, cum laude, from Boston College Law School in 2011 where he served as Note Editor for the Boston College Journal of Law & Social Justice. He received his undergraduate degree in Communication Studies and Political Science from Northwestern University in 2007. Mr. Alavi is licensed to practice law in Pennsylvania and Maryland. Prior to joining Kessler Topaz, Mr. Alavi was an associate with Pietragallo Gordon Alfano Bosick & Raspanti LLP in Philadelphia, where he worked on a variety of whistleblower and healthcare matters.

SARA A. ALSALEH, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Alsaleh earned her Juris Doctor degree from Widener University School of Law in Wilmington, Delaware, and her undergraduate degree from Pennsylvania State University. Ms. Alsaleh is admitted to practice in Pennsylvania and New Jersey.

During law school, Ms. Alsaleh interned at the U.S. Food and Drug Administration and the Delaware Department of Justice in the Consumer Protection & Fraud Division where she was heavily involved in protecting consumers within a wide variety of subject areas. Prior to joining the Firm, Ms. Alsaleh practiced in the areas of pharmaceutical & health law litigation, and was an Associate at a general practice firm in Bensalem, Pennsylvania.

DANIEL M. BAKER, an associate of the Firm, concentrates his practice in the areas of merger and acquisition litigation and shareholder derivative actions. Through his practice, Mr. Baker helps institutional and individual shareholders obtain significant financial recoveries and corporate governance reforms.

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While in law school, Mr. Baker interned at the Securities Exchange Commission and the Financial Industry Regulatory Authority. Mr. Baker was also a member of the Villanova Law Review, and served as Online Articles Editor.

LaMARLON R. BARKSDALE, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. Mr. Barksdale received his law degree from Temple University, James E. Beasley School of Law in 2005 and his undergraduate degree, cum laude, from the University of Delaware in 2001. He is licensed to practice law in Pennsylvania and has been admitted to practice before the United States District Court for the Eastern District of Pennsylvania.

Prior to joining Kessler Topaz, Mr. Barksdale worked in complex pharmaceutical litigation, commercial litigation, criminal law and bankruptcy law.

ADRIENNE BELL, an associate of the Firm, focuses her practice on case development and client relations. Ms. Bell received her law degree from Brooklyn Law School and her undergraduate degree in Music Theory and Composition from New York University, where she graduated magna cum laude. Ms. Bell is licensed to practice in Pennsylvania. Prior to joining the Firm, Ms. Bell practiced in the areas of entertainment law and commercial litigation.

MATTHEW BENEDICT, an associate of the Firm, concentrates his practice in the area of mergers and acquisitions litigation and shareholder derivative litigation. Mr. Benedict earned his law degree from Villanova University School of Law and his undergraduate degree from Haverford College. He is licensed to practice law in Pennsylvania and New Jersey.

STACEY BERGER, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. She received her law degree from Widener University School of Law, and her undergraduate degree in Business Administration from George Washington University. Ms. Berger is licensed to practice in Pennsylvania.

While in law school, Ms. Berger was a law clerk for a general practice firm in Bucks County. Prior to joining Kessler Topaz, she worked as an associate for a Bucks County law firm.

ELIZABETH WATSON CALHOUN, a staff attorney of the Firm, focuses on securities litigation. She has represented investors in major securities fraud and has also represented shareholders in derivative and direct shareholder litigation. Ms. Calhoun received her law degree from Georgetown University Law Center (cum laude), where she served as Executive Editor of the Georgetown Journal of Gender and the Law. She received her undergraduate degree in Political Science from the University of Maine, Orono (with high distinction). Ms. Calhoun is admitted to practice before the state court of Pennsylvania and the U.S. District Court for the Eastern District of Pennsylvania. Prior to joining the Firm, Ms. Calhoun was employed with the Wilmington, Delaware law firm of Grant & Eisenhofer, P.A.

QUIANA CHAPMAN-SMITH, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. She received her law degree from Temple University Beasley School of Law in Pennsylvania and her Bachelor of Science in Management and Organizations from The Pennsylvania State University. Ms. Chapman-Smith is licensed to practice law in the Commonwealth of Pennsylvania. Prior to joining Kessler Topaz, she worked in pharmaceutical litigation.

THERESA M. DEANGELIS, an associate of the Firm, concentrates her practice in Whistleblower Litigation. Ms. DeAngelis received her law degree from Penn State Law in 2018 and her undergraduate degree from Penn State University in 2014. Ms. DeAngelis is licensed to practice in Pennsylvania.

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ELIZABETH DRAGOVICH, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Dragovich received her law degree from the University of Pennsylvania Law School in 2002, and her undergraduate degree from Carnegie Mellon University in 1999. Ms. Dragovich is licensed to practice law in Pennsylvania. Prior to joining Kessler Topaz, Elizabeth was a staff attorney with the Wilmington, Delaware law firm of Grant & Eisenhofer, P.A.

STEPHEN J. DUSKIN, a staff attorney of the Firm, concentrates his practice in the area of antitrust litigation. Mr. Duskin received his law degree from Rutgers School of Law at Camden in 1985, and his undergraduate degree in Mathematics from the University of Rochester in 1976. Mr. Duskin is licensed to practice law in Pennsylvania.

Prior to joining Kessler Topaz, Mr. Duskin practiced corporate and securities law in private practice and in corporate legal departments, and also worked for the U.S. Securities and Exchange Commission and the Resolution Trust Corporation.

DONNA EAGLESON, a staff attorney of the Firm, concentrates her practice in the area of securities litigation discovery matters. She received her law degree from the University of Dayton School of Law in Dayton, Ohio. Ms. Eagleson is licensed to practice law in Pennsylvania.

Prior to joining Kessler Topaz, Ms. Eagleson worked as an attorney in the law enforcement field, and practiced insurance defense law with the Philadelphia firm Margolis Edelstein.

PATRICK J. EDDIS, a staff attorney of the Firm, concentrates his practice in the area of corporate governance litigation. Mr. Eddis received his law degree from Temple University School of Law in 2002 and his undergraduate degree from the University of Vermont in 1995. Mr. Eddis is licensed to practice in Pennsylvania.

Prior to joining Kessler Topaz, Mr. Eddis was a Deputy Public Defender with the Bucks County Office of the Public Defender. Before that, Mr. Eddis was an attorney with Pepper Hamilton LLP, where he worked on various pharmaceutical and commercial matters.

SAMUEL C. FELDMAN, an associate of the Firm, concentrates his practice in securities litigation. Mr. Feldman received his law degree, with honors, from the Emory University School of Law in 2018 and his undergraduate degree, with honors, from the University of Florida in 2015. Mr. Feldman is licensed to practice in Pennsylvania.

While in law school, Sam worked as an extern at The Coca-Cola Company, taught two lab sections of Advanced Legal Writing & Editing under Professor Timothy Terrell, and served as President of the Student Bar Association.

MARK FRANEK, an associate of the Firm, concentrates his practice on securities fraud, antitrust, and unfair business practices litigation. Mr. Franek received his law degree from Temple University Beasley School of Law, and graduated with honors from Duke University. He is licensed to practice in Pennsylvania and New Jersey.

Before joining the Firm, Mr. Franek was a Judicial Officer to the Honorable Annette M. Rizzo, Philadelphia Court of Common Pleas, and a Judicial Intern to the Honorable Gene E.K. Pratter, U.S. District Court for the Eastern District of Pennsylvania. In law school, Mr. Franek served on Temple’s Law Review and was a member of Temple’s Moot Court Honor Society. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 47 of 54

Prior to law school, Mr. Franek worked for over 15 years in a variety of educational settings, including K- 12 and higher education environments. Mr. Franek was the Dean of Students at the William Penn Charter School, a Quaker K-12 independent school in Philadelphia, and also taught at the University of Pennsylvania, in its Masters in School Leadership Program, and at Cabrini College and Philadelphia University, in their English departments.

KIMBERLY V. GAMBLE, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. She received her law degree from Widener University, School of Law in Wilmington, DE. While in law school, she was a CASA/Youth Advocates volunteer and had internships with the Delaware County Public Defender’s Office as well as The Honorable Judge Ann Osborne in Media, Pennsylvania. She received her Bachelor of Arts degree in Sociology from The Pennsylvania State University. Ms. Gamble is licensed to practice law in the Commonwealth of Pennsylvania. Prior to joining Kessler Topaz, she worked in pharmaceutical litigation.

GRANT D. GOODHART, an associate of the Firm, concentrates his practice in the areas of mergers and acquisitions litigation and stockholder derivative actions. Mr. Goodhart received his law degree, cum laude, from Temple University Beasley School of Law and his undergraduate degree, magna cum laude, from the University of Pittsburgh. He is licensed to practice law in Pennsylvania and New Jersey.

TYLER S. GRADEN, an associate of the Firm, focuses his practice on consumer protection and whistleblower litigation. Mr. Graden received his Juris Doctor degree from Temple Law School and his undergraduate degrees in Economics and International Relations from American University. Mr. Graden is licensed to practice law in Pennsylvania and New Jersey and has been admitted to practice before numerous United States District Courts.

Prior to joining Kessler Topaz, Mr. Graden practiced with a Philadelphia law firm where he litigated various complex commercial matters, and also served as an investigator with the Chicago District Office of the Equal Employment Opportunity Commission.

Mr. Graden has represented individuals and institutional investors in obtaining substantial recoveries in numerous class actions, including Board of Trustees of the Buffalo Laborers Security Fund v. J.P. Jeanneret Associates, Inc., Case No. 09 Civ. 8362 (S.D.N.Y.) (settled - $219 million); Board of Trustees of the AFTRA Retirement Fund v. JPMorgan Chase Bank, NA., Case No. 09 Civ. 0686 (S.D.N.Y.) (settled - $150 million); In re Merck & Co., Inc. Vytorin ERISA Litig., Case No. 09 Civ. 197 4 (D.N.J.) (settled - $10.4 million); and In re 2008 Fannie Mae ERISA Litigation, Case No. 09-cv-1350 (S.D.N.Y.) (settled - $9 million). Mr. Graden has also obtained favorable recoveries on behalf of multiple, nationwide classes of borrowers whose insurance was force-placed by their mortgage servicers.

STACEY A. GREENSPAN, an associate of the Firm, concentrates her practice in the areas of merger and acquisition litigation and shareholder derivative actions. Ms. Greenspan received her law degree from Temple University in 2007 and her undergraduate degree from the University of Michigan in 2001, with honors. Ms. Greenspan is licensed to practice in Pennsylvania.

Prior to joining Kessler Topaz, Ms. Greenspan served as an Assistant Public Defender in Philadelphia for almost a decade, litigating hundreds of trials to verdict. Ms. Greenspan also worked at the Trial and Capital Habeas Units of the Federal Community Defender Office of the Eastern District of Pennsylvania throughout law school. At Kessler Topaz, she has assisted the Firm in obtaining a substantial recovery in a large class action on behalf of an institutional client in City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., C.A. No. 12481-VCL (Del. Ch. Sept. 12, 2017) ($86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 48 of 54

LP.). In addition, Ms. Greenspan served as co-lead counsel in In re Ebix, Inc. S’holder Litig., Consol. C.A. No. 8526-VCS (Del. Ch. Apr. 5, 2019), a case that challenged an improper executive bonus worth $825 million for the company’s CEO. After five years of hard fought litigation and a trial the case settled for corporate governance measures and an amendment to the CEO’s stock appreciation rights agreement.

KEITH S. GREENWALD, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. Mr. Greenwald received his law degree from Temple University, Beasley School of Law in 2013 and his undergraduate degree in History, summa cum laude, from Temple University in 2004. Mr. Greenwald is licensed to practice law in Pennsylvania.

Prior to joining Kessler Topaz, Mr. Greenwald was a contract attorney on various projects in Philadelphia and was at the International Criminal Tribunal for the Former Yugoslavia, at The Hague in The Netherlands, working in international criminal law.

JOHN J. GROSSI, a staff attorney at the Firm, focuses his practice on securities litigation. Mr. Grossi received his law degree from Widener University Delaware School of Law and graduated cum laude from Curry College. He is licensed to practice law in Pennsylvania. Prior to joining the Firm as a Staff Attorney, Mr. Grossi was employed in the Firm’s internship program as a Summer Law Clerk, where he was also a member of the securities fraud department.

During his time as a Summer Law Clerk, Mr. Grossi conducted legal research for several securities fraud class actions on behalf of shareholders, including Bank of America related to its acquisition of Merrill Lynch, Lehman Brothers, St. Jude Medical and NII Holdings.

NATHAN A. HASIUK, an associate of the Firm, concentrates his practice on securities litigation. Mr. Hasiuk received his law degree from Temple University Beasley School of Law, and graduated summa cum laude from Temple University. He is licensed to practice in Pennsylvania and New Jersey and has been admitted to practice before the United States District Court for the District of New Jersey. Prior to joining the Firm, Mr. Hasiuk was an Assistant Public Defender in Philadelphia.

EVAN R. HOEY, an associate of the Firm, focuses his practice on securities litigation. Mr. Hoey received his law degree from Temple University Beasley School of Law, where he graduated cum laude, and graduated summa cum laude from Arizona State University. He is licensed to practice in Pennsylvania and is admitted to practice before the United States District Court for the Eastern District of Pennsylvania.

SUFEI HU, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. She received her J.D. from Villanova University School of Law, where she was a member of the Moot Court Board. Ms. Hu received her undergraduate degree from Haverford College in Political Science, with honors. She is licensed to practice law in Pennsylvania and New Jersey, and is admitted to the United States District Court of the Eastern District of Pennsylvania. Prior to joining the Firm, Ms. Hu worked in pharmaceutical, anti-trust, and securities law.

FARZANA ISLAM, an associate of the Firm, concentrates her practice in securities litigation. Ms. Islam received her Juris Doctorate from Villanova University Charles Widger School of Law in 2016, and is a graduate of Drexel University’s LeBow College of Business, where she received a B.S. in Business Administration. Ms. Islam is licensed to practice in Pennsylvania and New Jersey.

Following law school, Ms. Islam served as a judicial law clerk to the Hon. Robert Lougy, J.S.C, of the New Jersey Superior Court. Prior to joining the firm in 2019, Ms. Islam was an Assistant District Attorney for CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 49 of 54

the Philadelphia District Attorney’s office, where she represented the Commonwealth in over fifty felony appeals before the Pennsylvania Superior Court and Pennsylvania Supreme Court.

MARGARET E. JULIANO, a staff attorney at the Firm, concentrates her practice in consumer fraud protection. She has a JD from Emory University School of Law, where she was Editor-in-Chief of the Emory Bankruptcy Developments Journal and a BA from Oberlin College. She is licensed to practice in Pennsylvania and New York, and previously practiced in the state and federal courts in Delaware.

Maggie has experience representing plaintiffs in consumer fraud cases concerning mold and other building envelop issues. She also represented manufacturers and distributors in mass tort and product liability cases. She clerked for Judge Walrath of the US Bankruptcy Court for the District of Delaware.

NATALIE LESSER, an associate of the Firm, concentrates her practice in the area of consumer protection. Ms. Lesser received her law degree from the University of Pittsburgh School of Law in 2010 and her undergraduate degree in English from the State University of New York at Albany in 2007. While attending Pitt Law, Ms. Lesser served as Editor in Chief of the University of Pittsburgh Law Review. Ms. Lesser is licensed to practice law in Pennsylvania and New Jersey.

Prior to Joining Kessler Topaz, Ms. Lesser was an associate with Akin Gump Strauss Hauer & Feld LLP, where she worked on a number of complex commercial litigation cases, including defending allegations of securities fraud and violations of ERISA for improper calculation and processing of insurance benefits.

JOSHUA A. LEVIN, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. Mr. Levin received his law degree from Widener University School of Law, and earned his undergraduate degree from The Pennsylvania State University. Mr. Levin is licensed to practice in Pennsylvania and New Jersey. Prior to joining Kessler Topaz, he worked in pharmaceutical litigation.

JOHN J. McCULLOUGH, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. In 2012, Mr. McCullough passed the CPA Exam. Mr. McCullough earned his Juris Doctor degree from Temple University School of Law, and his undergraduate degree from Temple University. Mr. McCullough is licensed to practice in Pennsylvania.

LAUREN M. McGINLEY, an associate of the Firm, concentrates her practice in the areas of securities and consumer protection. Ms. McGinley received her undergraduate degree from Temple University in 2013 and her law degree from Drexel University, Thomas R. Kline School of Law in 2017. While at Drexel, Ms. McGinley received the Dean’s Scholar for Excellence in Civil Procedure in 2015.

Prior to joining the Firm, Ms. McGinley clerked for the honorable Judge Alia Moses in the Western District of Texas from September 2017-August 2019.

STEVEN D. McLAIN, a staff attorney of the Firm, concentrates his practice in mergers and acquisition litigation and stockholder derivative litigation. He received his law degree from George Mason University School of Law, and his undergraduate degree from the University of Virginia. Mr. McLain is licensed to practice in Virginia. Prior to joining Kessler, Topaz, he practiced with an insurance defense firm in Virginia.

STEFANIE J. MENZANO, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Menzano received her law degree from Drexel University School of Law in 2012 and her undergraduate degree in Political Science from Loyola University Maryland. Ms. Menzano is licensed to practice law in Pennsylvania and New Jersey.

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Prior to joining Kessler Topaz, Ms. Menzano was a fact witness for the Institute for Justice. During law school, Ms. Menzano served as a case worker for the Pennsylvania Innocence Project and as a judicial intern under the Honorable Judge Mark Sandson in the Superior Court of New Jersey, Atlantic County.

JONATHAN F. NEUMANN, an associate of the Firm, concentrates his practice in the area of securities litigation and fiduciary matters. Mr. Neumann earned his Juris Doctor degree from Temple University Beasley School of Law, where he was an editor for the Temple International and Comparative Law Journal and a member of the Moot Court Honor Society. Mr. Neumann earned his undergraduate degree from the University of Delaware. Mr. Neumann is licensed to practice in Pennsylvania and New York. Prior to joining the Firm, Mr. Neumann served as a law clerk to the Honorable Douglas E. Arpert of the United States District Court for the District of New Jersey.

Mr. Neumann has represented institutional investors in obtaining substantial recoveries in numerous cases, including In re Bank of New York Mellon Corp. Foreign Exchange Transactions Litig., No. 12-md-02335 (S.D.N.Y.) ($335 million settlement); Policemen’s Annuity and Benefit Fund of the City of Chicago, et al. v. Bank of America, NA, et al., No. 12-cv-02865 (S.D.N.Y.) ($69 million settlement); In re NII Holdings Sec. Litig., No. 14-cv-227 (E.D. Va.) (settled $41.5 million).

ELAINE M. OLDENETTEL, a staff attorney of the Firm, concentrates her practice in consumer and ERISA litigation. She received her law degree from the University of Maryland School of Law and her undergraduate degree in International Studies from the University of Oregon. While attending law school, Ms. Oldenettel served as a law clerk for the Honorable Robert H. Hodges of the United States Court of Federal Claims and the Honorable Marcus Z. Shar of the Baltimore City Circuit Court. Ms. Oldenettel is licensed to practice in Pennsylvania and Virginia.

MELANIE A. RADER, an associate of the Firm, focuses her practice in securities litigation and consumer protection.

Prior to joining the Firm, Ms. Rader served as a judicial law clerk to the Hon. Linda K. Caracappa, United States Magistrate Judge for the Eastern District of Pennsylvania. Ms. Rader received her Juris Doctorate from Temple University Beasley School of Law in 2018, and is a graduate of Gettysburg College, where she received her Bachelor of Arts in Economics. While in law school, Ms. Rader was a judicial intern to the Hon. Petrese B. Tucker, United States District Court Judge for the Eastern District of Pennsylvania.

ALLYSON M. ROSSEEL, a staff attorney of the Firm, concentrates her practice at Kessler Topaz in the area of securities litigation. She received her law degree from Widener University School of Law, and earned her B.A. in Political Science from Widener University. Ms. Rosseel is licensed to practice law in Pennsylvania and New Jersey. Prior to joining the Firm, Ms. Rosseel was employed as general counsel for a boutique insurance consultancy/brokerage focused on life insurance sales, premium finance and structured settlements.

MICHAEL J. SECHRIST, a staff attorney at the Firm, concentrates his practice in the area of securities litigation. Mr. Sechrist received his law degree from Widener University School of Law in 2005 and his undergraduate degree in Biology from Lycoming College in 1998. Mr. Sechrist is licensed to practice law in Pennsylvania. Prior to joining Kessler Topaz, Mr. Sechrist worked in pharmaceutical litigation.

IGOR SIKAVICA, a staff attorney of the Firm, practices in the area of corporate governance litigation, with a focus on transactional and derivative cases. Mr. Sikavica received his J.D. from the Loyola University Chicago School of Law and his LL.B. from the University of Belgrade Faculty Of Law. Mr. Sikavica is licensed to practice in Pennsylvania. Mr. Sikavica’s licenses to practice law in Illinois and the former Yugoslavia are no longer active. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 51 of 54

Prior to joining Kessler Topaz, Mr. Sikavica has represented clients in complex commercial, civil and criminal matters before trial and appellate courts in the United States and the former Yugoslavia. Also, Mr. Sikavica has represented clients before international courts and tribunals, including – the International Criminal Tribunal for the Former Yugoslavia (ICTY), European Court of Human Rights and the UN Committee Against Torture.

MELISSA J. STARKS, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Starks earned her Juris Doctor degree from Temple University--Beasley School of Law, her LLM from Temple University--Beasley School of Law, and her undergraduate degree from Lincoln University. Ms. Starks is licensed to practice in Pennsylvania.

MICHAEL P. STEINBRECHER, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. Mr. Steinbrecher earned his Juris Doctor from Temple University James E. Beasley School of Law, and received his Bachelors of Arts in Marketing from Temple University. Mr. Steinbrecher is licensed to practice in Pennsylvania and New Jersey. Prior to joining Kessler Topaz, he worked in pharmaceutical litigation.

JULIE SWERDLOFF, a staff attorney of the Firm, concentrates her practice in the areas of consumer protection, antitrust, and whistleblower litigation. She received her law degree from Widener University School of Law, and her undergraduate degree in Real Estate and Business Law from The Pennsylvania State University. She is licensed to practice law in Pennsylvania and New Jersey and has been admitted to practice before the United States District Courts for the Eastern District of Pennsylvania and the District of New Jersey.

While attending law school, Ms. Swerdloff interned as a judicial clerk for the Honorable James R. Melinson of the United States District Court for the Eastern District of Pennsylvania. Prior to joining Kessler Topaz, Ms. Swerdloff managed major environmental claims litigation for a Philadelphia-based insurance company, and was an associate at a general practice firm in Montgomery County, PA. At Kessler Topaz, she has assisted the Firm in obtaining meaningful recoveries on behalf of clients in securities fraud litigation, including the historic Tyco case (In re Tyco International, Ltd. Sec. Litig., No. 02-1335-B (D.N.H. 2002) (settled -- $3.2 billion)), federal and state wage and hour litigation (In re FootLocker Inc. Fair Labor Standards Act (FLSA) and Wage and Hour Litig., No. 11-mdl-02235 (E.D. Pa. 2007) (settled – $7.15 million)), and numerous shareholder derivative actions relating to the backdating of stock options.

BRIAN W. THOMER, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. Mr. Thomer received his Juris Doctor degree from Temple University Beasley School of Law, and his undergraduate degree from Widener University. Mr. Thomer is licensed to practice in Pennsylvania.

ALEXANDRA H. TOMICH, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. She received her law degree from Temple Law School and her undergraduate degree from Columbia University with a B.A. in English. She is licensed to practice law in Pennsylvania.

Prior to joining Kessler Topaz, she worked as an associate at Trujillo, Rodriguez, and Richards, LLC in Philadelphia. Ms. Tomich volunteers as an advocate for children through the Support Center for Child Advocates in Philadelphia and at Philadelphia VIP.

JACQUELINE A. TRIEBL, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Triebl received her law degree, cum laude, from Widener University School of Law in 2007 and her undergraduate degree in English from The Pennsylvania State University in 1990. Ms. Triebl is licensed to practice law in Pennsylvania and New Jersey. CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 52 of 54

KURT WEILER, a staff attorney of the Firm, concentrates his practice in the area of securities litigation. He received his law degree from Duquesne University School of Law, where he was a member of the Moot Court Board and McArdle Wall Honoree, and received his undergraduate degree from the University of Pennsylvania. Mr. Weiler is licensed to practice law in Pennsylvania.

Prior to joining Kessler Topaz, Mr. Weiler was associate corporate counsel for a Philadelphia-based mortgage company, where he specialized in the area of foreclosures and bankruptcy.

JAMES A. WELLS, an associate of the Firm, represents whistleblowers in the Qui Tam Department of the Firm. Mr. Wells received his J.D. from Temple University Beasley School of Law in 1998 where he was published in the Temple Journal of International and Comparative Law, and received his undergraduate degree from Fordham University. He is licensed to practice in Pennsylvania.

Following graduation, Mr. Wells was an Assistant Defender at the Defender Association of Philadelphia for six years. Prior to joining the Firm in 2015, he worked at two prominent Philadelphia law firms practicing class action employment and whistleblower law.

CHRISTOPHER M. WINDOVER, an associate of the Firm, concentrates his practice in the areas of shareholder derivative actions and mergers and acquisitions litigation. Mr. Windover received his law degree from Rutgers University School of Law, cum laude, and received his undergraduate degree from Villanova University. He is licensed to practice in the Commonwealth of Pennsylvania and New Jersey. Prior to joining the Firm, Mr. Windover practiced litigation at a mid-sized law firm in Philadelphia.

ANNE M. ZANESKI*, a staff attorney of the Firm, concentrates her practice in the area of securities litigation. Ms. Zaneski received her J.D. from Brooklyn Law School where she was a recipient of the CALI Award of Excellence, and her B.A. from Wellesley College. She is licensed to practice law in New York and Pennsylvania.

Prior to joining the Firm, she was an associate with a boutique securities litigation law firm in New York City and served as a legal counsel with the New York City Economic Development Corporation in the areas of bond financing and complex litigation.

* Admitted as Anne M. Zaniewski in Pennsylvania.

PROFESSIONALS

WILLIAM MONKS, CPA, CFF, CVA, Director of Investigative Services at Kessler Topaz Meltzer & Check, LLP (“Kessler Topaz”), brings nearly 30 years of white collar investigative experience as a Special Agent of the Federal Bureau of Investigation (FBI) and “Big Four” Forensic Accountant. As the Director, he leads the Firm’s Investigative Services Department, a group of highly trained professionals dedicated to investigating fraud, misrepresentation and other acts of malfeasance resulting in harm to institutional and individual investors, as well as other stakeholders.

William’s recent experience includes being the corporate investigations practice leader for a global forensic accounting firm, which involved widespread investigations into procurement fraud, asset misappropriation, financial statement misrepresentation, and violations of the Foreign Corrupt Practices Act (FCPA).

While at the FBI, William worked on sophisticated white collar forensic matters involving securities and other frauds, bribery, and corruption. He also initiated and managed fraud investigations of entities in the CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 53 of 54

manufacturing, transportation, energy, and sanitation industries. During his 25 year FBI career, William also conducted dozens of construction company procurement fraud and commercial bribery investigations, which were recognized as a “Best Practice” to be modeled by FBI offices nationwide.

William also served as an Undercover Agent for the FBI on long term successful operations targeting organizations and individuals such as the KGB, Russian Organized Crime, Italian Organized Crime, and numerous federal, state and local politicians. Each matter ended successfully and resulted in commendations from the FBI and related agencies.

William has also been recognized by the FBI, DOJ, and IRS on numerous occasions for leading multi- agency teams charged with investigating high level fraud, bribery, and corruption investigations. His considerable experience includes the performance of over 10,000 interviews incident to white collar criminal and civil matters. His skills in interviewing and detecting deception in sensitive financial investigations have been a featured part of training for numerous law enforcement agencies (including the FBI), private sector companies, law firms and accounting firms.

Among the numerous government awards William has received over his distinguished career is a personal commendation from FBI Director Louis Freeh for outstanding work in the prosecution of the West New York Police Department, the largest police corruption investigation in New Jersey history.

William regards his work at Kessler Topaz as an opportunity to continue the public service that has been the focus of his professional life. Experience has shown and William believes, one person with conviction can make all the difference. William looks forward to providing assistance to any aggrieved party, investor, consumer, whistleblower, or other witness with information relative to a securities fraud, consumer protection, corporate governance, qui-tam, anti-trust, shareholder derivative, merger & acquisition or other matter.

Education Pace University: Bachelor of Business Administration (cum laude) Florida Atlantic University: Master’s in Forensic Accounting (cum laude)

BRAM HENDRIKS, European Client Relations Manager at Kessler Topaz Meltzer & Check, LLP (“Kessler Topaz”), guides European institutional investors through the intricacies of U.S. class action litigation as well as securities litigation in Europe and Asia. His experience with securities litigation allows him to translate complex document and discovery requirements into straightforward, practical action. For shareholders who want to effect change without litigation, Bram advises on corporate governance issues and strategies for active investment.

Bram has been involved in some of the highest-profile U.S. securities class actions of the last 20 years. Before joining Kessler Topaz, he handled securities litigation and policy development for NN Group N.V., a publicly-traded financial services company with approximately EUR 197 billion in assets under management. He previously oversaw corporate governance activities for a leading Amsterdam pension fund manager with a portfolio of more than 4,000 corporate holdings.

A globally-respected investor advocate, Bram has co-chaired the International Corporate Governance Network Shareholder Rights Committee since 2009. In that capacity, he works with investors from more than 50 countries to advance public policies that give institutional investors a voice in decision-making. He is a sought-after speaker, panelist and author on corporate governance and responsible investment policies. Based in the Netherlands, Bram is available to meet with clients personally and provide hands-on-assistance when needed.

CASE 0:17-cv-03835-SRN-TNL Document 118-2 Filed 03/10/20 Page 54 of 54

Education University of Amsterdam, MSc International Finance, specialization Law & Finance, 2010 Maastricht Graduate School of Governance, MSc in Public Policy and Human Development, specialization WTO law, 2006 Tilburg University, Public Administration and administrative law B.A., 2004

CASE 0:17-cv-03835-SRN-TNL Document 118-6 Filed 03/10/20 Page 1 of 3

EXHIBIT 6 CASE 0:17-cv-03835-SRN-TNL Document 118-6 Filed 03/10/20 Page 2 of 3

Mark K. Gyandoh, Esquire Partner [email protected]

Career

Mark K. Gyandoh, Esq. who spearheads the firm’s fiduciary practice group has nearly two decades of experience in complex civil litigation. Following graduation from law school he clerked for the Honorable Dennis Braithwaite of the Superior Court of New Jersey Appellate Division from 2001 to 2002 in Atlantic City. He then worked for a small insurance defense firm in Philadelphia for two years where he took and defended hundreds of depositions and tried numerous cases at arbitration. Toward the end of his tenure at the firm he also served as an arbitrator in the Compulsory Arbitration Program for the Philadelphia Court of Common Pleas.

Prior to joining Capozzi Adler, Mr. Gyandoh litigated breach of fiduciary duty class actions brought pursuant to the Employee Retirement Income Security Act of 1974 (ERISA) for fifteen years at one of the largest plaintiffs’ class action firms in the country, Kessler Topaz Meltzer & Check, LLP. While at Kessler Topaz, Mr. Gyandoh prosecuted dozens of ERISA breach of fiduciary duty cases against some of the biggest companies in America recovering hundreds of millions of dollars for victims of fiduciary breaches. He has substantial experience in all phases of litigating these cases from initial investigation, filing pleadings, mediations, settlements, settlement administration, trial and appeals. Mr. Gyandoh was one of the lead attorneys for plaintiffs in an ERISA case that resulted in a seminal U.S. Supreme Court decision, Fifth Third Bancorp, et al. v. Dudenhoeffer, et al., 134 S. Ct. 2459 (2014), that clarified the unwavering duties owed by fiduciaries to pension plan participants.

Education

Mr. Gyandoh earned his B.A. in history from Haverford College in 1996. He obtained both his J.D. (2001) and L.L.M. (2011) in trial advocacy from Temple University School of Law. While in law school, Mr. Gyandoh was Co-President of the Temple International Law Society. He also served as an intern for the Honorable Dolores K. Sloviter, United States Court of Appeals for the Third Circuit, and extern for the Honorable Jerome B. Simandle, United States District Court for New Jersey. Mr. Gyandoh is also proud to have earned the title of Honorary Judge Advocate for his outstanding service as a legal intern for the United States Army South Office of the Staff Judge Advocate at Fort Buchanan, Puerto Rico during the summer of 2000. CASE 0:17-cv-03835-SRN-TNL Document 118-6 Filed 03/10/20 Page 3 of 3

Positions and Accomplishments

Named a Rising Star by Super Lawyers, Mr. Gyandoh is admitted to both the Pennsylvania and New Jersey bars. He is also admitted to the United States Court of Appeals for the Second Circuit, United States Court of Appeals for the Sixth Circuit, United States Court of Appeals for the Eleventh Circuit, and the following United States District Courts: Eastern District of Pennsylvania, District of New Jersey, District of Colorado, Eastern District of Michigan, Northern District of Illinois, Central District of Illinois, and Southern District of Illinois.

Over the years, Mr. Gyandoh has contributed to academic scholarship in a variety of contexts reflecting his values and intellectual curiosity. While in law school, he received the Henry J. Richardson, III Award for his contribution of scholarship in the areas of international law and human rights. And in 2004, Mr. Gyandoh was invited to speak at a conference in Prague, Czech Republic where participants explored the role of ecology and environmental ideas in the context of contemporary society, international politics and global economics, to begin to assess the implications for our understanding of fairness, justice and global citizenship. His presentation was published as an article titled Incorporating the Principle of Co-Equal Branches into the European Constitution: Lessons to be Learned from the United States, in “Redefining Europe,” pp. 89-107 (2005). He also authored an article about overcoming legal hurdles in litigating cases outside the United States titled Foreign Evidence Gathering: What Stands in the Way of Justice? 15 Temp. Int’l & Comp. L.J. (2001)

Currently, Mr. Gyandoh also serves as President of the U.S. Ghana Chamber of Commerce, a Philadelphia-based organization. CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 1 of 10

EXHIBIT 3 CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 2 of 10

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Plaintiffs,

vs. DECLARATION OF MARK G. BOYKO ON BEHALF OF Allina Health System; the Allina Health CLASS COUNSEL IN SUPPORT System Board of Directors; the Allina Health OF PLAINTIFFS’ MOTION FOR System Retirement Committee; the Allina AN AWARD OF ATTORNEYS’ Health System Chief Administrative Officer; FEES, REIMBURSEMENT OF the Allina Health System Chief Human EXPENSES AND CASE Resources Officer; Clay Ahrens; John I. CONTRIBUTION AWARDS Allen; Jennifer Alstad; Gary Bhojwani; FOR THE CLASS Barbara Butts-Williams; John R. Church; REPRESENTATIVES Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants.

I, Mark G. Boyko, on behalf of Class Counsel, declare as follows:

1. I have personal knowledge of the facts set forth below and, if called as

witness, I could and would testify competently thereto.

1 CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 3 of 10

2. I am an attorney with the law firm Bailey & Glasser LLP and have been the lead attorney for my firm in this litigation representing the plaintiffs. I am a member in good standing with the bars of the states of New York, Illinois and Missouri.

3. I have a national practice representing participants, like the Plaintiffs, in class action litigation concerning the fees and investments in 401(k) and other retirement plans.

I have litigated class actions of this kind almost exclusively since 2007 in class litigation from coast to coast at the trial, appellate and U.S. Supreme Court level. I frequently speak at conferences sponsored by the American Bar Association and other entities on topics related to ERISA class action litigation. My biography is attached hereto as Exhibit A.

4. I, along with Class Counsel, have been actively involved in all stages of this litigation, including investigating and preparing the Complaint, which began in 2016, successfully defending against Defendants’ motion to dismiss, and reviewing and assessing documents provided by Defendants, plan participants, and public sources.

5. The firm’s hours and lodestar devoted to this matter, as of March 6, 2020, are as follows:

Name Position Hourly Hours Lodestar Rate Mark Boyko Sr. Associate $600 44.5 $26,700 Melissa Kestner-Clay Sr. Paralegal $250 15.8 $3,950 Salvador Sauceda Paralegal $200 3.7 $740 Sue Polston Paralegal $200 2.1 $420 Annie Dimmick Legal Assistant $85 9.8 $833 Totals 75.9 $32,643

6. The time reflected above was reasonable and necessary to effectively prosecute this case, and avoided duplication of efforts. The above table is based on my

2 CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 4 of 10

firm’s contemporaneous time records, and breaks out the hours and rates for each attorney and paralegal. Throughout this litigation, Bailey Glasser allocated work to maximize efficiency, assigning tasks within the firm based on a number of considerations and with the goal of minimizing duplication of effort, thereby minimizing fees in the case. Thus, senior attorneys did not do the work that could be accomplished more efficiently by more junior attorneys, and attorneys did not do work that could be completed by paraprofessionals. Had such efforts not been made, the lodestar would have been much higher.

7. Details and material supporting the time records referenced in this declaration are available upon the request of the Court.

8. I reviewed the time printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time committed to the litigation. Based on this review, I believe that the time reflected in my firm’s lodestar calculation is reasonable in amount and was necessary for the effective and efficient prosecution and resolution of the litigation.

9. Bailey & Glasser litigated this case on a wholly contingent basis and the hourly rates shown for the attorneys and paraprofessionals at my firm are the current hourly rates. These rates are in line with rates that have been accepted by courts in other complex actions.

10. The time entries above do not include future time spent on this case to communicate with class members and monitor Defendants’ compliance with the

Settlement, among other things.

3 CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 5 of 10

I declare, pursuant to 28 U.S.C. § 1746 and under penalty of perjury, that the foregoing is true and correct to the best of my knowledge, information and belief.

Executed this 9th day of March, in Clayton, Missouri.

Dated: March 9, 2020 Respectfully submitted,

/s/ Mark G. Boyko Mark G. Boyko BAILEY & GLASSER LLP 8012 Bonhomme Ave. Suite 300 Clayton, MO 63105 (314) 863-5446 (202) 463-2103 fax [email protected]

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209 Capitol Street Charleston, WV 25301 Tel: 304.345.6555 Toll Free: 877.852.0342 Fax: 304.342.1110

March 9, 2020

Bailey & Glasser LLP was founded by Ben Bailey and Brian Glasser in Charleston, West Virginia in 1999. Since then, the firm has grown to include 60 lawyers and nearly the same number of other employees and support staff, with offices in Charleston, Morgantown and Wheeling, West Virginia, as well as Alabama, Delaware, Florida, Massachusetts, Missouri, New Jersey, New York, and Washington, D.C. Firm attorneys are licensed to practice law in 24 U.S. states and the People’s Republic of China.

Since its inception, clients have relied on Bailey & Glasser to handle their most challenging and consequential legal issues, regionally and nationwide. The firm represents plaintiffs and defendants, including individuals, businesses and governments. Lawyers throughout the country call upon the firm to access B&G’s unique blend of resources, trial experience, and expertise. Our litigation group has a substantial practice in complex commercial and class action litigation, with a particular emphasis on natural resources and energy, products liability, consumer protection and finance. The firm’s corporate practice handles business matters ranging from assisting Chinese investors in acquiring US assets, to IPOs, to the negotiation and execution of billions of dollars in commercial transactions.

Of particular relevance to this case, Bailey & Glasser has represented or currently represents individuals and classes of participants in a variety of class cases brought on behalf of 401(k) and other retirement plans under ERISA. This includes actions in which Bailey & Glasser represents participants in 401(k) plans available to employees of large companies such as Intel, Edward Jones, and Neuberger Berman.

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Representative Plaintiffs’ Class Action Cases

Volkswagen “Clean Diesel” Marketing, Sales Practices, and Product Liability Litigation MDL No. 2672 CRB (JSC) (N.D. Cal.) - Ben Bailey serves as one of twenty-three lawyers on the Plaintiffs' Steering Committee for the Volkswagen Diesel Emissions MDL pending in the Northern District of California. Bailey & Glasser helped settle the first round of claims in the case, involving vehicles with 2.0 liter diesel engines, for more than $15 billion. Other claims involving the 3.0 liter engine vehicles and the claims against Bosch remain, pending a final approval hearing in May.

Toyota Unintended Acceleration Marketing, Sales Practices, and Product Liability Litigation Case No.: 8:10ML2151 JVS (FMOx) (C.D. Cal.) - In 2009, Bailey & Glasser filed one of the first wrongful death actions alleging sudden-acceleration defects in a Toyota Camry. Ultimately, B&G lawyers were appointed to key MDL leadership roles in what came to be, at the time, one of the largest products liability cases ever filed. Ben Bailey served on the plaintiffs’ lead counsel committee pursuing economic-loss damages; Eric Snyder serves in the same capacity on the committee pursuing personal injury claims. The firm played a leading role in developing expert testimony on the sudden acceleration defect in 2002-2010 Toyota vehicles. The economic-loss claims settled for $1.6 billion. Hundreds of personal injury claims have also been settled; dozens remain pending.

Krakauer v. Dish Network. L.L.C., No. 1:14-CV-00333-CCE-JEP (M.D. NC) - The firm obtained a $20.5 million verdict in a class action trial against Dish Network. The class, led by class representative Dr. Thomas Krakauer of Bahama, North Carolina, alleged Dish was liable for more than 51,000 telemarketing calls placed by a defunct DISH dealer to persons whose telephone numbers were on the National Do Not Call Registry. The jury found DISH liable for all calls, and awarded $400 per violation of the Telephone Consumer Protection Act.

Brundle v. Wilmington Trust, No. 1:15-cv-1494 (E.D. Va.)- Bailey & Glasser recovered $30 million for the participants in the Constellis Employee Stock Ownership Plan following a two- week trial. The court’s decision set important new standards for ESOP trustees representing plans and participants in ESOP transactions.

In re: Monitronics Int’l, Inc. Telephone Consumer Protection Act Litigation, MDL No. 1:13MD2493 (N.D. W. Va.) - The firm serves in both lead and liaison positions in a MDL case, In re: Monitronics Int’l, Inc. Telephone Consumer Protection Act Litigation. The MDL consolidates five putative class actions originally brought in federal courts in West Virginia, Washington, California, and Illinois. The cases allege violations of the TCPA, a federal law that strictly regulates “robocall” telemarketing and telemarketing to persons listed on the national Do Not Call Registry.

Comcast Set-Top Cable Television Box Antitrust Litigation, MDL No. 2034, No. 09-md- 2034 (E.D. Pa.) - The firm serves on the Plaintiffs’ Steering Committee in MDL action alleging antitrust violations related to defendant’s set-top cable box policies.

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In re: Blue Cross Blue Shield Antitrust Litigation, MDL No. 2406 (N.D. Ala.) - The firm serves on the Plaintiffs' Steering Committee in the pending MDL case alleging nationwide market allocation and price-fixing antitrust violations by the Blue Cross Blue Shield Association and its members.

Anderson v. National City Bank (formerly Provident Bank), No. 04-C-199 ( Cir. Ct. of Mercer County, W. Va.) - The firm was brought in by a respected legal services firm six months before trial as co-lead counsel in a certified predatory-lending class action in West Virginia state court. The case settled for $8.1 million, a sum that completely paid off more than fifty mortgage loans, and made additional cash payments to class members of up to $34,000 each.

Mey v. Herbalife International, Inc., No. 01-C-263 (Cir. Ct. of Ohio County, W. Va.) - The firm was brought in by a team of lawyers to help prosecute class action claims under the Telephone Consumer Protection Act. The case settled for $7 million, at the time one of the largest TCPA robocall telemarketing settlements since the statute was enacted in 1991.

Key Bailey & Glasser Attorneys in This Case

Gregory Y. Porter is a partner at Bailey & Glasser. He has extensive experience litigating complex pension, consumer fraud, insurance sales, and RICO class actions in federal and state courts throughout the United States. Greg has sued and represented many Fortune 500 companies in class actions under the federal Employee Retirement Income Security Act (ERISA). Greg also represents whistleblowers in qui tam, securities, and commodities frauds. Greg currently represents employees in several retirement plan class actions, including claims that large financial institutions have limited employee 401(k) plan investment options to inferior in-house mutual funds, that fiduciaries of 401(k) plans have imprudently invested employee retirement savings in employer stock, and that financial institutions have mismanaged securities lending programs. Greg has also defended companies, trustees and individuals in several landmark cases. Greg has argued ERISA appeals in the Second, Fourth, Sixth and Eighth United States Circuit Courts of Appeal.

Mark G. Boyko practices primarily in the area of complex fiduciary breach and prohibited transaction litigation, representing clients in actions brought under the Employee Retirement Income Security Act of 1974 (ERISA). Mark has been involved in all aspects of class litigation, from organizing and investigating cases against over a dozen companies, such as Ameriprise Financial and Lockheed Martin, to mediating the settlement of cases totaling over $350 million. He has class action trial experience, securing a verdict for employees and retirees based on self- dealing by their employer in their 401(k) plan, and has experience at the appellate and U.S. Supreme Court level. Most recently, Mr. Porter and Mr. Boyko achieved a 9-0 decision supportive of their clients in their litigation against Intel. Intel v. Sulyma, --- U.S. --- (Feb. 26, 2020).

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Attorney Practices - High Stakes Litigation Clayton, MO 63105 - Class Actions-Mass Torts T: 314.863.5446 - Labor, Employment and Employee Benefits F: 314.863.5483 [email protected]

Mark G. Boyko

Biography

Mark practices primarily in the area of complex fiduciary breach and prohibited transaction litigation, representing clients in actions brought under the Employee Retirement Income Security Act of 1974 (ERISA).

Mark earned his bachelors in economics from the University of Illinois, then went to the University of Missouri, where he earned his law degree in 2004 along with a certificate in Dispute Resolution. In 2005 Mark earned a Masters of Law from New York University where he studied complex multi-party litigation and dispute resolution.

Mark has been involved in all aspects of class litigation, from organizing and investigating cases against over a dozen companies, such as Ameriprise Financial and Lockheed Martin, to mediating the settlement of ten cases for a total of over $300 million. He has class action trial experience, securing a verdict for employees and retirees based on self-dealing by their employer in their 401(k) plan, and has experience at the appellate and U.S. Supreme Court level.

Mark is on the ABA Section of Litigation’s Class Action and Derivative Suits Committee and is a member of the Board of Places for People, a St. Louis area non-profit focused on serving adults with severe, persistent mental illness as well as co-occurring challenges, such as drug addiction, HIV, or prior suffering as a victim of state-sponsored terrorism. Mark recently retired from his position as a professional soccer referee.

Mark lives in St. Louis with his wife and two children.

Professional Involvement

Bar Admissions

New York, 2005 Missouri, 2005 Illinois, 2006

Cases

Education CASE 0:17-cv-03835-SRN-TNL Document 118-3 Filed 03/10/20 Page 10 of 10

● LL.M., 2005 - New York University School of Law ● J.D., 2004 - University of Missouri - Columbia School of Law ● B.A., Economics & Political Science, 2001 - University of Illinois at Champaign - Urbana CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 1 of 42

EXHIBIT 5 CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 2 of 42

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Plaintiffs, DECLARATION OF KAI RICHTER IN SUPPORT OF vs. PLAINTIFFS’ MOTION FOR AN AWARD OF ATTORNEYS’ FEES, Allina Health System; the Allina Health REIMBURSEMENT OF System Board of Directors; the Allina Health EXPENSES AND CASE System Retirement Committee; the Allina CONTRIBUTION AWARDS FOR Health System Chief Administrative Officer; THE CLASS REPRESENTATIVES the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants.

I, Kai Richter, declare as follows:

1. I am a partner at Nichols Kaster, PLLP (“Nichols Kaster”), counsel for

Plaintiffs Judy Larson, Janelle Mausolf, and Karen Reese. I make this Declaration of my own personal knowledge, and if called as a witness, I would and could testify competently to the matters stated herein. CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 3 of 42

2. I, along with colleagues at Nichols Kaster, have been actively involved in all stages of this lawsuit, including investigating and preparing the Complaint, successfully defending against Defendants’ motion to dismiss, reviewing documents filed with the

Court, and attending case hearings. I submit this Declaration in support of Plaintiffs’

Motion for Award of Attorneys’ Fees, Reimbursement of Expenses and Case Contribution

Awards.

3. Nichols Kaster is experienced in successfully handling ERISA breach of fiduciary duty class actions, including cases involving defined contribution retirement plans’ investment lineups. I have been personally involved in litigating over twenty ERISA fiduciary breach lawsuits, and as a result, I am very familiar with the cases in this field.

4. As shown on its Firm Resume, attached to this declaration as Exhibit A,

Nichols Kaster has served or is serving as lead counsel or co-lead counsel for classes in numerous ERISA class actions across the country.

5. The proposed Settlement would require Allina to pay $2,425,000 to establish a Settlement Fund, which is more than 30% of the Class’s maximum potential damages as calculated by Plaintiffs’ expert. Nichols Kaster, together with co-counsel, believes that this recovery is an excellent result for the Class.

6. As lead attorney for my firm, I personally managed, delegated, and supervised the allocation of personnel and expenses employed by my firm in this case. We have aggressively and vigorously prosecuted this case and represented the best interests of the Plaintiffs and the participants and beneficiaries of the Plans. Over the course of the litigation, we have incurred the following expenses: CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 4 of 42

Expense Category Amount Filing Fees $1,100.00 PACER/WestLaw $48.56 Travel Expenses $83.84 Postage $2.28 Total $1,234.68

7. The expenses listed in paragraph 6 were actually incurred in the litigation of this case as reflected in the books and records of Nichols Kaster. These books and records are prepared from receipts, expense vouchers, check records and other documents and are an accurate record of the expenses. These expenses were necessary to the prosecution of the case, and are of the type that would be billed to hourly clients of the firm.

8. The firm’s hours and lodestar devoted to this matter, as of March 4, 2020, are as follows:

Name Position Hourly Hours Lodestar Rate Kai Richter Partner $775 20.3 $15,732.50 Carl Engstrom Of Counsel $575 56.1 $32,257.50 Brandon McDonough Associate $575 .2 $115.00 Mark Thomson Associate $425 2.3 $977.50 Dan Burnett Class Action Clerk $250 .2 $50.00 Elizabeth Luebesmier Paralegal $250 .4 $100.00 Deanna Peitz Paralegal $250 4.3 $1,075.00 Caitlin Thompson Paralegal $250 3.0 $750.00 Erin Zanmiller Paralegal $250 1.1 $275.00 Totals 87.3 $51,332.50

9. In my opinion, the time reflected in paragraph 8 was reasonable and necessary to effectively prosecute this case, and avoided duplication of efforts.

10. I reviewed the time printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time committed to the CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 5 of 42

litigation. Based on this review, I believe that the time reflected in my firm’s lodestar calculation is reasonable in amount and was necessary for the effective and efficient prosecution and resolution of the litigation. Nichols Kaster litigated this case on a wholly contingent basis and the hourly rates shown for the attorneys and paraprofessionals at

Nichols Kaster are the current hourly rates for contingent matters, which are the same as the regular current rates charged for Nichols Kaster’s services in non-contingent matters.

These rates have been accepted by courts in other complex actions.

11. The time entries above do not include future time spent on this case to communicate with class members and monitor Defendants’ compliance with the

Settlement.

12. Details and material supporting the time records and expenses referenced in this declaration are available upon the request of the Court.

I declare, pursuant to 28 U.S.C. § 1746 and under penalty of perjury, that the foregoing is true and correct to the best of my knowledge, information, and belief.

Executed at Minneapolis, Minnesota this 6th day of March, 2020.

/s/ Kai Richter Kai Richter

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EXHIBIT A

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Nichols Kaster, PLLP

Firm Resume

| Table of Contents

Firm Overview...... 2

Accolades ...... 3

Judicial Recognition ...... 4

Notable Litigation Results ...... 11

Nichols Kaster Attorneys ...... 25 CASE 0:17-cv-03835-SRN-TNL Document 118-5 Filed 03/10/20 Page 8 of 42

Firm Overview Employee Representation

For more than forty-five years, Nichols Kaster - Wage & Hour Violations has enjoyed a sterling reputation as a top employment - 401(k) and Benefit Breaches and consumer plaintiffs’ litigation firm. We have - Qui Tam/False Claims represented hundreds of thousands of employees and - Wage Fixing - Equal Pay Violations consumers nationwide on a variety of legal issues - Harassment arising under both state and federal laws. - Discrimination - Retaliation The Firm’s National Wage and Hour team - Medical leave represents employees in class and collective actions - Failure to Accommodate seeking to recover unpaid wages in circumstances - Federal Railway Safety Act Violations where employers misclassify workers or otherwise fail - Breach of Contract to compensate them for all hours worked, pursuant to - Severance minimum wage and overtime rates, or as required by - Non-Compete Agreements contract. The Firm also represents groups of - Defamation employees seeking to recover unpaid commissions and unlawfully pooled tips.

Nichols Kaster represents workers and consumers who have endured discrimination and who have had their civil rights violated on either an individual or class-wide basis. The Firm’s employment group is also dedicated to assisting individual employees in Minnesota and surrounding states with a variety of legal needs, including addressing discrimination; harassment; retaliation; accommodation and leave issues; contract, severance, and non-compete disputes; as well as defending against licensure complaints.

The Firm also assists employees and retirement plan participants in protecting their 401(k) investments and other benefits. Nichols Kaster challenges breaches of fiduciary duty relating to excessive fees, underperforming funds, imprudently managed accounts, and failure to Consumer Representation properly pay benefits. - Forced-Placed Insurance - Credit Reporting Nichols Kaster is dedicated to protecting - Improper Background Checks consumer rights through its National - Student Loans Consumer Class Action team. Over the years, - Predatory Lending the Firm has represented consumers with a - Interest Overcharges and Misapplication of variety of violations, primarily on a class-wide Loan Payments basis. The Firm led the way in forced-placed - Billing Practices flood and hazard litigation and with claims - Deceptive Practices under the Fair Credit and Reporting Act. - Debt Collection Violations Nichols Kaster also represents whistleblowers and relators who have “blown the whistle” on illegal activity. These cases involve the

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reporting of possible government fraud, mishandling of toxic substances, violations of tax or securities laws, discrimination in education, failure to provide access to public facilities, and more. Nichols Kaster represents individuals who have brought claims on behalf of the government against entities who have defrauded the government under the False Claims Act (also known as “qui tam” lawsuits).

No matter the type of claim, Nichols Kaster helps everyday people seek redress against big corporations.

Accolades

U.S. NEWS & WORLD REPORT has continued to name Nichols Kaster as a Best Law Firm® and honored individual lawyers at the Firm as Best Lawyers®, consecutively since 2012. LAW360 has listed Nichols Kaster as a top plaintiffs’ employment law firm, and MINNESOTA LAWYER has declared it one of Minnesota’s top 100 firms. In 2019, nine of Nichols Kaster’s attorneys were named as part of the 500 leading plaintiff employment lawyers on Lawdragon.com’s list of the nation’s best employment lawyers. In 2019, nine of Nichols Kaster’s attorneys were named Super Lawyers® and eight Rising Stars by SUPER LAWYERS MAGAZINE. Steve Smith and Matthew Frank were announced as the 2017 Minnesota Lawyers of the Year. On Martindale Hubbell, the firm has a 5 out of 5 peer rating.

Together The National Law Journal and LAW.COM named Nichols Kaster a top 50 firm for Elite Trial Lawyers “that are doing the most creative and substantial work on the plaintiffs side.” Introducing America’s Elite Trial Lawyers, THE NAT’L LAW J. (Sept. 8, 2014).

In 2009, Nichols Kaster was ranked as one of the top ten busiest FLSA firms in the country by Litigation Almanac 360, which conducted a study of over 500,000 federal cases and received input from more than 200 law firms. Nichols Kaster was the only plaintiffs’ firm in the top ten.

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Judicial Recognition

Nichols Kaster provides employees and consumers with significant results, including substantial settlements, trial victories, and ground-breaking determinations on important legal questions. The Firm’s attorneys fight hard for their clients, vigorously litigating complex actions against top national defense firms. Courts have recognized Nichols Kaster’s successes and extensive experience and have appointed the Firm as lead or co-lead counsel on hundreds of class and collective actions. Below are just a few examples of this recognition.

Class Counsel displayed skill and determination. It is unsurprising that only a few firms might invest the considerable resources to ERISA class actions such as this, which require considerable resources and hold uncertain potential for recovery. The Honorable Judge Catherine C. Eagles Sims v. BB&T Corp., No. 1:15-cv-841 (M.D.N.C., May 5, 2019).

[C]lass counsel achieved a strong result through skillful litigation and settlement negotiation. After filing a detailed complaint and amended complaint, working through a substantial discovery process, litigating a motion to dismiss, and undergoing mediation and settlement discussions, class counsel obtained a settlement of $14 million and a mandatory request for proposal that will help ensure quality management of class members’ 401(k) funds down the road. Regarding quality of representation, the litigation and settlement appear by all measures to be the work of skillful and experienced attorneys with significant expertise in the ERISA context. The Honorable Judge Nathanael M. Cousins Johnson v. Fujitsu Tech. & Bus. of Am., Inc., No. 5:16-cv-03698 (N.D. Cal., May 11, 2018).

The high quality of Nichols Kaster’s representation strongly supports approval of the requested fees. The Court has previously commended counsel for their excellent lawyering. The point is worth reiterating here. Nichols Kaster was energetic, effective, and creative throughout this long litigation. The Court found Nichols Kaster’s briefs and arguments first-rate. And the documents and deposition transcripts which the Court reviewed in the course of resolving motions revealed the firm’s far-sighted and strategic approach to discovery . . . Further, unlike in many class actions, plaintiffs’ counsel did not build their case by piggybacking on regulatory investigation or settlement . . . The

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lawyers at Nichols Kaster can genuinely claim to have been the authors of their clients’ success. The Honorable Judge Paul A. Engelmayer Hart v. RCI Hospitali Holdings, Inc., No. 09 Civ. 3043, 2015 WL 5577713 (S.D.N.Y. Sept. 22, 2015)

I want to commend all of you for the excellent work that you did in conjunction with the special master and the court’s technical advisor . . . I’m satisfied that this settlement is fair and reasonable given all the risk and expense of further litigation . . . . Honorable Judge Kathryn Vratil Sibley v. Sprint Nextel Corp., No. 08-cv-2063 (D. Kan. Dec. 20, 2018)

[T]he attorneys at Nichols Kaster, PLLP are qualified, experienced, and competent, as evidenced by their background in litigating class-action cases involving FCRA violations. . . . . As noted above, Plaintiffs’ attorneys are experienced and skilled consumer class action litigators who achieved a favorable result for the Settlement Classes. The Honorable Chief Judge Deborah Chasanow Singleton v. Domino’s Pizza, LLC, 976 F. Supp. 2d 665 (D. Md. 2013)

[T]his case’s early resolution can partly be attributed to counsel’s experience representing thousands of employees in wage and hour cases for thirty years, particularly within the oil and gas industry. The Honorable Judge Dale Drozd McCulloch v. Baker Hughes Inteq Drilling Fluids, Inc., No. 1:16-cv-00157 (E.D. Cal. Nov. 2, 2017)

Plaintiffs retained counsel with significant experience in prosecuting force-placed insurance cases, and other courts in this district have appointed them class counsel in force-placed insurance cases . . . Counsel have worked vigorously to identify and investigate the claims in this case, and, as this litigation has revealed, understand the applicable law and have represented their clients vigorously and effectively. The Honorable Magistrate Judge Laurel Beeler Ellsworth v. U.S. Bank, N.A., No. C 12-02506, 2014 WL 2734953 (N.D. Cal. June 13, 2014)

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Thank you for all of your good work here. I know that it was really an extraordinarily complex case, and so well done. The Honorable Judge Kathryn Vratil Harlow v. Sprint Nextel Corp., No. 08-2222 (D. Kan. Dec. 10, 2018)

[Nichols Kaster has] considerable experience in litigating wage and hour class and collective actions.

The award . . . follows efficient effort on the part of Class Counsel to achieve a sizeable recovery for the Class Members. The Honorable Magistrate Judge Katherine Menendez Allen v. All Temporaries, Inc., No. 16:cv-04409 (D. Minn. Feb. 14, 2018)

[T]he quality of representation, as evidenced by the substantial recovery and the qualifications of the attorneys, is high. As then District Judge Gerard E. Lynch recognized, Nichols Kaster is “a reputable plaintiff-side employment litigation boutique with a nationwide practice and special expertise prosecuting FLSA cases.” The Honorable Judge Sidney H. Stein Febus v. Guardian 1st Funding Grp., LLC, 870 F. Supp. 2d 337 (S.D.N.Y. 2012)

[T]his court finds that counsel possess more than sufficient experience to represent Plaintiffs fairly and adequately in reaching a fair and equitable settlement in this FLSA collective action . . . The parties are represented by competent and reputable counsel. The Honorable Judge Tony N. Leung Mayfield-Dillard v. Direct Home Health Care, No. 1:16-cv-3489 (D. Minn., Dec. 18, 2017)

I think it was just some very efficient and good work on the part of the plaintiffs’ attorney that brought you to the point [of settlement].” The Honorable Judge Josephine L. Staton

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Urakhchin v. Allianz Asset Mgm’t of Am., L.P., No. 8:15-cv-01614 (C.D. Cal. July 27, 2018)

Counsel’s experience in vigorously litigating class/collective wage and hour actions, plus their experience with this industry were essential in obtaining this favorable and efficient result. The Honorable Magistrate Judge Jonathon E. Hawley Woods v. Club Cabaret, Inc., 1:15-cv-01213, 2017 WL 4054523 (C.D. IL, May, 17, 2017)

The settlement was the result of arm’s-length negotiations between experienced counsel. Class Counsel is well known by this Court for their expertise in wage and hour litigation. The Honorable Judge Michael J. Davis Burch v. Qwest Commc’ns Intl., No. 06-03523 (D. Minn. Sept. 14, 2012)

I want to say that both sides here have performed at an admirable level. And I wish that the lawyers of all cases would perform at your level. I say this to both of you, because you have you have been of assistance to the Court. The Honorable Judge William Alsup Hofstetter v. Chase Home Fin., LLC, No. 10-01313 (N.D. Cal. Nov. 7, 2011) (transcript)

The Court finds that counsel is competent and capable of exercising all responsibilities as Class Counsel for the Settlement Class. The Honorable Judge Richard H. Kyle Bible v. Gen. Revenue Corp., 12-CV-1236 (D. Minn. Jan. 7, 2014)

Over the past two years, Class Counsel has been active in all stages of litigation and has particularly benefitted Plaintiffs through capable handling of motion practice. For

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example, Plaintiffs obtained summary judgment on a key issue involving the Morillion doctrine and defeated summary judgment on Defendants’ de minimis defense. The Honorable Judge Virginia A. Phillips Cervantez v. Celestica Corp., No. 07-729, 2010 WL 11465133, *7 (C.D. Cal. Oct. 29, 2010)

[T]he combined experience of Plaintiffs’ counsel as well as the fact that employment law, particularly the representation of employees, forms a large part of both the firm and counsel’s practice persuades this Court that the law firm of Nichols Kaster, PLLP, and its attorneys Steven Andrew Smith and Anna P. Prakash will more than adequately protect the interests of the Class Members. The Honorable Magistrate Judge Tony N. Leung Fearn v. Blazin’ Beier Ranch, Inc., No. 11-743 (D. Minn. Jan. 30, 2012)

Plaintiffs have shown good cause under Rule 16(b) because Plaintiffs’ new counsel has shown the necessary diligence. Plaintiffs brought on Nichols Kaster, an experienced employment law firm of high repute as lead counsel in May 2012. Since that time, Plaintiffs have made a concerted effort to comply with this Court’s orders and deadlines. The Honorable Magistrate Judge Tony N. Leung Alvarez v. Diversified Main. Sys., Inc., No. 11-3106 (D. Minn. Aug. 21, 2012)

Plaintiff’s counsel are qualified, experienced attorneys that are fully capable of conducting this class action litigation . . . they are highly qualified, knowledgeable attorneys that are willing to invest the resources necessary to fully prosecute this case. The Honorable Judge Gary Larson Karl v. Uptown Drink, LLC, No. 27-CV-10-1926 (Minn. Dist. Ct. Nov. 17, 2010)

Plaintiffs’ Counsel are qualified attorneys with extensive experience in class action and wage and hour litigation and are hereby appointed as Class Counsel. The Honorable Judge Susan Richard Nelson of the U.S.D.C. D. Minn.: Alvarez v. Diversified Main. Sys., Inc., No. 11-3106 (D. Minn. Feb. 14, 2013) (appointing class counsel and preliminarily certifying the class for settlement purposes).

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However, the difficulty of the legal issues involved [and] the skill and experience of Plaintiffs’ counsel in FLSA cases . . . make an enhancement of the lodestar amount appropriate in this case. The Honorable Judge Thomas D. Schroeder Latham v. Branch Banking & Trust Co., No. 1:12-cv-00007, 2014 WL 464236 (M.D.N.C. Jan. 14, 2014)

The Court must consider the work counsel has done in identifying or investigating potential claims in the actions, counsels' experience in handling class actions and other complex litigation and claims of the type asserted in the present action, counsels' knowledge of the applicable law, and the resources counsel will commit to representing the class. Fed.R.Civ.P. 23(g)(1)(C). After reviewing the record, the Court is satisfied that the firms of Nichols Kaster, PLLP and Stueve Siegel Hanson LLP satisfy these criteria and will adequately represent the interests of the class as counsel. The Honorable Judge Kathryn Vratil Sibley v. Sprint Nextel Corp., 254 F.R.D. 662, 677 (D. Kan. 2008)

The Arbitrator also notes that the briefs submitted by Claimant’s counsel and the performance at the hearing by Claimant’s counsel were of a very high quality. Arbitrator Joel Grossman, Esq. Green v. CashCall, Inc., JAMS Arbitration No. 1200047225 (JAMS Aug. 22, 2014)

Plaintiffs’ counsel are adequate legal representatives for the class. They have done work identifying and investigating potential claims, have handled class actions in the past, know the applicable law, and have the resources necessary to represent the class. The class will be fairly and adequately represented. The Honorable Judge Susan M. Robiner Spar v. Cedar Towing & Auction, Inc., No. 27-CV-411-24993 (Minn. Dist. Ct. Oct. 16, 2012)

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[Defendant] doesn’t question whether Plaintiffs are represented by qualified and competent counsel, and it’s obvious that they are. Plaintiffs’ are represented by a national law firm, Nichols Kaster, that specializes in employment and class action law. The Honorable Judge Larry Alan Burns Norris-Wilson v. Delta-T Grp., Inc., 270 F.R.D. 596 (S.D. Cal. 2010)

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Notable Litigation Results

| Settlement Results In Bowers v. BB&T Corp., No. 1:15-cv-00732 (M.D.N.C. May 6, 2019), the court granted final approval of the parties’ $24 million settlement in a case where plaintiffs alleged the defendants breached their fiduciary duties in violation of ERISA.

In Moreno v. Deutsche Bank Americas Holding Corp., 1:15-cv-09936 (S.D.N.Y. March 1, 2019), the court granted final approval of the parties’ $21.9 million settlement in a case where plaintiffs alleged the defendants breached their fiduciary duties in violation of ERISA.

In Sibley v. Sprint Nextel Corp., No. 08-cv-2063 (D. Kan. Dec. 20, 2018), the court granted final approval of a commissions settlement for retail store sales employees totaling $30.5 million.

In Clark v. Oasis Outsourcing Holdings Inc., No. 9:18-cv-81101 (S.D. Fla. Dec. 20, 2018), the court granted final approval of the parties’ $5.9 million settlement in a case where plaintiffs alleged the defendants breached their fiduciary duties in violation of ERISA.

In Harlow v. Sprint Nextel Corp., No. 08-2222 (D. Kan. Dec. 10, 2018), the court granted final approval of a commissions settlement of $3,650,000 for business channel sales employees.

In Urakhchin v. Allianz Asset Mgmt. of Am., L.P., 8:15-cv-01614 (C.D. Cal. July 30, 2018), the court granted final approval of the parties’ $12 million settlement in a case where plaintiffs allege the defendants breached their fiduciary duties in violation of ERISA.

In Johnson v. Fujitsu Technology Business of America, Inc., No. 5:16-cv-03698 (N.D. Cal. May 11, 2018), the court granted final approval of the parties’ $14 million settlement, and approved a class of current and former participants in the Fujitsu Group Defined Contribution and 401(k) Plan

In Vongkhamchanh v. All Temporaries Midwest, Inc., 17:cv-00976 (D. Minn. Apr. 27, 2018), the court approved a settlement for health care workers who would receive over 84% of their unpaid overtime wages, explaining that the Firm’s “considerable experience litigating wage and hour class and collective actions, and informed opinions of the fairness of the settlement” provided support for approval of the hybrid state and federal action.

In Main v. American Airlines, Inc., 4:16-cv-00473 (N.D. Tex. Feb. 21, 2018), the court granted final approval of the parties’ $22 million settlement for a class of current and former participants in the American Airlines, Inc. 401(k) Plan.

In Allen v. All Temporaries, Inc., No. 16:cv-04409 (D. Minn. Feb. 14, 2018), the court granted final approval of a Rule 23 class action and FLSA collective action for settlement of home health workers’

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overtime claims. The court noted that “Class Members will recover over 99% of their unpaid overtime wages after the deduction for attorneys’ fees, costs, and a class-representative service payment.”

In Mayfield-Dillard v. Direct Home Health Care., No. 1:16-cv-3489 (D. Minn, Dec. 18, 2017) the court approved the parties’ joint motion for settlement approval finding that the settlement was a substantial benefit to the collective as the eligible individuals who accept the settlement will receive all their alleged overtime wage loss. The court found that “counsel possess more than sufficient experience to represent Plaintiffs fairly and adequately in reaching a fair and equitable settlement in this FLSA collective action” and that “[t]he parties are represented by competent and reputable counsel.”

In McCulloch v. Baker Hughes Inteq Drilling Fluids, Inc., No. 1:16-cv-00157 (E.D. CA, Nov. 22, 2017), the court approved the settlement finding that $3,000,000 was fair and reasonable and reflected a settlement payoff of 92%of the estimated potential value of the class members’ claims. The judge commended Nichols Kaster stating, “[T]his case’s early resolution can partly be attributed to counsel’s experience representing thousands of employees in wage and hour cases for thirty years, particularly within the oil and gas industry.”

In Andrus v. New York Life Ins. Co., 1:16-cv-05698 (S.D.N.Y. June 15, 2017), the court granted final approval of the parties’ $3,000,000 settlement in a case where plaintiffs alleged that the defendants breached their fiduciary duties in violation of ERISA.

In Henderson v. 1400 Northside Drive, Inc., No. 1:13-cv-03767 (N.D. Ga. Mar. 17, 2017), the Firm achieved a $1,360,000 settlement on the eve of trial on behalf of 37 male exotic dancers who were misclassified as independent contractors and required to pay to work through the imposition of mandatory house fees, fines, and tip-outs of other workers.

In Vaughan v. M-Enterm’t Props., LLC, No. 1:14-CV-914 (N.D. Ga. May 16, 2017), the court approved a $1,100,000 settlement a week before trial for 28 female exotic dancers who the Court previously found were misclassified as independent contractors and were required to pay to work through fines, fees, and tip-outs to other workers.

In Febus v. Guardian First Funding Group, LLC, 90 F. Supp. 3d 240 (S.D.N.Y. Mar. 4, 2015), plaintiffs brought a motion to enforce a wage and hour settlement from which one of the individual defendants defaulted. The court ordered the defendant pay the amount due, imposed an additional thirty percent penalty on the amount due, and awarded interest. The court noted that Nichols Kaster had been “attempting, in vain, to collect,” and emphasized that defendant “cannot avoid his contractual obligations because he has decided that the settlement terms no longer suit his interests.”

In Hart v. Rick’s Cabaret Int’l, Inc., No. 09 Civ. 3043, 2015 WL 5577713 (S.D.N.Y. Sept. 22, 2015). the court granted final approval of a class-wide $15,000,000 gross settlement, finding the settlement to be fair, reasonable, and adequate and further awarding plaintiffs’ counsel’s attorneys’ fees, expenses, and service awards to the named plaintiffs and discovery participants.

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In the consolidated lawsuits of Casey v. Citibank, N.A., No. 5:12-cv-0820 (N.D.N.Y. Aug. 21, 2014) and Coonan v. Citibank, N.A., No. 1:13-cv-00353, 2014 WL 4120599 (N.D.N.Y. Aug. 21, 2014), the court granted final approval of an approximately $110,000,000 settlement on behalf of settlement classes who were force-placed with flood or hazard insurance by Citibank, N.A. The settlement also provides substantial injunctive relief, forbidding Citibank and its affiliates from accepting commissions or any other form of compensation in connection with force-placed insurance for a period of six years, places limits on the amount of insurance coverage that Citibank may require borrowers to maintain, and requires Citibank to offer class members the opportunity to reduce their flood insurance coverage if Citibank had increased their coverage amount to an amount in excess of the amount required under federal law. The court found the settlement to be “fair, reasonable, and adequate, in the best interests of the Settlement Classes” and overruled nine objections.

In Bible v. General Revenue Corp., No. 12-cv-01236 RHK (D. Minn. June 27, 2014), the court granted final approval of a $1,250,000 settlement on behalf of approximately 134,000 class members, more than double the statutory cap for a Fair Debt Collection Practices Act class action.

In Farmer v. Bank of America, N.A., No. 5:11-cv-00935 (W.D. Tex. Oct. 18, 2013), the court granted final approval of the parties’ multi-million-dollar settlement with significant prospective injunctive relief, finally certifying a class of 25,000 Texas mortgagors who had been sent letters requesting proof of hazard insurance in violation of the language of their deeds of trust, and appointing Nichols Kaster as class counsel.

In Singleton v. Domino’s Pizza, LLC, No. 8:11-cv-01823 (D. Md. Oct. 2, 2013), the court approved the parties’ $2,500,000 million settlement for a class of over 50,000 under the Fair Credit Reporting Act in a case where plaintiffs alleged that the defendant employer had improperly procured consumer reports on employees and applicants and had failed to comply with the pre-adverse action notice requirements of the Act.

In Ulbrich v. GMAC Mortgage, No. 11-CIV-62424, 2013 WL 8692404 (S.D. Fla. May 10, 2013), the court granted final settlement approval and appointed Nichols Kaster as class counsel for a 2,000+ nationwide class. The case involved claims against GMAC Mortgage, LLC and Balboa Insurance Services, Inc. relating to force-placed wind insurance.

In Eldredge v. City of Saint Paul, No. 09-2018 (D. Minn. Aug. 29, 2011), plaintiff Eldredge reached a settlement of his case that was the second largest paid by the City of Saint Paul in an employment lawsuit.

In Hofstetter v. JPMorgan Chase Bank, N.A., No. C- 10-01313, 2011 WL 1225900 (N.D. Cal. Mar. 31, 2011), Nichols Kaster was appointed class counsel for four classes encompassing approximately 40,000 mortgagors against Chase Bank. In the same case, Nichols Kaster secured an approximately $10,000,000 settlement for the classes. Hofstetter, 2011 WL 5545912 (N.D. Cal. Nov. 14, 2011).

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| Appellate Achievements In Wingate v. Metropolitan Airport Commission A19-0226 (August 19, 2019), Wingate appealed the district court’s summary judgment finding in favor of Metropolitan Airport Commission (MAC) dismissing the whistleblower claim. The court of appeals reversed the district court’s decision ruling the evidence presented by Wingate including his positive performance reviews, his supervisor’s remarks, MAC’s promotion patterns, and a sergeant’s similar report of retaliatory conduct support an inference that Wingate’s engagement in protective activity was the true reason that MAC did not promote him to sergeant, thus raising a material fact dispute on the issue of pretext.

In Moore v. City of New Brighton, A18-2111, (July 29, 2019), the parties filed cross appeals where Moore appealed the district court’s summary judgment decision and the city appealed the district court and the Court of Appeals subject-matter jurisdiction over the case. In a published decision, the Minnesota Court of Appeals reversed the district court’s summary judgment decision, finding that the evidence showing the city maintained the administrative, home-bound leave for a period so long and so inconsistent with its purported reason for commencing the leave creates a material fact dispute as to whether the city’s actions “penalized” the sergeant under the Minnesota Whistleblower Act and whether the city’s reason is pretextual. Further, both the district court and the court of appeals rejected the city’s jurisdictional argument and held that both courts have subject-matter jurisdiction over Moore’s claim under the Minnesota Whistleblower Act.

Frost v. BNSF Railway, Co., 914 F.3d 1189 (9th Cir. 2019), was tried to a jury in Montana in December 2016. Mr. Frost alleged that he was retaliated against when BNSF terminated his employment after he reported suffering from PTSD. Mr. Frost was diagnosed with PTSD after he was nearly struck by an oncoming train while repairing a section of the track after his supervisor released track authority but failed to inform him and his fellow crew members. Pursuant to the Defendant’s request, the jury was provided an honest belief instruction and a defense verdict resulted. Mr. Frost appealed, arguing that the instruction was error because it conflicted with the clear language of the Federal Railway Safety Act (“FRSA”) and granted the jury a short-cut to rule for BNSF while ignoring evidence of retaliation. The Ninth Circuit agreed. In a unanimous decision, the Ninth Circuit definitively held there was no requirement that FRSA plaintiffs separately prove discriminatory intent under the FRSA’s contributing factor standard, and thus the instruction was error. The Ninth Circuit reversed the trial verdict and remanded for a new trial.

In Brotherston v. Putnam Investments, LLC, 907 F.3d 17 (1st Cir. 2018), the First Circuit reversed the district court’s grant of defendants’ directed verdict motion, holding that plaintiffs had met their burden of proving loss causation, and that plaintiffs’ damages model constituted a viable measurement of the losses suffered by Putnam’s employees as a result of defendants’ fiduciary breaches. The First Circuit remanded the case to the district court for continued trial proceedings.

In McKeen-Chaplin v. Provident Savings Bank, FSB, 862 F.3d 847 (9th Cir. 2017), the Ninth Circuit reversed the district court’s grant of summary judgment to the defendant, finding that the defendant’s

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mortgage underwriters did not fit within the administrative exemption to the Fair Labor Standards Act and remanding for judgment in the plaintiffs’ favor on the issue.

In Clark v. Centene Co. of Texas, L.P., 656 F. App’x 688 (5th Cir. 2016) (per curiam), the U.S. Court of Appeals for the Fifth Circuit affirmed a lower court decision that appeals nurses do not fall within the administrative or professional exemptions of the FLSA overtime requirements.

In Carter v. HealthPort Technologies, LLC, 822 F.3d 47 (2d Cir. 2016), the U.S. Court of Appeals for the Second Circuit vacated and remanded the district court’s dismissal of plaintiff’s complaint, finding that plaintiff’s had Article III standing to bring this action regarding the excessive fees for providing copies of plaintiffs’ medical records charged by defendants, and stating that “because the complaint alleged that each name plaintiff “through [her or his] counsel” had “paid” the charges demanded for the records, and that the “ultimate expense” was borne by the plaintiffs, the complaint plausibly alleged that plaintiffs, as principals acting through their agents, had been injured by the alleged overcharges.”

In Monroe v. FTS USA, LLC, 815 F.3d 1000 (6th Cir. 2016), the U.S. Court of Appeals for the Sixth Circuit upheld the lower court’s denial of defendant’s motion to decertify the collective and affirmed the trial verdict in favor of plaintiffs. The Sixth Circuit ruled that Plaintiff’s presentation of representative testimony was appropriate at trial for proving liability for the collective and estimated average approach to calculating damages.

In Bible v. United Student Aid Funds, Inc., 799 F.3d 633 (7th Cir. 2015), reh’g. en banc denied, 807 F.3d 839 (7th Cir. 2015), cert. denied, 136 S. Ct. 1607 (2016), the U.S. Court of Appeals for the Seventh Circuit reversed the district court’s dismissal of plaintiff’s complaint against a student loan guarantor for wrongfully charging collection fees on a defaulted student loan, finding that plaintiff’s claims for breach of contract and for violations of the RICO Act were not preempted by the Higher Education Act, and stating that “a guaranty agency may not impose collection costs on a borrower who is in default for the first time but who has timely entered into and complied with an alternative repayment agreement.”

In Perez v. Mortgage Bankers Assoc., 135 S. Ct. 1199 (2015), the United States Supreme Court ruled unanimously in favor of a group of employees represented by Nichols Kaster. The Court upheld a Department of Labor interpretation granting minimum wage and overtime compensation for mortgage loan officers.

In Karl v. Uptown Drink, LLC, 835 N.W.2d 14 (Minn. Aug. 14, 2013), the Minnesota Supreme Court ruled that under Minnesota law, employers cannot require employees to reimburse them from their tips for items such as cash register shortages, unsigned credit card receipts, and customer walk outs. The Court also found that employees do not have to show that because of the deductions their wages fell below the minimum wage in order to prove a violation of Minn. Stat. § 181.79. In this case, the plaintiffs were over 750 employees who worked at three different bars/night clubs in Minneapolis. At a jury trial in 2011, the plaintiffs prevailed on their record-keeping and certain minimum wage claims, but lost on the unlawful deductions claims. Nichols Kaster appealed the deductions issue, and took it all

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the way to the Minnesota Supreme Court, where the Court agreed with plaintiffs and instructed the lower court to enter judgment on the plaintiffs’ behalf on this claim.

In Boaz v. Federal Express Customer Info. Services, Inc., 725 F.3d 603 (6th Cir. 2013), the U.S. Court of Appeals for the Sixth Circuit ruled that plaintiff, a FedEx project manager who had claimed that FedEx had failed to pay her overtime wages, in violation of the Fair Labor Standards Act, and paid her less than male coworkers performing the same job, in violation of the Equal Pay Act, could pursue her overtime and gender discrimination claims. The federal laws at issue provide employees three years to file a lawsuit and FedEx had plaintiff sign an application which stated that lawsuits had to be brought within 6 months or claims were lost. The lower court had dismissed plaintiff’s claims, citing the application. The Sixth Circuit unanimously sided with plaintiff, reversed the dismissal and remanded the case for trial.

In Calderon v. GEICO General Insurance Co., 809 F.3d 111 (4th Cir. 2015), the U.S. Court of Appeals for the Fourth Circuit affirmed a district court’s grant of affirmative summary judgment in favor of approximately one hundred current and former Security Investigators, finding that they were not covered by the administrative exemption. Specifically, the Appellate Court found that plaintiffs’ primary job duty was not the performance of work directly related to general business operations.

In Lass v. Bank of America, N.A., 695 F.3d 129 (1st Cir. 2012), the U.S. Court of Appeals for the First Circuit struck down the district court’s ruling that had dismissed plaintiff’s claims. The court found that plaintiff’s allegations regarding excessive flood insurance and improper kickbacks had been properly alleged and that the case should proceed.

In Kasten v. Saint-Gobain Performance Plastics Corp., 131 S. Ct. 1325 (2011), the U.S. Supreme Court found in favor of the plaintiff and held that “an oral complaint of a violation of the Fair Labor Standards Act is protected conduct under the [Act’s] anti-retaliation provision.” This was a huge win for employees all over the country, as the Supreme Court’s decision set a new FLSA anti-retaliation standard.

| Trial Verdicts and Arbitration Awards In Cummings v. Chevron Corp., JAMS Case No. 1100086694 (June 8, 2018), an arbitrator issued a final award in the amount of $511,533.95 in favor of Donnie Cummings, a Well Site Supervisor who worked for Chevron. The arbitrator ruled that Chevron misclassified Cummings as an independent contractor and also misclassified him as exempt from the overtime provisions of state and federal law. The arbitrator awarded Cummings $284,270.15 in unpaid overtime, liquidated damages, and meal and rest period premiums, and awarded attorneys’ fees and costs in the amount of $227,263.80.

In Kaiser v. Gortmaker et al., No. 15-cv-01030, (District of South Dakota, Dec. 21, 2017) following a five-day trial in Aberdeen, South Dakota, a six-person jury returned a $1.2 million verdict in favor of former South Dakota Division of Criminal Investigation agent, Laura Zylstra-Kaiser. At the conclusion of trial, the jury found in favor of Kaiser on both her retaliation and gender discrimination claims. The

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jury awarded Kaiser $311,812.00 in lost wages, $498,929.00 in lost retirement benefits, and $400,000.00 in emotional distress damages.

In Clark v. Centene Company of Texas, LP, 104 F. Supp. 3d 813 (W.D. Tex. 2015), upon the conclusion of a bench trial, the court awarded damages to a collective action of utilization review nurses. The court found that plaintiffs submitted sufficient evidence to create a just and reasonable inference as to overtime hours worked by the collective and awarded liquidated damages. This victory followed the court’s order on the parties’ cross-motions for summary judgment and defendant’s motion for decertification last year, holding that the defendant misclassified its utilization nurses. 44 F. Supp. 3d 674 (W.D. Tex. 2014). The court ruled that plaintiffs are not exempt from the Fair Labor Standards Act’s overtime laws and are thus eligible for overtime pay. The court further held that defendant’s claim that each plaintiff’s claim would need to be analyzed individually to determine liability and damages was without merit.

In Rhodes v. CashCall, JAMS Ref. No. 1200047475, Garcia v. CashCall, JAMS Ref. No. 1200047422, Good v. CashCall, JAMS Ref. No. 1200047220, and Green v. CashCall, Inc., JAMS Ref. No. 1200047225 (2014), a JAMS arbitrator ruled that CashCall misclassified Rhodes and Green, loan processers, and Garcia and Good, underwriters, as exempt from the overtime requirements of California and federal law. The arbitrator awarded Rhodes $15,000 in unpaid overtime plus an additional $15,000 in liquidated damages, along with $88,179 in attorneys’ fees and costs, Green was awarded $15,067.72 in damages, as well as $54,165.50 in attorneys’ fees and costs. The arbitrator also awarded Garcia $10,000 in unpaid overtime plus an additional $10,000 in liquidated damages, along with $98,709 in attorneys’ fees and costs, and Good was awarded $43,631 in unpaid overtime, as well as $50,627.49 in attorneys’ fees and costs.

In Walsten v. Shank Power Products Co., Inc., No. 19HA-CV-12-1094 (Minn. Dist. Ct., Sept. 9, 2013), a minority shareholder case, an advisory jury returned a $700,000 verdict for the plaintiff, finding for him on his claims for breach of fiduciary duty and violation of his reasonable expectation of continuing employment. The trial judge subsequently issued an order sustaining the $700,000 advisory verdict and awarding $200,000 in attorneys’ fees.

In Monroe v. FTS USA, LLC, No. 2:08-cv-21 (W.D. Tenn. Oct. 2011), the jury found that defendants willfully violated the Fair Labor Standards Act by failing to pay nearly 300 cable installers for all overtime hours worked. The district court entered judgment with damages for the plaintiffs.

| Summary Adjudication In Deluca v. Farmers Ins. Exchange, 386 F.Supp.3d 1235 (N.D. Cal. 2019), the court granted in part Plaintiffs’ affirmative summary judgment motion and denied Defendant’s summary judgment motion. The court found that Farmers could not satisfy either duties prong of the administrative exemption. As a result, the court determined that plaintiffs and class members were misclassified as exempt under state and federal law and are entitled to overtime premiums.

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In Rego v. Liberty Mutual Managed Care, LLC, 367 F. Supp. 3d 849 (E.D. Wis. 2019), the court found as a matter of law that a defendant insurance company misclassified its utilization management nurses as exempt from overtime protections under the administrative and the professional exemptions. The plaintiffs primary job duty consisted of reviewing medical authorization requests against well- established guidelines to determine whether the criteria for medical necessity are satisfied. The court held in part that this work involved the performance of routine mental work, likened to inspection-type duties as opposed to bedside nursing.

In Henderson v. 1400 Northside Drive, Inc., No. 1:13-cv-3767, 2016 WL 3125012 (N.D. Ga. June 3, 2016), the district court granted in part Plaintiffs’ affirmative motion for summary judgment on the issues of: (1) whether the owner qualified as a joint employer, (2) the viability of the defendants’ counterclaims, and (3) whether minimum wage damages includes recovery for fines, fees, and tipouts paid by the employee to the employer. In an earlier order, the court also the court granted plaintiffs’ motion for partial summary judgment on the issues of: (1) the creative professional exemption, finding that defendants misclassified adult entertainers as exempt from the overtime and minimum wage requirements of the FLSA; and (2) offset, finding that defendants could not offset their minimum wage obligations with tips paid by customers to adult entertainers. 110 F. Supp. 3d 1318 (N.D. Ga. 2015).

In Vaughan v. M-Enterm’t Props., LLC, No. 1:14-CV-914, 2016 WL 7365201 (N.D. Ga. Mar. 15, 2016), the district court granted in part exotic dancer plaintiffs’ affirmative motion for summary judgment on the issues of (1) whether entertainers qualify as employees under the FLSA, (2) whether related entity defendants qualified as joint employers, (3) the viability of the defendants’ offset defense, and (4) the viability of the defendants’ counterclaims.

In Heaton v. Social Finance, Inc., No. 3:14-cv-05191-the, 2015 WL 6003119 (N.D. Cal. Oct. 15, 2015), the court denied defendants’ motion for summary judgment, finding that there were triable issues of fact as to whether defendants had violated the statutes at issue, whether the alleged violations were willful, and finding that defendants had failed to meet their burden as to plaintiffs’ claims under the California Unfair Competition Law.

In Hart v. Rick’s Cabaret Int’l, Inc., the court denied decertification of the FLSA Collective and Rule 23 Class of approximately 2,300 adult entertainers at Rick’s Cabaret in New York and granted, in part, plaintiffs’ affirmative motion for partial summary judgment on damages, finding that no reasonable jury could conclude the Class was owed less than $10.8 million. No. 09-Civ-3043, 2014 WL 6238175 (S.D.N.Y. Nov. 14, 2014). This significant ruling came approximately one year after the court ruled that the Class and Collective Members are employees as a matter of law under the FLSA and New York Labor Law and that Rick’s Cabaret violated both laws by failing to pay wages. The court further held that the money entertainers received from Rick’s Cabaret’s customers were tips and not service charges that could offset wage obligations and that Rick’s Cabaret violated New York Labor Law by charging Class and Collective Members fines and fees as a condition of employment. 967 F. Supp. 2d 901 (S.D.N.Y. Sept. 10, 2013).

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In Wolfram v. PHH Corp., No. 1:12-cv-599, 2014 WL 2737990 (S.D. Ohio June 17, 2014), the court granted plaintiffs’ motion for partial summary judgment, finding that the assigned real estate offices from where plaintiffs, who are current or former loan officers employed by defendant, worked where all serving as the “employer’s place of business” under the outside sales exemption of the Fair Labor Standards Act. This established that an employee may work from multiple sites, not technically owned or operated by the employer, and each of those sites can be considered the “employer’s place of business” under the regulations, therefore any work performed at these sites is not “outside” work under the outside sales exemption.

In MacIntyre v. Lender Processing Services, Inc., No. 3:13-cv-89-J-25JBT (M.D. Fla. Apr. 29, 2014), the court granted affirmative summary judgment to plaintiff (a Minnesota resident) on a breach of contract claim for an unpaid bonus and used its discretion to enforce Minnesota state law for defendant’s (a Florida company) failure to promptly pay wages. The court simultaneously denied defendant’s motion to dismiss plaintiff’s gender discrimination claims ruling, in part, that defendant’s actions toward plaintiff constituted direct evidence of gender discrimination.

In Huff v. Pinstripes, Inc., 972 F. Supp. 2d 1065 (D. Minn. 2013), the court ruled in plaintiffs’ favor on cross-motions for summary judgment, finding that Pinstripes had violated the Minnesota Fair Labor Standards Act’s provisions on tip-pooling by requiring its servers to share their tips with “server assistants,” who act as servers’ support staff at the restaurant.

In Ernst v. DISH Network, LLC, No. 12-8794-LGS (S.D.N.Y. Sept. 22, 2014), the court ruled on plaintiff’s and two of the defendants’ cross-motions for partial summary judgment, granting plaintiff’s motion and denying defendants’ motion. The court ruled that the summary report received by two of the defendants was a “consumer report” for purposes of the Fair Credit Reporting Act because it “communicated information bearing on Plaintiff’s character, general reputation, or mode of living, and the information was collected and expected to be used for ‘employment purposes.’”

In Kirsch v. St. Paul Motorsports, Inc., No. 11-cv-02624, 2013 WL 1900620 (D. Minn. May 7, 2013), the court denied defendants’ motion for summary judgment in its entirety, finding that plaintiff had put forth sufficient evidence for a prima facie claim of age discrimination.

In Bollinger v. Residential Capital, 863 F. Supp. 2d 1041 (W.D. Wash. 2012), the court granted plaintiffs’ motion for partial summary judgment, finding that defendants misclassified the underwriter plaintiffs under the administrative exemption, and rejected defendants’ argument that there was no evidence of willful violation of the FLSA, stating that “a jury could conclude that Defendants knowingly and recklessly” misclassified plaintiffs.

In Clincy v. Galardi South Enterprises, Inc., 808 F. Supp. 2d 1326 (N.D. Ga. 2011), the court granted plaintiffs’ motion for partial summary judgment on the issue of misclassification, finding that defendants misclassified adult entertainers as independent contractors and that the entertainers were in fact employees covered by the FLSA.

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| Class and Collective Certification In MacDonald, et al. v. CashCall, Inc., et al., No. 2:16-cv-02781-MCA-ESK, Dkt 102 (D. N.J. Oct. 31, 2019) the court granted Plaintiffs’ motion for class certification and appointed Nichols Kaster, PLLP class counsel in case involving more than 11,000 borrowers where Defendants are alleged to have violated usury law, the New Jersey Consumer Fraud Act, and RICO.

In Brotherston v. Putnam Investments, LLC, No. 1:15-cv-13825 (D. Mass. Dec. 13, 2016), the court certified a class of current and former participants in the Putnam Retirement Plan and appointed Nichols Kaster as class counsel. Plaintiffs alleged that Defendants mismanaged the plan and engaged in prohibited transactions in breach of their fiduciary duties under ERISA.

In Harris v. Union Pac. R.R. Co., 329 F.R.D. 616, 620 (D. Neb. 2019), Nichols Kaster won class certification and was appointed class counsel for a class of over 7,000 railroad employees who plaintiffs alleged had been removed from their jobs in violation of the Americans with Disabilities Act

In Ayala v. GEICO, No. 7:18-cv-03583 (Dec. 5, 2018), the district court certified a collective class under the FLSA for Auto Adjuster Trainees who alleged they were not paid for all their overtime worked during training.

In Bell v. Michigan Civil Service Commission and Jan Winters, State Personnel Director, No. 17- 003861-CV (Mich. Cir. Ct., Nov. 17, 2018), Nichols Kaster won class certification and was appointed class counsel for a class of over 600 African-American applicants who plaintiffs alleged had been discriminated against by defendants through the use of their entry-level law enforcement examination.

In Dunham-Sunde v. The Copper Hen Cakery, No. 27-CV-17-17288 (Minn. Dist. Ct., Aug. 28, 2018), the court certified a class of over one hundred restaurant servers to pursue claims against a local restaurant for its unlawful tip-sharing practices in violation of the Minnesota Fair Labor Standards Act.

In Deluca v. Farmers Ins. Exch., No. 17-cv-00034, 2018 WL 1981393 (N.D. Cal. Feb. 27, 2018), the court granted class certification of California state law overtime claims and related claims for a group of special investigators who allege that Farmers misclassified them as exempt from overtime. The court previously granted conditional certification of the plaintiffs’ FLSA overtime claims.

In Wildman v. American Century Serv., LLC, 2017 WL 6045487 (W.D. Mo. Dec. 6, 2017), the court certified a class of current and former participants in the American Century Retirement Plan and appointed Nichols Kaster as class counsel. Plaintiffs alleged that defendants breached their fiduciary duties and engaged in prohibited transactions.

In Ganci v. MBF Inspection Svcs., Inc., 323 F.R.D. 249 (S.D. Ohio 2017), the court granted class certification of a class of pipeline inspectors who worked for MBF and were paid based on a day rate, who sought unpaid overtime under Ohio state law. The court had previously granted conditional collective certification of the plaintiffs’ FLSA overtime claims. 2016 WL 5104891 (S.D. Ohio Sept. 20, 2016).

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In Moreno v. Deutsche Bank Americas Holding Corp., 1:15-cv-09936, 2017 WL 3868803 (S.D.N.Y. Sept. 5, 2017), the court certified a class of current and former participants in the Deutsche Bank Matched Savings Plan and appointed Nichols Kaster as class counsel. Plaintiffs alleged that Defendants mismanaged the plan in breach of their fiduciary duties under ERISA.

In Sims v. BB&T Corp., No. 1:15-cv-732, 2017 WL 3730552(M.D.N.C. Aug. 28, 2017), the district court certified a class of current and former participants in the BB&T Corporation 401(k) Savings Plan and appointed Nichols Kaster as co-class counsel. Plaintiffs alleged that Defendants breached their fiduciary duties to the Plan.

In Urakhchin v. Allianz Asset Mgmt. of Am., L.P., 8:15-cv-01614, 2017 WL 2655678 (C.D. Cal. June 15, 2017), the district court certified a class of current and former participants in the Allianz Asset Management of America L.P. 401(k) Savings and Retirement Plan and appointed Nichols Kaster as class counsel. Plaintiffs alleged that defendants improperly managed plan assets and breached their fiduciary duties.

In Mayfield-Dillard v. Direct Home Health Care, Inc., No. 0:16-cv-3489, 2017 WL 945087 (D. Minn. Mar. 10, 2017), the district court granted Plaintiffs’ motion for conditional certification, certifying a group of home health care workers who challenged Defendant’s practice of paying straight-time only, for overtime hours worked.

In McQueen v. Chevron, No. C 16-02089, 2017 WL 8948943 (N.D. Cal. Feb. 21, 2017), the Court granted conditional certification of an FLSA collective for well site managers and drill site managers who performed services for Chevron throughout the country, rejecting Chevron’s arguments that the various intermediary staffing companies and differing contractual terms put the workers on different footing.

In Tamez v. BHP Billiton Petroleum (Americas), Inc., No. 5:15-cv-330, 2015 WL 7075971 (W.D. Tex. Oct. 5, 2015), the court granted plaintiffs’ motion for conditional certification, conditionally certifying a class of employees alleging violations of the overtime wage provisions of the Fair Labor Standards Act by a multinational corporation that produces major commodities including oil and gas.

In Miller v. Fleetcor Technologies Operating Co., LLC, 118 F. Supp. 3d 1351 (N.D. Ga. 2015), the court denied defendant’s motion for decertification, agreeing with plaintiffs that each individual claim and the case as a whole should be kept together, allowing plaintiffs to move forward as a collective group.

In Pearsall-Dineen v. Freedom Mortgage Corp., No. 13-cv-06836-JEI-JS, 2014 WL 2873878 (D. N.J. June 25, 2014), the court conditionally certified the Fair Labor Standards Act overtime case as a collective action. The judge’s order authorized notice of the lawsuit to be disseminated to all mortgage underwriters who worked for Freedom Mortgage in the last three years, providing them the opportunity to join the lawsuit and to assert their overtime claims against the defendant for failing to pay them overtime hours.

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In Ellsworth v. U.S. Bank, N.A., No. C 12-2506-LB, 2014 WL 2734953 (N.D. Cal. June 13, 2014), the court issued a broad class certification ruling on behalf of plaintiff-borrowers who were force-placed with flood insurance. In its order, the court certified multi-state classes of borrowers spanning forty different states to pursue claims against U.S. Bank for breach of their mortgage agreements stemming from U.S. Bank’s force-placed insurance practices. In addition, the court separately certified classes of borrowers in California and New Mexico to pursue claims against U.S. Bank and its force-placed insurance vendor, ASIC, for unjust enrichment, unfair business practices, and/or breach of the covenant of good faith and fair dealing.

In Arnett v. Bank of America, N.A., No. 3:11-cv-01372-SI (D. Or. Apr. 17, 2014), the court preliminarily approved a $31 million settlement for approximately 625,000 class members, the largest common fund settlement ever negotiated in a case involving force-placed flood insurance.

In Ernst v. DISH Network, LLC, No. 12-8794-LGS (S.D.N.Y. July 23, 2013), the court appointed Nichols Kaster as interim class counsel for the putative class with claims against Defendant Sterling Infosystems, Inc., finding that Nichols Kaster had “demonstrated it is able fairly and adequately to represent the interests of the putative class.

In Gustafson v. BAC Home Loan Services, LP, No. 8:11-cv-00915 (C.D. Cal. Feb. 27, 2013), Judge Josephine Staton Tucker appointed Nichols Kaster as co-lead interim class counsel for multiple putative classes in a force-placed insurance case against Bank of America and other defendants.

In Spar v. Cedar Towing & Auction, Inc., Case No. 27-CV-11-24993 (Minn. Dist. Ct., Oct. 16, 2012), Nichols Kaster won class certification and was appointed class counsel for a class of approximately six thousand Minneapolis consumers who plaintiffs alleged had been charged illegal towing fees by defendant.

| Denial of Motions to Dismiss In Belt v. P.F. Chang’s, No. 18-cv-03831 (E.D. Pa. Aug. 15, 2019), the court denied defendant’s motion for judgment on the pleadings, holding that the DOL’s new interpretation of the FLSA was unreasonable and not subject to deference, confirming that Plaintiffs had stated a claim for minimum wage violations due to P.F. Chang’s failing to pay its servers the full minimum wage when they performed related yet untipped labor, such as side work, for more than 20% of their time in a workweek.

In Nelsen v. Principal Global Investors Trust Co., No. 4:18-cv-00115 (S.D. Iowa, Jan. 24, 2019), the court denied defendants’ motion to dismiss in substantial part, holding plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of Principal’s collective investment trusts.

In In re M&T Bank Corp. ERISA Litig., No. 16-cv-375, 2018 WL 4334807 (W.D.N.Y. Sept. 11, 2018), the court denied defendants’ motion to dismiss in substantial part, holding plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of the M&T Bank Corporation Retirement Savings Plan.

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In Velazquez v. Massachusetts Fin. Servs. Co., 320 F. Supp. 3d 252 (D. Mass. 2018), the court denied defendants’ motion to dismiss in substantial part and held that plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of the Massachusetts Financial Services Company MFSavings Retirement Plan and the Massachusetts Financial Services Company Defined Contribution Plan.

In Beach v. JP Morgan Chase Bank, No. 1:17-cv-00563 (S.D.N.Y. Mar. 28, 2018), the court denied defendants’ motion to dismiss in substantial part and held that plaintiffs adequately alleged breaches of fiduciary duty under ERISA.

In Wildman v. American Century Serv., LLC, 237 F. Supp. 3d 902 (W.D. Mo. 2017), the court denied defendants’ motion to dismiss, finding that plaintiffs adequately alleged breaches of fiduciary duty and prohibited transactions by defendants in connection with the American Century Retirement Plan.

In Johnson v. Fujitsu Technology Business of America, Inc., 250 F. Supp. 3d 460 (N.D. Cal. April 11, 2017), the court denied defendants’ motions to dismiss, and held that plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of the Fujitsu Group Defined Contribution and 401(k) Plan.

In Moreno v. Deutsche Bank Americas Holding Corp., 1:15-cv-09936, 2016 WL 5957307 (S.D.N.Y. Oct. 13, 2016), the court denied defendants’ motion to dismiss in substantial part and held that plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of the Deutsche Bank Matched Savings Plan.

In Urakhchin v. Allianz Asset Mgmt. of Am., L.P., 8:15-cv-01614, 2016 WL 4507119 (C.D. Cal. Aug. 5, 2016), the court denied defendants’ motion to dismiss in substantial part and held that plaintiffs adequately alleged breaches of fiduciary duty under ERISA relating to the management of the Allianz Asset Management of America L.P. 401(k) Savings and Retirement Plan.

In Bowers v. BB&T Corporation, No. 1:15-cv-732-CCE-JEP (M.D.N.C. Apr. 18, 2016), the court denied defendant’s motion to dismiss, finding that plaintiff’s allegations regarding Employment Retirement Income Security Act (“ERISA”) violations related to defendant’s management of plaintiffs’ 401(k) Savings Plans are sufficient for litigation to move forward.

In Brotherston v. Putnam Investments, LLC, No. 1:15-cv-13825, 2016 WL 1397427 (D. Mass. Apr. 7, 2016), the court denied defendant’s motion to dismiss, finding that plaintiff’s allegations regarding Employment Retirement Income Security Act (“ERISA”) violations related to defendant’s management of plaintiffs’ 401(k) Savings Plans are sufficient for litigation to move forward.

In Johnson v. Casey’s Gen. Stores, Inc., 116 F. Supp. 3d 944 (W.D. Mo. 2015), the court denied defendant’s motion to dismiss, finding that plaintiff’s allegations regarding Fair Credit Reporting Act violations and the willfulness of defendant’s conduct sufficient for litigation to move forward.

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In Lengel v. HomeAdvisor, Inc., 102 F. Supp. 3d 1202 (D. Kan. 2015), the court denied defendant’s motion to dismiss, finding that plaintiff’s allegations regarding Fair Credit Report Act violations and the willfulness of defendant’s conduct sufficient for litigation to move forward.

In Holmes v. Bank of America, N.A., No. 3:12-cv-00487, 2013 WL 2317722 (W.D.N.C. May 28, 2013), the court denied four motions to dismiss plaintiffs’ claims regarding force-placed insurance and allowing the case to proceed.

In Walls v. JPMorgan Chase Bank, N.A., No. 3:11-cv-00673, 2012 WL 3096660 (W.D. Ky. July 30, 2012), a case regarding force-placed flood insurance, the court denied defendant’s motion to dismiss, stating that the plaintiff’s mortgage agreement did not explicitly provide that the lender’s flood insurance requirement could change at will and that Kentucky contracts contain provisions which can impose limits on discretion afforded by a contract, thus rejecting defendant’s interpretation of plaintiff’s mortgage agreement for purposes of the motion.

| Defeat of Motions to Compel Arbitration In Doll House, Inc. v. Tapia, Nos. 5D16-4235, 5D16-4455 (Fla. DCA Nov. 21, 2017), the Florida District Court of Appeal for the Fifth District affirmed per curium a trial court ruling denying defendant’s motion to compel arbitration. The court of appeals found that the parties never formed a binding agreement, and alternatively that the agreement at issue was unconscionable and therefore unenforceable.

In Payne v. WBY, Inc., 141 F. Supp. 3d 1344 (N.D. Ga. 2015) the court denied defendant’s motion to compel arbitration of opt-in plaintiffs in an FLSA conditionally certified collective action. The court held that the defendant’s alleged posting of an arbitration agreement on a bulletin board in the breakroom without additional notice to workers of its existence, its terms, or its binding nature was insufficient to establish an offer or acceptance of its terms.

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Nichols Kaster Attorneys

| Partner Biographies Don H. Nichols has over 35 years of experience in the practice of law, has tried over 100 cases to verdict and has obtained over $50 million dollars for his class and collective clients. Don is highly respected by the legal community, as seen by his fellowship in The College of Labor and Employment Lawyers. Don was recently selected by his peers for inclusion in The Best Lawyers in America® 2015 and 2016 for his work in Litigation-Labor & Employment. Education: B.A. Augsburg College 1968, J.D. University of Minnesota Law School 1971.

James H. Kaster is a Civil Trial Law Specialist who has tried well over 100 cases to verdict or decision. He has also handled many significant cases on appeal, including a successful case in front of the United States Supreme Court (Kasten v. Saint-Gobain Performance Plastics Corp.). He was ranked by Chambers USA as number one among plaintiffs’ employment lawyers in Minnesota, was named Lawyer of the Year by Best Lawyers in 2012, and 2016, and has been listed by Super Lawyers of Minnesota as one of the top 10 lawyers in the State. Jim’s success in the courtroom includes earning many million dollar and multi-million dollar recoveries for plaintiffs. Jim is also a frequent lecturer before local, state, and national organizations on damage recovery and trial skills. He was selected as a Fellow of the American College of Trial Lawyers, a premier professional trial organization in America whose membership is limited to 1% of the trial lawyers in any state or province. He was also selected to be a

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member of the College of Labor and Employment Lawyers. Education: B.A. Marquette University 1976, J.D. Marquette University 1979.

Paul J. Lukas is one of the co-leaders of the firm’s ERISA Class Action Team. Mr. Lukas also has extensive experience litigating class and collective actions and has tried over 50 cases over the course of his career. Mr. Lukas has been recognized by his peers as one of ”The Best Lawyers in America“ and is frequently named to the Minnesota Super Lawyers list. He also has had many publications and speaking engagements about issues and strategies for plaintiff class action lawyers and the plaintiffs’ bar. Education: B.A. St. John’s University 1988, J.D. William Mitchell College of Law 1991.

Steven Andrew Smith has been named “Attorney of the Year” twice by Minnesota Lawyer for his work protecting employees’ rights, named one of “The Best Lawyers in America” for the last seven years, named to the Minnesota Super Lawyers “Top 100” list four times, and named to the Minnesota Super Lawyers list for 17 consecutive years. Steve was honored by the Minnesota Chapter of the National Employment Lawyers Association as the recipient of the 2014 Karla Wahl Dedicated Advocacy Award. The Award is given to recipients “for their ceaseless and courageous efforts” to protect and advance the rights of Minnesota employees. Steve was also the recipient of the 2011 Distinguished Pro Bono Service Award from the United States District Court for the District of Minnesota, was selected for the Merit Selection Panel regarding the Re-Appointment of U.S. Magistrate Judge Arthur J. Boylan (D. Minn. 2012), was further recognized in 2014 by the United States District Court and Chief Judge Michael J. Davis for his involvement in the Pro Se Project, a project by the United States District Court of Minnesota for assisting individuals representing themselves in federal court, and has received the Martindale Hubble AV Preeminent rating. Steve’s trial experience includes trials to verdict in sexual harassment, whistleblower, reprisal/retaliation, commission, contract, gender discrimination, marital status discrimination, disability, and wage and hour claims. Steve has also litigated several notable cases having substantial effect on employees’ rights under state and federal employment laws. Steve is often invited to lecture on employment issues both nationally and locally. He has also authored a number of articles on employment law issues such as sexual harassment in the workplace. Education: B.A. Concordia College 1990, J.D. William Mitchell College of Law 1995 cum laude.

Michele R. Fisher is a managing partner, and Chair of the Firm’s Business Development and Marketing Groups, which originate class and collective actions and market the firm. She has dedicated her career to litigating wage and hour cases in an aggressive, creative, and strategic manner. She is one of the leaders of a practice group that has been described as a "powerhouse" for mass wage and hour litigation and arbitration. Michele has the experience, resources, and staff to take on any company regardless of size. She has handled several jury trials and arbitrations in her fight for employee rights and prides herself on the firm's reputation as a leader in national wage and hour class and collective action litigation. Michele has litigated hundreds of class and collective actions involving positions such as home health aides, loan officers, retail salespersons, oil and gas workers, assistant managers, field service engineers, call center representatives, exotic dancers, inside sales representatives, restaurant workers, insurance adjusters, property specialists, property managers, installers, service technicians, and road construction laborers. She is additionally admitted to practice before the United States Court of Federal Claims.

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Michele is active in several organizations. She is the Co-Chair and a faculty member of the Practicing Law Institute’s Wage & Hour Litigation and Compliance conference, the Co-Chair of the ABA Federal Labor Standards Legislation Committee, the Co-Chair of the ABA Labor and Employment Law Section's Revenue and Partnership Development Committee, and a wage and hour track coordinator for the ABA Labor and Employment Law Section’s annual conference. She has also served as the Co-Editor-in-Chief of the ABA Labor and Employment Law Section’s Federal Labor Standards Legislation Committee Midwinter Report, an editorial board member for BNA’s the Fair Labor Standards Act Treatise, and a chapter editor for BNA’s Wage and Hour Laws: A State-by-State Survey. She has been named to the Best Lawyers, Super Lawyers, Top Women Attorneys, and Rising Star lists repeatedly, is a member of the Top 100 National Trial Lawyers, and Top 10 Wage and Hour Lawyers, and has been named a Lawyer of Distinction. Michele volunteers as an attorney for a foster child through the Children's Law Center. Education: B.A. St. Cloud State University 1997, J.D. William Mitchell College of Law 2000.

Matthew H. Morgan is a managing partner at the Firm and a Minnesota State Bar Association Civil Trial Specialist. Much of Matt’s career has focused on litigating class and collective actions on behalf of individuals seeking minimum wage and overtime pay and fighting discrimination. Last fall, Matt first-chaired a nineteen-day age discrimination class action trial on behalf of nearly 1000 people against the federal government. Matt has been recognized as a Super Lawyer every year since 2014, and has been named to the Who’s Who in Employment Law by Minnesota Law and Politics. Matt formerly served as an adjunct faculty member at William Mitchell College of Law (now Mitchell Hamline) teaching representation skills to first-year students and advanced advocacy to second- and third-year students. Matt is a frequent lecturer at legal seminars, focusing on litigation-related topics including trials and taking 30(b)(6) depositions. Education: B.A. University of Minnesota 1996, J.D. William Mitchell College of Law 2000.

Kai H. Richter is an experienced attorney who has fought for the rights of everyday people throughout his legal career. As one of the leaders of Nichols Kaster’s Consumer Class Action Team, Kai has handled numerous cases on behalf of consumers against banks, mortgage servicers, and other large companies, and successfully argued before the First Circuit Court of Appeals in Lass v. Bank of America, N.A., 695 F.3d 129 (1st Cir. 2012). In addition, Kai also is one of the leaders of the firm’s ERISA litigation team, and is currently spearheading several cases involving breach of fiduciary duty claims against companies for mismanagement of their employee retirement plans. During his tenure at the firm, Kai has negotiated several class action settlements that have made a combined total of more than $200 million in relief available to consumers nationwide. Prior to joining Nichols Kaster in April 2010, Kai managed the Complex Litigation Division of the Minnesota Attorney General's Office, where he supervised and handled a large number of consumer enforcement cases. For example, in June and September of 2009, Kai co-chaired a three-week trial involving claims for fraudulent sales of annuities and legal plans to over 1,200 Minnesota senior citizens and won a favorable judgment from the trial court. In addition, he also spearheaded a significant enforcement action against Sprint Nextel relating to wrongfully-imposed contracts and early termination fees. Kai also has several years of prior experience representing plaintiffs in private practice, including two landmark class actions. For example, in Braun v. Wal-Mart Stores, Inc., a statewide wage and hour class action against Wal-Mart, Kai briefed and successfully co-argued the issue of class certification and significantly participated in the three-

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month trial of the case, paving the way for a multi-million-dollar payout to Wal-Mart’s Minnesota workers. In addition, Kai was one of only three plaintiff trial attorneys in Grutter v. Bollinger, a landmark class action lawsuit against the University of Michigan Law School that was decided by the United States Supreme Court in 2003. Kai has taught legal writing at Hamline University and previously served as a co-director of the Robert F. Wagner Moot Court Program at the University of Minnesota Law School. Education: B.A. Dartmouth College 1995 cum laude, J.D. University of Minnesota cum laude.

Rachhana T. Srey is a Partner at Nichols Kaster, PLLP who has extensive litigation experience, primarily dedicating her legal practice to national wage and hour complex class and collective action employment litigation. She has been a zealous advocate for thousands of employees over her 14-year career, representing a wide variety of workers in many industries including those who work in healthcare, insurance, financial services, communications, retail, manufacturing, and security industries as well as federal sector employees. Rachhana’s exceptional case management and advocacy skills, dedication to her clients, strong work ethic and outgoing personality have earned her the respect of her clients and of her colleagues in the legal community. Rachhana has tried several wage and hour cases, most notably obtaining a jury verdict that was upheld by the Sixth Circuit in favor of a group of nearly three hundred cable installers. In addition to her wage and hour practice, Rachhana is also currently litigating a large age discrimination class case venued at the EEOC. She is active in several organizations, holding leadership positions in a few. Rachhana is currently the Co-Chair of the National Employment Lawyer Association's (“NELA”) Wage & Hour Committee and Practice Group and the Co- Chair of the Association of Justice's (“AAJ”) Wage & Hour Litigation Group. She is also an active Board Member of Mid-Minnesota Legal Aid. Rachhana is often invited to speak nationally and locally on a wide range of topics including class and collective action litigation strategies, wage and hour litigation, discovery issues, recent developments in the law, and age and gender discrimination. Education: B.A. University of Minnesota 2000, J.D. William Mitchell College of Law 2004 cum laude.

Matthew C. Helland is an experienced and tenacious litigator who has fought for workers’ and consumers’ rights throughout his career. Matt serves as the managing partner of Nichols Kaster’s San Francisco office, where he focuses his practice on class and collective wage and hour cases filed in California and throughout the country. Handling both large class actions and individual matters throughout this career, Matt has developed a record of success in significant and complex litigation. Matt litigates each of his cases with the same zealous advocacy and passionate protection of his clients’ rights, whether the case involves millions of dollars and thousands of clients, or thousands of dollars and one individual. In addition to representing workers across the country in wage and hour actions, Matt has also handled cases involving WARN Act violations, breach of contract, and severance negotiations. Matt is licensed in both California and Minnesota. Matt is an active volunteer at Workers' Rights Clinics through Legal Aid Work, where he supervises student attorneys in providing legal assistance to low wage workers. While attending the University of Minnesota Law School, Matt was a staff member and Managing Tribute Editor of the University of Minnesota Journal of Global Trade. He also participated in the Child Advocacy Clinic, representing the interests of children as a student attorney in both Family and Juvenile Court. Education: B.A. Rhodes College 2002 magna cum laude, J.D. University of Minnesota Law School 2005 magna cum laude.

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David E. Schlesinger David Schlesinger is an experienced attorney who has been recognized for the quality of his work for employees. He is an MSBA Certified Employment Law Specialist who has been selected as a Super Lawyer for the last seven years. He teaches Law in Practice at the University of Minnesota Law School and is the former president of the Minnesota Chapter of the National Employment Lawyers Association. David has successfully litigated a wide variety of employment claims, including several significant cases involving gender discrimination, cases under the Americans with Disabilities Act, and many other claims. His practice also includes an emphasis on the intersection of employment and business disputes, including litigation of breach of fiduciary duty and minority shareholder claims. He has effectively defended employees from non-compete and trade secret claims brought by their former employers. Education: B.A. Mary Washington College 2001 cum laude, J.D. University of Minnesota Law School 2006 cum laude.

Anna P. Prakash is a tough and determined litigator. Her practice focuses on complex class actions on behalf of protected groups and those harmed by corporate or governmental wrongdoing. Whether in the context of civil rights, illegal pay practices, loan issues, insurance coverage, consumer fraud, or other harm to vulnerable communities, Anna seeks out injustices to hold wrongdoers accountable and give all people a voice. She cares about and fights for her clients, brings a high level of skill and intellect to the fight, and has achieved great success for her clients in state and federal courts around the country, including the summary judgment victories referenced above in Huff, Hart, and Clincy, successful appeal in Bible v. United Student Aid Funds, and the trial verdict in FTS. Anna also serves on the Board of Directors of the Public Justice Foundation, a nationwide charitable organization supporting high-impact lawsuits to combat social and economic injustice and protect the Earth’s sustainability. She is a frequent speaker at national legal seminars, an adjunct professor of legal writing at the University of Minnesota Law School, and a past board member of the Minnesota chapter of the National Employment Lawyers’ Association. Education: B.A. University of Michigan 2002, J.D. Cornell Law School 2005.

Rebekah L. Bailey is a tireless advocate dedicated to civil rights and social justice. She has helped tens of thousands of employees and consumers recover millions of dollars primarily in complex class and collective actions across the country. Rebekah has worked on the firm’s wage and hour team and was a founding member of the consumer practice area as well as the firm’s civil rights and impact litigation group. Rebekah has been recognized as a Minnesota Super Lawyer every year since 2014. Over the years, she has served on numerous trial and arbitration teams, successfully first-chairing her first bench trial. Rebekah has achieved several affirmative summary judgment determinations and certification decisions, including in Rego, Dunham-Sunde, Henderson, Vaughan, Spar, and Norris-Wilson, mentioned above. Rebekah leads the firm’s e-discovery committee. She has spoken at national seminars on various topics, including electronic discovery, class litigation, arbitration, equal pay, and various wage and hour issues. Rebekah is a practical instructor for the University of Minnesota’s Law & Practice course. She is very involved in the ABA’s Labor and Employment Law section. She serves as the employee vice chair of the section’s treatise committee; she is an associate editor for the FLSA Committee’s Mid-Winter Report; and she serves as a FLSL liaison to the ABA/LEL CLE Coordinating & Resources Committee.

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Education: B.S. Grand Valley State University 2004 magna cum laude, J.D. University of Minnesota Law School 2008 magna cum laude.

Reena I. Desai is a partner at Nichols Kaster, PLLP, in the firm’s Minneapolis office. She is a skilled and meticulous litigator, who has represented thousands of employees in class and collective actions to recover unpaid overtime, minimum wages, commissions, and other types of compensation. Reena has also advocated for employees in cases involving race, age and disability discrimination. She is a board member of a legal non-profit and frequently speaks at legal seminars and conferences across the country. Reena has dedicated the majority of her career to helping employees combat wage theft and recover unpaid overtime compensation, minimum wages, and other unpaid compensation. She has represented employees in a variety of industries, including investigators, home health care workers, loan officers, mortgage underwriters, field service technicians, sales representatives, and restaurant workers. Reena has also litigated discrimination cases on both a class and individual level, advocating for employees whose employers have discriminated against them because of their age, race or disability. Reena has been asked to share her knowledge and experience with her peers, serving as a speaker at several national conferences. She has lectured on topics including wage and hour litigation, electronic discovery issues, attorney-client privilege and mediation/settlement. Reena also serves on the Board of Directors for the Minnesota Justice Foundation, a legal non-profit in Minnesota, and has been named a Rising Star by Minnesota Super Lawyers every year since 2014. Education: B.A. George Washington University 2002 magna cum laude, J.D. University of Minnesota Law School 2007 cum laude.

Robert L. Schug is a partner on Nichols Kaster’s Civil Rights and Impact Litigation team. Robert has more than a decade of experience litigating cases through trial in both court and arbitration. He has represented employees across the country on a variety of issues, including race, gender, and disability discrimination, employee misclassification, unpaid overtime, and unpaid wages. Robert previously served as Director of Litigation at the Impact Fund, a nationally recognized non-profit law firm in Berkeley, California devoted to achieving social justice through large scale impact litigation. He has been recognized as a Rising Star by Northern California and Minnesota Super Lawyers. He is licensed in California and Minnesota. Education: B.S. Middle Tennessee State University 2003 summa cum laude; J.D. William Mitchell College of Law 2006 summa cum laude.

Brock J. Specht has experience litigating complex multi-million-dollar lawsuits in numerous federal courts around the country and currently works with the firm’s national consumer class action team, assisting plaintiffs who have been harmed by big business. Prior to joining the firm, Brock worked with a major Twin Cities law firm, and as a clerk for two judges on the Minnesota Court of Appeals. Brock also has worked as a Special Assistant State Public Defender, pro bono, and as an Adjunct Professor of Law at the University of St. Thomas School of Law. Education: B.A. University of Minnesota 2002, J.D. University of St. Thomas School of Law 2007 magna cum laude.

Carl F. Engstrom is a partner on Nichols Kaster’s ERISA Litigation Team. As a founding member of the ERISA litigation group, Mr. Engstrom has been counsel of record in every case brought

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by the group since its inception in 2015. In that time, the ERISA litigation group has negotiated settlements totaling approximately $80 million on behalf of retirement plan participants shortchanged by excessive fees and imprudent retirement plan investments. Before joining Nichols Kaster, Mr. Engstrom clerked for judges at both the Minnesota Court of Appeals and Hennepin County District Court. Prior to entering the legal profession, Mr. Engstrom spent six years working as a financial advisor, providing retirement and investment advice to hundreds of clients, and earning the Certified Financial Planner™ designation. Education: B.A. Harvard College 1998, J.D. University of Minnesota Law School 2012 magna cum laude.

| Associate Biographies Ben J. Bauer is a member of Nichols Kaster’s ERISA litigation team where he represents employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and general mismanagement. Prior to joining the firm, Ben clerked for Judge Tom Fraser in Hennepin County District Court. During law school, he interned for the Minnesota Department of Human Rights, the ACLU of Minnesota, and earned the Law School Public Service Award. Prior to law school, Ben taught 7th grade English in Tulsa, Oklahoma and continued to work in schools while completing his law degree in Mitchell Hamline’s night program. Education: B.A., St. John's University, 2011, magna cum laude, J.D., Mitchell Hamline School of Law, 2017, magna cum laude.

Caroline E. Bressman is a member of the firm’s national wage and hour litigation team where she fiercely advocates for workers’ rights. Caroline is dedicated to furthering social justice and equity in the workplace on behalf of employees challenging their employers’ unfair practices. Caroline is a contributing editor to the Fair Labor Standards Act Midwinter Report of the ABA Section of Labor and Employment Law. During law school, Caroline served as a staffer, and subsequently Symposium Articles Editor, for the Minnesota Law Review and clerked for a nonprofit legal and policy advocacy organization focused on addressing gender inequality. Caroline was also the recipient of the ABA-Bloomberg BNA Award for Excellence in Health Law. Education: B.A. St. Olaf College 2015 magna cum laude, J.D. University of Minnesota Law School 2018 cum laude.

Daniel S. Brome worked with the California Labor Commissioner while in law school and served as the Editor-in-Chief of the Berkeley Journal of Employment and Labor Law, and as Director of the Workers’ Rights Clinic. After law school, Daniel worked with a California law firm representing workers and unions in arbitrations and litigation. Daniel continues pursuing his passion for employment law at Nichols Kaster, working with the firm’s national wage and hour team out of the San Francisco office. Education: B.A. Princeton University 2005, J.D. University of California Berkeley School of Law 2011.

Grace Chanin is a member of Nichols Kaster’s ERISA litigation team where she represents employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and general mismanagement. Prior to joining the firm, Grace

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clerked for Judge Connolly, Judge Larkin, and Judge Bjorkman at the Minnesota Court of Appeals. She graduated magna cum laude from the Mitchell Hamline School of Law and received three separate CALI awards for her work as the top-performing student in a class. During law school, she was a member of the Mitchell Hamline law review, worked as a law clerk for a Minneapolis business law firm, and received the Law School Public Service Award for her work as a pro bono law clerk at a top Minneapolis law firm. Education: B.A., Minnesota State University 2012 magna cum laude, J.D. Mitchell Hamline School of Law 2018 magna cum laude

Charles A. Delbridge is a member of Nichols Kaster’s Civil Rights and Impact Litigation Team re Charlie focuses on class actions on behalf of employees, consumers, and other protected groups. Charlie’s cases challenge discrimination of all types, fraud, and other unfair practices. He has nearly a decade of experience as a civil litigator across a broad range of substantive practice areas. Charlie has been recognized as a “Minnesota Rising Star” by Super Lawyers magazine, and an “Up & Coming Attorney” by Minnesota Lawyer. He is active in professional organizations, having served as a member of the Board of Directors of both the Minnesota State Bar Association and Minnesota Continuing Legal Education. Education: B.A. University of Wisconsin-Madison 2003, J.D. William Mitchell College of Law 2006 magna cum laude.

Jay Eidsness is a member of the firm’s national class-action litigation team, fighting to ensure employees across the country are being paid fairly for their work. Prior to joining Nichols Kaster, Jay served as a law clerk to Ann D. Montgomery in United States District Court for the District of Minnesota. In law school, Jay worked as an editor for the Vermont Journal of Environmental Law and published articles on energy law and policy through Vermont Law School’s Institute for Energy and the Environment. Outside of Nichols Kaster, Jay advises a local nonprofit that provides scholarships to graduating high school students whose lives have been enriched through the game of soccer. Education: B.A. St. John’s University 2007, J.D. Vermont Law School 2013 cum laude.

Laura A. Farley is a member of Nichols Kaster’s individual rights litigation team and is dedicated to protecting the rights of current and former employees who face a wide-range of employment-related issues, including discrimination, harassment, retaliation, minority shareholder, and contract disputes. Prior to joining Nichols Kaster, Laura worked as an associate for a Minneapolis litigation firm, focusing on minority shareholder, employment, and contract disputes. During law school, Laura was on the Executive Board of the Minnesota Law Review, the board of the Women’s Legal Student Association, and volunteered with the Advocates for Human Rights. Prior to attending law school, Laura worked for a Fortune 100 company in business-to-business sales supporting operations and logistics in small businesses. Education: B.A. University of St. Thomas 2010 magna cum laude, J.D. University of Minnesota Law School 2015.

Kate Fisher is a Case Development Attorney for the Nichols Kaster’s Civil Rights and Impact Litigation Practice Group. In this role, she investigates new cases and works with other members of the Group to advance litigation. Kate formerly served as an Associate Attorney for the firm’s Individual Practice Group, where she represented employees in a wide range of employment-related matters,

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including but not limited to, allegations of discrimination, harassment, retaliation, violations of the Family and Medical Leave Act, and whistleblower claims. In addition to her practice, Kate has also served as an Adjunct Professor at St. Thomas Law School and Mitchell Hamline School of Law. Education: B.A. College of St. Catherine 2006 summa cum laude; J.D. University of St. Thomas School of Law 2011 cum laude.

Matthew A. Frank was named a 2017 Minnesota Lawyer of the Year. Matt attended the University of Michigan Law School as a Clarence Darrow Scholar. At graduation, he received the Robert S. Feldman Award for outstanding work in labor and employment law. Prior to joining Nichols Kaster in 2016, Matt clerked for the Hon. Susan N. Burke in Hennepin County District Court and practiced plaintiffs’ employment law at another Twin Cities firm. Matt is part of Nichols Kaster’s individual rights team. Education: B.A. University of Colorado Boulder 2002 summa cum laude, Philosophy Ph.D. (ABD) University of Minnesota, J.D. University of Michigan Law School 2013 cum laude.

Lucas J. Kaster is a skilled and seasoned trial lawyer focused on aggressive advocacy, creative solutions, and responsiveness to clients. As a member of Nichols Kaster’s individual rights team, Lucas represents clients in a wide-range of employment matters, including harassment, retaliation and discrimination claims. Lucas also represents clients in civil rights claims, such as police misconduct and prisoner rights. Over his career, Lucas has tried many cases to verdict or decision. Most recently, Lucas represented a South Dakota law enforcement officer in a retaliation and sexual harassment lawsuit that resulted in a $1.2 million jury verdict. In a separate lawsuit, Lucas represented four golf course employees who were subject to harassment and retaliation in a court trial that resulted in a plaintiff’s verdict and treble damages under the Minnesota Human Rights Act (“MHRA”). Lucas uses this unique trial experience to drive litigation strategy and provide his clients the best possible representation. Lucas is also an experienced appellate advocate. In 2018, Lucas successfully argued before the Ninth Circuit Court of Appeals in Michael Frost v. BNSF Railway Co., 9:15-cv-000124-DWM. The Ninth Circuit’s decision addressed a hotly debated subject under the Federal Railway Safety Act (“FRSA”). The question before the Court was whether the honest belief instruction was proper because the FRSA’s contributing factor standard required plaintiffs to separately prove discriminatory intent. In the opinion, the Ninth Circuit definitively held that there is no requirement that FRSA plaintiffs separately prove discriminatory intent, and thus the instruction was error. Due to his experience, Lucas is a well- respected and sought-after speaker. Lucas is a frequent presenter at the ABA’s Labor and Employment and Employment Rights and Responsibilities conferences. In February 2019, Lucas also spoke at the College of Labor and Employment Lawyer’s Regional Program for the 4th and 11th Circuits in Charleston, South Carolina. Lucas participated in a three-member panel titled: The #MeToo Movement One Year Later: Where Are We Now? Lucas is a member Twin Cities Diversity in Practice’s Emerging Leaders Group and a contributor to Nichols Kaster’s training and marketing committees. Education: B.A. Villanova University 2004, J.D. Marquette University Law School 2011.

Michelle L. Kornblit is a member of Nichols Kaster’s individual rights practice group and assists employees with a wide-range of claims, including discrimination, harassment, retaliation and whistleblower protection. Michelle has been dedicated to employee rights and challenging unfair

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employment practices her entire career. While in law school, Michelle interned with an Administrative Law Judge of the U.S. Equal Employment Opportunity Commission, and with the Women’s Rights Project of the American Civil Liberties Union. Prior to joining Nichols Kaster, Michelle was an associate with a leading employment litigation firm in New York, representing employees in individual, multi- party and class action cases. Education: B.A. New York University 2010 cum laude, J.D. Benjamin N. Cardozo School of Law 2014 cum laude.

Lindsey E. Krause is a member of Nichols Kaster’s individual rights practice group, where she is committed to preserving workplace fairness and seeking justice for those employees whose rights have been violated. She represents individuals who have been discriminated against or terminated for unlawful reasons, including their sex, race, age, disability, or for blowing the whistle on illegal activity. Lindsey also assists clients by reviewing and negotiating severance packages and non-competition agreements. She also currently handles the firm’s FOIA litigation docket, assisting organizations with obtaining government records to which they are entitled. Prior to joining Nichols Kaster, Lindsey served as a judicial law clerk for the Honorable Frank J. Kundrat in St. Cloud, Minnesota. During law school, Lindsey was a Lead Editor on the Journal of Law & Inequality and the President of the Women’s Law Student Association. Education: B.A. College of St. Benedict 2011 magna cum laude and with distinction; J.D. University of Minnesota Law School 2016.

Brandon T. McDonough is a member of Nichols Kaster’s ERISA litigation team where he represents current and former employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and general mismanagement. Prior to joining the firm, Brandon practiced plaintiffs-side consumer and civil rights law. Education: B.A. University of Chicago 2007, J.D. University of Minnesota Law School 2012 cum laude.

Chloe A. Raimey is a member of Nichols Kaster’s ERISA litigation team where she represents current and former employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and other mismanagement. Prior to joining Nichols Kaster, she clerked for Justice Anne McKeig on the Minnesota Supreme Court. During law school, Chloe served as the editor-in-chief of the University of St. Thomas Law Journal, worked as a litigation law clerk for the League of Minnesota Cities, interned with the Advocates for Human Rights, and represented consumers in Chapter 7 bankruptcy proceedings. Prior to law school, Chloe gained additional writing experience as well as employee benefits knowledge as a communications specialist with a focus on human resources topics. Education: B.A. University of Florida 2008 summa cum laude, J.D. University of St. Thomas School of Law 2016 magna cum laude.

Neil Pederson has been practicing law with the firm since October 2017. Prior to that, he clerked for the Honorable Karen A. Janisch in Hennepin County State District Court. His practice has focused on national class action employment discrimination litigation and national wage and hour class and collective action litigation. He has represented hundreds, if not thousands, of workers who have been discriminated against or who are seeking to recover lost wages, including overtime pay and minimum wages, through collective, class, and hybrid actions. Since he started at Nichols Kaster, Neil has worked

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on multiple class and collective actions, involving positions such as railroad workers, home health aides, delivery drivers, oil field workers, and nurses. Neil has handled managing discovery and filing class certification and other motions in these cases. In addition to being a litigation associate at the firm, Neil also works with its Business Development Group, which originates class and collective actions. Neil is also a contributing editor to the ABA Section of Labor and Employment Law’s Fair Labor Standards Act Midwinter Report. Neil volunteers as an attorney for the Mid-Minnesota Legal Aid’s Housing Section Education: B.A. University of Minnesota 2007 summa cum laude, Political Science Ph.D. work University of Chicago 2008-2010, J.D. William Mitchell College of Law 2015 summa cum laude.

Nicole J. Schladt is a member of Nichols Kaster’s Civil Rights and Impact Litigation group. Prior to joining Nichols Kaster, Nicole served as a judicial law clerk for the Honorable Susan M. Robiner in Minnesota’s Fourth Judicial District. During her time in law school, Nicole co-founded Emory LGBTQ Legal Services (ELLS), an organization created to provide pro bono legal assistance to members of Atlanta’s queer community. Her work with ELLS led to her receiving the 2018 Marion Luther Brittain Award, Emory University’s highest student honor, as well as the 2018 National LGBT Bar Association Student Leadership Award. Nicole’s academic research prior to law school explored the intersections of international human rights law, feminist theory, and international politics. Education: B.A. University of Kentucky 2014 summa cum laude, M. Phil. University of Cambridge 2015, J.D. Emory University School of Law 2018 with honors.

Jacob T. Schutz is a member of Nichols Kaster’s ERISA litigation team where he represents current and former employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and general mismanagement. In law school, Jacob was an editor of the ABA Journal of Labor & Employment Law and published an article on the association provision of the Americans with Disabilities Act. Prior to joining Nichols Kaster, he was an associate in a firm acting as general counsel for Taft-Hartley employee benefit funds. Education: B.A. University of Pennsylvania 2010, J.D. University of Minnesota Law School 2013 magna cum laude.

Mark E. Thomson is a member of Nichols Kaster’s ERISA and consumer litigation teams where he represents current and former employees whose retirement accounts have been shortchanged due to excessive fees, imprudent investments, employer self-dealing, and general mismanagement, as well as consumers who have been harmed by corporate wrongdoing. Prior to joining Nichols Kaster, he clerked for Justice David Lillehaug and Justice Anne McKeig on the Minnesota Supreme Court. During law school, Mark was an editor of the Harvard Civil Rights-Civil Liberties Law Review and interned with the Consumer Financial Protection Bureau, the National Consumer Law Center, and the Massachusetts Attorney General’s Office. Education: B.A. University of Minnesota 2011 summa cum laude, J.D. Harvard Law School 2016.

| Staff Attorney Biographies Laura A. Baures is dedicated to fighting for employees and applicants who have been discriminated against for unlawful reasons including on the bases of their age, disability, race, color, national origin, religion, and sex. In addition, she helps employees pursue their fair and equal wages

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owed in the eyes of the law. Her work focuses primarily on representing classes fighting against discrimination. Laura has experience in both federal and private sector matters. During law school, Laura won the MSBA Labor and Employment Law Section Law Student Award in Labor Law. Laura participated in the AAJ Regional Trial Competition, was president of the Women Law Students Association, and volunteered for over 100 hours through the Minnesota Justice Foundation working as certified student attorney for the Washington County Public Defender’s Office and at Eldercare Rights Alliance. She also completed an externship with the Honorable Gail Chang Bohr at Minnesota’s Second Judicial District. Before law school, Laura worked for a local company that provides residential care for people with disabilities where she discovered her passion for employment law. Education: B.A. University of Wisconsin – Eau Claire cum laude, J.D. William Mitchell College of Law.

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EXHIBIT 4 CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 2 of 19

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Plaintiffs, DECLARATION OF MARK P. KINDALL IN SUPPORT OF vs. PLAINTIFFS’ MOTION FOR AN AWARD OF ATTORNEYS’ FEES, Allina Health System; the Allina Health REIMBURSEMENT OF System Board of Directors; the Allina Health EXPENSES AND CASE System Retirement Committee; the Allina CONTRIBUTION AWARDS FOR Health System Chief Administrative Officer; THE CLASS REPRESENTATIVES the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants.

I, Mark P. Kindall, declare as follows:

1. I am a partner with Izard, Kindall & Raabe, LLP (“IKR”), counsel for

Plaintiffs. I make this Declaration of my own personal knowledge, and if called as a witness, I would and could testify competently to the matters stated herein.

2. I, along with colleagues at IKR, have been actively involved in all stages of this lawsuit, including investigating and preparing the Complaint, successfully defending

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against Defendants’ motion to dismiss, seeking discovery, reviewing documents and settling this litigation. I submit this Declaration in support of Plaintiffs’ Motion for Award of Attorneys’ Fees, Reimbursement of Expenses and Case Contribution Awards.

3. IKR is experienced in successfully handling ERISA breach of fiduciary duty class actions, including cases involving defined contribution retirement plans’ investment lineups. I have been personally litigating ERISA fiduciary breach lawsuits for 15 years, and as a result, am very familiar with the cases in this field.

4. As shown on its Firm Resume, attached to this declaration as Exhibit A, IKR has served or is serving as lead counsel or co-lead counsel for classes in numerous ERISA class actions across the country.

5. The proposed Settlement would require Allina to pay $2,425,000 to establish a Settlement Fund, which is more than 30% of the Class’s maximum potential damages as calculated by Plaintiffs’ expert. IKR, together with co-counsel, believes that this recovery is an excellent result for the Class.

6. Together with my partner Robert Izard, I personally managed, delegated, and supervised the allocation of personnel and expenses employed by my firm in this case. We have aggressively and vigorously prosecuted this case and represented the best interests of the Plaintiffs and the participants and beneficiaries of the Plans. Over the course of the litigation, we incurred $80.70 related to PACER expenses. These expenses were actually incurred in the litigation of this case as reflected in the books and records of IKR. The expenses were necessary to the prosecution of the case, and are of the type that would be billed to hourly clients of the firm.

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7. The firm’s hours and lodestar devoted to this matter, as of March 3, 2020 are as follows:

Name Years of Hourly Hours Lodestar Practice Rate Robert A. Izard 36 $925.00 11.5 $10,637.50 Mark P. Kindall 31 $850.00 16.5 $14,025.00 Douglas P. Needham 11 $650.00 45 $29,250.00 Totals $53,912.50

8. The time reflected in paragraph 7 was reasonable and necessary to effectively prosecute this case, and avoided duplication of efforts.

9. I reviewed the time printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time committed to the litigation. Based on this review, I believe that the time reflected in my firm’s lodestar calculation is reasonable in amount and was necessary for the effective and efficient prosecution and resolution of the litigation. IKR litigated this case on a wholly contingent basis and the hourly rates shown for the attorneys at IKR are the current hourly rates for contingent matters, which are the same as the regular current rates charged for IKR’s services in non-contingent matters. IKR’s rates have been accepted by courts in other complex actions.

10. Biographical details for the IKR attorneys who worked on the case are included in the Firm Resume attached as Exhibit A to this declaration.

11. The time entries above do not include future time spent on this case to communicate with class members and monitor Defendants’ compliance with the

Settlement.

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12. The above table is based on my firm’s contemporaneous time records, and breaks out the hours and rates for each attorney. Throughout this litigation, IKR allocated work to maximize efficiency, assigning tasks within the firm based on a number of considerations and with the goal of minimizing duplication of effort, thereby minimizing fees in the case.

13. Details and material supporting the time records and expenses referenced in this declaration are available upon the request of the Court.

I declare, pursuant to 28 U.S.C. § 1746 and under penalty of perjury, that the foregoing is true and correct to the best of my knowledge, information, and belief.

Executed at West Hartford, CT this 4th day of March, 2020.

/s/Mark P. Kindall Mark P. Kindall

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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of Civil Action No.: 17-3835-SRN-SER themselves and all others similarly situated,

Defendants.

EXHIBIT A IKR Firm Resume

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FIRM RESUME

Izard, Kindall & Raabe LLP (“IKR”)1 is one of the premier national firms engaged in class action litigation under the Employee Retirement Income Security Act of 1974 (ERISA) and the securities laws. We have served as lead or co-lead counsel in many large ERISA class actions, including cases against AT&T, AOL Time Warner, Cardinal Health, JDS Uniphase, Merck, Sprint,

Tyco International, JP Morgan Chase and Eastman Kodak, as well as over 30 securities class actions, including cases involving shares of Campbell Soup Company, Citizens Utilities Company,

Newmont Mining Corporation, SS&C Technologies, Inc., SureBeam Corporation, and Veritas

Corporation.

ERISA Cases where IKR has been formally appointed as sole or co-lead counsel, or serves as lead or co-lead counsel, include:

• Overby v. Tyco Int’l, Ltd., No. 02-CV-1357-B (D.N.H.);

• In re Reliant Energy ERISA Litig., No. H-02-2051 (S.D. Tex.);

• In re AOL Time Warner, Inc. Sec. and ERISA Litig., MDL Docket No. 1500 (S.D.N.Y.);

• Furstenau v. AT&T, Case No. 02 CV 8853 (D.N.J.);

• In re AEP ERISA Litig., Case No. C2-03-67 (S.D. Ohio);

• In re JDS Uniphase Corp. ERISA Litig., Civil Action No. 03-4743-CW (N.D. Cal.);

• In re Sprint Corporation ERISA Litig., Master File No. 2:03-CV-02202-JWL (D. Kan.);

1 Formerly known as Izard Nobel LLP (2008-2016), Schatz Nobel Izard, P.C. (2006-2008), and Schatz & Nobel, P.C. (1995-2006). CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 8 of 19

• In re Cardinal Health, Inc. ERISA Litig., Case No. C 2-04-642 (S.D. Ohio);

• Spear v. Hartford Fin. Svcs Group. Inc., No. 04-1790 (D. Conn.);

• In re Merck & Co., Inc. Sec., Derivative and ERISA Litig., MDL No. 1658 (D.N.J.);

• In re Diebold ERISA Litig. No. 5:06-CV- 0170 (N.D. Ohio);

• In re Bausch & Lomb, Inc. ERISA Litig., Master File No. 06-CV-6297-MAT-MWP (W.D.N.Y.);

• In re Hartford Fin. Svcs Group. Inc. ERISA Litig., No. 08-1708 (D. Conn.);

• In re Merck & Co., Inc. Vytorin ERISA Litig., MDL No. 1938, 05-CV-1974 (D.N.J.);

• Mayer v. Admin. Comm. of Smurfit Stone Container Corp., 09-CV-2984 (N.D. IL.);

• In re YRC Worldwide ERISA Litig., Case No. 09-CV-02593 (D. Kan);

• Board of Trustees v. JP Morgan Chase Bank, Case No. 09-cv-9333 (S.D.N.Y.);

• White v. Marshall & Ilsley Corp., No. 10-CV-00311 (E.D. Wis.);

• Griffin v. Flagstar Bancorp, Inc., No. 2:10-CV-10610 (E.D. Mich.);

• In re Eastman Kodak ERISA Litig., Master File No. 6:12-cv-06051-DGL (W.D.N.Y.);

• Kemp-DeLisser v. Saint Francis Hospital and Medical Center, Civil Action No. 3:15-cv- 01113-VAB (D. Conn.);

• Tucker v. Baptist Health System, Inc., Case No. 2:15-cv-00382-SLB (N.D.AL.);

• Cryer v. Franklin Resources, Inc., No. 4:16-cv-04265 (N.D. Cal.);

• Bishop-Bristol v. Massachusetts Mutual Life Insurance Company, No. 3:16-cv-30082- MGM (D. Mass.);

• Matthews v. Reliance Trust Company, No. 1:16-cv-04773 (N.D. Ill.);

• Brace v. Methodist Le Bonheur Healthcare, No. 16-cv-2412-SHL-tmp (W.D. Tenn.);

• Nicholson v. Franciscan Missionaries of our Lady Health Systems, No. 16-CV-258-SDD- EWD (M.D. LA);

• In re Mercy Health ERISA Litig., No. a:16-cv-441 (S.D. Ohio);

• Negron v. Cigna Corp., No. 3:16-cv-01702 (D. Conn.); 2

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• Schultz v. Edward D. Jones & Co., No. 4:16-cv-01346 (E.D. Mo.);

• Larson v. Allina Health Syst., No. 0:17-cv-03835 (D. Minn.);

• Johnson v. Providence Health & Services, No. 2:17-cv-01779 (W.D. Wash.);

• Berry v. Wells Fargo & Co., No. 3:17-304 (D.S.C.);

• Neufeld v. Cigna Health & Life Ins., No. 3:17-cv-01693 (D. Conn.);

• Myers v. 401(k) Fiduciary Comm. for Seventy Seven Energy, No. 5:17-cv-00200 (D. Okl.);

• Reidt v. Frontier Communications Corp., No. 3:18-cv-01538 (D. Conn.);

• Sohmer v. UnitedHealth Group, Inc., No. 0:18-cv-03191 (D. Minn.);

• Torres v. American Airlines, No. 4:18-cv-00983 (N.D. Tex.);

• Masten v. Metropolitan Life Ins. Co., No. 1:18-cv-11229 (S.D.N.Y.)

• Smith v. U.S. Bancorp, No. 0:18-cv-03405 (D. Minn.);

• Mannino v. Louisiana Health Serv. & Indemnity Co., No. 3:19-cv-00185 (M.D. La.);

• Herndon v. Huntington-Ingalls Industries, Inc., No. 4:19-cv-00052 (E.D. Va.);

• Duffey v. Anheuser-Busch Cos., No. 4:19-cv-01189 (E.D. Mo.);

• Belknap v. Partners Healthcare System, Inc., No. 1:19-cv-11437 (D. Mass.);

• Cruz v. Raytheon Co., No. 1:19-cv-11425 (D. Mass.);

• Smith v. Rockwell Automation Inc., No. 2:19-cv-00505 (E.D. Wisc.); and

• Brown v. United Parcel Service, Inc., No. 1:20-cv-00460-MLB (N.D. GA).

Moreover, IKR was also appointed to the Steering Committee in Tittle v. Enron Corp.,

No. H-01-3913 (S.D. Tex.); In re Electronic Data Systems ERISA Litig., 3:02-CV-1323 (E.D. Tex.); and In re Marsh ERISA Litig., Master File No. 04 CV 8157 (S.D.N.Y.).

Our notable successes include settlements against the Franciscan Missionaries of Our

Lady Health System ($125 million), Saint Francis Hospital and Medical Center ($107 million);

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AOL Time Warner ($100 million); Tyco International ($70.5 million); Merck ($49.5 million);

Cardinal Health ($40 million); and AT&T ($29 million). Moreover, IKR was on the Executive

Committee in In re Enron Corporation Securities and ERISA Litig., No. 02-13624 (S.D. Tex.), which resulted in a recovery in excess of $250 million.

Numerous courts have recognized IKR’s superior expertise in ERISA actions of this type.

In particular, in In re Merck Sec., ERISA and Deriv. Litig., the court stated, “[w]hat is clear is that

Schatz & Nobel [now IKR] does have substantial experience in this area and much more experience than other contenders.” In re Merck Sec., ERISA and Deriv. Litig., No. 05 1157,

(D.N.J.) (Transcript of proceedings on Apr. 18, 2005). Similarly, the court in In re Tyco

International, Ltd., Securities Litig. found that IKR and its co-counsel “have the necessary resources, skill and commitment to effectively represent the proposed class” and “extensive experience in both leading class actions and prosecuting ERISA claims.” In re Tyco International,

Ltd. Sec. Litig., Case No. 02 1335, slip op. at 2 (D.N.H. Dec. 18, 2002). In Cardinal Health, the court also noted IKR's “extensive experience in ERISA litigation,” the “high level of ERISA expertise” and “several well-argued briefs . . . on a range of issues.” In re Cardinal Health, Inc.

ERISA Litig., 225 F.R.D.552, 555-556 (S.D. Ohio Jan. 14, 2005).

Courts have recognized the superior results that IKR has obtained as a result of its experience. In approving the Sprint ERISA Litig. settlement, the court found, “[t]he high quality of [IKR’s] work culminated in the successful resolution of this complex case” and that “the results obtained by virtue of the settlement are extraordinary. . . .” In re Sprint Corp. ERISA

Litig., No. 03 2202, slip op. at 33, 35 (D. Kan. Aug. 3, 2006). The District Court’s decision approving the settlement negotiated by IKR in the St. Francis litigation similarly found the result

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to be “an extremely favorable one for the class,” noting that the recovery achieved by the settlement represented over 76 percent of the amount by which the retirement plan was alleged to be underfunded. Kemp-DeLisser v. Saint Francis Hosp. & Med. Ctr., No. 15-CV-1113

(VAB), 2016 WL 6542707, at *10 (D. Conn. Nov. 3, 2016). The Court also noted that IKR’s time and efforts “resulted in an extremely efficient and favorable resolution of the case.” Id. at *5.

Similarly, in Edwards v. North American Power & Gas, LLC, No. 3:14-cv-1714 (D. Conn.), the

Court observed that IKR is one of the “national leaders in class action litigation” and achieved a

“significant settlement for a large class of individuals”.

In the AOL Time Warner ERISA case, the Independent Fiduciary retained to review the

$100 million settlement on behalf of the AOL Time Warner retirement plans expected the case to settle for only $70 million. In re AOL Time Warner, Inc. Sec. and ERISA Litig., No. 02-CV-1500

(S.D.N.Y), Report & Recommendation of Special Master dated August 7, 2007 at 7, approved by the Court by Memorandum Opinion dated October 26, 2007. The Special Master reviewing an application for attorneys' fees found that in addition to the fact that the quality of counsel’s work was “impressive,” “[e]ven more importantly, they used the mediation process to persuade reluctant and determined defendants to part with settlement dollars well above those expected.” Id. at 30. According to the Special Master, obtaining an additional $30 million for the class stands out as “some of the hardest work and most outstanding results” obtained by IKR and its co-counsel. Id. at 37. In negotiating this extraordinary settlement, IKR “stretched the defendants' settlement tolerances beyond their limits.” Id. Moreover, the Court found that

IKR worked with great efficiency. After conducting a “moderately detailed examination of

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counsels' actual time records,” the Special Master lauded the efficiency with which counsel litigated such a large case which inherently tends to produce inefficiencies. Id. at 26, 43.

In approving the $49.5 million settlement in In re Merck & Co., Inc. Securities, Derivative

& ERISA Litig., in which IKR served as Chair of the Lead Counsel Committee, the Court stated that it was an “extremely successful and extremely appropriate and reasonable settlement.” In re Merck & Co., Inc. Securities, Derivative & ERISA Litig., No. 05-2369, (D.N.J.) (Transcript of proceedings on Nov. 29, 2011 at 15).

In the Tyco ERISA case, the court stated that the $70.525 million settlement in an

“extraordinarily complex case factually” was “outstanding,” and “an extraordinary settlement given the circumstances of the case and the knowledge that [the Court] has about the risks that the plaintiff class faced in pursuing this matter to verdict.” In re Tyco International, Ltd.,

Securities Litig., No. 02-1335-B, (D. N.H.)(Transcript of proceedings on Nov. 18, 2009 at 11, 31,

41, 61).

Similarly, in the Flagstar case, Court found that the settlement that represented 85% of likely recoverable damages was an “excellent result” as a result of the unquestionable “skill and expertise of [IKR and its co-counsel] who are nationally known for their successful representation of ERISA clients in class action matters.” Griffin v. Flagstar Bancorp, Inc., No.

2:10-CV-10610 (E.D. Mich.) (Order and Opinion dated Dec. 12, 2013 at 8, 15-16.)

IKR’s ERISA team is led by Robert A. Izard. In approving the Tyco settlement, Judge Paul

Barbadoro, Chief Judge of the District of New Hampshire, stated with respect to Mr. Izard:

I have a high regard for you. I know you to be a highly experienced ERISA class action lawyer. You’ve represented your clients aggressively, appropriately and effectively in this litigation, and I have a high degree of confidence in you so I don’t think there’s any question that the quality of 6

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 13 of 19

counsel here is a factor that favor’s the Court’s endorsement of the proposed settlement....

I have enjoyed working with you in this case. You’ve always been helpful. You’ve been a gentleman. You’ve been patient when I’ve been working on other matters….

In re Tyco International, Ltd., Securities Litig., No. 02-1335-B, (D. N.H.)(Transcript of proceedings on Nov. 18, 2009 at 74-75).

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 14 of 19

ATTORNEYS

Robert A. Izard heads the firm’s ERISA team and is lead or co-lead counsel in many of the nation’s most significant ERISA class actions, including cases against Merck, Tyco

International, Time Warner, AT&T and Sprint among others. Mr. Izard has substantial experience in other types of complex class action and commercial litigation matters. For example, he represented a class of milk purchasers in a price fixing case. He also represented a large gasoline terminal in a gasoline distribution monopolization lawsuit.

As part of his thirty-five plus years litigating complex commercial cases, Mr. Izard has substantial jury and nonjury trial experience, including a seven-month jury trial in federal district court. He is also experienced in various forms of alternative dispute resolution, including mediation and arbitration, and is a Distinguished Neutral for the CPR Institute for

Dispute Resolution.

Mr. Izard is the author of Lawyers and Lawsuits: A Guide to Litigation published by

Simon and Schuster and a contributing author to the Mediation Practice Guide. He is the former chair of the Commercial and Business Litigation Committee of the Litigation Section of the American Bar Association.

Mr. Izard received his B.A. from Yale University and his J.D., with honors, from Emory

University, where he was elected to the Order of the Coif and was an editor of the Emory Law

Journal.

Mark P. Kindall joined the firm in 2005. Since joining the firm, he has represented clients in many significant class action cases, including ERISA litigation against AOL Time

Warner, Kodak and Cardinal Health, consumer fraud cases against Johnson & Johnson, Unilever

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 15 of 19

and Neutrogena, securities fraud litigation against SupportSoft, American Capital and Nuvelo, and bank overdraft fee litigation against Webster Bank and People’s United Bank. Mr. Kindall successfully argued Berson v. Applied Signal Tech. Inc., 527 F.3d 982 (9th Cir. 2008), and Balser v. The Hain Celestial Group, No. 14–55074, 2016 WL 696507 (9th Cir. 2016), which clarified standards for victims of securities and consumer fraud, respectively, as well as Langan v.

Johnson & Johnson Consumer Cos., Inc., 897 F.3d 88 (2d Cir. 2018), which held that plaintiffs bringing claims under state law could represent a class that included people in states with similar laws.

Mr. Kindall was a lawyer at Covington & Burling in Washington, D.C. from 1988 until

1990. In 1990 he joined the United States Environmental Protection Agency as an Attorney

Advisor. He represented the U.S. government in international negotiations at the United

Nations, the Organization for Economic Cooperation and Development and the predecessor of the World Trade Organization, and was a member of the U.S. Delegation to the United Nations

Conference on Environment and Development (the “Earth Summit”) in Rio de Janeiro in 1992.

From 1994 until 2005, Mr. Kindall was an Assistant Attorney General for the State of

Connecticut, serving as lead counsel in numerous cases in federal and state court and arguing appeals before the Connecticut Supreme Court and the United States Court of Appeals for the

Second Circuit.

Mr. Kindall has taught courses in appellate advocacy, administrative law and international environmental law at the University of Connecticut School of Law. He is admitted to practice in Connecticut, California, and the District of Columbia. He is also a member of the bar of the United States Supreme Court, the U.S. Courts of Appeals for the Second, Fourth,

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 16 of 19

Fifth, Ninth, and D.C. Circuits, and the United States District Courts for Connecticut, the District of Columbia, the Eastern District of Wisconsin, the Central District of Illinois, and all U.S. District

Courts in New York and California.

Mr. Kindall is a 1988 graduate of the University of California at Berkeley Law School, where he served as Book Review Editor of the California Law Review and was elected to the

Order of the Coif. He has a bachelor’s degree in history with highest honors from the University of California at Riverside, and he also studied history at the University of St. Andrews in

Scotland.

Craig A. Raabe joined the partnership in 2016 from a large, regional law firm, where he previously served as the chair of the litigation department. Mr. Raabe has tried many complex civil and criminal cases and prosecuted and defended many class actions. He is a Fellow in the

Woodward/White, Inc., Aiken, SC). Mr. Raabe’s commercial trial experience is broad and includes areas such as antitrust, government contracting, fraud, intellectual property, and unfair trade practices. He also has tried many serious felony criminal cases in state and federal court and is active in the criminal defense trial bar. In addition to his trial practice, Mr. Raabe counsels clients on compliance issues and the resolution of regulatory enforcement actions by government agencies.

By appointment of the chief judge of the Second Circuit, Mr. Raabe has served on the

Reappointment Committee for Connecticut’s federal defender, and the chief judge of the

Connecticut district court appointed him to chair the United States Magistrate Reappointment

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 17 of 19

Committee in Connecticut. In 2012, the Connecticut district court judges selected Mr. Raabe for the district’s Pro Bono Award for his service to indigent clients. In addition, he is listed as one of the Top 50 Lawyers in Connecticut by Super Lawyers® 2012 (Super Lawyers is a registered trademark of Key Professional Media, Inc.).

Mr. Raabe is admitted to practice in the U.S. Supreme Court, the Courts of Appeals for the First, Second, and D.C. Circuits, the U.S. District Courts for Connecticut and the Eastern and

Southern Districts of New York, the U.S. Tax Court and the state of Connecticut. He is an honors graduate of Valparaiso University and Western New England College of Law, where he served as Editor-in-Chief of the Law Review. Following graduation, Mr. Raabe served as the law clerk for the Honorable Arthur H. Healey of the Connecticut Supreme Court.

Mr. Raabe is a commercial, instrument-rated pilot and is active in general aviation. He serves as a volunteer pilot for Angel Flight Northeast, which provides free air transportation to people requiring serious medical care.

Seth R. Klein graduated cum laude from both Yale University and, in 1996, from the

University of Michigan Law School, where he was a member of the Michigan Law Review and the Moot Court Board and where he was elected to the Order of the Coif. After clerking for the

Hon. David M. Borden of the Connecticut Supreme Court, Mr. Klein served as an Assistant

Attorney General for the State of Connecticut, where he specialized in consumer protection matters and was a founding member of the office’s electronic commerce unit. Mr. Klein thereafter joined the reinsurance litigation group at Cadwalader, Wickersham & Taft LLP in New

York, where he focused on complex business disputes routinely involving hundreds of millions

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 18 of 19

of dollars. At IKR, Mr. Klein’s practice continues to focus on consumer protection matters as well as on complex securities and antitrust litigation.

Douglas P. Needham received his Bachelor of Science degree from Cornell University in

2004 and his Juris Doctorate from Boston University School of Law in 2007. At Boston

University, Mr. Needham was the recipient of a merit scholarship for academic achievement and a member of the school’s Moot Court Team. Mr. Needham practiced law for six years in

Syracuse, New York, devoting his practice to trial and appellate litigation in state and federal court. He moved to Connecticut in May of 2013 to join LeClair Ryan, A Professional

Corporation, and became a partner at that firm in 2014. At LeClair Ryan, Mr. Needham prosecuted and defended a variety of business tort claims, including many for breach of fiduciary duty and fraud, in Connecticut, New York and Massachusetts.

Mr. Needham joined IKR in 2016. His practice focuses on fiduciary litigation under ERISA as well as consumer protection and fraudulent business practices.

Christopher M. Barrett has been an integral member of litigation teams responsible for securing monetary recoveries on behalf of plaintiffs that collectively exceed $150 million. In

2015, he was selected by Super Lawyers magazine as a Rising Star. Super Lawyers Rising Stars recognizes top up-and-coming attorneys who are 40 years old or younger, or who have been practicing for 10 years or less.

Prior to joining the Firm, Mr. Barrett was associated with Robbins Geller Rudman &

Dowd, where his practice focused on prosecuting class actions on behalf of plaintiffs, and

Mayer Brown, where his practice focused on complex commercial litigation.

CASE 0:17-cv-03835-SRN-TNL Document 118-4 Filed 03/10/20 Page 19 of 19

Mr. Barrett received his J.D., magna cum laude, from Fordham University School of Law where he served as a member of the Fordham Law Review, and was inducted into the Order of the Coif and the honor society Alpha Sigma Nu. For his work in the law school’s law clinic, he was awarded the Archibald R. Murray Public Service Award. He earned his B.S. in Finance from

Long Island University. During law school, Mr. Barrett served as a judicial intern to two United

States District Judges (S.D.N.Y. and E.D.N.Y.) and a New York Supreme Court Justice.

Oren Faircloth graduated from McGill University in 2009 with a Bachelor of Arts degree in Political Science and a concentration in International Relations. Before attending law school, he served in the armed forces from 2010 to 2011.

Mr. Faircloth graduated from Quinnipiac University School of Law, magna cum laude, in

2016, where he received awards for Outstanding Performance in Oral Advocacy and for

Excellence in Written Advocacy. During law school, Mr. Faircloth was a member of the Tax Law

Society, the Quinnipiac Moot Court Society, and the Quinnipiac Law Review. Shortly after graduating, his note on Mediation and End of Life Futility Decisions for Newborns was published. Mr. Faircloth was admitted to the Connecticut state bar in 2016 and the United

States District Court for Connecticut in 2018.

Prior to joining IKR, Mr. Faircloth worked for a regional insurance defense firm where his practice focused on construction, premises liability, and motor vehicle tort actions. Mr.

Faircloth joined IKR in 2018. His practice focuses on ERISA and consumer protection actions.

CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 1 of 14

EXHIBIT 7 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 2 of 14

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Reese, individually and on behalf of themselves Case No. 17-cv-03835 (SRN/SER) and all others similarly situated,

Plaintiffs, vs.

Allina Health System; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts- Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; John T. Knight; and John Does 1–20,

Defendants. ______

DECLARATION OF JENNIFER M. KEOUGH REGARDING NOTICE ADMINISTRATION

I, JENNIFER M. KEOUGH, declare and state as follows:

1. I am the Chief Executive Officer of JND Legal Administration LLC (“JND”). JND is a legal administration services provider with its headquarters located in Seattle, Washington. JND has extensive experience with all aspects of legal administration and has administered settlements in hundreds of class action cases.

1 DECLARATION OF JENNIFER M. KEOUGH CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 3 of 14

2. JND is serving as the Settlement Administrator1 in the above-captioned litigation (“Action”) as ordered by the Court in its Order Granting Preliminary Approval of Class Action Settlement, Preliminarily Certifying a Class for Settlement Purposes, Approving Form and Manner of Class Notice, Preliminarily Approving Plan of Allocation and Scheduling a Date for a Fairness Hearing (“Order”). This Declaration is based on my personal knowledge, as well as upon information provided to me by experienced JND employees, and if called upon to do so, I could and would testify competently thereto. CLASS MEMBER DATA

3. On December 9, 2019, JND received from Defendants two spreadsheets containing, among other information, the names, mailing addresses, and Social Security numbers of individuals identified as potential Settlement Class members. The data also identified whether each potential Settlement Class member had been enrolled in the 403(b) Retirement Savings Plan or the 401(k) Retirement Savings Plan. The spreadsheets contained contact information and other identifying data for a total of 69,570 records. 4. At the Parties’ request, prior to mailing JND conducted advanced address research

(via skip-trace databases) in order to identify current mailing address information. Additionally, JND updated the Settlement Class member address information using data from the National Change of Address (“NCOA”) database.2 Further, JND analyzed the raw data to remove duplicate records within each spreadsheet. JND identified 12 duplicate records, resulting in 69,558 unique

Settlement Class member records. The Settlement Class member data was promptly loaded into a database established for this Action.

1 Capitalized terms used and otherwise not defined in this Declaration shall have the meanings given such terms in the Settlement Agreement. 2 The NCOA database is the official United States Postal Service (“USPS”) technology product which makes changes of address information available to mailers to help reduce undeliverable mail pieces before mail enters the mail stream. This product is an effective tool to update address changes when a person has completed a change of address form with the USPS. The address information is maintained on the database for 48 months.

2 DECLARATION OF JENNIFER M. KEOUGH CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 4 of 14

NOTICE MAILING 5. Pursuant to the Settlement, on December 20, 2019, JND sent the Court-approved double-sided 8-page self-mailer Class Notice via U.S. Postal Service first-class mail to 69,558 Settlement Class members. A representative sample of the Class Notice is attached hereto as Exhibit A. 6. As of the date of this Declaration, JND tracked 4,268 Class Notices that were returned to JND as undeliverable. Of these undeliverable Class Notices, JND re-mailed 1,393

Class Notices to forwarding addresses provided by the USPS. One (1) re-mailed Class Notice was returned as undeliverable. 7. As of the date of this Declaration, 66,682 Settlement Class members were mailed a Class Notice which was not returned as undeliverable. 8. As of the date of this Declaration, 2,876 of Class Notices remain undeliverable, resulting in a 95.87% Class Notice delivery success rate. SETTLEMENT WEBSITE

9. On December 20, 2019, JND established a Settlement Website (www.AllinaErisaSettlement.com), which hosts copies of important case documents, such as the Settlement Agreement with Exhibits, answers to frequently asked questions, and includes contact information for Class Counsel and the Settlement Administrator.

10. As of the date of this Declaration, the Settlement Website has tracked 2,765 unique users who registered 6,023 page views. TOLL-FREE INFORMATION LINE

11. On December 20, 2019, JND established a case-specific toll-free telephone number (1-855-961-0951) for Settlement Class members to call to obtain information about the Settlement. The toll-free number is accessible 24 hours a day, seven (7) days a week. 12. As of the date of this Declaration, the toll-free number has received 448 calls.

3 DECLARATION OF JENNIFER M. KEOUGH CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 5 of 14

REQUESTS FOR EXCLUSION

13. The Class Notice informed Settlement Class members that pursuant to Federal

Rule of Civil Procedure 23(b)(1), Settlement Class members do not have the right to exclude themselves from the Settlement.

OBJECTIONS 14. The Class Notice informed recipients that any Settlement Class member who wished to object to approval of the Settlement could do so by submitting a written statement to the Court no later than March 16, 2020. 15. As of the date of this Declaration, JND understands that four (4) objections have been filed with the Court for this Action. JND has not received copies of any objections.

I declare under penalty of perjury pursuant to the laws of the United States of America that the foregoing is true and correct. Executed on March 6, 2020 at Seattle, WA.

JENNIFER M. KEOUGH

4 DECLARATION OF JENNIFER M. KEOUGH CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 6 of 14

EXHIBIT A CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 7 of 14 UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

Judy Larson, Janelle Mausolf, and Karen Case No. 17-cv-03835 (SRN/SER) Reese, individually and on behalf of themselves and all others similarly situated,

Plaintiffs,

vs.

Defendants.

NOTICE OF CLASS ACTION SETTLEMENT

A federal court has authorized this Notice. This is not a solicitation from a lawyer.

PLEASE READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR RIGHTS

You are receiving this Notice of Class Action Settlement (“Notice”) because the records of the Allina Health System (“Allina”) 403(b) Retirement Savings Plan (the “403(b) Plan”) and the Allina 401(k) Retirement Savings Plan (the “401(k) Plan” and, collectively, the “Plans”) indicate that you were a participant in one or both of the Plans who maintained a balance of any amount at any point during the period from August 18, 2011 and November 21, 2019, (the “Class Period”). As such, your rights may be affected by a proposed settlement of this class action lawsuit (the “Settlement”). Please read the following information carefully to find out what the lawsuit is about, what the terms of the proposed Settlement are, what rights you have to object to the proposed Settlement Agreement if you disagree with its terms, and what deadlines apply. This Notice contains summary information with respect to the Settlement. The complete terms and conditions of the Settlement are set forth in a Settlement Agreement (“Settlement Agreement”). Capitalized terms used in this Notice, but not defined in this Notice, have the meanings assigned to them in the Settlement Agreement. The Settlement Agreement, and additional information with respect to this lawsuit and the Settlement is available at an Internet site dedicated to the Settlement, www.AllinaERISAsettlement.com. The Court in charge of this case is the United States District Court for the District of Minnesota. The persons who sued on behalf of themselves and the Plans are called the “Named Plaintiffs,” and the people they sued are called “Defendants.” The Named Plaintiffs are Judy Larson, Janelle Mausolf, and Karen Reese. The Defendants are Allina Health System; the Allina Health System Board of Directors; the Allina Health System Retirement Committee; the Allina Health System Chief Administrative Officer; the Allina Health System Chief Human Resources Officer; Clay Ahrens; John I. Allen; Jennifer Alstad; Gary Bhojwani; Barbara Butts-Williams; John R. Church; Laura Gillund; Joseph Goswitz; Greg Heinemann; David Kuplic; Hugh T. Nierengarten; Sahra Noor; Brian Rosenberg; Debbra L. Schoneman; Thomas S. Schreier, Jr.; Abir Sen, Sally J. Smith; Darrell Tukua; Penny Wheeler; Duncan Gallagher; Christine Webster Moore; Kristyn Mullin; Steve Wallner; and John T. Knight. The Action is known as Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.).

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 1 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 8 of 14

YOUR LEGAL RIGHTS AND OPTIONS UNDER THE SETTLEMENT YOU ARE NOT REQUIRED TO If the Settlement is approved by the Court and you are a member of the FILE A CLAIM IF YOU ARE Settlement Class, you will not need to file a claim in order to receive a ENTITLED TO A PAYMENT Settlement payment if you are entitled to receive a payment under the UNDER THE SETTLEMENT Settlement Agreement. AGREEMENT. HOW SETTLEMENT PAYMENTS If you are currently participating or have an account balance in the Plans and WILL BE DISTRIBUTED. are a Settlement Class member, any share of the Net Proceeds to which you are entitled will be deposited into your Plan account. If you are a Former Participant (i.e., no longer a participant in either of the Plans) but are a Settlement Class member whose calculated share of the Net Proceeds, hereafter referred to as the “Entitlement Amount,” is determined to be Two Hundred Dollars ($200.00) or more, you will be given the option to either roll over your distribution amount to an eligible individual retirement account or other eligible employer plan, or receive payment directly by check. If you are a Former Participant and a Settlement Class member whose Entitlement Amount is determined to be less than Two Hundred Dollars ($200.00), such funds shall be paid directly to you by the Settlement Administrator. YOU MAY OBJECT TO THE If you wish to object to any part of the Settlement, you may (as discussed SETTLEMENT BY below) write to the Court and the attorneys for the Parties about why you object MARCH 16, 2020. to the Settlement. YOU MAY ATTEND THE If you submit a written objection to the Settlement to the Court and counsel FAIRNESS HEARING TO BE HELD before the Court-approved deadline, you may (but do not have to) attend the ON APRIL 16, 2020. Fairness Hearing about the Settlement and present your objections to the Court. You may attend the Fairness Hearing even if you do not file a written objection, but you will only be allowed to speak at the Fairness Hearing if you file a written objection in advance of the Fairness Hearing AND you file a Notice of Intention To Appear, as described in the answer to Question 16 in this Notice.

• These rights and options—and the deadlines to exercise them—are explained in this Notice. • The Court still has to decide whether to approve the Settlement. Payments will be made only if the Court approves the Settlement and that approval is upheld in the event of any appeal. Further information regarding this litigation and this Notice may be obtained by contacting the following Class Counsel: Mark K. Gyandoh, Esq. c/o KESSLER TOPAZ MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087 Telephone: (610) 667-7706 Facsimile: (610) 667-7056 Class Counsel has established a toll-free phone number to receive your comments and questions: 1-855-961-0951. You may also send an email to [email protected]. You should contact Class Counsel with any questions regarding this Settlement, not the Court, Allina or counsel for the Defendants.

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 2 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 9 of 14

WHAT THIS NOTICE CONTAINS SUMMARY OF SETTLEMENT ...... 3 BASIC INFORMATION ...... 4 1. WHY DID I GET THIS NOTICE PACKAGE? ...... 4 2. WHAT IS THE ACTION ABOUT? ...... 4 3. WHY IS THIS CASE A CLASS ACTION? ...... 5 4. WHY IS THERE A SETTLEMENT? ...... 5 5. HOW DO I KNOW WHETHER I AM PART OF THE SETTLEMENT? ...... 5 THE SETTLEMENT BENEFITS—WHAT YOU GET ...... 5 6. WHAT DOES THE SETTLEMENT PROVIDE? ...... 5 7. HOW MUCH WILL MY PAYMENT BE? ...... 6 8. HOW MAY I RECEIVE A PAYMENT? ...... 6 9. WHEN WOULD I GET MY PAYMENT? ...... 6 10. CAN I GET OUT OF THE SETTLEMENT? ...... 7 THE LAWYERS REPRESENTING YOU ...... 7 11. DO I HAVE A LAWYER IN THE CASE? ...... 7 12. HOW WILL THE LAWYERS BE PAID? ...... 7 13. HOW DO I TELL THE COURT IF I DO NOT LIKE THE SETTLEMENT? ...... 7 THE FAIRNESS HEARING ...... 8 14. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? ...... 8 15. DO I HAVE TO COME TO THE HEARING? ...... 8 16. MAY I SPEAK AT THE HEARING? ...... 8 IF YOU DO NOTHING ...... 8 17. WHAT HAPPENS IF I DO NOTHING AT ALL? ...... 8 GETTING MORE INFORMATION ...... 8 18. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT? ...... 8

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 3 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 10 of 14 STATEMENT OF ATTORNEYS’ FEES AND EXPENSES SOUGHT IN THE ACTION Class Counsel will apply to the Court for an order awarding attorneys’ fees not in excess of thirty-three and one third percent (33 1/3%) of the Settlement Amount (a maximum amount of $808,252.5), plus reimbursement of expenses up to a maximum of $50,000. Any amount awarded will be paid from the Settlement Fund. Defendants have no responsibility for payment of such fees and expenses. WHAT WILL THE NAMED PLAINTIFFS GET? The Named Plaintiffs will share in the allocation of the Net Proceeds on the same basis as all other members of the Settlement Class. In addition, the Named Plaintiffs will ask the Court to award up to $5,000 to each of the Named Plaintiffs as Case Contribution Awards for their participation in the Action and representation of the Settlement Class. Any such awards will be paid solely from the Settlement Fund.

BASIC INFORMATION

1. WHY DID I GET THIS NOTICE PACKAGE? You or someone in your family may have been a participant in or a beneficiary of the Plans during Class Period, during which time your Plan account included investments in any of the Plans’ investment options. The Court directed that this Notice be sent to you because if you fall within the definition of the Settlement Class, you have a right to know about the Settlement and the options available to you regarding the Settlement before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, the Net Proceeds will be distributed to the Settlement Class members according to a Court-approved Plan of Allocation described below. This Notice describes the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

2. WHAT IS THE ACTION ABOUT? The Action claims that under ERISA, the Defendants owed fiduciary duties of loyalty, care, and prudence to the Plans and that they violated those duties in connection with the selection and monitoring of the Plans’ investment options. During the Class Period, participants in the Plans were able to allocate their account balances among various investment funds. Named Plaintiffs allege that as jumbo plans, the Plans had substantial bargaining power regarding the fees and expenses that were charged against participants’ investments. Defendants, however, did not try to reduce the Plans’ expenses or exercise appropriate judgment to scrutinize each investment option that was offered in the Plans to ensure it was prudent. Instead, Defendants abdicated their fiduciary oversight, allowing the Plans’ trustee, Fidelity, to lard the Plans with high-cost, non-Fidelity mutual funds through which Fidelity received millions of dollars in revenue sharing payments, while also giving Fidelity discretion to add any Fidelity mutual fund that Fidelity had available, regardless of whether the funds were duplicative of other options, had high costs, were performing poorly, or were otherwise inappropriate as retirement savings options for the Plans’ participants. THE DEFENSES IN THE ACTION Defendants deny all of the claims and allegations made in the Action and deny that they ever engaged in any wrongful conduct. If the Action were to continue, the Defendants would raise numerous defenses to liability, including: • Defendants did not engage in any of the allegedly improper conduct charged in the Complaint; • Defendants were not fiduciaries of the Plan, or if they were fiduciaries, their fiduciary duties did not extend to the matters at issue in the Action; • To the extent that they were fiduciaries as to the matters at issue in the Action, Defendants fully and prudently discharged all of their fiduciary duties under ERISA; • Even if a court were to determine that Defendants failed to discharge any duty under ERISA, any such breach of fiduciary duty did not cause the Plans or its participants to suffer any loss. THE ACTION HAS BEEN AGGRESSIVELY LITIGATED Class Counsel have extensively investigated the allegations in the Action. Among other efforts, Class Counsel reviewed Plan- governing documents and materials, communications with Plan participants, U.S. Department of Labor filings, press releases, public statements, news articles and other publications, and other documents regarding the matters that the Named Plaintiffs allege in the Complaint. This Action was litigated by the Named Plaintiffs and Class Counsel for nearly two years before the Parties agreed on settlement terms. The Complaint in this matter was filed against Defendants on August 18, 2017, by Named Plaintiffs. Defendants filed a motion to dismiss the Complaint on December 15, 2017 that was denied in part, and granted in part by the Court on October 1, 2018. Defendants filed an answer to the Complaint on November 29, 2018. The parties

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 4 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 11 of 14 thereafter held a planning meeting to discuss, among other things, the nature and basis of the Parties’ claims and defenses, issues about preserving discoverable information, and a proposed discovery plan. The Parties then submitted a joint report regarding the meeting to the Court on January 2, 2019. The Court then held a conference on January 8, 2019 to discuss the contents of the Parties’ joint plan and to set a schedule for litigating this Action. Following the conference the Parties engaged in preliminary settlement discussions, which as discussed below, ulitimately led to the resolution of this Action. SETTLEMENT DISCUSSIONS The proposed Settlement is the product of hard-fought, lengthy negotiations between Class Counsel and the Defendants’ counsel. Over the course of several months, the Parties negotiated via several telephonic conferences and numerous email exchanges. Following arm’s-length negotiations, on April 5, 2019, Named Plaintiffs and Defendants, through their respective attorneys, reached an agreement to settle the Action on behalf of all participants in or beneficiaries of the Plan (except Defendants and their Immediate Family Members), at any time during the Class Period and who maintained a balance of any amount in the Plans during that time period.

THE SETTLEMENT BENEFITS—WHAT YOU GET

6. WHAT DOES THE SETTLEMENT PROVIDE? A Settlement Fund consisting of $2,425,000 is being established in the Action. The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Proceeds. The amount of the Net Proceeds will not be known until these amounts are quantified and deducted. The Net Proceeds will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court. The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment. If the Settlement is approved by the Court, all Settlement Class members and anyone claiming through them shall be deemed to fully release the Released Parties from Released Claims. The Released Parties include Defendants (including Allina) and any Person who served as a trustee or fiduciary of any kind of the Plans (including functional fiduciaries), together with, for each of the foregoing: any predecessors, Successors-In-Interest, present and former Representatives, direct or indirect parents, subsidiaries and affiliates, and any Person that controls, is controlled by, or is under common control with any of the foregoing. Released Claims are defined in the Settlement Agreement and include all claims that were or could have been asserted in the Action. This means that Settlement Class members will not have the right to sue the Released Parties for failure to prudently select and monitor the Plans’ investment options or related matters that occurred during the Class Period.

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 5 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 12 of 14 The above description of the proposed Settlement is only a summary. The complete terms, including the definitions of the Released Parties and Released Claims, are set forth in the Settlement Agreement (including its exhibits), which may be obtained at a dedicated Settlement Internet site, www.AllinaERISAsettlement.com or by contacting Class Counsel listed on Page 2 above.

7. HOW MUCH WILL MY PAYMENT BE? Your share (if any) of the Net Proceeds will depend on your alleged loss, compared to other Settlement Class members’ alleged losses, during the Class Period. Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (“Settlement Administrator”) selected by Class Counsel with Defendants’ approval. Because the Settlement Amount and Net Proceeds are less than the total losses alleged by the Settlement Class, each Settlement Class member’s portion of the Settlement Amount will be less than his or her alleged losses. You are not required to calculate the amount you may be entitled to receive under the Settlement as the Settlement Administrator will do so under the Plan of Allocation. In general, your proportionate share of the Settlement will be calculated as follows: • First, the Settlement Administrator will obtain balances for each Settlement Class member in their Plan accounts as of August 18, 2011 (or as close thereto as practicable) and as of December 31, 2011, and on December 31 of each subsequent year of the Class Period up to and including 2018. For 2019, the Agreement Execution Date will be used. The Settlement Class members’ Plan account balance, calculated as the sum of each Settlement Class member’s balance in their Plan accounts, at each such time will be known as the “Annual Account Balance.” • Second, the Net Proceeds will be allocated by calculating the sum of all Annual Account Balances for each year of the Class Period and then allocating each Settlement Class member a share of the Net Proceeds in propoportion to the sum of that Settlement Class member’s Annual Account Balance, where the numerator is the Settlement Class member’s Annual Account Balances and the denominator is the total of all Settlement Class member’s Annual Account Balances. • Settlement Class members who are entitled to a distribution of less than $10.00 will receive a distribution of $10.00. Settlement Class members’ awards falling below $10.00, will be progressively increased to $10.00 from the Net Proceeds and the Net Proceeds will be re-allocated until the lowest participating Settlement Class member award is $10.00. This modified award shall be known as the Class Member’s Entitlement Amount. You will not be required to produce records that show your Plan activity. If you are entitled to a share of the Settlement Fund, your share of the Settlement will be determined based on the Plans’ records for your account. If you have questions regarding the allocation of the Net Proceeds, please contact Class Counsel listed on Page 2 above.

8. HOW MAY I RECEIVE A PAYMENT? You do not need to file a claim. Although the Entitlement Amount is determined based on Settlement Class members’ account balances in both the Allina 401(k) Retirement Savings Plan and Allina 403(b) Retirement Savings Plan, the Entitlement Amount for Settlement Class members with an active account (an account with a positive balance) at the time of distribution will be paid into the Allina 401(k) Retirement Savings Plan. That is because the Allina 403(b) Retirement Savings Plan has been frozen since October 2010, and as of January 1, 2012, all eligible Allina employees became participants in the Allina 401(k) Retirement Savings Plan. For Former Participants whose Settlement Class member Entitlement Award as calculated by the Settlement Administrator is determined to be Two Hundred Dollars ($200.00) or more, such Former Particpant will have the opportunity to elect a tax- qualified rollover of his or her settlement payment to an individual retirement account or other eligible employer plan, which he or she has identified on a form to be provided by the Settlement Administrator, provided that the qualified Former Participant supplies adequate information to the Settlement Administrator to effect the rollover. If such Former Participant does not elect a rollover, or elects a rollover but fails to provide adequate information, the Former Participant will receive his or her settlement payment by check in the same maner as Former Participants with Class Member Entitlement Awards less than Two Hundred Dollars ($200.00) as described below. For Former Participants whose Final Dollar Recovery is determined to be less than Two Hundred Dollars ($200.00), they shall be paid directly by the Settlement Administrator. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue. If you are a former Plan participant and have not provided the Plans with your current address, please contact Class Counsel listed on Page 2 above. All payments under the Plan of Allocation are intended to be “restorative payments” in accordance with Internal Revenue Service Revnue Ruling 2002-45.

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 6 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 13 of 14 member. If objections are made to the Settlement or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years. The Settlement Fund, however, will be invested in secure, interest-bearing securities to the extent possible, and the interest income that is attributable to the Net Proceeds will be included in the amount paid to the Plan and allocated to Settlement Class members. There will be no payments if the Settlement Agreement is terminated. The Settlement Agreement may be terminated for several reasons, including if (1) the Court does not approve, or materially modifies the Settlement Agreement, or (2) the Court approves the Settlement Agreement but the approval is reversed or materially modified by an appellate court. If the Settlement Agreement is terminated, the Action will proceed again as if the Settlement Agreement had not been entered into. The Settlement is not conditioned upon the Court’s approval of attorneys’ fees and the reimbursement of expenses sought by Class Counsel and any appeal solely related thereto.

10. CAN I GET OUT OF THE SETTLEMENT? You do not have the right to exclude yourself from the Settlement. The Settlement Agreement provides for certification of the Settlement Class as a non-opt-out class action under Federal Rule of Civil Procedure 23(b)(1), and the Court has preliminarily determined that the requirements of that rule have been satisfied. Thus, it is not possible for any Settlement Class Members to exclude themselves from the Settlement. As a Settlement Class member, you will be bound by any judgments or orders that are entered in the Action for all claims that were or could have been asserted in the Action or are otherwise released under the Settlement. Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve it. For more information on how to object to the Settlement, see the answer to Question 13 below.

THE LAWYERS REPRESENTING YOU

11. DO I HAVE A LAWYER IN THE CASE? The Court has preliminarily appointed the law firms of Kessler Topaz Meltzer & Check LLP, Bailey & Glasser LLP, Izard Kindall & Raabe LLP, and Nichols Kaster, PLLP as Class Counsel for the Named Plaintiffs in the Action. You will not be charged directly by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

12. HOW WILL THE LAWYERS BE PAID? Class Counsel will file a motion for the award of attorneys’ fees of not more than one third (33 1/3%) of the Settlement Amount ($808,252.50), plus reimbursement of expenses incurred in connection with the prosecution of the Action up to a maximum of $50,000.00. This motion will be considered at the Fairness Hearing described below. OBJECTING TO THE ATTORNEYS’ FEES By following the procedures described in the answer to Question 13, you can tell the Court that you do not agree with the fees and expenses the attorneys intend to seek and ask the Court to deny their motion or limit the award.

13. HOW DO I TELL THE COURT IF I DO NOT LIKE THE SETTLEMENT? If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it. You can give reasons why you think the Court should not approve it. To object, you must send a letter or other writing saying that you object to the Settlement in Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.). Be sure to include your name, address, telephone number, signature, and a full explanation of all the reasons why you object to the Settlement. You must file your objection with the Clerk of the Court of the United States District Court for the District of Minnesota no later than March 16, 2020. The address is: Clerk of the Court United States District Court, District of Minnesota Warren E. Burger Federal Building & United States Courthouse 316 North Robert Street Suite 100 St. Paul, MN 55101 The objection must refer prominently to Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.).

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 7 OF 8 CASE 0:17-cv-03835-SRN-TNL Document 118-7 Filed 03/10/20 Page 14 of 14 THE FAIRNESS HEARING The Court will hold a Fairness Hearing to decide whether to approve the Settlement as fair, reasonable, and adequate. You may attend the Fairness Hearing, and you may ask to speak, but you do not have to attend. It is your obligation to ensure that your written objection is filed with the Court by no later than March 16, 2020.

14. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? The Court will hold the Fairness Hearing at 9:30 a.m. on April 16, 2020, at the United States District Court for the District of Minnesota, Warren E. Burger Federal Building & United States Courthouse, 316 North Robert Street, St. Paul, MN 55101, Courtroom 7B before the Hon. Susan Richard Nelson, or such other courtroom as the Court may designate. The Court may adjourn the Fairness Hearing without further notice to the Settlement Class, so if you wish to attend, you should confirm the date and time of the Fairness Hearing with Class Counsel before doing so. At that hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will also rule on the motions for attorneys’ fees and reimbursement of expenses and for Case Contribution Awards for the Named Plaintiffs. The Parties do not know how long these decisions will take or whether appeals will be filed.

16. MAY I SPEAK AT THE HEARING? If you submit a written objection to the Settlement to the Court and counsel before the Court-approved deadline, you may (but do not have to) attend the Fairness Hearing and present your objections to the Court. You may attend the Fairness Hearing even if you do not file a written objection, but you will only be allowed to speak at the Fairness Hearing if you file a written objection in advance of the Fairness Hearing AND you file a Notice of Intention To Appear, as described in this paragraph. To do so, you must file with the Court a letter or other paper called a “Notice of Intention To Appear at Fairness Hearing in Larson et al. v. Allina Health System et al., No. 17-cv-03835-SRN/SER (D. Minn.).” Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention To Appear must be filed with the Clerk of the Court at the address listed in the answer to Question 13 no later than March 30, 2020.

IF YOU DO NOTHING

17. WHAT HAPPENS IF I DO NOTHING AT ALL? If you do nothing and you are a Settlement Class member, you will participate in the Settlement of the Action as described above in this Notice.

GETTING MORE INFORMATION

18. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT? Yes. This Notice summarizes the proposed Settlement. The complete terms are set forth in the Settlement Agreement. You may obtain a copy of the Settlement Agreement by making a written request to Class Counsel listed on Page 2 above. Copies may also be obtained at a dedicated Settlement website, www.AllinaERISAsettlement.com, by calling the toll-free number, 1-855-961-0951, or by sending an email to [email protected]. You are encouraged to read the complete Settlement Agreement. DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, THE COMPANY, OR DEFENDANTS REGARDING THIS NOTICE. THEY WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS.

QUESTIONS? VISIT WWW.ALLINAERISASETTLEMENT.COM OR CALL TOLL-FREE 1-855-961-0951 DO NOT CONTACT THE COURT OR ALLINA WITH YOUR QUESTIONS. PAGE 8 OF 8