Notice of Motion and Motion for Final Approval of Settlement

Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 1 of 29

1 Laurence D. King (SBN 206423) Hartley M. K. West (SBN 191609) Matthew B. George (SBN 239322) KOBRE & KIM LLP 2 Mario M. Choi (SBN 243409) 150 California Street, 19th Floor KAPLAN FOX & KILSHEIMER LLP San Francisco, CA 94111 3 1999 Harrison Street, Suite 1560 Telephone: 415-582-4781 Oakland, CA 94612 [email protected] 4 Telephone: 415-772-4700 Facsimile: 415-772-4707 Matthew I. Menchel (pro hac vice) 5 [email protected] KOBRE & KIM LLP [email protected] 201 South Biscayne Boulevard, Suite 1900 6 [email protected] Miami, FL 33131 Telephone: 305-967-6108 7 Frederic S. Fox (pro hac vice) [email protected] Donald R. Hall (pro hac vice) 8 KAPLAN FOX & KILSHEIMER LLP 850 Third Avenue, 14th Floor 9 New York, NY 10022 Telephone: 212-687-1980 10 Facsimile: 212-687-7714 [email protected] 11 [email protected]

12 Attorneys for Plaintiffs and the Settlement Class

13 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 14 OAKLAND DIVISION

15 MARTIN SCHNEIDER, SARAH Case No. 4:16-cv-02200-HSG (KAW) DEIGERT, THERESA GAMAGE, and 16 NADIA PARIKKA, Individually and on NOTICE OF MOTION AND MOTION Behalf of All Others Similarly Situated, FOR FINAL APPROVAL OF 17 SETTLEMENT; MEMORANDUM OF Plaintiffs, POINTS AND AUTHORITIES IN 18 SUPPORT THEREOF v. 19 Judge: Hon. Haywood S. Gilliam, Jr. CHIPOTLE MEXICAN GRILL, INC., a Courtroom: 2, 4th Floor 20 Delaware Corporation, Date: July 30, 2020 Time: 2:00 p.m. 21 Defendant.

Case No. 4:16-cv-02200-HSG (KAW) NOTICE OF MOT. AND MOT. FOR FINAL APPR. OF SETTLEMENT; MPA ISO THEREOF

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1 NOTICE OF MOTION AND MOTION

2 TO ALL PARTIES AND THEIR RESPECTIVE ATTORNEYS OF RECORD:

3 PLEASE TAKE NOTICE that on July 30, 2020, at 2 p.m., in Courtroom 2 of the United

4 States District Court for the Northern District of California, Ronald V. Dellums Federal Building

5 and U.S. Courthouse, 1301 Clay Street, Oakland, California 94612, the Honorable Haywood S.

6 Gilliam, Jr., presiding, Plaintiffs and Settlement Class Representatives Martin Schneider, Sarah

7 Deigert, Theresa Gamage, and Nadia Parikka (“Plaintiffs”) will and hereby do move for an Order

8 pursuant to Rule 23 of the Federal Rules of Civil Procedure (“Rule”): (i) granting final approval of

9 the proposed Settlement1 with Defendant Chipotle Mexican Grill, Inc. (“Defendant” or “Chipotle”);

10 (ii) finally approving Plaintiffs’ Plan of Allocation; and (iii) dismissing with prejudice Plaintiffs’

11 claims against Defendant.

12 This motion is based upon this Notice of Motion and Motion, the Memorandum of Points

13 and Authorities set forth below, the accompanying Declaration of Laurence D. King in Support of

14 Plaintiffs’ Motion for Final Approval of Settlement, dated June 1, 2020 (“King Declaration”), and

15 the exhibits thereto, the Motion for Attorneys’ Fees, Expenses, and Service Awards, filed April 24,

16 2020 (“Fees Motion”) (Dkt. 224), and accompanying Declaration of Laurence D. King in Support

17 of Plaintiffs’ Motion for Attorneys’ Fees, Expenses, and Service Awards (“King Fees Declaration”)

18 (Dkt. 224-1), and the exhibits thereto, the pleadings and records on file in this Action, and other

19 such matters and argument as the Court may consider at the hearing of this motion.

20 STATEMENT OF ISSUES TO BE DECIDED

21 1. Whether the Court should grant final approval of the Settlement.

22 2. Whether the Court should finally approve the Plan of Allocation.

23 3. Whether the Court should dismiss with prejudice Plaintiffs’ claims against

24 Defendant. 25

1 All capitalized terms are defined in the Settlement Agreement and Release (“Settlement” or 28 “Stipulation”), filed September 11, 2019 (Dkt. 205-2), unless otherwise noted. - i - Case No. 4:16-cv-02200-HSG (KAW) NOTICE OF MOT. AND MOT. FOR FINAL APPR. OF SETTLEMENT; MPA ISO THEREOF

Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 3 of 29 TABLE OF CONTENTS Page

1 MEMORANDUM OF POINTS AND AUTHORITIES ...... 1

2 I. INTRODUCTION ...... 1

3 II. BACKGROUND ...... 3

4 III. CLASS NOTICE AND CLAIMS ADMINISTRATION ...... 3

5 A. Notice And Settlement Administration ...... 3

6 B. Claims, Objections, And Requests For Exclusion ...... 5

7 IV. ARGUMENT ...... 5

8 A. Legal Standard For Final Approval Of Class Settlements ...... 5

9 B. The Settlement Is Fair, Reasonable, And Adequate, And Should Be Approved ...... 6 10 1. The Settlement Resulted From Informed, Arms’-Length 11 Negotiations ...... 8

12 2. The Relief Under The Settlement Is Adequate And Balances The Risks And Expense Of Trial ...... 11 13 a. The Strength Of Plaintiffs’ Case And The Risk Of 14 Continuing Litigation Weighs In Favor Of Approval ...... 11

15 b. The Settlement Amount Constitutes A Substantial, Immediate Recovery For The Class And Weighs In Favor 16 Of Approval ...... 13

17 c. The Experienced View Of Counsel And Response Of Class Members Weigh In Favor Of Approval ...... 15 18 d. The Claims Process Is Convenient And Effective, And The 19 Requested Attorneys’ Fees Are Reasonable ...... 17

20 3. The Settlement Treats All Class Members Equally ...... 18

21 C. The Court Approved Notice Program Satisfies Due Process And Adequately Provided Notice To Class Members ...... 18 22 D. The Plan Of Allocation Is Fair, Reasonable, And Adequate, And Should Be 23 Finally Approved ...... 20

24 V. CONCLUSION ...... 21 25

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Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 4 of 29 TABLE OF AUTHORITIES Page(s)

1 Cases 2 Bautista v. Harvest Mgmt. Sub LLC, No. CV12-10004 FMO (CWx), 2014 WL 12579822 (C.D. Cal. July 14, 2014) ...... 17 3 Bostick v. Herbalife Int’l of Am., Inc., 4 No. CV 13-2488 BRO (SHx), 2015 WL 12731932 (C.D. Cal. May 14, 2015) ...... 15

5 Bower v. Cycle Gear, Inc., No. 14-cv-02712-HSG, 2016 WL 4439875 (N.D. Cal. Aug. 23, 2016) ...... 11 6 Briseno v. ConAgra Foods, Inc., 7 844 F.3d 1121 (9th Cir. 2017)...... 19, 20

8 Broomfield v. Craft Brew Alliance, Inc., No. 17-cv-01027-BLF, 2020 WL 1972505 (N.D. Cal. Feb. 5, 2020) ...... passim 9 Brown v. Hain Celestial Grp., Inc., 10 No. 3:11-CV-03082-LB, 2016 WL 631880 (N.D. Cal. Feb. 17, 2016) ...... 12

11 Campbell v. Facebook, Inc., 951 F.3d 1106 (9th Cir. 2020)...... 10 12 Churchill Vill., LLC v. Gen. Elec., 13 361 F.3d 566 (9th Cir. 2004)...... 7, 8

14 Class Plaintiffs v. Seattle, 955 F.2d 1268 (9th Cir. 1992)...... 6, 8 15 Curtis–Bauer v. Morgan Stanley & Co., Inc., 16 No. 06–C–3903 TEH, 2008 WL 4667090 (N.D. Cal. Oct. 22, 2008) ...... 13

17 Dickey v. Advanced Micro Devices, Inc., No. 15-cv-04922-HSG, 2020 WL 870928 (N.D. Cal. Feb. 21, 2020) ...... 7, 9, 14, 17 18 Downey Surgical Clinic, Inc. v. Optuminsight, Inc., 19 No. CV09-5457PSG (JCx), 2016 WL 5938722 (C.D. Cal. May 16, 2016) ...... 14

20 Free Range Content, Inc. v. Google, LLC, No. 14-cv-02329-BLF, 2019 WL 299504 (N.D. Cal. Mar. 21, 2019) ...... 9, 15 21 Graves v. United Indus. Corp., 22 No. 2:17-cv-06983-CAS-SKx, 2020 WL 953210 (C.D. Cal. Feb. 24, 2020) ...... 13

23 Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. 1998)...... 7 24 Hefler v. Wells Fargo & Co., 25 No. 16-CV-05479-JST, 2018 WL 6619983 (N.D. Cal. Dec. 18, 2018) ...... 17, 20

26 Hendricks v. Starkist Co., No. 13-CV-00729-HSG, 2016 WL 5462423 (N.D. Cal. Sept. 29, 2016), aff’d sub nom. 27 Hendricks v. Ference, 754 F. App’x 510 (9th Cir. 2018) ...... 11, 12 28

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Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 5 of 29 TABLE OF AUTHORITIES (cont.) Page(s) 1 Holloway v. Bristol-Myers Corp., 2 485 F.2d 986 (D.C. Cir. 1973) ...... 16

3 Hunter v. Nature’s Way Prods., LCC, No. 3:16-cv-532-WQH-AGS, 2020 WL 71160 (S.D. Cal. Jan. 6, 2020) ...... 19 4 In re Aftermarket Auto. Lighting Prod. Antitrust Litig., 5 No. 09 MDL 2007-GW(PJWX), 2014 WL 12591624 (C.D. Cal. Jan. 10, 2014) ...... 20

6 In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935 (9th Cir. 2011)...... 10 7 In re Citric Acid Antitrust Litig., 8 145 F. Supp. 2d 1152 (N.D. Cal. 2001) ...... 18, 20

9 In re Extreme Networks, Inc. Sec. Litig., No. 15-CV-04883-BLF, 2019 WL 3290770 (N.D. Cal. July 22, 2019) ...... 13, 18 10 In re Hyundai & Kia Fuel Econ. Litig., 11 926 F.3d 539 (9th Cir. 2019)...... 11

12 In re Lenovo Adware Litig., No. 15-md-02624-HSG, 2019 WL 1791420 (N.D. Cal. Apr. 24, 2019) ...... passim 13 In re Linkedin User Privacy Litig., 14 309 F.R.D. 573 (N.D. Cal. 2015) ...... 17

15 In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454 (9th Cir. 2000)...... 8, 9 16 In re Netflix Privacy Litig., 17 No. 5:11-CV-00379 EJD, 2013 WL 1120801 (N.D. Cal. Mar. 18, 2013) ...... 8

18 In re Nexus 6P Prods. Liab. Litig., No. 17-cv-02185-BLF, 2019 WL 6622842 (N.D. Cal. Nov. 12, 2019) ...... 7, 18 19 In re Omnivision Techs., Inc., 20 559 F. Supp. 2d 1036 (N.D. Cal. 2008) ...... 13, 15

21 In re Online DVD-Rental Antitrust Litig., 779 F.3d 934 (9th Cir. 2015)...... 1 22 In re Tableware Antitrust Litig., 23 484 F. Supp. 2d 1078 (N.D. Cal. 2007) ...... 18

24 In re Toys R Us-Delaware, Inc.—Fair and Accurate Credit Transactions Act (FACTA) Litig., 295 F.R.D. 438 (C.D. Cal. 2014) ...... 10, 13 25 In re Volkswagen “Clean Diesel” Mktg., Sales Practice & Prods. Liab. Litig., 26 229 F. Supp. 3d 1052 (N.D. Cal. 2017) ...... 6

27 Johnson v. Gen. Mills, Inc., No. SACV 10-00061-CJC, 2013 WL 3213832 (C.D. Cal. June 17, 2013) ...... 14 28

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Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 6 of 29 TABLE OF AUTHORITIES (cont.) Page(s) 1 Larsen v. Trader Joe’s Co., 2 No. 11-CV-05188-WHO, 2014 WL 3404531 (N.D. Cal. July 11, 2014) ...... 14

3 Linney v. Cellular Alaska P’ship, 151 F.3d 1234 (9th Cir. 1998)...... 8, 15 4 Littlejohn v. Ferrara Candy Co., 5 No. 3:18-cv-00658-AJB-WVG, 2019 WL 2514720 (S.D. Cal. June 17, 2019) ...... 19

6 Nat'l Rural Telecomms. Coop. v. DIRECTV, Inc., 221 F.R.D. 523 (C.D. Cal. 2004) ...... 12 7 Noll v. eBay, Inc., 8 309 F.R.D. 593 (N.D. Cal. 2015) ...... 15

9 Norris v. Mazzola, No. 15-CV-04962-JSC, 2017 WL 6493091 (N.D. Cal. Dec. 19, 2017) ...... 6 10 Officers for Justice v. Civil Serv. Com'n of the City and Cty. of San Francisco, 11 688 F.2d 615 (9th Cir. 1982)...... 7, 13

12 Phillips Petro. Co. v. Shutts, 472 U.S. 797 (1985) ...... 18 13 Retta v. Millennium Prods., Inc., 14 No. CV15-1801 PSG AJWx, 2017 WL 5479637 (C.D. Cal. Aug. 22, 2017) ...... 12

15 Roes, 1-2 v. SFBSC Mgmt., LLC, 944 F.3d 1035 (9th Cir. 2019)...... 10 16 Sadowska v. Volkswagen Grp. of Am., Inc., 17 No. CV 11-00665-BRO AGRX, 2013 WL 9600948 (C.D. Cal. Sept. 25, 2013) ...... 13

18 Schneider v. Chipotle Mexican Grill, Inc., No. 16-cv-02200-HSG, 2019 WL 570751 (N.D. Cal. Feb. 12, 2019) ...... 10 19 Schneider v. Chipotle Mexican Grill, Inc., 20 No.16-cv-02200-HSG, 2019 WL 1512265 (N.D. Cal. Apr. 8, 2019)...... 4

21 Schneider v. Chipotle Mexican Grill, Inc., No. 16-cv-02200-HSG, 2020 WL 511953 (N.D. Cal. Jan. 31, 2020) ...... passim 22 Schneider v. Chipotle Mexican Grill, Inc., 23 328 F.R.D. 520 (N.D. Cal. 2018) ...... 10, 12

24 Shvager v. ViaSat, Inc., No. CV 12-10180 MMM (PJWx), 2014 WL 12585790 (C.D. Cal. Mar. 10, 2014) ...... 14 25 Spann v. J.C. Penney Corp., 26 314 F.R.D. 312 (C.D. Cal. 2016) ...... 11

27 Stovall-Gusman v. W.W. Granger, Inc., No. 13-cv-02540-HSG, 2015 WL 3776765 (N.D. Cal. June 17, 2015) ...... 14 28

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Case 4:16-cv-02200-HSG Document 226 Filed 06/01/20 Page 7 of 29 TABLE OF AUTHORITIES (cont.) Page(s) 1 Vasquez v. Coast Valley Roofing, 2 670 F. Supp. 2d 1114 (E.D. Cal. 2009) ...... 6

3 Statutes 4 28 U.S.C. 5 § 1715(a) (Class Action Fairness Act of 2005, "CAFA") ...... 4, 17

6 15 U.S.C. § 45 (Fed. Trade Comm'n Act, Section 5) ...... 1, 5, 16 7 California Civil Code 8 § 1781(d) (California Consumers Legal Remedies Act) ...... 4

10 Rules 11 Federal Rules of Civil Procedure Rule 23 ...... 6 12 Rule 23(a) ...... 1 Rule 23(b)(3) ...... 1 13 Rule 23(c)(2) ...... 19 Rule 23(e) ...... 5, 7, 8, 19 14 Rule 23(e)(2) ...... 7, 9 Rule 23(e)(2)(A)-(B) ...... 8 15 Rule 23(e)(2)(C)(i) ...... 11 Rule 23(e)(2)(C)(ii) ...... 17 16 Rule 23(e)(2)(C)(ii)-(iv) ...... 20 Rule 23(e)(2)(C)(iv) ...... 18 17 Rule 23(e)(2)(D) ...... 18 Rule 23(e)(3) ...... 18 18 Rule 23(h) ...... 19

20 Treatises 21 MANUAL FOR COMPLEX LITIGATION, FOURTH 22 § 23.63 (Fed. Jud. Ctr. 2004) ...... 6

23 William B. Rubenstein, Albert Conte & Herbert Newberg, 4 NEWBERG ON CLASS ACTIONS §§ 13:39–40 (5th ed. 2014) ...... 6 24

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1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. INTRODUCTION

3 On January 31, 2020, the Court granted preliminary approval of the proposed Settlement,

4 provisionally certifying the proposed Settlement Class pursuant to )Rule 23(a) and 23(b)(3) for

5 settlement purposes and directed Class Notice to the Settlement Class (Dkt. 219). See Schneider v.

6 Chipotle Mexican Grill, Inc., No. 16-cv-02200-HSG, 2020 WL 511953 (N.D. Cal. Jan. 31, 2020).

7 Pursuant to the Joint Stipulation and Order Setting Dates (“Scheduling Order”) (Dkt. 222), the

8 Court scheduled the Final Approval Hearing for July 30, 2020.

9 Plaintiffs filed their Fees Motion on April 24, 2020, detailing the history of the litigation

10 and the Settlement Class’s reception to the Settlement as of that time. Since then, the reaction of

11 the Settlement Class Members to the notice of the Settlement has continued to be positive, with

12 nearly 251,000 Claim Forms filed, one request for exclusion sought, and no objections received.2

13 Pursuant to the Scheduling Order, Plaintiffs now submit this memorandum in support of, among

14 other things, final approval of the Settlement.

15 The Settlement is “fair, reasonable, and adequate,” and represents a very good recovery for

16 the Settlement Class. See In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 945 (9th Cir.

17 2015). The Settlement provides for a cash Settlement Fund of $6.5 million. The Settlement delivers

18 considerable relief to the Settlement Class: indeed, eligible claimants will receive an amount greater

19 than the price premium calculated by Plaintiffs’ expert. Had the Settlement not been achieved,

20 Settlement Class Members would face substantial uncertainty and delay waiting for a successful

21 result in this litigation. Indeed, the Settlement Class would have continued to face significant

22 litigation risk in the form of the potential decertification of the certified classes, Daubert motions,

23 trial, and appeals. 24

25 2 Class Counsel have received letters disagreeing with the Settlement amount per claim and have 26 either requested mediation or allege that they are owed damages under the “Federal Trade Commission Act Section 5: Unfair or Deceptive Act or Practices.” See King Decl., Ex. B. For the 27 reasons set forth below, because these letters do not meet the requirements for a valid “objection” or a valid “opt out” under the terms of the Settlement, or are otherwise invalid, the Court should 28 reject them. See Settlement § V (“Procedures for Objecting to or Requesting Exclusion from Settlement”).

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1 The Settlement terms, Class Notice, and the Claims Process have been negotiated in

2 satisfaction of the Northern District’s Procedural Guidance for Class Action Settlements

3 (“Procedural Guidance”).3 The Settlement with Chipotle was negotiated at arms-length, delivers a

4 favorable result to the Settlement Class, and will avoid further protracted litigation. Based on

5 Plaintiffs’ expert, Class Counsel estimated a maximum, best case $24.5 million recovery at trial for

6 the three states originally at issue in this Action, had Plaintiffs prevailed. See King Fees Decl. ¶ 32.

7 Using assumptions provided by Chipotle, and based on a nationwide Settlement Class, Plaintiffs

8 extrapolated that the maximum recoverable damages would be approximately $87.5 million. Id.;

9 see also Suppl. Decl. of Laurence D. King in Further Supp. of Pltfs’ Unopp. Mot. for Prelim. Appr.

10 of Proposed Settlement, to Amend Compl. for Settlement Purposes, and to Modify Cl. Definitions,

11 dated Dec. 12, 2019 (Dkt. 213), ¶¶ 3-4. The Settlement thus represents approximately 7.4% of

12 Plaintiffs’ estimated recoverable damages. Id. Settlement Class Members nonetheless would

13 obtain a significant recovery, considering that Plaintiffs’ expert calculated the price premium of an

14 average $10 meal at Chipotle to be only $0.23 (2.47%). See Decl. of Laurence D. King in Support

15 of Pls’ Mot. for Cl. Cert., dated Nov. 17, 2017, Ex. 41 (Report of Dr. Jon A. Krosnick, dated

16 Aug. 11, 2017 (“Krosnick Rpt.”)) (Dkt. 95-42)).

17 Under the supervision of Class Counsel, Court-approved Class Action Settlement

18 Administrator Angeion Group, LLC (“Angeion”) has carried out the Class Notice plan approved

19 by the Court. Class Notice has included: (1) digital internet advertising, (2) newspaper publication,

20 once in People magazine and four times in the East Bay Times, (3) the maintenance of the

21 Settlement Website, and (4) a toll-free hotline accessible 24 hours a day, 7 days a week. Response

22 to Class Notice and to the Settlement has been strong, particularly for a notice program without any

23 direct notice. Should the Court grant final approval, over 250,000 Settlement Class Members will

24 be eligible to receive monetary payments.

25 Plaintiffs respectfully request that the Court grant final approval of the Settlement. 26

3 28 https://cand.uscourts.gov/forms/procedural-guidance-for-class-action-settlements/

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1 II. BACKGROUND

2 Plaintiffs have detailed the background of this Action in their Motion for Preliminary

3 Approval of Proposed Settlement, to Amend Complaint for Settlement Purposes, and to Modify

4 Class Definitions (“Preliminary Approval Motion”) (Dkt. 205), and in their Fees Motion. Plaintiffs

5 accordingly provide the following background only to the extent relevant to the instant motion. See

6 Procedural Guidance (“If the plaintiffs choose to file two separate motions, they should not repeat

7 the case history and background facts in both motions.”).

8 The Parties agreed to resolve the Action after four years of active litigation and three in-

9 person mediations. See Fees Mot. at 2-5; King Fees Decl. ¶¶ 9-31. Plaintiffs’ efforts in the Action

10 included completing substantial factual and expert discovery, extensive motion practice, and trial

11 preparation, as well as the three in-person mediations. Id.

12 Plaintiffs filed their Preliminary Approval Motion on September 11, 2019. The Parties

13 appeared at the preliminary approval hearing on December 5, 2019 (Dkt. 212). On January 31,

14 2020, the Court granted preliminary approval of the Settlement, provisionally certifying the

15 Settlement Class and directing Class Notice to be issued to Settlement Class Members pursuant to

16 the Settlement and Preliminary Approval Motion. Schneider, 2020 WL 511953, at *12. Pursuant

17 to the Scheduling Order, the Court directed Class Notice be issued to Settlement Class Members

18 no later than March 31, 2020.

19 Plaintiffs filed the Fees Motion on April 24, 2020. In the Fees Motion, Plaintiffs provided

20 the Court with a detailed background of the Action and the results of the Class Notice and Claims

21 Process to date. The current results of the Class Notice and Claims Process are detailed below.

22 After the Court grants final approval of the Settlement, Class Counsel will provide a post-

23 distribution accounting within 21 days after the distribution of the Settlement Awards. King Decl.

24 ¶ 7; see also Settlement § XXV (Settlement Timeline).

25 III. CLASS NOTICE AND CLAIMS ADMINISTRATION

26 A. Notice And Settlement Administration

27 The Court’s Preliminary Approval Order appointed Angeion to serve as Class Action

28 Settlement Administrator and to provide Class Notice to the Settlement Class. As detailed in the

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1 Declaration of Steven Weisbrot of Angeion Group, LLC Regarding Settlement Administration,

2 dated June 1, 2020 (“Weisbrot Declaration”), submitted as Exhibit A to the King Declaration, Class

3 Notice has been successfully implemented. Settlement Class Members have been notified of their

4 rights by Website Notice, Newspaper Publication Notice, and via an extensive digital media plan

5 to publish Notice of the Settlement. See id. ¶¶ 5-11.

6 Angeion operates the dedicated Settlement Website,

7 www.chipotlenongmoclassaction.com,4 as well as a dedicated toll-free number. Id. ¶¶ 7, 9. These

8 resources provide information about the Settlement and Claims Process to Settlement Class

9 Members in real time and allow them access to the Claim Form and other documents. Id. Among

10 other things, the Long Form Notice, Claim Form, Preliminary Approval Motion, Preliminary

11 Approval Order, Stipulation, Amended Class Action Complaint, and the Fees Motion have been

12 posted on the Settlement Website for public viewing and download. Id. The Settlement Website

13 is included on all forms of Class Notice provided to Settlement Class Members. As of May 31,

14 2020, there have been 226,387 unique visitors to the Website and approximately 509,603-page

15 views. Id. ¶ 8.

16 In addition, Angeion’s media plan included digital internet advertising serving 59,598,000

17 impressions on various websites, which targeted a potential audience size of 30,100,000. Id. ¶ 6;

18 see also Decl. of Steven Weisbrot of Angeion Group, LLC in Supp. of Mot. for Prelim. Appr. of

19 Cl. Action Settlement, filed Sept. 11, 2019 (Dkt. 205-12), ¶¶ 14, 19. Additionally, on or about

20 March 27, 2020, Angeion placed an advertisement in People magazine, and also placed

21 advertisements in the East Bay Times for four weeks, as required by the California Consumers

22 Legal Remedies Act, Cal. Civ. Code § 1781(d). Id. ¶ 5. Finally, Angeion caused notice to be

23 served pursuant to the Class Action Fairness Act of 2005 (“CAFA”), 28 U.S.C. § 1715(a), on

24 relevant government authorities. Id. ¶ 4. 25

4 26 The Website was established and operated by KCC Class Action Services (“KCC”) until the Court granted preliminary approval of the Settlement, whereby Angeion took over operation of and 27 reestablished the Website (Dkt. 180). See Schneider v. Chipotle Mexican Grill, Inc., No.16-cv- 02200-HSG, 2019 WL 1512265, at *5 (N.D. Cal. Apr. 8, 2019) (appointing KCC as Notice 28 Administrator).

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1 Roughly 72.64% of the Settlement Class was contacted through the dissemination of

2 internet advertisements and notice in People magazine, separate and apart from the publications in

3 the East Bay Times, Settlement Website, and via the toll-free hotline. Id. ¶ 11.

4 B. Claims, Objections, And Requests For Exclusion

5 The deadline to submit claims, request exclusion, or file an objection was May 30, 2020.

6 Id. ¶ 13.5 As of May 31, 2020, the Settlement Administrator received one timely request for

7 exclusion from the Settlement and no objections.6 Id.

8 The Claim Form was designed to allow for ease of use by Settlement Class Members to

9 submit claims online or by mail (Dkt. 205-5). As of May 31, 2020, Angeion has received 250,975

10 Claims, 4,386 Claims of which are supported with proofs of purchase. Weisbrot Decl. ¶ 12. These

11 Claims are subject to review and audit by Angeion. Id.

12 Subject to Angeion’s review and audit of received Claims, Class Counsel estimate that most

13 of the Net Settlement Fund (Settlement Fund minus Settlement Costs) will likely be distributed to

14 claimants, with a remainder for cy pres. King Decl. ¶ 5. Once Angeion completes its review and

15 audit of the received Claims, Plaintiffs will update the Court with more exact numbers in their reply

16 in further support of final approval. Id.

17 IV. ARGUMENT

18 A. Legal Standard For Final Approval Of Class Settlements

19 A class action may not be dismissed, compromised, or settled without approval of the Court.

20 Fed. R. Civ. P. 23(e). The settlement approval procedure includes three steps: (1) certification of

21 a settlement class and preliminary approval of the proposed settlement; (2) dissemination of notice

22 to class members; and (3) a formal fairness hearing, also known as a final approval hearing, at

23 which class members may be heard regarding the settlement, and at which counsel may present

24 5 Because mailed claims, exclusions, and objections must be postmarked by May 30, there may still be claims, exclusions, or objections in transit. Angeion will make a supplemental declaration for 25 any additional claims, exclusions, or objections received with Plaintiffs’ reply in further support of this motion. Should there be any further requests for exclusion and/or objections, Plaintiffs will 26 respond to them in their reply. 6 27 As noted above, Class Counsel received several letters disagreeing with the Settlement amount per claim and either seeking mediation or greater damages under Section 5 of the Federal Trade 28 Commission Act. See King Decl., Ex. B.

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1 argument concerning the fairness, adequacy, and reasonableness of the settlement. Vasquez v.

2 Coast Valley Roofing, 670 F. Supp. 2d 1114, 1124-25 (E.D. Cal. 2009); see also MANUAL FOR

3 COMPLEX LITIGATION, FOURTH § 23.63 (Fed. Jud. Ctr. 2004). This procedure safeguards

4 Settlement Class Members’ due process rights and enables the Court to fulfill its role as the

5 guardian of class interests. See William B. Rubenstein, Albert Conte & Herbert Newberg,

6 4 NEWBERG ON CLASS ACTIONS §§ 13:39–40 (5th ed. 2014).

7 The Court completed the first two steps when it granted preliminary approval of the

8 Settlement, preliminarily certified the Settlement Class, and approved Plaintiffs’ Class Notice

9 program (Dkt. 219). Schneider, 2020 WL 511953, at *12. There are no new facts that would alter

10 the conclusion that certification of the Settlement Class is warranted. And, the Class Notice

11 program was extensive and thorough under the circumstances, which entailed posting notice online

12 at the Settlement Website, creating and publishing banner ads on websites advertising notice of the

13 Settlement, and placing advertisements in the East Bay Times and in People magazine. See

14 Weisbrot Decl. ¶¶ 5-7.

15 The Settlement Administrator has confirmed that Class Notice program was successful. Id.

16 ¶ 11. Therefore, the Class Notice program fully complied with Rule 23 and due process. Id. ¶ 15.

17 B. The Settlement Is Fair, Reasonable, And Adequate, And Should Be Approved

18 The Ninth Circuit favors compromise and settlement of complex class actions. Class

19 Plaintiffs v. Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992) (citations omitted); see also In re

20 Volkswagen “Clean Diesel” Mktg., Sales Practice & Prods. Liab. Litig., 229 F. Supp. 3d 1052,

21 1061 (N.D. Cal. 2017) (citing Allen v. Bedolla, 787 F.3d 1218, 1223 (9th Cir. 2015)); Norris v.

22 Mazzola, No. 15-CV-04962-JSC, 2017 WL 6493091, at *4 (N.D. Cal. Dec. 19, 2017) (“Judicial

23 policy strongly favors settlement of class actions.”). Accordingly, courts are to give:

24 proper deference to the private consensual decision of the parties.... [T]he court’s intrusion upon what is otherwise a private consensual agreement negotiated between 25 the parties to a lawsuit must be limited to the extent necessary to reach a reasoned judgment that the agreement is not the product of fraud or overreaching by, or 26 collusion between, the negotiating parties, and that the settlement, taken as a whole, is fair, reasonable and adequate to all concerned. 27

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1 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1027 (9th Cir. 1998) (citation and internal quotations

2 omitted).

3 A court may approve the parties’ settlement only after it determines that it is “fair,

4 reasonable, and adequate.” Fed. R. Civ. P. 23(e); Officers for Justice v. Civil Serv. Com'n of the

5 City and Cty. of San Francisco, 688 F.2d 615, 625 (9th Cir. 1982). In making this determination,

6 courts in this Circuit balance the following factors:

7 (1) the strength of the plaintiffs’ case; (2) the risk, expense, complexity, and likely duration of further litigation; 8 (3) the risk of maintaining class action status throughout the trial; (4) the amount offered in settlement; 9 (5) the extent of discovery completed and the stage of the proceedings; (6) the experience and views of counsel; 10 (7) the presence of a governmental participant; and (8) the reaction of the class members to the proposed settlement. 11

12 Churchill Vill., LLC v. Gen. Elec., 361 F.3d 566, 575 (9th Cir. 2004) (citing Hanlon, 150 F.3d at

13 1026); Dickey v. Advanced Micro Devices, Inc., No. 15-cv-04922-HSG, 2020 WL 870928, at *4

14 (N.D. Cal. Feb. 21, 2020); In re Lenovo Adware Litig., No. 15-md-02624-HSG, 2019 WL 1791420,

15 at *4 (N.D. Cal. Apr. 24, 2019).

16 The recent amendments to Rule 23(e) direct courts to consider a similar list of factors:

17 (A) the class representatives and class counsel have adequately represented the class; (B) the proposal was negotiated at arm’s length; 18 (C) the relief provided for the class is adequate, taking into account: (i) the costs, risks, and delay of trial and appeal; 19 (ii) the effectiveness of any proposed method of distributing relief to the class, including the method of processing class-member claims; 20 (iii) the terms of any proposed award of attorney’s fees, including timing of payment; and 21 (iv) any agreement required to be identified under Rule 23(e)(3); and (D) the proposal treats class members equitably relative to each other. 22

23 Fed. R. Civ. P. 23(e)(2); In re Nexus 6P Prods. Liab. Litig., No. 17-cv-02185-BLF, 2019 WL

24 6622842, at *6 (N.D. Cal. Nov. 12, 2019). The Advisory Committee’s notes clarify that this list of

25 factors does not “displace” the Churchill factors, “but instead aim to focus the court and attorneys

26 on ‘the core concerns of procedure and substance that should guide the decision whether to approve

27 the proposal.’” Broomfield v. Craft Brew Alliance, Inc., No. 17-cv-01027-BLF, 2020 WL 1972505,

28 at *6 (N.D. Cal. Feb. 5, 2020) (quoting Rule 23(e)(2) Adv. Cmte Notes to 2018 Am.). An

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1 evaluation of both the Churchill factors and the factors set forth in Rule 23(e) confirms that the

2 Settlement is fair, reasonable, and adequate.

3 1. The Settlement Resulted From Informed, Arms’-Length Negotiations

4 The Court must ensure that the Settlement is not “the product of collusion among the

5 negotiating parties.” In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 458 (9th Cir. 2000); see Class

6 Plaintiffs, 955 F.2d at 1290. And under Rule 23(e)(2)(A)-(B), the Court considers whether

7 Plaintiffs and Class Counsel adequately represented the Settlement Class and whether the

8 Settlement was negotiated at arm’s length. “These considerations overlap with certain Churchill

9 factors, such as the noncollusive nature of negotiations, the extent of discovery completed, and the

10 stage of proceedings.” Broomfield, 2020 WL 1972505 at *7 (citing Churchill, 361 F.3d at 575).

11 “Courts have afforded a presumption of fairness and reasonableness of a settlement

12 agreement where that agreement was the product of non-collusive, arms’ length negotiations

13 conducted by capable and experienced counsel.” In re Netflix Privacy Litig., No. 5:11-CV-00379

14 EJD, 2013 WL 1120801, at *4 (N.D. Cal. Mar. 18, 2013) (citing, e.g., Garner v. State Farm Mut.

15 Auto. Ins. Co., No. CV 08 1365 CW (EMC), 2010 WL 1687832, at *13 (N.D. Cal. Apr. 22, 2010)).

16 The presumption is warranted here because the Settlement was reached only after extensive motion

17 practice and discovery had permitted the Parties a full opportunity to make an informed decision

18 about settlement. See Fees Motion at 2-5; King Fees Decl. ¶¶ 9-31; see also Linney v. Cellular

19 Alaska P’ship, 151 F.3d 1234, 1239 (9th Cir. 1998) (finding final approval appropriate where the

20 parties have “sufficient information to make an informed decision about settlement”) (citation

21 omitted). As “settlement negotiations were conducted free of collusion,” the Court should evaluate

22 the final approval factors “under the presumption of fairness and reasonableness.” Netflix Privacy,

23 2013 WL 1120801, at *4.

24 Here, the Parties mediated three times in person before two mediators to arrive at the

25 Settlement. Although the Parties provided their respective positions to the mediator at their first

26 mediation, the Parties did not reach a settlement as the Parties were in the midst of discovery and

27 motion practice. See King Fees Decl. ¶¶ 11-15. The Parties had more clarity concerning the

28 strengths and weaknesses of their positions at their second in-person mediation, with the completion

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1 of discovery and the Court’s decision granting Plaintiffs’ motion for class certification and denying

2 Defendant’s motion for summary judgment. Id. ¶¶ 11-23. Nonetheless, while some progress was

3 made during that mediation, the Parties did not settle. Id. ¶ 24. It was only after continuous

4 negotiations through the mediator, briefing on Chipotle’s motion for decertification, and during

5 trial preparations that the third in-person mediation culminated in the Settlement via a mediator’s

6 proposal. Id. ¶¶ 27-28. These multiple mediation sessions and the hard-fought compromise entered

7 into by the Parties demonstrate that the Settlement “was not tainted by collusion or conflicts of

8 interest.” Dickey, 2020 WL 870928, at *7; see Fed. R. Civ. P. 23(e)(2) Adv. Cmte. Notes to 2018

9 Am. (advising that “the involvement of a neutral … mediator or facilitator in those negotiations

10 may bear on whether they were conducted in a manner that would protect and further the class

11 interests”); Free Range Content, Inc. v. Google, LLC, No. 14-cv-02329-BLF, 2019 WL 1299504,

12 at *6 (N.D. Cal. Mar. 21, 2019) (holding the presence of mediator weighs in favor of applying a

13 presumption of correctness).

14 At the time the Parties reached settlement, the Parties had investigated and tested the

15 strength of Plaintiffs’ claims through fact and expert discovery, a motion for class certification,

16 Defendant’s request for appellate review of the Court’s class certification decision, a summary

17 judgment motion, and Defendant’s pending motion to decertify. See Fees Motion at 3-4; Mego

18 Fin. Corp., 213 F.3d at 459 (affirming settlement approval where “Class Counsel conducted

19 significant investigation, discovery and research” and “had worked with damages and accounting

20 experts throughout the litigation”); Broomfield, 2020 WL 1972505, at *7 (holding that there was

21 “vigorous” prosecution “through extensive motion practice – including a motion to dismiss, a

22 motion for class certification, a petition for permission to appeal the Class Certification Order, and

23 an en banc petition for rehearing”). Indeed, the Parties completed broad fact and expert discovery,

24 which included propounding or responding to hundreds of discovery requests, producing and

25 reviewing hundreds of thousands of pages of documents, producing or reviewing five expert

26 reports, taking or defending 17 depositions, engaging in numerous discovery meet-and-confers with

27 Defendant, and seeking judicial intervention multiple times. King Fees Decl. ¶¶ 11-14. The Parties

28 also engaged in substantial and extensive motion practice, including the above-mentioned motions

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1 for class certification, summary judgment, and for decertification. Here, settlement negotiations

2 were informed and at arm’s length.

3 Finally, although there is a so-called “clear sailing” provision in the Settlement, there are

4 no indicia of collusion. See In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 946-47 (9th

5 Cir. 2011); Roes, 1-2 v. SFBSC Mgmt., LLC, 944 F.3d 1035, 1050-56 (9th Cir. 2019). First, the

6 Court already determined in its Preliminary Approval Order that there were no indicia of collusion,

7 and nothing has changed that would alter this determination. Schneider, 2020 WL 511953, at *8-

8 9. And, unlike in Bluetooth or Roes, the Court here had already granted class certification prior to

9 Plaintiffs’ Preliminary Approval Motion (Dkts. 136, 164). See Schneider v. Chipotle Mexican

10 Grill, Inc., 328 F.R.D. 520, 543 (N.D. Cal. 2018), as amended by Schneider v. Chipotle Mexican

11 Grill, Inc., No. 16-cv-02200-HSG, 2019 WL 570751 (N.D. Cal. Feb. 12, 2019). “As the Ninth

12 Circuit has made clear, the ‘procedural burden’ under Rule 23(e) ‘is more strict when a settlement

13 is negotiated absent class certification.’” Broomfield, 2020 WL 1972505, at *22 (quoting Bedolla,

14 787 F.3d at 1224) (emphasis in original); see Bluetooth, 654 F.3d at 946 (describing higher level

15 of scrutiny for “settlement agreement ... negotiated prior to formal class certification”); Campbell v.

16 Facebook, Inc., 951 F.3d 1106, 1121-22 (9th Cir. 2020) (noting that the “case does not implicate

17 the ‘higher standard of fairness’ that applies when parties settle a case before the district court has

18 formally certified a litigation class”) (citing Hanlon, 150 F.3d at 1026; NEWBERG ON CLASS

19 ACTIONS § 13:13). “This is true even if the class certified prior to settlement is narrower than the

20 class certified for settlement purposes.” Broomfield, 2020 WL 1972505, at *22 (citing Kumar v.

21 Salov N. Am. Corp., No. 14-CV-2411-YGR, 2017 WL 2902898, at *4 (N.D. Cal. July 7, 2017),

22 aff'd, 737 F. App'x 341 (9th Cir. 2018)).

23 Class Counsel have also requested a fee proportionate to the non-reversionary fund and

24 within the range ordinarily granted in this Circuit. See Lenovo, 2019 WL 1791420, at *8 (noting

25 20-30% of settlement amount is “usual range”) (citing Vizcaino v. Microsoft Corp., 290 F.3d 1043,

26 1047 (9th Cir. 2002)). Finally, the requested award comes from the non-reversionary Settlement

27 Fund, and Defendant will not receive any fees that are not awarded, but instead will be distributed

28 in accordance with the provisionally approved Plan of Allocation. In re Toys R Us-Delaware,

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1 Inc.—Fair and Accurate Credit Transactions Act (FACTA) Litig., 295 F.R.D. 438, 558 (C.D. Cal.

2 2014) (finding that the “absence of a ‘kicker provision’ in the parties’ settlement … reduces the

3 likelihood that plaintiffs and [defendant] colluded to confer benefits on each other at the expense

4 of class members”).

5 Accordingly, the Settlement “is not the product of collusion or fraud, but rather is the result

6 of a successful arm’s-length negotiation.” Bower v. Cycle Gear, Inc., No. 14-cv-02712-HSG, 2016

7 WL 4439875, at *5 (N.D. Cal. Aug. 23, 2016); see In re Hyundai & Kia Fuel Econ. Litig., 926 F.3d

8 539, 569 (9th Cir. 2019).

9 2. The Relief Under The Settlement Is Adequate And Balances The Risks And Expense Of Trial 10

11 The relief Plaintiffs and Class Counsel obtained for Settlement Class Members further

12 weighs in favor of final approval as it provides substantial, immediate relief for Settlement Class

13 Members. The Settlement is a very good result, especially when balanced against the risks and

14 delays associated with continued litigation.

15 a. The Strength Of Plaintiffs’ Case And The Risk Of Continuing Litigation Weighs In Favor Of Approval 16

17 Under Rule 23(e)(2)(C)(i), courts in the “Ninth Circuit evaluate ‘the strength of the

18 plaintiff’s case; the risk, expense, complexity, and likely duration of further litigation; [and] the

19 risk of maintaining class action status throughout the trial.’” Broomfield, 2020 WL 1972505, at *8

20 (quoting Hanlon, 150 F.3d at 1026); Lenovo, 2019 WL 1791420, at *5. “Approval of a class

21 settlement is appropriate when plaintiffs must overcome significant barriers to make their case.”

22 Hendricks v. Starkist Co., No. 13-CV-00729-HSG, 2016 WL 5462423, at *4 (N.D. Cal. Sept. 29,

23 2016), aff’d sub nom. Hendricks v. Ference, 754 F. App’x 510 (9th Cir. 2018).

24 As detailed in their Preliminary Approval Motion and the Fee Motion, Plaintiffs overcame

25 significant challenges to achieve the Settlement. Represented by three national, respected firms,

26 Defendant vigorously defended itself from the outset of the case and continued litigation would

27 have undoubtedly presented significant risks and resulted in years of delays. See, e.g., Spann v.

28 J.C. Penney Corp., 314 F.R.D. 312, 326 (C.D. Cal. 2016) (“The settlement the parties have reached

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1 is even more compelling given the substantial litigation risks in this case.”); Brown v. Hain

2 Celestial Grp., Inc., No. 3:11-CV-03082-LB, 2016 WL 631880, at *6 (N.D. Cal. Feb. 17, 2016)

3 (noting that the defendant “vigorously” disputed liability). In addition, Plaintiffs obtained class

4 certification and withstood a motion for summary judgment, and the Parties were preparing for a

5 trial set for September 16, 2019. King Fees Decl. ¶¶ 19, 26.

6 However, it is unclear whether Plaintiffs would have been able to maintain class

7 certification through the entirety of the Action. See Retta v. Millennium Prods., Inc., No. CV15-

8 1801 PSG AJWx, 2017 WL 5479637, at *5 (C.D. Cal. Aug. 22, 2017) (noting that because “an

9 ‘order that grants or denies class certification may be altered or amended before the final

10 judgment[,]’ Fed. R. Civ. P. 23(c)(1)(C)” and “[b]ecause Defendants may vigorously contest class

11 certification should this case proceed to trial, this factor favors final approval of the Settlement

12 Agreement”). Indeed, prior to reaching the Settlement, Defendant had sought to decertify the

13 classes (Dkt. 184), and there was no guarantee that the Court would have upheld its prior decision

14 certifying this Action as a class action.

15 Moreover, as the Court made clear when it granted class certification, there were issues

16 concerning Plaintiffs’ damages calculations. Indeed, the Court questioned the “import of”

17 Plaintiffs’ damages model, noting that the results by Plaintiffs’ expert was “ambiguous at best,”

18 and, furthermore, would be “subject to myriad challenges on cross-examination.” Schneider,

19 328 F.R.D. at 534; id. at 541. In turn, whether Plaintiffs’ experts would have survived another

20 round of Defendant’s pretrial Daubert motions or whether Plaintiffs would have successfully

21 obtained any damages at trial is questionable.

22 Finally, Plaintiffs would have had to prevail at trial and on appeal, and there is no assurance

23 that Plaintiffs would have succeeded at either stage. Here, the Settlement avoids prolonging the

24 delay in recovery and instead provides certain and immediate relief to consumers. See, e.g., Nat'l

25 Rural Telecomms. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 527 (C.D. Cal. 2004) (“Avoiding such

26 a trial and the subsequent appeals in this complex case strongly militates in favor of settlement

27 rather than further protracted and uncertain litigation.”); Hendricks, 2016 WL 5462423, at *4-5

28 (“To prevail, Plaintiff would be required to successfully move for class certification, survive

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1 summary judgment, and receive a favorable verdict capable of withstanding a potential appeal. The

2 risks and costs associated with class action litigation weigh strongly in favor of settlement.”);

3 Sadowska v. Volkswagen Grp. of Am., Inc., No. CV 11-00665-BRO AGRX, 2013 WL 9600948, at

4 *4 (C.D. Cal. Sept. 25, 2013) (“If the Court were deny approval for the settlement, there is a strong

5 possibility that the class members would lose their chance at recovery entirely.”).

6 “Generally, unless the settlement is clearly inadequate, its acceptance and approval are

7 preferable to lengthy and expensive litigation with uncertain results.” Lenovo, 2019 WL 1791420,

8 at *4 (quoting Ching v. Siemens Indus., Inc., No. 11-cv-04838-MEJ, 2014 WL 2926210, at *4 (N.D.

9 Cal. June 27, 2014) (quotations omitted)); Curtis–Bauer v. Morgan Stanley & Co., Inc., No. 06–

10 C–3903 TEH, 2008 WL 4667090, at *4 (N.D. Cal. Oct. 22, 2008) (“Settlement avoids the

11 complexity, delay, risk and expense of continuing with the litigation and will produce a prompt,

12 certain, and substantial recovery for the Plaintiff class.”). The above litigation risks weigh in favor

13 of approving the Settlement.

14 b. The Settlement Amount Constitutes A Substantial, Immediate Recovery For The Class And Weighs In Favor Of Approval 15

16 “Crucial to the determination of adequacy is the ratio of plaintiffs’ expected recovery

17 balanced against the value of the settlement offer.” In re Extreme Networks, Inc. Sec. Litig.,

18 No. 15-CV-04883-BLF, 2019 WL 3290770, at *9 (N.D. Cal. July 22, 2019) (internal quotation

19 marks and citation omitted). However, “[i]t is well-settled law that a cash settlement amounting to

20 only a fraction of the potential recovery does not per se render the settlement inadequate or unfair.”

21 Officers for Justice, 688 F.2d at 628.

22 Here, the $6.5 million Settlement (7.4% of estimated damages based on a nationwide class,

23 26.5% of estimated damages at trial) is a sizeable recovery when considering the challenges

24 detailed above. See, e.g., In re Omnivision Techs., Inc., 559 F. Supp. 2d 1036, 1042 (N.D. Cal.

25 2008) (approving settlement that constituted 6% of maximum potential damages); Toys R Us,

26 295 F.R.D. at 454 (noting that award representing between 5% and 30% of recovery “is not a de

27 minimis amount” and “weighs in favor of approval”); Graves v. United Indus. Corp., No. 2:17-cv-

28 06983-CAS-SKx, 2020 WL 953210, at *6 (C.D. Cal. Feb. 24, 2020) (granting final approval of

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1 $2.5 million settlement); Downey Surgical Clinic, Inc. v. Optuminsight, Inc., No. CV09-5457PSG

2 (JCx), 2016 WL 5938722 at *5 (C.D. Cal. May 16, 2016) (granting final approval where recovery

3 was as low as 3.21% of potential recovery at trial); Stovall-Gusman v. W.W. Granger, Inc., No. 13-

4 cv-02540-HSG, 2015 WL 3776765, at *4 (N.D. Cal. June 17, 2015) (granting final approval of a

5 net settlement amount representing 7.3% of the plaintiffs’ potential recovery at trial); Shvager v.

6 ViaSat, Inc., No. CV 12-10180 MMM (PJWx), 2014 WL 12585790, at *10 (C.D. Cal. Mar. 10,

7 2014) (approving settlement representing “2.8% of the recovery that might have been obtained had

8 the case continued”). Additionally, Settlement Class Members can participate in the Settlement

9 without being required to provide documentation showing that they made a purchase at Chipotle.

10 See Johnson v. Gen. Mills, Inc., No. SACV 10-00061-CJC, 2013 WL 3213832, at *3 (C.D. Cal.

11 June 17, 2013) (that class members could recover “without proof of purchase” supported the

12 conclusion that the settlement was “a good result for the class”); Larsen v. Trader Joe’s Co., No. 11-

13 CV-05188-WHO, 2014 WL 3404531, at *4 (N.D. Cal. July 11, 2014) (similar); Broomfield, 2020

14 WL 1972505, at *9 (similar).

15 The Settlement represents a good result for Settlement Class Members in that Settlement

16 Class Members will receive up to $10 without receipts, $20 with proofs of purchase, and a

17 maximum of $30 per household. See Settlement §§ I.Z., III.E.1. This amount is substantial given

18 that Plaintiffs’ expert determined that the price premium for an average $10 Food Product purchase

19 at Chipotle was $0.23 (2.47%). See Krosnick Rpt.

20 Where there is a cy pres award provision in a class action settlement, “the ‘cy pres award

21 must be guided by (1) the objectives of the underlying statute(s) and (2) the interests of the silent

22 class members, and must not benefit a group too remote from the plaintiff class.’” Dickey, 2020

23 WL 8707927, at *6 (quoting Dennis v. Kellogg Co., 697 F.3d 858, 865 (9th Cir. 2012)). In its

24 Preliminary Approval Order, the Court found that the Parties’ selection of Public Justice and Public

25 Counsel satisfied the Ninth Circuit’s requirements, as the entities “share the interests of the Class

26 Members in preventing consumer fraud, in the context of mislabeling of food products.” Schneider,

27 2020 WL 511953, at *9. Nothing has changed that would warrant a different determination. 28

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1 When considering Defendant’s defenses and continued class certification challenges, the

2 Settlement delivers a substantial recovery for the Settlement Class. See Linney, 151 F.3d at 1242

3 (settlement amounting to a fraction of the potential total recovery was reasonable given the

4 significant risks of going to trial); Noll v. eBay, Inc., 309 F.R.D. 593, 606 (N.D. Cal. 2015)

5 (“Immediate receipt of money through settlement, even if lower than what could potentially be

6 achieved through ultimate success on the merits, has value to a class, especially when compared to

7 risky and costly continued litigation.”).

8 c. The Experienced View Of Counsel And Response Of Class Members Weigh In Favor Of Approval 9

10 “Courts within the Ninth Circuit also give weight to the experienced view of counsel and

11 the response of class members.” Free Range Content, 2019 WL 1299504, at *7 (“Class counsel’s

12 views that the settlement is a good one is entitled to significant weight.”); Omnivision Techs., 559 F.

13 Supp. 2d at 1043. Class Counsel have extensive experience representing plaintiffs and classes in

14 complex litigation and consumer class actions (see Dkts. 205-9, 205-10) and support this

15 Settlement. See King Decl. ¶ 7.

16 The positive reaction from Settlement Class Members further weighs in favor of approval.

17 At the time of preliminary approval, using the proposed Class Notice procedures, Plaintiffs

18 anticipated between a 1-2% claims rate based on their counsel’s experience and similar cases,

19 although Plaintiffs pointed out that the claims rate may be higher or lower due to Chipotle’s

20 reputation and lack of direct notice, respectively (Dkt. 205 at 21-22). Here, the 0.83% claims rate

21 is on par with other consumer cases and does not otherwise weigh against approval. See, e.g.,

22 Broomfield, 2020 WL 1972505, at *7 (approving settlement with response rate of “about two

23 percent”); Bostick v. Herbalife Int’l of Am., Inc., No. CV 13-2488 BRO (SHx), 2015 WL 12731932,

24 at *27 (C.D. Cal. May 14, 2015) (approving settlement with “response rate of less than 1%”).

25 The deadline to object to the Settlement was May 30, 2020 (Dkt. 222). The Settlement

26 Administrator has received no objections and one timely request for exclusion. Weisbrot Decl.

27 ¶ 13; see also id., Ex. D. And, as of this filing, the Court has also not received any objections to

28 the Settlement. Class Counsel have received eleven letters concerning the Settlement, with nine

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1 noting that the $2 per claim Settlement Award is inadequate given the allegations of the Complaint

2 and seeking “mediation,” and two alleging that, under Section 5 of the Federal Trade Commission

3 Act, they are owed greater damages. King Decl. ¶¶ 3, 4; see id., Ex. B.

4 Should the Court construe the letters as objections, the objections should be rejected. First,

5 because these letters were not formally lodged with the Court as required under the Court-ordered

6 objection procedure provided for in the Settlement (§ V.A) and described in the Long Form Notice

7 (Dkt. 205-4) and on the Settlement Website, the letters should be rejected out of hand. As for the

8 nine Settlement Class Members seeking to mediate their individual claims, Plaintiffs are unsure

9 whether they are objecting to the Settlement or are actually seeking to opt out; if they want to pursue

10 their own claims, these Settlement Class Members should have followed the Court-ordered opt out

11 procedure.7 See Settlement § V.B. And, as for the two Settlement Class Members seeking greater

12 damages under Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, their “objections”

13 must be rejected because “private actions to vindicate rights asserted under the Federal Trade

14 Commission Act may not be maintained.”8 Holloway v. Bristol-Myers Corp., 485 F.2d 986, 987

15 (D.C. Cir. 1973). Finally, contrary to the comments of these Settlement Class Members, the

16 Settlement Award is substantial given the expert-determined price premium, Defendant’s vigorous

17 defenses, and the uncertainty of the outcome at trial. Without more, these letters should be rejected.

18 See Lenovo, 2019 WL 1791420, at *7 (finding that objecting to the settlement amount without

19 articulating any other basis for rejecting the settlement did “not affect [the Court’s] conclusion that

20 the settlement is fair and reasonable”).

21 Importantly, given the number of Settlement Class Members, these eleven letters, even if

22 they were construed as “objections,” calculate to 0.000037% of the over 30 million Settlement

23 Class Members that received Class Notice. “[T]he absence of a large number of objections to a

24 proposed class action settlement raises a strong presumption that the terms of a proposed class

25 7 In addition, Plaintiffs note that five of the handwritten letters are written in the same handwriting, 26 in the same verbatim language, and originating from New York. See King Decl., Ex. B (Mary Conquest, Maria Conquest, Edwin Fernandez, Crystal John, Joanne Leach letters). 27 8 These Settlement Class Members could have also sought exclusion to bring their own claims 28 against Chipotle.

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1 settlement action are favorable to the class members.” Dickey, 2020 WL 870928, at *6 (quoting

2 Nat'l Rural Telecomms. Coop., 221 F.R.D. at 528–29); see also In re Linkedin User Privacy Litig.,

3 309 F.R.D. 573, 589 (N.D. Cal. 2015) (“A low number of opt-outs and objections in comparison to

4 class size is typically a factor that supports settlement approval.”).

5 Further weighing in favor of approval, none of the federal officials and attorneys general to

6 whom Angeion caused CAFA notice to be provided have objected to the Settlement. See

7 Bautista v. Harvest Mgmt. Sub LLC, No. CV12-10004 FMO (CWx), 2014 WL 12579822, at *9

8 (C.D. Cal. July 14, 2014) (absence of objections to the CAFA notice supported approval).

9 d. The Claims Process Is Convenient And Effective, And The Requested Attorneys’ Fees Are Reasonable 10

11 Rule 23(e)(2)(C)(ii) asks whether the methods of distribution and claims processing are

12 effective. Settlement Class Members have received information regarding the Settlement benefits

13 through the Court-approved Class Notice program. See Settlement § IV. To obtain those benefits,

14 Settlement Class Members need only submit a Claim Form, which was designed to be as convenient

15 as possible, and, depending on whether a Settlement Class Member has receipts, certify or provide

16 minimal documentation of their purchases. Id. §§ I.F., III.E.1. As evidenced by the claims rate in

17 this Action and the distribution of claims, the methods of distribution are convenient and effective.

18 See supra Section III.B. Thus, the Settlement’s method for processing claims and distributing relief

19 is fair and reasonable. See, e.g., Hefler v. Wells Fargo & Co., No. 16-CV-05479-JST, 2018 WL

20 6619983, at *7 (N.D. Cal. Dec. 18, 2018).

21 Under Rule 23(e)(2)(C)(ii), the Court must also consider whether the terms of the attorneys’

22 fees requested are reasonable. As discussed more fully in the Fees Motion and the King Fees

23 Declaration, Plaintiffs respectfully submit that the requested fees of 30% of the Settlement

24 ($1.95 million), reimbursement of $636,556.28 for expenses, and $20,000 incentive awards

25 ($5,000 per Plaintiff) are reasonable given the result achieved in this complex case and the

26 favorable reaction of Settlement Class Members. Similarly, the Settlement Administrator’s

27 estimated $676,408.43 in fees (of which $400,000 is already provided for in the Stipulation) for

28 administration of the Settlement is fair and reasonable. See Weisbrot Decl. ¶ 14. And, with respect

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1 to Rule 23(e)(2)(C)(iv), there are no agreements, other than the Settlement, required to be identified

2 under Rule 23(e)(3).

3 3. The Settlement Treats All Class Members Equally

4 Rule 23(e)(2)(D) requires that the Court consider whether “the proposal treats class

5 members equitably relative to each other.” Nexus 6P, 2019 WL 6622842, at *9. The crux of the

6 inquiry is whether the agreement “improperly grant[s] preferential treatment to class

7 representatives or segments of the class.” In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078,

8 1079 (N.D. Cal. 2007) (citation omitted). The modest requested incentive awards for Plaintiffs,

9 which are in the range generally awarded in this District (Fees Motion at 17-18), “does not

10 constitute inequitable treatment of class members.” Extreme Networks, 2019 WL 3290770, at *8.

11 Nor does the Settlement grant preferential treatment to any other portion of the Settlement

12 Class. See In re Citric Acid Antitrust Litig., 145 F. Supp. 2d 1152, 1154 (N.D. Cal. 2001) (“A plan

13 of allocation that reimburses class members based on the type and extent of their injuries is

14 generally reasonable.”). Each Settlement Class Member is eligible to obtain $2 back on each

15 qualifying purchase and may submit a claim for up to five qualifying purchases ($10) without any

16 documentation. Each Settlement Class Member can obtain up to $20 for ten qualifying purchases

17 with proof of payment, and there is a 15-claim ($30) cap per household. The Plan of Allocation

18 complies with the requirements of case law governing the approval of such allocation, as it has a

19 reasonable and rational basis for distribution and provides any consumer who had purchased a Food

20 Product from Chipotle during the Class Period with reimbursement even without a receipt. All

21 Settlement Class Members who have submitted timely and valid claims are entitled to receive

22 monetary compensation and are placed on an equal footing. The Settlement does not favor any

23 segment of Settlement Class Members over any other, which supports final approval.

24 C. The Court Approved Notice Program Satisfies Due Process And Adequately Provided Notice To Class Members 25

26 Due process requires the best notice that is practicable under the circumstances. See Phillips

27 Petro. Co. v. Shutts, 472 U.S. 797, 812 (1985). It does not require actual notice to each and every 28

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1 class member. Briseno v. ConAgra Foods, Inc., 844 F.3d 1121, 1128 (9th Cir. 2017) (“neither

2 Rule 23 nor the Due Process Clause requires actual notice to each individual class member”).

3 Here, Class Notice includes all the information required under Rules 23(c)(2), 23(e), and

4 23(h), and the Due Process Clause of the U.S. Constitution. Specifically, Class Notice apprises

5 Settlement Class Members of the pendency of the Action, the Settlement terms, the Fees Motion,

6 their rights under the proposed Settlement, including the right to opt out of the Settlement and to

7 object to the Settlement or Fees Motion, and the binding effect of final approval (Dkts. 205-3, 205-

8 4). Class Notice further conveys all information necessary for Settlement Class Members to make

9 informed decisions relating to the Settlement, and all information called for under the Procedural

10 Guidance. Id.

11 As set forth above and in the Weisbrot Declaration, since the entry of the Preliminary

12 Approval Order, Angeion has implemented the extensive media plan publishing Notice of the

13 Settlement, managed the Settlement Website, and caused Notice to be published in People

14 magazine and in the East Bay Times. Id. ¶¶ 5-7. To date, there have been almost approximately

15 509,603-page views of the Settlement Website, and approximately 61,640,940 digital impresses.

16 Id. ¶¶ 8, 11.

17 The Court found in its Preliminary Approval Order that Plaintiffs’ Class Notice plan was

18 the best practicable notice under the circumstances. Schneider, 2020 WL 511953, at *10-11; see

19 also Weisbrot Decl. ¶ 15; Briseno, 844 F.3d at 1129. The procedures implemented above satisfy

20 due process. See, e.g., Hunter v. Nature’s Way Prods., LCC, No. 3:16-cv-532-WQH-AGS, 2020

21 WL 71160, at *3-4 (S.D. Cal. Jan. 6, 2020) (finding adequate notice published on website, 29-day

22 media campaign, and publication in the San Diego Union-Tribune); Littlejohn v. Ferrara Candy

23 Co., No. 3:18-cv-00658-AJB-WVG, 2019 WL 2514720, at *5 (S.D. Cal. June 17, 2019) (finding

24 online notice and publication notice adequate where the defendant did “not collect or maintain

25 information sufficient to identify Class Members”).

26 Additionally, the publication element of the Class Notice program was tailored to the

27 circumstances of this Action. Weisbrot Decl. ¶ 15. Notice was not only posted on the dedicated 28

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1 Settlement Website but also targeted to the most appropriate audiences. Id. ¶¶ 6-7; see also Briseno,

2 844 F.3d at 1129 (“[N]otice by publication … on a website … is sufficient to satisfy due process.”).

3 D. The Plan Of Allocation Is Fair, Reasonable, And Adequate, And Should Be Finally Approved 4

5 A plan for allocating class settlement funds is subject to the fair, reasonable, and adequate

6 standard that applies to approval of the class settlement as a whole. See Fed. R. Civ.

7 P. 23(e)(2)(C)(ii)-(iv); Citric Acid, 145 F. Supp. 2d at 1154. A plan of allocation “need only have

8 a reasonable, rational basis, particularly if recommended by experienced and competent counsel.”

9 In re Aftermarket Auto. Lighting Prod. Antitrust Litig., No. 09 MDL 2007-GW(PJWX), 2014 WL

10 12591624, at *4 (C.D. Cal. Jan. 10, 2014) (citation omitted). Settlement distributions that apportion

11 funds based on the relative amount of damages class members have suffered are fair and reasonable.

12 Hefler, 2018 WL 6619983, at *12.

13 Here, under the Plan of Allocation, Settlement Class Members could receive monetary

14 compensation by only submitting a Claim Form with answers to basic questions about class

15 membership and their purchase of Chipotle’s Food Products. Settlement § III.E.1. Proof of

16 purchase is not required for Settlement Class Members to recover. Id. Additionally, when

17 submitting the Claim Form (Dkt. 205-5), Settlement Class Members can decide whether to receive

18 payment in the form of a check or by electronic payment. Settlement § I.Z. “[I]t is reasonable to

19 allocate the settlement funds to class members based on the extent of their injuries or the strength

20 of their claims on the merits.” Broomfield, 2020 WL 1972505, at *8 (quoting In re Illumina, Inc.

21 Sec. Litig., No. 3:16-CV-3044-L-MSB, 2019 WL 6894075, at *8 (S.D. Cal. Dec. 18, 2019)).

22 The Claims Period has closed and nearly 251,000 Claims have been submitted. Weisbrot

23 Decl. ¶ 12. Angeion will review and audit the Claims. Id. Of the total claims made to date,

24 approximately 246,589, or 98.3%, submitted claims without proof of purchase, and 4,386, or 1.7%,

25 submitted claims with proof of purchase. Id.

26 The Plan of Allocation proposed in connection with the Settlement is the same as submitted

27 at preliminary approval (Dkt. 205). The Court provisionally found this Plan of Allocation “fair,

28 reasonable, and adequate and in the best interest of Plaintiffs and the other Settlement Class

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1 Members.” Schneider, 2020 WL 511953, at *10. The Settlement creates a non-reversionary cash

2 fund of $6.5 million. After payment of notice and administration costs and any approved award of

3 attorneys’ fees, costs, and/or service awards, all funds remaining will be distributed to the

4 Settlement Class and to cy pres. The Settlement Administrator will complete all necessary

5 calculations under the Plan of Allocation and pay eligible claimants in a single installment. No

6 Settlement Class Members will receive preferential treatment; the only distinguishing feature of

7 Settlement Class Members’ recovery is which type of claim they opted to submit.

8 There have been no objections to this plan, and Plaintiffs respectfully request the Court

9 finally approve the Plan of Allocation. In accordance with the Procedural Guidance, Plaintiffs will

10 submit a post-distribution accounting to the Court within 21 days after the Settlement Fund is

11 distributed to class members.

12 V. CONCLUSION

13 For the foregoing reasons, Plaintiffs respectfully ask the Court enter the proposed Final

14 Order and Judgement, thereby finally approving the Settlement, directing payment of the claims,

15 and entering final judgment.

16 Respectfully submitted,

17 KAPLAN FOX & KILSHEIMER LLP

18 DATED: June 1, 2020 By: /s/ Laurence D. King Laurence D. King 19 Laurence D. King 20 Matthew B. George Mario M. Choi 21 1999 Harrison Street, Suite 1560 Oakland, CA 94612 22 Telephone: 415-772-4700 Facsimile: 415-772-4707 23 [email protected] [email protected] 24 [email protected]

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1 KAPLAN FOX & KILSHEIMER LLP Frederic S. Fox (pro hac vice) 2 Donald R. Hall (pro hac vice) 850 Third Avenue, 14th Floor 3 New York, NY 10022 Telephone: 212-687-1980 4 Facsimile: 212-687-7714 [email protected] 5 [email protected]

6 KOBRE & KIM LLP Hartley M. K. West 7 150 California Street, 19th Floor San Francisco, CA 94111 8 Telephone: 415-582-4781 [email protected] 9 KOBRE & KIM LLP 10 Matthew I. Menchel (pro hac vice) 201 South Biscayne Boulevard, Suite 1900 11 Miami, FL 33131 Telephone: 305-967-6108 12 [email protected]

13 Counsel for Plaintiffs and the Settlement Class

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12 Attorneys for Plaintiffs and the Settlement Class

13 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 14 OAKLAND DIVISION

15 MARTIN SCHNEIDER, SARAH Case No. 4:16-cv-02200-HSG (KAW) DEIGERT, THERESA GAMAGE, and 16 NADIA PARIKKA, Individually and on DECLARATION OF LAURENCE D. Behalf of All Others Similarly Situated, KING IN SUPPORT OF PLAINTIFFS’ 17 MOTION FOR FINAL APPROVAL OF Plaintiffs, SETTLEMENT 18 v. Judge: Hon. Haywood S. Gilliam, Jr. 19 Courtroom: 2, 4th Floor CHIPOTLE MEXICAN GRILL, INC., a Date: July 30, 2020 20 Delaware Corporation, Time: 2:00 p.m.

21 Defendant.

22 23

24 25 26 27 28

Case No. 4:16-cv-02200-HSG (KAW) DECLARATION OF LAURENCE D. KING ISO MOTION FOR FINAL APPROVAL OF SETTLEMENT

Case 4:16-cv-02200-HSG Document 226-1 Filed 06/01/20 Page 2 of 3

1 I, Laurence D. King, declare as follows: 2 1. I am a partner at Kaplan Fox & Kilsheimer LLP, counsel for plaintiffs Martin 3 Schneider, Sarah Deigert, Theresa Gamage, and Nadia Parikka (“Plaintiffs”), and the Settlement

4 Class.1 I submit this declaration in support of Plaintiffs’ Motion for Final Approval of the 5 Settlement. If called a witness, I could and would testify competently thereto to all facts within 6 my personal knowledge. 7 2. As detailed in the Declaration of Steven Weisbrot of Angeion Group, LLC 8 (“Angeion”), a true and correct copy of which is attached hereto as Exhibit A, Class Notice has 9 been provided in accordance with the Court’s January 31, 2020 Order Granting Preliminary 10 Approval of Settlement (Dkt. 219). See Schneider v. Chipotle Mexican Grill, Inc., No. 16-cv- 11 02200-HSG, 2020 WL 511953 (N.D. Cal. Jan. 31, 2020). The claims period, objection and 12 exclusion deadlines have passed, and as discussed below, the Settlement Class has responded 13 favorably to the Settlement. 14 3. The reaction of the Settlement Class favors final approval. To date, the Settlement 15 Administrator has received one timely request for exclusion and no objections. 16 4. Class Counsel have received no complaints about the content, sufficiency, or 17 timeliness of Class Notice. Class Counsel have received eleven letters concerning issues with 18 amount of the award per Claim. Settlement Class Members believe that the $2 per claim 19 Settlement Award is inadequate given the allegations and seek mediation, or otherwise believe 20 they are entitled to damages under Section 5 of the Federal Trade Commission Act. Attached 21 hereto as Exhibit B are true and correct copies of the letters. Class Counsel have redacted the 22 email addresses and telephone numbers from the letters to protect the privacy of these Settlement 23 Class Members, but should the Court want unredacted versions of the letters, Class Counsel will 24 so provide. 25 5. Subject to Angeion’s review and audit of the received claims, Class Counsel 26 estimate that most of the Net Settlement Fund (the Settlement Fund minus Settlement Costs) will 27 1 All capitalized terms are defined in the Settlement Agreement and Release (“Settlement” or 28 “Stipulation”), filed September 11, 2019 (Dkt. 205-2), unless otherwise noted.

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1 be distributed to claimants, with a remainder for cy pres. Class Counsel will update the Court in 2 Plaintiffs’ reply in further support of final approval with more exact numbers after Angeion 3 completes its review and audit. 4 6. Class Counsel have closely monitored communications with Settlement Class 5 Members and have personally responded those who have called with questions about the Action 6 and the Claims Process. To the best of my knowledge, all Settlement Class Members who 7 contacted Class Counsel with questions concerning the Settlement and the Claims Process received 8 complete answers to their questions. 9 7. I respectfully submit that the results of the Class Notice and Claims Process 10 demonstrate that the proposed Settlement is fair, reasonable, and adequate. In previous 11 submissions, Class Counsel have documented the substantial additional costs, risks, and delays 12 Settlement Class Members face if the Settlement is not approved. In contrast, the Settlement will 13 fairly compensate Settlement Class Members under Court supervision through individual 14 payments that are commensurate with the scope of the harm allegedly experienced. The Settlement 15 clears all the procedural and substantive hurdles imposed under the Settlement approval procedure 16 applied under Rule 23 of the Federal Rules of Civil Procedure and this District’s Procedural 17 Guidance for Class Action Settlements, and, as such, merits this Court’s final approval. 18 8. If the Court grants final approval of the Settlement, after the Settlement 19 Administrator has processed the Settlement Class Members’ claims and determined their 20 Settlement payment amounts, Class Counsel will propose a final distribution order seeking 21 approval of both the Settlement payments and compensation to Angeion for its notice and 22 settlement administration services. Within 21 days after the distribution of the Settlement Awards, 23 Class Counsel will provide a post-distribution accounting. 24 I declare under penalty of perjury that the foregoing is true and correct. 25 Executed this 1st day of June, 2020, at Pleasanton, California.

26 /s/ Laurence D. King 27 Laurence D. King

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EXHIBIT A Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 2 of 30

1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 2 3 MARTIN SCHNEIDER, SARAH DEIGERT, Case No. 4:16-cv-02200-HSG (KAW) THERESA GAMAGE, and NADIA PARIKKA, 4 Individually and on Behalf of All Others DECLARATION OF STEVEN Similarly Situated, WEISBROT OF ANGEION GROUP, 5 LLC REGARDING SETTLEMENT 6 Plaintiffs, ADMINISTRATION 7 v.

8 CHIPOTLE MEXICAN GRILL, INC., a Delaware Corporation, 9 10 Defendant. 11 12 13

14 I, Steven Weisbrot, Esq., declare under penalty of perjury pursuant to 28 U.S.C. § 1746 that the 15 following is true and correct: 16 1. I am a partner at the class action notice and settlement administration firm Angeion Group,

17 LLC (“Angeion”). I am fully familiar with the facts contained herein based upon my personal 18 knowledge. 19 2. My credentials were previously reported to this Court in my initial declaration that was filed

20 with the Plaintiffs’ Notice of Motion and Unopposed Motion for Preliminary Approval of Proposed 21 Settlement, To Amend Complaint for Settlement Purposes, and to Modify Class Definitions;

22 Memorandum of Points and Authorities in Support Thereof (Dkt. No. 205-12) (the “Initial 23 Declaration”). 24 3. The purpose of this declaration is to provide the Court with an update on the work performed 25 by Angeion related to the implementation of the Notice Plan and administrative tasks following the

26 Court’s Order Granting Preliminary Approval of Class Action Settlement, entered on January 31, 27 2020 (Dkt. No. 219) (the “Preliminary Order”). 28 1

DECLARATION OF STEVEN WEISBROT RE SETTLEMENT ADMINISTRATION Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 3 of 30

1 DISSEMINATION OF CAFA NOTICE 2 4. On September 20, 2019, as required by 28 U.S.C. § 1715(b), Angeion caused Notice 3 regarding the settlement to be sent to the Attorneys General of all states and territories, as well as

4 the Attorney General of the United States (“CAFA Notice”). The mailings included the items set 5 forth in the CAFA Notice. Attached as Exhibit A is a true and accurate copy of the CAFA Notice. 6 PUBLICATION NOTICE 7 5. On March 27, 2020, Angeion caused the Settlement Notice to be published in a ½ page ad 8 in People magazine. To satisfy the requirements of the California Consumers Legal Remedies Act

9 (“CLRA”), Angeion caused the Settlement Notice to be published in ¼ page ads in the East Bay 10 Times which ran for four consecutive weeks, publishing on March 31, 2020, April 7, 2020, April

11 14, 2020, and April 21, 2020 (the “Publication Notices”). Attached hereto as Exhibit B are true and 12 accurate copies of the Publication Notices. 13 MEDIA NOTICE 14 6. On March 27, 2020, Angeion implemented a 60-day desktop and mobile internet banner ad 15 campaign that was designed to deliver an approximate 70.69% reach with an average frequency of 16 3.00 times each by serving 59,598,000 impressions served nationally. As described in my Initial 17 Declaration at paragraphs 18-21, this internet banner ad campaign was specifically designed to 18 target the most appropriate audiences to deliver notice of this settlement. The banner ad notices 19 contained a link directing potential Class Members to the Settlement Website at

20 www.ChipotleNonGMOClassAction.com. The website is described in greater detail below. 21 Attached hereto as Exhibit C are true and accurate copies of the banner ads. 22 SETTLEMENT WEBSITE 23 7. On March 24, 2020, Angeion established the following website devoted to this Settlement: 24 www.ChipotleNonGMOClassAction.com. The Settlement Website contains general information 25 about the Settlement, Court documents, online claim submission portal, a downloadable Claim 26 Form, a downloadable and searchable Long-Form Notice, a list of the frequently asked questions 27 and answers, and important dates and deadlines pertinent to this Settlement. Settlement Class 28 2

DECLARATION OF STEVEN WEISBROT RE SETTLEMENT ADMINISTRATION Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 4 of 30

1 Members can send an email to a dedicated email address, 2 [email protected], with questions pertaining to the Settlement. 3 8. As of May 31, 2020, the Settlement Website has had 226,387 unique visitors, resulting in 4 approximately 509,603-page views. 5 TOLL-FREE HOTLINE 6 9. On March 24, 2020, Angeion established the following toll-free hotline devoted to this case:

7 1-877-715-4517. The toll-free hotline utilizes an interactive voice response (“IVR”) system to 8 provide Settlement Class Members with responses to frequently asked questions and inform 9 Settlement Class Members of important dates and deadlines pertaining to the Settlement. The toll- 10 free hotline is accessible 24 hours a day, 7 days a week. Settlement Class Members also have the 11 ability to leave a message requesting a Claim Form and/or Long Form Notice via the toll-free 12 hotline. 13 10. As of May 31, 2020, the toll-free hotline has received 84 calls, totaling approximately 414 14 minutes. 15 SUMMARY OF THE NOTICE PROGRAM 16 11. The comprehensive Notice Program delivered an approximate reach of 72.64%, with 17 publication in People Magazine, including an internet advertising campaign of approximately 18 61,640,940 digital impresses, with an average estimated frequency of 3.0. This 72.64% reach is 19 separate and apart from the publications in the East Bay Times, the informational Settlement Website

20 and toll-free hotline, which are not calculable in reach percentage but nonetheless aide in informing 21 Class Members of their rights and options under the Settlement. 22 CLAIM FORM SUBMISSIONS 23 12. The postmark deadline for Settlement Class Members to submit a Claim Form was May 30, 24 2020. As of May 31, 2020, Angeion has received 250,975 on time Claim Form submissions. 25 Angeion is in the process of reviewing the Claim Form submissions to identify duplicative 26 submissions and is conducting its review of the supporting documentation submitted to determine 27 which claims are eligible for payment. Angeion will finalize the claim calculations and report final 28 3

DECLARATION OF STEVEN WEISBROT RE SETTLEMENT ADMINISTRATION Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 5 of 30

1 claim determinations by Plaintiffs’ Reply Deadline. Angeion has preliminarily determined that 2 246,589 claims were submitted without proof of purchase and that 4,386 claims were submitted 3 with proof of purchase. All claim submissions are currently undergoing final processing and review 4 audits to determine eligibility. 5 EXCLUSION AND OBJECTIONS 6 13. The deadline to request exclusion from the Settlement or to file an objection to the Settlement 7 was May 30, 2020. As of May 31, 2020, Angeion has received one (1) request for exclusion from 8 the Settlement. Angeion has not received any objections to the Settlement. Attached hereto as 9 Exhibit D is the name of individual requesting exclusion. 10 ADMINISTRATION EXPENSES 11 14. Angeion initially estimated that the cost of the notice program and all administration expense 12 would be approximately $600,000. Through April 30, 2020, Angeion has incurred $422,078.43 in 13 administrative expenses. Angeion expects to incur an additional $254,330.00, which includes but 14 not limited to, claims processing, review of supporting documentation, issuing payments, postage, 15 and post distribution services. 16 CONCLUSION 17 15. It is my opinion that the Notice Program described herein has met the requirements 18 of Rule 23 and due process requirements as the best notice practicable under the circumstances, and

19 fully complies with the Court’s Preliminary Order and comports with the Northern District’s 20 Procedural Guidance for Class Action Settlements, incorporating contemporary media and best 21 practices to alert and engage the participation of Class Members in the proposed Settlement. 22 23 I hereby declare under penalty of perjury that the foregoing is true and correct. 24 Dated: June 1, 2020 ______25 26 STEVEN WEISBROT 27 28 4

DECLARATION OF STEVEN WEISBROT RE SETTLEMENT ADMINISTRATION Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 6 of 30

Exhibit A Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 7 of 30

1650 Arch Street, Suite 2210 Philadelphia, PA 19103 (p) 215-563-4116 (f) 215-563-8839 www.angeiongroup.com

September 20, 2019

VIA USPS PRIORITY MAIL

United States Attorney General & Appropriate Officials

Re: Notice of Class Action Settlement Martin Schneider et al. v. Chipotle Mexican Grill Inc., Case No. 4:16-CV-02200-HSG (N.D. Cal.)

Dear Counsel or Official:

Angeion Group, an independent claims administrator, on behalf of the defendant in the below-described action, hereby provides this notice of a proposed class action settlement with respect to Martin Schneider et al. v. Chipotle Mexican Grill Inc., Case No. 4:16-CV-02200-HSG (N.D. Cal.) (the “Action”) pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715 (“CAFA”).

Case Name: Martin Schneider et al. v. Chipotle Mexican Grill Inc. Index Number: 4:16-CV-02200-HSG Jurisdiction: United States District Court for the Northern District of California, Oakland Division Date Settlement Filed with Court: September 11, 2019

In accordance with the obligations under section 1715(b) of CAFA, please find copies of the following documents associated with this action on the enclosed CD-ROM:

1. A copy of the Complaint (Dkt. No. 1), filed with the Court on April 22, 2016, is enclosed as Exhibit 1. A copy of the Amended Complaint (Dkt.No. 205-8), filed with the Court on September 11, 2019, is enclosed hereto as Exhibit 2. These documents are also available via the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov. See 28 U.S.C. § 1715(b)(1).

2. The hearing seeking preliminary approval of the proposed settlement will be held before the Hon. Haywood S. Gilliam at the United States District Court for the Northern District of California, 1301 Clay Street, Courtroom 2 - 4th Floor, Oakland, CA 94612 on January 16, 2020 at 2:00 p.m. The hearing seeking final approval of the proposed settlement has not yet been set by the Court. See 28 U.S.C. § 1715(b)(2).

3. A copy of the notices that the Plaintiffs have proposed be sent to the Settlement Class (enclosed as Exhibits A, B and C to the Settlement Agreement). See 28 U.S.C. § 1715(b)(3). The proposed class notices are subject to judicial review and approval.

4. A copy of the Settlement Agreement and Release (the “Settlement Agreement”) and exhibits thereto is enclosed as Exhibit 3. See 28 U.S.C. § 1715(b)(4). Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 8 of 30

5. No other settlements or agreements have been contemporaneously made between Class Counsel and counsel for Chipotle. See 28 U.S.C. § 1715(b)(5).

6. No final judgments have been entered in the Action. On July 7, 2017, Plaintiffs and Chipotle filed a Stipulation of Voluntary Dismissal dismissing with prejudice the claims of two named plaintiffs. A copy of the Stipulation of Voluntary Dismissal is enclosed hereto as Exhibit 4. See 28 U.S.C. § 1715(b)(6).

7. It is not feasible to provide the information described in 28 U.S.C. § 1715(b)(7)(A). Accordingly, it is not feasible to provide even a reasonable estimated proportionate share of the claims of such Class Members to the entire settlement. See 28 U.S.C. § 1715(b)(7)(B). Nevertheless, Chipotle provides the approximate figures as to the number of Class Members located in each state, enclosed hereto as Exhibit 5.

8. There are currently no written judicial opinions relating to the materials described in items (3) through (6) above. See 28 U.S.C. § 1715(b)(8).

If you have questions or concerns about this notice, the proposed settlement, or the enclosed materials, or if you did not receive any of the above-listed materials, please contact this office.

Sincerely,

Angeion Group 1650 Arch Street, Suite 2210 Philadelphia, PA 19103 (p) 215-563-4116 (f) 215-563-8839

Enclosure

2 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 9 of 30

Exhibit B Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 10 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 11 of 30 Case 4:16-cv-02200-HSGNewspaper : East Bay Document Times 226-2 Advertiser Filed 06/01/20: ANGEION Page GROUP 12 of 30 Issue Date : 03/31/2020 Ad Number : 000646390801

TUESDAY, MARCH 31, 2020 000 BAY AREA NEWS GROUP B3

CORONAVIRUS Daughter’s ‘heart is shattered into a trillion pieces’ after mother’s COVID-19 death

By Rick Hurd by her loss,” Hopper Wil- bara Hopper was isolated in liams wrote, “and I sincerely rhurd@ a hospital when she died, bayareanewsgroup.com hope that her story can be a her daughter wrote. wake-up call for those of you “You do not want your IS AN The daughter of a Bay who think this pandemic loved one to die like this Area woman who died from shutdown is a joke. — with people who have the coronavirus wants her “It is not.” to cover every inch of their death to be a “wake-up According to Hopper Wil- bodies to come and care ESSENTIAL call” for anyone in the pub- liams, of Los Angeles, her for them — not being able lic who may still be reluc- mother was a deeply faith- to hold their hand and be tant to accept COVID-19’s ful woman who desired with them when they take danger. and believed she would get their final breath. You “My heart has shattered better, even saying to her do not want this hell. My SERVICE into a trillion pieces,” Adri- daughter, according to the mother deserved to be sur- ane Hopper Williams said post: “I want to live!” rounded by her family and on a Facebook post that was “She told me that she be- not treated like a threat to open to public viewing. lieved with all her heart and someone’s life for getting Williams’ mother, Bar- every ﬁber of her being that near her. bara Johnson Hopper, of God could heal her. And so “… Take heed, I would Oakland, died in a hospital did I,” she wrote. “And so have never in a million When a crisis hits home, Thursday. She was 81. did the host of family and years thought that some- Through Monday morn- friends around the world thing like this could hap- ing, 50 people in the Bay who were praying for her.” pen to my family. But it we’re there for you. Area have died from the Hopper Williams de- did. And it can happen to coronavirus. scribed her mom as a “trail- yours, too, if your are not The Bay Area, with a pop- blazer,” saying that she had safe. Stay home. This vi- ulation of about 8 million created a learning school rus doesn’t care about your people across 10 counties, and a dance school in her race, class, religion or life’s We are committed to keeping passed 2,000 positive cases younger days and that she purpose. Don’t let this be through Monday morning, remained a successful real your story, too!” you informed during this according to data posted by estate agent in the Bay this news organization. Area. Contact Rick Hurd at 925- difficult time. “I am beyond devastated In the end, however, Bar- 945-4789.

Virtual FROM PAGE 1 virtual connection is especially beneficial for members of her group who live alone. “I’m married, so I have a built-in companion who I actually enjoy,” she says. “But when you’re by your- self, the loneliness can set in really fast. So this has been just enormous.” Last week, Katie Marcel COURTESY OF CURTIS CORLEW of Livermore found a way to Edward Willis speaks to his dad, Antioch resident Curtis take the virtual hangout an Corlew, via the Zoom conferencing app as other far-flung imaginative step further. members of the “virtual family get-together” stand by. She and her far-flung family members are huge smackdown began. the years, they have of- fans of “Nailed It,” a Net- On Sunday, the three ten used FaceTime to com- flix reality series that pits families submitted vid- municate. But it was the contestants against each eos of their work to Mar- shelter-in-place situation other in a bake-off. So cel’s parents, who were en- brought on by the pandemic they decided to hold their listed as judges. Everyone that got them to think big- own “Nailed It”-like family got together via Zoom to ger. competition over a week- hear their rulings, but like “It’s interesting that it end. so many parents — and took something like this to “It was so fun, and we grandparents — the elders get us all to participate in were all really into it,” she refused to show favoritism, the kind of fun project we says. awarding everyone involved could have been doing all On Saturday, Marcel con- a special prize. along,” Marcel says. ! ! ferenced with her parents in “Our family won the “I think it’s going to " " # North Dakota, along with ‘shock-and-awe’ award, ap- change how we live apart !" $$$" %&' #$ %& '$("()* "# #$ +!,,()* "-. ,!// +"(#) her two sisters and their parently for our great use of from here on out. We’ll all $ families in Chicago and Se- glitter,” Marcel says. be more connected.” -!" / -(/ !/. %#0"1 attle, to set up the contest Her parents and siblings rules and theme (waterfall have lived apart for more Contact Chuck Barney at ! " # $%" ! ! &'' ()& * ) +*, cakes). Then, the culinary than two decades and, over 925-952-2685. - % ! ! " . $ /0 () *, ) $ 1* !" ! % 2 3 4 " 5 6 7 %!" ! % ! !8 ! ( ' ' -- ! %, ameda County lists only the Nine people who dis- !! % 8 ! ' %8 %! $ 1 ! ! -" ( !', number of positive cases played symptoms were then 7 $ 1 ! %! % ! ! 8" 7 " - Homeless and the number of deaths. tested for the coronavirus, ) $ 1* !" 7 ! ! ! %! % 8 78 # 7 ' % 8 7 80 ! ! ! 9" FROM PAGE 1 Cortese said he’s been and all test results were ) $ 1* !" # ! % % 0 trying without success to negative. said Santa Clara County Su- get Santa Clara County The county didn’t re- pervisor Dave Cortese. health officials to report spond to questions about ( ) & * 2 ! 7 ! -" ! ! Santa Clara County, Al- cases by census tract, ar- where the encampment " % !: !8 "! -7 2 3 4 ! 5 6 ameda County and San guing that more specifics was. Local outreach work- ()% %-*, Francisco have begun re- will help residents better ers say they’re in the dark, moving handfuls of home- protect themselves. too. ( ' * "! 8 ; 4 ! ( )<!*, less residents with possible In answer, he said, he’s “I don’t know where that ! % % ! % & ! % %- COVID-19 symptoms from heard concerns about pro- person died. I would like !-! % 2"% # <! 7 - ! 8 % 27! % %- 7 ! ! % % 80 ! . - shelters and, if they no lon- tecting patient privacy, as to know, to protect myself !!! 18 4 ! % 7 - ! % %- 7 ger need medical care, from well as worries that neigh- and my teams,” said Pastor ! ! % 7 - ! % %- 7 18 4 ! hospitals, and isolating borhoods or populations Scott Wagers of CHAM De- % 7 - ! % = ! % 27! 7 - ! ; them in hotel rooms. affected by the coronavirus liverance Ministry in San But it’s much harder to might be stigmatized. Jose. 7 ' 7! 6> <! % 80 ! track cases among unshel- But Cortese thinks in- Wagers and his team ;4 + / 8 ! ' % %" tered residents, and Cortese formation would help, not deliver food, clothing and <! 8% % 7! % 8 7 - !-! worries about cases going hurt. coronavirus information to unnoticed in encampments. “The more we get infor- homeless encampments in + $ # &, * / ! % % <! 8 % -% "! ! %! % < % 2 % 2!% %'! Outreach workers in Al- mation out, the more tran- the city. Many of the home- # % < % %8 - -%! -8 ameda County have similar quil the community is, the less people he meets there < % - 777 $ 12 % concerns. more satisfied our constitu- don’t know much about “It’s so critical that this ents are that things are un- the virus or how to protect information is getting out der control,” he said. “The themselves, he said. % -8 !" 9 . 2 % 2!% to the communities that are last things we want right “All of their information / 8 .! 8 % % 8 7 8 % 8 % doing outreach in encamp- now are conspiracy issues is coming from the street, % / 8 8 % ( ! .! 8 % %, 8 %8 ments right now,” said Talya or suspicions or people hav- so they don’t know what to -? % -8 7" ." 78 8 ! ' % -8 Husbands-Hankin, an ac- ing anxiety about whether believe,” Wagers said. ( -% % < % 9 . , 8 7 8 -@ % % tivist who works with the or not we have this under Cortese said his office homeless in Oakland, “so control.” receives half a dozen calls ! 8 ' 7 ' 7 % " 0 $ 1 %'" we can both protect our- Santa Clara and Alam- a day from nonprofits and selves and actually make eda county officials did not outreach workers like Wa- sure we are not furthering respond to questions about gers asking for information, - ./0 1/1/0 12// " ! the spread of COVID-19 by the level of detail in their including about which en- 1'! ! 6 8 % < 1'! 2 A # ! exposing ourselves and then coronavirus reporting. campments to approach < 2 =" %8 " 7 %%- ! - going from one encamp- On March 16, Gov. Gavin with caution because of !! ' % 7- 0 &2B+ @% ! - ment to another.” Newsom reported that possible infections. Cortese The way Bay Area coro- a homeless person from can’t tell them, because he ! "# $ %# %! % &$ ! "$ navirus cases are reported Santa Clara County had doesn’t have those details ' ! (%! ! !% ' ' ! !"! ! %! )"&"! to the public varies from died of COVID-19, in what himself. ("! * " % %! % "" ! " county to county. Santa appears to be the region’s “You run the risk of in- !"! ! ' %% ("! +* " Clara County has an on- first — and so far only — fecting the very people who , " !"! ! ' %% -./ % $! - line dashboard that breaks reported homeless death. are putting the time and ef- ("'!"( ( -0- % -+122+2-/+3/-2 4""+%!!5 % " $ !" ! down cases by age group, The next day, the county fort in on a volunteer basis % &! $ ' 6(" 7 % gender and whether the pa- wouldn’t confirm the death to reach these communities 6&%!6 % &# ! * ! $% ' 6! ! % !! tient had other chronic ill- or provide details. in the first place,” he said. %$* ! $%8 ($&" ! $% !"! % %! %' 4( !%5 #! (9,,! '$ $%*) % &# ) * ! ! ! nesses. It doesn’t say how But on Monday, a county “That would be devastating, "!%6 ! $% % ! $ !' ! '% $% % ! %!% many patients, if any, are representative issued an to suddenly have the army '% "% - - "# %!! $%% + 3 "% 6" ' homeless, nor does it spec- emailed statement saying of volunteers infected and 03.- &!!! 09 ' 39 ( '# %$* %'# !7 "$' * ify what city or neighbor- staff had identified the en- in quarantine, and then no- $% "'# hood they’re from. campment where the de- body’s reaching out to the Sonoma County has a ceased patient spent time homeless.” ("!! ' !"!( ! ! $% % ! $% "!%68 ! similar dashboard that lists and screened 60 mem- :$%! &$ !"! ! % ! " (% ! the number of cases per re- bers of that community for Contact Marisa Kendall at gion within the county. Al- symptoms. 408-920-5009. Case 4:16-cv-02200-HSGNewspaper : East Bay Document Times 226-2 Advertiser Filed 06/01/20: ANGEION Page GROUP 13 of 30 Issue Date : 04/07/2020 Ad Number : 000646390801

TUESDAY, APRIL 7, 2020 001 BAY AREA NEWS GROUP A5

GOVERNOR HAD ORDERED DELAY

Wisconsin court rules that primary can proceed today ! ! By Scott Bauer son voting to June 9, as poll absentee voting to April " " # and Steve Peoples sites closed because ner- 13. The justices split 5-4, !" $$$" %&' #$ %& '$("()* "# #$ +!,,()* "-. ,!// +"(#) The Associated Press vous volunteers were un- with the ﬁve Republican- $ willing to staff them and appointed justices siding MADISON, WIS. » Voters in as criticism about holding with national and Wiscon- -!" / -(/ !/. %#0"1 Wisconsin will likely face the election grew. sin Republicans to prohibit a choice today of partic- The governor said his the expanded absentee vot- ! " # $%" ! ! &'' ()& * ) +*, ipating in a presidential order was the last hope for ing. - % ! ! " . $ /0 () *, ) primary election or heed- stopping the election, and At the presidential level, $ 1* !" ! % 2 3 4 " 5 6 7 %!" ing warnings from public he had no immediate com- Joe Biden already has a ! % ! !8 ! ( ' ' -- ! %, !! % 8 ! ' %8 %! $ 1 ! ! -" ( !', health officials to stay away ment after the ruling about commanding delegate 7 $ 1 ! %! % ! ! 8" 7 " - from large crowds during any other possible legal lead over Bernie Sanders, ) $ 1* !" 7 ! ! ! %! % 8 78 # the coronavirus pandemic. challenges. and the Wisconsin results 7 ' % 8 7 80 ! ! ! 9" The Wisconsin Supreme “There’s not a Plan B. aren’t likely to dampen his ) $ 1* !" # ! % % 0 Court on Monday ordered There’s not a Plan C,” Evers march to the Democratic the election back on, hours said earlier Monday. nomination. But the tumult after Democratic Gov. Tony The Wisconsin election in one of the most critical ( ) & * 2 ! 7 ! -" ! ! Evers issued an executive is being viewed as a na- general election battle- " % !: !8 "! -7 2 3 4 ! 5 6 order postponing it for two tional test case in a broader grounds underscored the ()% %-*, months. That was part of a ﬁght over voter access in challenge of voting during ( ' * "! 8 ; 4 ! ( )<!*, last-ditch effort by Evers to the age of the coronavi- a pandemic when public ! % % ! % & ! % %- stop in-person voting today rus with major implica- health officials are discour- !-! % 2"% # <! 7 - ! 8 % 27! % out of concerns about put- tions for the presidential aging groups from gather- %- 7 ! ! % % 80 ! . - ting poll workers and vot- primary contests ahead — ing for virtually any reason !!! 18 4 ! % 7 - ! % %- 7 ers at risk of being exposed and, possibly, the Novem- to prevent the spread of the ! ! % 7 - ! % %- 7 18 4 ! to COVID-19. ber general election. Many virus. % 7 - ! % = ! % 27! 7 - ! ; The court ruled 4-2, other states pushed their Evers himself had ques- with four conservatives in primaries back as the coro- tioned whether he had the 7 ' 7! 6> <! % 80 ! ;4 + / 8 ! ' % %" support and two liberals navirus swept across the power to reschedule the <! 8% % 7! % 8 7 - !-! against, that Evers lacked nation. election, but said the wors- the authority to move the Later Monday, the U.S. ening situation, including + $ # &, * / ! % % <! 8 % -% "! election on his own. Evers Supreme Court blocked an increase in COVID-19 ! %! % < % 2 % 2!% %'! had previously opposed a plan to extend absen- deaths from 56 on Friday # % < % %8 - -%! -8 moving the election and tee voting in Wisconsin’s to 77 on Monday, made it < % - 777 $ 12 % said he didn’t have the au- spring primary by six days clear there was no way to thority to shift the tim- because of the coronavirus. safely move forward. Evers ing unilaterally. But he Republicans had asked the said he was motivated by % -8 !" 9 . 2 % 2!% / 8 .! 8 % % 8 7 8 % 8 % changed course Monday, court to throw out a lower protecting public health, % / 8 8 % ( ! .! 8 % %, 8 %8 ordering a delay of in-per- court’s order extending not politics. -? % -8 7" ." 78 8 ! ' % -8 ( -% % < % 9 . , 8 7 8 -@ % % ENJOY LIFE MORE! ! 8 ' 7 ' 7 % " 0 $ 1 %'" A Reverse Mortgage could - ./0 1/1/0 12// " ! 1'! ! 6 8 % < 1'! 2 A # ! provide you with the < 2 =" %8 " 7 %%- ! - Financial Freedom !! ' % 7- 0 &2B+ @% ! - you need!

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IS AN ESSENTIAL SERVICE When a crisis hits home, we’re there for you.

We are committed to keeping you informed during this difficult time. Case 4:16-cv-02200-HSGNewspaper : East Bay Document Times 226-2 Advertiser Filed 06/01/20: ANGEION Page GROUP 14 of 30 Issue Date : 04/14/2020 Ad Number : 000646390801

A2 BAY AREA NEWS GROUP 000 TUESDAY, APRIL 14, 2020

CELEBRITIES STANFORD STUDY TODAY IN HISTORY Deforestation allows animal 1865 President Abraham Lincoln was fatally shot by John viruses to jump to humans Wilkes Booth during “Our American Cousin” at Ford’s Theater in Washington. By Catrin Einhorn The New York Times 1902 The destruction of for- James Cash Penney, founder ests into fragmented of J.C. Penney, opened his patches is increasing the first store, The Golden Rule, likelihood that viruses and in Kemmerer, Wyoming. other pathogens will jump Sean “Diddy” Combs Jennifer Lopez from wild animals to hu- 1912 mans, according to a study from Stanford University The RMS Titanic collided Combs, Lopez reunite published this month. with an iceberg in the North The research, which fo- Atlantic at 11:40 p.m. ship’s cused on contact between time and began sinking. for dance party benefit humans and primates in (The ship went under two western Uganda, holds NATIONAL INSTITUTES OF HEALTH VIA THE NEW YORK TIMES hours and 40 minutes later with the loss of 1,514 lives.) By Lisa Respers France ers during the COVID-19 lessons for a world reeling An electron microscope image of 2019-nCoV, the virus CNN crisis. from the coronavirus out- that causes COVID-19, isolated from a patient in the U.S., But Instagram went break and searching for emerging from the surface of cells cultured in a lab. 1935 It’s all love between wild when Lopez showed strategies to prevent the Diddy and J-Lo. up on a split screen with next global pandemic. instance, virgin rainforest In Uganda, researchers The “Black Sunday” dust Sean “Diddy” Combs Combs. “COVID has taught is being burned to farm combined satellite data storm struck the central and his ex-girlfriend Jen- The pair famously us that once a pandemic commodities like soy, palm with face-to-face surveys of Plains, turning a sunny af- nifer Lopez showed off dated from 1999 to 2001 starts, it’s very hard to con- oil and cattle. Recently, de- more than 900 people near ternoon into total darkness. their friendship and their and they have remained trol,” said Laura Bloom- forestation in the Brazilian Kibale National Park, ana- dance moves Sunday dur- friends. field, a doctoral candidate Amazon has risen sharply lyzing the geographic fac- LOTTERY ing his Instagram Live It was a lovefest when at Stanford and the study’s under the government of tors and behavioral traits WINNING NUMBERS fundraiser. Lopez showed up, dancing lead author. “If we can de- President Jair Bolsonaro. that led to increased phys- Daily 3 Afternoon: 8, 8, 7 On Saturday the mogul with Combs to Elvis Cres- crease the potential for Eric Lambin, a professor ical interactions between Daily 3 Evening: 3, 2, 8 posted on his verified Ins- po’s “Suavemente.” people to come into con- of Earth system science at humans and wild primates. tagram account “Let’s lift “I probably taught you tact with wild animals, Stanford and one of the While the researchers Daily 4: 5, 3, 2, 0 up the energy.” that,” she joked, taking that is one way to decrease study’s co-authors, said expected to see the high- Fantasy 5: “Tomorrow we will all credit for her ex’s moves. the likelihood of having re- that the United States has est contact near the most 3, 8, 27, 33, 34 dance together for our Lopez was joined by her current pandemics.” its own example of an an- robust habitat and densest DAILY DERBY healthcare workers! Let’s fiance, sports analyst and In Uganda, a rapidly imal-borne disease linked primate populations, they 1st: 1, Gold Rush spread some positive former New York Yankees growing population means to patchwork woodlands found the opposite: Dwin- vibes and let them know player Alex Rodriguez, more people are carving close to suburban and ru- dling islands of forest, left 2nd: 12, Lucky Charms how much we appreciate who she said was a fan of out patches of forest land ral communities: Lyme dis- as people moved in around 3rd: 10, Solid Gold them!,” Combs posted. Combs’ Bad Boy discog- to feed their families. ease, which spreads from wild primates, led to more Race time: 1:42.09 “Tomorrow at 3PM EST raphy that includes rap- Humans have already wildlife to humans by ticks. interactions between hu- SUPER LOTTO PLUS on my Instagram Live per Mase. claimed more than a third “We see the animals as mans and primates. Team Love Dance-A-Thon. “You and Mase are of the Earth’s land for ag- infecting us, but the pic- People ventured into the Saturday’s drawing: THE WHOLE WORLD IS like his heroes, OK?” Lo- ricultural use. Tropical for- ture that’s coming from forest in search of wood for 1, 4, 8, 27, 29 INVITED!!!!!!” pez told Combs. “It’s like ests are being destroyed at the study and other stud- construction or food, and Mega number: 3 Combs, who recently every party we do, any- record or near-record rates ies is we really go to the an- monkeys and chimpan- Wednesday’s estimated changed his middle name thing we do, it’s like ‘Put every year. In places like he imals,” Lambin said. “We zees ventured out to feast jackpot: $19 million to “Love,” was promot- on Puffy and Mase.’ ” Amazon and Indonesia, for intrude on their habitats.” on crops. MEGA MILLIONS ing Team Love partner- The trio also talked ing with Direct Relief, about who they said are Friday’s drawing: “a nonprofit humanitar- the true heroes at the mo- 2, 11, 21, 57, 60 ian aid organization that ment — those working on News of the weird Birthdays Mega Number: 13 rushes critical medicines the front lines during the They didn’t let virus stop them Singer Loretta Lynn is 88. Today’s estimated jack- Actress Julie Christie is and requested supplies to pandemic. Amy Simonson and Dan Stuglik had their April 4 wedding in pot: $145 million communities affected by “These people, they 80. MLB All-Star Pete Rose Pokagon, Michigan, but the coronavirus pandemic forced is 79. Actor John Shea is POWERBALL poverty or emergencies are the real heroes,” Ro- them to get creative. Stuglik was determined that his throughout the world,” driguez said. “Sometimes 72. Actor Peter Capaldi is Saturday’s drawing: bride not walk down the aisle between empty pews in the 62. Actor Brad Garrett is 22, 29, 30, 42, 47 according to its site. we have it twisted. church. He decided to fill the church with cutouts of family Several celebs includ- “They say we’re the he- 60. Actor Robert Carlyle is Powerball: 17 and friends. He was helped by Menasha Packaging Co. The 59. Actor Anthony Michael ing Drake showed up on roes, athletes and enter- company supplied more than 100 cutouts of varying sizes, Wednesday’s estimated Easter Sunday to both tainers. They’re the he- Hall is 52. Actor Adrien jackpot: $22 million shapes and hairstyles. The newlyweds will have a reception Brody is 47. Actress Sarah jam with Combs and roes in the front line pro- in October and canceled their honeymoon, but Stuglik said Note: Due to virus future help raise money for in- tecting us, doing God’s Michelle Gellar is 43. Ac- Powerball payouts jackpots they “both have peace now, because it’s stripped down to tress Abigail Breslin is 24. ner-city health care work- work really.” what it should be, which is us and God, getting married.” will be based on ticket sales.

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TUESDAY, APRIL 21, 2020 000 BAY AREA NEWS GROUP B3

BART

VTA drops plan for massive San Jose tunnel

sign for the first part of By Nico Savidge the extension, including nsavidge@ bayareanewsgroup.com its 28th Street/Little Por- tugal station just west of VTA is again changing Highway 101, then chang- its plans for the multimil- ing to the single-bore tun- lion-dollar project bring- nel with stacked platforms ing BART through down- as the extension gets closer town San Jose, dropping a to downtown. proposal to bore the world’s BART Assistant General largest subway tunnel for Manager Carl Holmes said nearly 5 miles beneath the the changes, including two city and reopening the pro- new sites for emergency cess for designing an exten- evacuations, have assuaged sion that already is severely the agency’s concern about delayed. having stacked platforms What remains unclear is — a design Holmes previ- how much this redesigned ously said was not feasible. version of the project will “BART is excited about cost, or when BART trains both concepts, and we plan will finally roll into the cen- to work collaboratively on ter of the Bay Area’s larg- the engineering and esti- est city. mating of both of those Critics had raised ques- concepts,” Holmes said. tions about VTA’s ability to The new ideas for the pull off audacious plans to extension more closely re- bore a 55-foot-wide tunnel semble the Spanish subway under downtown San Jose, that inspired the single- particularly as the agency tunnel design, said Jon- is nearly two years late de- athan English, a Colum- livering stations in Milpi- bia University urban plan- tas and Berryessa — the ning doctoral candidate far more conventional first who studies transportation phase of the long-awaited mega-projects. English was Santa Clara County exten- among those raising con- sion it is building for BART. cerns about VTA’s plan for VTA arrived at the mas- a bigger tunnel, which he sive downtown San Jose said was risky because of tunnel design after years of its unprecedented size. discussions and a series of RENDERING COURTESY OF VALLEY TRANSPORTATION AUTHORITY The smaller tunnel con- concessions to businesses, A VTA rendering shows what a BART stop at Diridon Station in San Jose might look like. The station would have nect, English said, “has at which wanted the agency to escalators to accommodate SAP Center crowds, unlike two underground San Jose stops that would use elevators. least been done once.” minimize disruptions from While some advocates the project at street level, design process continued. sign later this year. Santa Clara Street, then tunnels with “cut-and- have encouraged VTA to and to BART leaders, who The tunnel design that It will take several continuing north from Diri- cover” station construc- embrace the even more had resisted a plan to bore a the agency’s staff spent a months of further design don Station to a final stop tion that tears up streets conventional twin-tun- smaller tunnel with station year pursuing is about $4 work to figure out how in Santa Clara. for years at a time, the nel design for the entire platforms stacked on top of billion more expensive than much the project will cost Both of the new design method is much less dis- project, agency officials one another. initially believed and sub- or a schedule for construc- ideas call for using, at least ruptive at ground level. rejected that idea for the VTA officials earlier this stantially riskier than other tion, Fernandez said. The for part of the extension, a In one concept, VTA core of downtown, saying year said the 55-foot-wide designs, General Manager most recent estimate for it smaller version of the “sin- would use a smaller, it would be too disruptive tunnel design was not Nuria Fernandez told the was $5.6 billion, with con- gle-bore” tunneling concept though still quite large, to streets and businesses. riskier than other subway agency’s board. struction starting in 2022 that VTA officials chose for 48-foot-wide tunnel for That was good news building methods, and they “The risk was too much and stations opening in the project in 2018. the length of the subway. to Scott Knies, executive downplayed the idea that it and we were not certain 2029 or 2030. In that method — which Trains would run side by director of the San Jose was adding to the project’s that we would be getting The agency’s planners was pioneered by a Span- side for part of the exten- Downtown Association overall cost, even though bids,” Fernandez said, “and won’t be starting from ish subway line and is sion, then move to sepa- and a longtime proponent that tunnel was substan- if we did get bids to build square one with the new unprecedented in North rate levels as they continue of the single-bore method. tially larger than prior this configuration, they designs. They will work America — subway plat- through the busiest parts “Thank you to every- plans for the project. would be much higher than within a design frame- forms and both directions of downtown. body for your hard work in A VTA spokeswoman what we had budgeted.” work that already has got- of tracks are all contained The other concept coming to this new agree- also said contractors at the VTA engineers will now ten environmental clear- within a single tunnel. would be a more signifi- ment,” Knies said during time had not raised any explore two competing ance and will keep the ex- Unlike more conven- cant change: It calls for public comment at Friday’s concerns about the designs. ideas for revising the de- tension’s route the same: tional subway designs that using the conventional meeting. “Let’s make sure it But on Friday, VTA offi- sign that involve smaller Trains will continue south involve boring two smaller “twin-bore” subway de- sticks this time.” cials said prospective con- tunnels and stacked station from the Berryessa station tractors who initially sup- platforms — with BART of- before diving underground, ported the project became ficials’ approval. VTA’s turning across Highway 101 more skeptical of it as the board will pick a new de- and running west beneath

! ! " " # Congratulations !" $$$" %&' #$ %& '$("()* "# #$ +!,,()* "-. ,!// +"(#) $ C 2020! -!" / -(/ !/. %#0"1 of ! " # $%" ! ! &'' ()& * ) +*, elebrate the accomplishments of graduates of ALL ages, and show them how - % ! ! " . $ /0 () *, ) C $ 1* !" ! % 2 3 4 " 5 6 7 %!" proud you are as they step forward to share their talents with the world! Our Bay ! % ! !8 ! ( ' ' -- ! %, Area News Group Annual Graduation page will publish on Sunday, June 14th, 2020 !! % 8 ! ' %8 %! $ 1 ! ! -" ( !', 7 $ 1 ! %! % ! ! 8" 7 " - in The Mercury News & East Bay Times daily publications. ) $ 1* !" 7 ! ! ! %! % 8 78 # 7 ' % 8 7 80 ! ! ! 9" Deadline will be Monday, June 8, at 5:00pm. ) $ 1* !" # ! % % 0 Greetings can be emailed to [email protected] (jpg or pdf photos only), please include your name, address and telephone number in the email or mail to Graduates, Bay Area News Group Classifieds, 3260 Lone Tree Way #100, Antioch, CA 94509. Forms can also be faxed to 925-779-7114. P cd mpd, -ddd vp ph . ( ) & * 2 ! 7 ! -" ! ! " % !: !8 "! -7 2 3 4 ! 5 6 Give your graduate the best greeting card they will get – One written by you! ()% %-*, sc h dd m h xmp. style a style B ( ' * "! 8 ; 4 ! ( )<!*, ! % % ! % & ! % %- With Photo – $78 With Diploma – $78 !-! % 2"% # <! 7 - ! 8 % 27! % 30 Words Maximum 50 Words Maximum %- 7 ! ! % % 80 ! . - (Includes Name of Graduate and School) (Includes Name of Graduate and School) !!! 18 4 ! % 7 - ! % %- 7 Includes a 5x7 keepsake commemorative plaque Includes a 5x7 keepsake commemorative plaque ! ! % 7 - ! % %- 7 18 4 ! % 7 - ! % = ! % 27! 7 - ! ; 7 ' 7! 6> <! % 80 ! ;4 + / 8 ! ' % %" <! 8% % 7! % 8 7 - !-!

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Stacey L. Jones You worked so hard to Harmony High School achieve your goals, and you % -8 !" 9 . 2 % 2!% succeeded! Now, as you / 8 .! 8 % % 8 7 8 % 8 % You worked so hard to % / 8 8 % ( ! .! 8 % %, 8 %8 prepare to go forward with -? % -8 7" ." 78 8 ! ' % -8 achieve your goals, and you new goals and aspirations, succeeded! Best of luck we have no doubt that you ( -% % < % 9 . , 8 7 8 -@ % % at DVC. will continue with success. ! 8 ' 7 ' 7 % " 0 $ 1 %'" We Love You We Love You Dad, Mom, Johnny Dad, Mom, Johnny and Sally and Sally - ./0 1/1/0 12// " ! 1'! ! 6 8 % < 1'! 2 A # ! < 2 =" %8 " 7 %%- ! - Laminated Keepsake Copies are now professionally producted by our vendor at $8/each. !! ' % 7- 0 &2B+ @% ! - Please make checks payable to Bay Area News Group. Please include ______l a m inated copies. Laminates take 4-6 weeks to process. Prepayment is required. Check, money order, Visa, M/C, AmEX and Discover accepted. Please do not send cash. Please do not ! "# $ %# %! % &$ ! "$ email your credit card information, we will call you for payment once the ad is processed. For more information, ' ! (%! ! !% ' ' ! !"! ! %! )"&"! ("! * " % %! % "" ! " call 925-933-2020 Option #1. Option#1. If your message cannot all fit on this form, please submit on a separate piece ofpaper. !"! ! ' %% ("! +* " , " !"! ! ' %% -./ % $! - Congratulations Class of 2020! ("'!"( ( -0- % -+122+2-/+3/-2 4""+%!!5 % " $ !" ! Name of Graduate: ______ % &! $ ' 6(" 7 % School: ______6&%!6 % &# ! * ! $% ' 6! ! % !! %$* ! $%8 ($&" ! $% !"! % %! %' 4( !%5 Message: ______#! (9,,! '$ $%*) % &# ) * ! ! ! ______"!%6 ! $% % ! $ !' ! '% $% % ! %!% ______'% "% - - "# %!! $%% + 3 "% 6" ' Your Name: ______ 03.- &!!! 09 ' 39 ( '# %$* %'# !7 "$' * $% "'# Address ______City ______Z i p ______Email:______("!! ' !"!( ! ! $% % ! $% "!%68 ! Credit Card # ______Exp. Date ______ :$%! &$ !"! ! % ! " (% ! Home Phone: ______W o r k Phone: ______g c b pcd wh ph mb. Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 16 of 30

Exhibit C Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 17 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 18 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 19 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 20 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 21 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 22 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 23 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 24 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 25 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 26 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 27 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 28 of 30 Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 29 of 30

Exhibit D Case 4:16-cv-02200-HSG Document 226-2 Filed 06/01/20 Page 30 of 30 Exclusion List

Exclusion # Name Exclusion Date 1 KENNETH HINTON 5/26/2020

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EXHIBIT B Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 2 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 3 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 4 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 5 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 6 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 7 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 8 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 9 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 10 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 11 of 12 Case 4:16-cv-02200-HSG Document 226-3 Filed 06/01/20 Page 12 of 12 Case 4:16-cv-02200-HSG Document 226-4 Filed 06/01/20 Page 1 of 9

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 11 MARTIN SCHNEIDER, SARAH Case No.: 4:16-CV-02200-HSG DEIGERT, THERESA GAMAGE, and 12 NADIA PARIKKA, individually and on [PROPOSED] FINAL APPROVAL 13 behalf of all others similarly situated, ORDER AND ORDER OF DISMISSAL 14 Plaintiffs,

15 v. 16 CHIPOTLE MEXICAN GRILL, INC., a 17 Delaware corporation,

18 Defendant.

19 20 21

22 23 24 25 26 27 28

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1 [PROPOSED] ORDER 2 The Court having held a Final Approval Hearing on July 30, 2020, notice of the 3 Final Approval Hearing having been duly given in accordance with this Court’s Order 4 (1) Certifying Provisional Settlement Class, (2) Preliminarily Approving Class Action 5 Settlement, and (3) Providing for Notice to the Settlement Class (“Preliminary 6 Approval Order”), and having considered all matters submitted to it at the Final 7 Approval Hearing and otherwise, and finding no just reason for delay in entry of this 8 Final Approval Order and Order of Dismissal, and good cause appearing therefore, 9 It is hereby ORDERED, ADJUDGED, AND DECREED as follows: 10 1. The Settlement Agreement dated September 11, 2019, including exhibits 11 (the “Agreement”), and the definition of the words and terms contained therein, are 12 incorporated by reference in this Order. 13 2. The Court has jurisdiction over the subject matter of the Action and over 14 the Parties, including all members of the following Settlement Class certified for 15 settlement purposes only in this Court’s Preliminary Approval Order: 16 All persons in the United States who purchased Chipotle’s Food Products in its restaurants during the Class Period. 17 18 Excluded from the Settlement Class are all persons who validly opt out of the 19 Settlement in a timely manner; governmental entities; counsel of record (and their 20 respective law firms) for the Parties; Defendant and any of its parents, affiliates, 21 subsidiaries, independent service providers and all of its respective employees, officers, 22 and directors; the presiding judge in the Action or judicial officer presiding over the 23 matter, and all of their immediate families and judicial staff; and any natural person or 24 entity that entered into a release with Defendant prior to the Effective Date concerning 25 the Food Products. 26 3. The Class Action Settlement Administrator determined that one person 27 timely and validly opted out of the Settlement and, thus, is excluded from the 28 Settlement Class. The list of such person timely and validly opting out of the

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1 Settlement is attached to the Declaration of Steven Weisbrot in support of Plaintiffs’ 2 Motion for Final Approval of Settlement as “Exhibit D.” (Dkt. No. ___.) All 3 Settlement Class Members not identified in Exhibit 1 shall be bound by this Order. 4 4. The Court hereby finds that the Agreement is the product of arm’s length 5 settlement negotiations among Plaintiffs, Class Counsel, and Defendant. 6 5. This Court now gives final approval to the Agreement, and finds that the 7 Agreement is fair, reasonable, adequate, and in the best interests of the Settlement 8 Class. The settlement consideration provided under the Agreement constitutes fair value 9 given in exchange for the release of the Released Claims against the Discharged Parties. 10 The Court finds that the consideration to be paid to Settlement Class Members is 11 reasonable, and in the best interests of the Settlement Class Members, considering the 12 total value of their claims compared to (i) the disputed factual and legal circumstances 13 of the Action, (ii) affirmative defenses asserted in the Action, and (iii) the potential 14 risks and likelihood of success of pursuing litigation on the merits. The complex legal 15 and factual posture of this case, the amount of discovery completed, and the fact that the 16 Settlement is the result of arm’s-length negotiations between the Parties all support this 17 finding. The Court finds that these facts, in addition to the Court’s observations 18 throughout the litigation, demonstrate that there was no collusion present in the 19 reaching of the Agreement, implicit or otherwise. 20 6. The Court has considered the factors relevant to class action settlement 21 approval, including: (1) the strength of the plaintiffs’ case; (2) the risk, expense, 22 complexity, and likely duration of further litigation; (3) the risk of maintaining class 23 action status throughout the trial; (4) the amount offered in settlement; (5) the extent of 24 discovery completed and the stage of the proceedings; (6) the experience and views of 25 counsel; (7) the presence of a governmental participant; and (8) the reaction of the class 26 members to the proposed settlement. In re Online DVD-Rental Antitrust Litig., 779 27 F.3d 934, 944 (9th Cir. 2015). 28

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1 7. The Court finds that the requirements of Rule 23(b)(3) of the Federal Rules 2 of Civil Procedure have been satisfied for certification of the Settlement Class for 3 settlement purposes only because: Settlement Class Members are so numerous that 4 joinder of all members is impracticable; there are questions of law and fact common to 5 the Settlement Class; the claims and defenses of the Class Representatives are typical of 6 the claims and defenses of the Settlement Class they represent; the Class 7 Representatives have fairly and adequately protected the interests of the Settlement 8 Class with regard to the claims of the Settlement Class they represent; common 9 questions of law and fact predominate over questions affecting only individual 10 Settlement Class Members, rendering the Settlement Class sufficiently cohesive to 11 warrant a class settlement; and the certification of the Settlement Class is superior to 12 individual litigation and/or settlement as a method for the fair and efficient resolution of 13 this matter. The Court additionally finds, for the reasons set forth in Plaintiffs’ motions 14 for preliminary and final approval, that despite any differences among the laws of the 15 various states, common issues of law and fact predominate, making certification of a 16 nationwide class appropriate for settlement purposes. In particular, the various states 17 require similar elements of proof with respect to Plaintiffs’ consumer fraud and unjust 18 enrichment claims, and because the challenged in-store menus were consistent 19 nationwide, provided to all Settlement Class Members nationwide, any minor variations 20 in the elements of consumer fraud and unjust enrichment claims under the laws of the 21 various states are not material for settlement purposes, do not create a conflict for 22 settlement purposes, and do not outweigh a finding of predominance for settlement 23 purposes regarding the core factual and legal question presented in this action: whether 24 Defendant’s “non-GMO” representations nationwide would likely deceive a reasonable 25 consumer. 26 8. The Court hereby finds and concludes that Class Notice was disseminated 27 to members of the Settlement Class in accordance with the terms set forth in Section IV 28 of the Agreement and was in compliance with this Court’s Preliminary Approval Order.

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1 9. The Court further finds and concludes that the Class Notice and Claims 2 submission procedures set forth in Sections III and V of the Settlement Agreement fully 3 satisfy Rule 23 of the Federal Rules of Civil Procedure and the requirements of due 4 process, were the best notice practicable under the circumstances, provided individual 5 notice to all members of the Settlement Class who could be identified through 6 reasonable effort and support the Court’s exercise of jurisdiction over the Settlement 7 Class as contemplated in the Settlement and this Order. 8 10. The Court finds that Defendant properly and timely notified the 9 appropriate government officials of the Settlement Agreement, pursuant to the Class 10 Action Fairness Act of 2005 (“CAFA”), 28 U.S.C. § 1715. 11 11. Accordingly, the Agreement is hereby finally approved in all respects, and 12 the Court certifies the above-referenced Settlement Class. 13 12. The Parties are hereby directed to further implement the Agreement 14 according to its terms and provisions, but may agree to reasonable extensions of time to 15 carry out any provisions of the Stipulation without further order from the Court. The 16 Agreement is hereby incorporated into this Final Approval Order and Order of 17 Dismissal in full and shall have the full force of an Order of this Court. 18 13. The Court reserves jurisdiction over all matters arising out of the 19 Agreement. 20 14. Plaintiffs and each of the Settlement Class Members fully release and 21 discharge Defendant and all its present and former parent companies, subsidiaries, 22 shareholders, officers, directors, employees, agents, servants, registered representatives, 23 attorneys, insurers, affiliates, successors, personal representatives, heirs and assigns, 24 retailers, suppliers, distributors, endorsers, consultants, and any and all other entities or 25 persons upstream and downstream in the production/distribution channels (together, the 26 “Discharged Parties”) from all claims, demands, actions, and causes of action of any 27 kind or nature whatsoever, whether at law or equity, known or unknown, direct, 28 indirect, or consequential, liquidated or unliquidated, foreseen or unforeseen, developed

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1 or undeveloped, arising under common law, regulatory law, statutory law, or otherwise, 2 whether based on federal, state or local law, statute, ordinance, regulation, code, 3 contract, common law, or any other source, or any claim that Plaintiffs or Settlement 4 Class Members ever had, now have, may have, or hereafter can, shall or may ever have 5 against the Discharged Parties in any other court, tribunal, arbitration panel, 6 commission, agency, or before any governmental and/or administrative body, or any 7 other adjudicatory body, on the basis of, connected with, arising from, or in any way 8 whatsoever relating to the purchase of the Food Products marketed as non-GMO during 9 the Class Period and the claims alleged in the operative complaint in the Action, and, 10 more particularly, but without in any way limiting the generality of the foregoing, 11 arising from, directly or indirectly, or in any way whatsoever pertaining or relating to 12 the claims alleged in the complaint in the Action, including, but not limited to, 13 communications, disclosures, nondisclosures, representations, statements, claims, 14 omissions, messaging, design, testing, marketing, labeling, advertising, promotion, 15 packaging, displays, brochures, studies, manufacture, distribution, operation, 16 performance, functionality, notification, providing, offering, dissemination, 17 replacement, sale and/or resale by the Discharged Parties of the Food Products, any 18 claims for rescission, restitution or unjust enrichment for all damages of any kind, 19 violations of any state’s deceptive, unlawful and/or unfair business and/or trade 20 practices, false, misleading or fraudulent advertising, consumer fraud and/or consumer 21 protection statutes, any violation of the Uniform Commercial Code, any breaches of 22 express, implied and/or any other warranties, any similar federal, state or local statutes, 23 codes, damages, costs, expenses, extracontractual damages, compensatory damages, 24 exemplary damages, special damages, penalties, punitive damages and/or damage 25 multipliers, disgorgement, declaratory relief, expenses, interest, and/or attorneys’ fees 26 and costs against the Discharged Parties pertaining to or relating to the claims alleged in 27 the operative complaint in the Action, notwithstanding that Plaintiffs and the Settlement 28 Class acknowledge that they may hereafter discover facts in addition to or different

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1 from those that they now know or believe to be true concerning the subject matter of the 2 Action and/or the Released Claims herein. 3 15. In addition, any rights of the Plaintiffs and each and every one of the 4 Settlement Class Members to the protections afforded under Section 1542 of the 5 California Civil Code and/or any other similar, comparable or equivalent laws, are 6 terminated. 7 16. Each and every Settlement Class Member, and any person actually or 8 purportedly acting on behalf of any Settlement Class Member(s), is hereby permanently 9 barred and enjoined from commencing, instituting, continuing, pursuing, maintaining, 10 prosecuting or enforcing any Released Claims (including, without limitation, in any 11 individual, class or putative class, representative or other action or proceeding), directly 12 or indirectly, in any judicial, administrative, arbitral, or other forum, against the 13 Discharged Parties. This permanent bar and injunction is necessary to protect and 14 effectuate the Agreement, this Final Approval Order and Order of Dismissal, and this 15 Court’s authority to effectuate the Agreement, and is ordered in aid of this Court’s 16 jurisdiction and to protect its judgments. 17 17. The Agreement (including, without limitation, its exhibits), and any and all 18 negotiations, documents and discussions associated with it, shall not be deemed or 19 construed to be an admission or evidence of any violation of any statute, law, rule, 20 regulation or principle of common law or equity, of any liability or wrongdoing, by 21 Defendant, or of the truth of any of the claims asserted by Plaintiffs in the Action, and 22 evidence relating to the Agreement shall not be discoverable or used, directly or 23 indirectly, in any way, whether in the Action or in any other action or proceeding, 24 except for purposes of enforcing the terms and conditions of the Agreement, the 25 Preliminary Approval Order and/or this Order. 26 18. If for any reason the Agreement terminates or Final Approval does not 27 occur, then certification of the Settlement Class shall be deemed vacated. In such an 28 event, the certification of the Settlement Class for settlement purposes shall not be

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1 considered as a factor in connection with any subsequent class certification issues, and 2 the Parties shall return to the status quo ante in the Action, without prejudice to the right 3 of any of the Parties to assert any right or position that could have been asserted if the 4 Settlement had never been reached or proposed to the Court. 5 19. In the event that any provision of the Agreement or this Final Approval 6 Order and Order of Dismissal is asserted by Defendant as a defense in whole or in part 7 to any cause of action, or otherwise asserted (including, without limitation, as a basis 8 for a stay) in any other suit, action, or proceeding brought by a Settlement Class 9 Member or any person actually or purportedly acting on behalf of any Settlement Class 10 Member(s), that suit, action or other proceeding shall be immediately stayed and 11 enjoined until this Court or the court or tribunal in which the claim is pending has 12 determined any issues related to such defense or assertion. Solely for purposes of such 13 suit, action, or other proceeding, to the fullest extent they may effectively do so under 14 applicable law, the Parties irrevocably waive and agree not to assert, by way of motion, 15 as a defense or otherwise, any claim or objection that they are not subject to the 16 jurisdiction of the Court, or that the Court is, in any way, an improper venue or an 17 inconvenient forum. These provisions are necessary to protect the Agreement, this 18 Order and this Court’s authority to effectuate the Agreement, and are ordered in aid of 19 this Court’s jurisdiction and to protect its judgment. 20 20. The Court approves Class Counsel’s application for $______in 21 attorneys’ fees and costs. 22 21. The Court approves a service award to the Class Representatives (Martin 23 Schneider, Sarah Deigert, Theresa Gamage, and Nadia Parikka) each in the amount of 24 $______. 25 22. No later than 21 calendar days after the Claim Payments are distributed to 26 the Settlement Class Members who submitted timely and valid Claim Forms, Plaintiffs 27 shall file a Post-Distribution Accounting, which includes, to the extent possible, all 28 information required under Northern District of California Procedural Guidance for

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1 Class Action Settlements, and post the same on the Settlement Website. This Final 2 Order and Order of Dismissal, and any Final Judgment to be entered hereon, shall also 3 be posted on the Settlement Website. 4 23. Without affecting the finality of this Final Approval Order and Order of 5 Dismissal, or any Final Judgment to be entered hereon, the Court shall retain 6 jurisdiction over all matters relating to administration, consummation, enforcement, and 7 interpretation of the Agreement. 8 24. The Court overrules any and all objections to the Settlement submitted by 9 Settlement Class Members. 10 25. This Court hereby dismisses the Action with prejudice, without costs to 11 any party, except as expressly provided for in the Agreement. 12 13 IT IS SO ORDERED. 14 15 DATED: ______HON. HAYWOOD S. GILLIAM, JR. 16 United States District Judge 17 18 19 20 21 22 23 24 25 26 27 28

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