Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 1 of 23

1 SANFORD L. MICHELMAN (SBN 179702) [email protected] 2 MICHELMAN & ROBINSON, LLP 10880 Wilshire Blvd., 19th Floor 3 Los Angeles, CA 90024 Telephone: (310) 564-2670 4 Facsimile: (310) 564-2671

5 MONA Z. HANNA (SBN 131439) 6 [email protected] JENNIFER A. MAURI (SBN 276522) 7 [email protected] MICHELMAN & ROBINSON, LLP 8 17901 Von Karman Avenue, 10th Floor Irvine, CA 92614 9 Telephone: (714) 557-7990 Facsimile: (714) 557-7991 10 Attorneys for Plaintiffs 11 DAVID LOWERY, VICTOR KRUMMENACHER, GREG LISHER, AND DAVID FARAGHER 12 UNITED STATES DISTRICT COURT 13 14 NORTHERN DISTRICT OF CALIFORNIA 15 DAVID LOWERY, VICTOR Case No.: 4:16-cv-01135-JSW KRUMMENACHER, GREG LISHER, and 16 DAVID FARAGHER, individually and on Hon. Jeffrey S. White behalf of themselves and all others similarly Hon. Jacqueline Scott Corley, Magistrate 17 situated, 18 Plaintiffs, PLAINTIFFS’ NOTICE OF MOTION AND 19 v. MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF 20 RHAPSODY INTERNATIONAL, INC. POINTS AND AUTHORITIES

21 Defendant.

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23 24 Complaint Filed: March 7, 2016 25

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1 TO THE COURT, ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 2 PLEASE TAKE NOTICE that on March 22, 2019 at 9:00 a.m., or as soon thereafter as 3 the matter can be heard before the Honorable Jeffrey White, in Courtroom 5 (2nd Floor), 4 Northern District of California, located at the Oakland Courthouse, 1301 Clay Street, Oakland, 5 CA 94612, Plaintiffs David Lowery, Victor Krummenacher, Greg Lisher, and David Faragher 6 (collectively, “Plaintiffs”) will and hereby do move the Court pursuant to Federal Rule of Civil 7 Procedure 23 for an Order: 8 1. Preliminarily approving the Settlement Agreement between Plaintiffs and Rhapsody 9 International, Inc. (“Defendant” or “Rhapsody”), dated January 16, 2019, on the 10 grounds that its terms are sufficiently fair, reasonable, and adequate for notice to be 11 issued to the class; 12 2. Certifying the proposed settlement class for settlement purposes only, pursuant to 13 Federal Rule of Civil Procedure 23; 14 3. Approving the form and content of the proposed class notice and notice plan; 15 4. Approving the form and content of the claims form; 16 5. Setting the deadline for class members to object to the settlement, wherein said 17 deadline is sixty (60) days following preliminary approval; 18 6. Setting the deadline for class members to opt-out of the settlement, wherein said 19 deadline is sixty (60) days following preliminary approval; 20 7. Appointing Michelman and Robinson, LLP, to represent the class as class counsel; 21 8. Appointing Heffler Claims Group LLC as Settlement Administrator; 22 9. Scheduling a hearing regarding final approval of the proposed settlement, Class 23 Counsel's request for attorneys' fees and costs, and enhancement payments to the 24 named Plaintiffs on March 13, 2020; and 25 10. Granting such other and further relief as may be appropriate 26 This Motion is based on this Notice of Motion and Motion; the Memorandum of Points 27 and Authorities below; the Declaration of Mona Z. Hanna filed concurrently herewith; all 28

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1 supporting exhibits filed herewith; all other pleadings and papers filed in this action; and any 2 argument or evidence that may be presented at the hearing in this matter. 3 4 Dated: February 15, 2019 MICHELMAN & ROBINSON, LLP 5 6 By: /s/Mona Z. Hanna Sanford L. Michelman 7 Mona Z. Hanna 8 Jennifer A. Mauri Attorneys for Plaintiffs 9 and Proposed Class 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 SUMMARY OF ARGUMENT 2 Pursuant to Federal Rule of Procedure Rule 23, Plaintiffs David Lowery, Victor 3 Krummenacher, Greg Lisher, and David Faragher (collectively, “Plaintiffs”) move this court for 4 an order preliminarily approving a proposed class action settlement agreement (“Settlement” or 5 “Agreement”) entered into by Plaintiffs and Rhapsody International, Inc. (“Defendant” or 6 “Rhapsody”). 7 As set forth in greater detail in Plaintiffs’ Memorandum, the Settlement Agreement 8 complies with the requirements of Fed. R. Civ. P. 23(a) and 23(b)(3). Specifically, (1) the 9 Settlement Class is sufficiently numerous and ascertainable; (2) class members share common 10 issues of law and fact; (3) Plaintiffs’ claims are typical of the class members’ claims’ and (4) 11 Plaintiffs and their counsel will adequately protect the class. Further, pursuant to Rule 23(b)(3), 12 common issues predominate over individual issues, and class action treatment is superior to tens 13 of thousands of individual actions. 14 Further, the Settlement Agreement is fair and within the range of reasonableness. 15 Specifically, the Settlement Agreement: (1) is the product of serious, informed, non-collusive 16 negotiations; (2) has no obvious deficiencies; (3) does not improperly grant preferential 17 treatment to class representatives or segments of the class; and (4) falls within the range of 18 possible approval. 19 Finally, the proposed Class Notice, Notice Plan, Claim Form, and Claims Administrator 20 are sufficient. Thus, approval of the instant motion is appropriate. 21 22 23 24 25 26 27 28

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1 TABLE OF CONTENTS Page 2 3 I. INTRODUCTION ...... 1 4 II. RELEVANT BACKGROUND FACTS ...... 1 5 A. The Instant Litigation ...... 1

6 B. The Proposed Settlement Agreement ...... 2

7 III. LEGAL STANDARD ...... 3

8 IV. CERTIFICATION IS PROPER UNDER RULE 23...... 4

9 A. Plaintiffs Satisfy Each of the Rule 23(a) Prerequisites ...... 4

10 1. The Settlement Class is Sufficiently Numerous and Ascertainable ...... 5 11 2. Class Members Share Common Issues of Law and Fact ...... 5 12 3. Plaintiffs' Claims are Typical of Class Members' Claims ...... 5 13 4. Plaintiffs and Their Counsel Will Adequately Represent the Class ...... 6 14 B. Plaintiffs Satisfy the Rule 23(b) Requirements ...... 7 15 1. Common Issues Predominate Over Individualized Issues ...... 7 16 2. A Class Action Is Superior ...... 8 17 V. THE SETTLEMENT SHOULD BE PRELIMINARILY APPROVED ...... 8 18 A. Settlement Is The Product Of Serious, Informed, Non-Collusive Negotiation ...... 9 19 B. The Settlement Has No Obvious Deficiencies ...... 10 20 21 C. There is No Unfair Preferential Treatment Of Any Class Member ...... 10 22 D. The Terms of the Settlement Are Within the Range of Possible Approval ...... 11 23 1. There Are Substantial Risks Associated With Further Litigation ...... 11 24 2. Defendant’s Inability to Pay A Larger Settlement ...... 12 25 3. The Settlement Provides Substantial Non-Monetary and Monetary Value ...... 13 26 VI. THE CLASS NOTICE, NOTICE PLAN, CLAIM FORM, AND CLASS 27 ADMINISTRATOR ARE SUFFICIENT...... 14

28 VII. CONCLUSION ...... 15

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1 TABLE OF AUTHORITIES 2 Page(s) 3 Cases 4 Churchill Village, L.L.C. v. General Elec. Co., 5 361 F.3d 566 (9th Cir. 2004) ...... 4 6 Covillo v. Specialtys Cafe, 2014 WL 954516 (N.D. Cal. Mar. 6, 2014) ...... 11 7 Cruz v. Sky Chefs, Inc., 8 2014 WL 2089938 (N.D. Cal., May 19, 2014) ...... 5 9 Deaver v. Compass Bank, 10 2015 WL 4999953 (N.D. Cal. Aug. 21, 2015) ...... 3, 9, 10, 14

11 Ellis v. Costco Wholesale Corp., 285 F.R.D. 492 (N.D.Cal. 2012) ...... 5 12 13 In re Google Referrer Header Privacy Litig., 87 F. Supp. 3d 1122 (N.D. Cal. 2015) ...... 15 14 Hanlon v. Chrysler Corp., 15 150 F.3d 1011 (9th Cir.1998) ...... passim 16 Harris v. Vector Mktg. Corp., 17 2011 WL 1627973 (N.D. Cal. Apr. 29, 2011) ...... 4, 8, 9

18 Harrison v. E.I DuPont De Nemours & Co., 2018 WL 5291991 (N.D. Cal. Oct. 22, 2018) ...... 15 19 20 Hendricks v. StarKist Co, 2015 WL 4498083 (N.D. Cal. July 23, 2015) ...... 5, 10 21 Lundell v. Dell, Inc., 22 2006 WL 3507938 (N.D. Cal. Dec. 5, 2006) ...... 11 23 McClellan v. SFN Grp., Inc., 24 2012 WL 2367905 (N.D. Cal. June 21, 2012) ...... 9 25 Miller v. Ghirardelli Chocolate Co., 2015 WL 758094 (N.D. Cal. Feb. 20, 2015) ...... 11 26 27 Moore v. PetSmart, Inc., 2014 WL 1927309 (N.D. Cal. May 14, 2014) ...... 9 28

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1 In re Napster, Inc. Copyright Litig., 2005 WL 1287611 (N.D. Cal. June 1, 2005) ...... 5 2 3 Nen Thio v. Genji, LLC, 14 F. Supp. 3d 1324 (N.D. Cal. 2014) ...... 10 4 In re Netflix Privacy Litig., 5 2013 WL 1120801 (N.D. Cal. Mar. 18, 2013) ...... 9

6 Noll v. eBay, Inc., 7 309 F.R.D. 593 (N.D. Cal. 2015) ...... 11 8 Officers for Justice v. Civil Serv. Comm’n of S.F., 688 F.2d 615 (9th Cir.1982) ...... 4, 13 9 In re Omnivision Techs., Inc., 10 559 F. Supp. 2d 1036 (N.D. Cal. 2008) ...... 13 11 Rannis v. Recchia, 12 380 F. App’x 646 (9th Cir. 2010) ...... 5

13 Rinky Dink Inc v. Elec. Merch. Sys. Inc., 14 2015 WL 11234156 (W.D. Wash. Dec. 11, 2015) ...... 12 15 Singer v. Becton Dickinson & Co., 2010 WL 2196104 (S.D. Cal. June 1, 2010) ...... 14 16 Staton v. Boeing Co., 17 327 F.3d 938 (9th Cir.2003) ...... 3 18 In re Tableware Antitrust Litig., 19 484 F. Supp. 2d at 1080 ...... 11

20 Vizcaino v. Microsoft Corp., 21 290 F.3d 1043 (9th Cir. 2002) ...... 14 22 Statutes 23 17 U.S.C. §504(c) ...... 8 24 Other Authorities 25 Fed. R. Civ. P. 23 ...... passim 26 Fed. R. Civ. P. 23(a)(4) ...... 6 27 Fed. R. Civ. P. 23(a) and 23(b)(3) ...... 4, 1, 4 28

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1 Fed. R. Civ. P. 23(b) ...... 3, 7 2 Fed. R. Civ. P. 23(b)(1), (2) ...... 7 3 Fed. R. Civ. P. 23(b)(3)...... 4, 7, 8 4 Fed. R. Civ. P. 23(c)(2)(B) (i)–(vii) ...... 14 5 Fed. R. Civ. P. 23(c)(3) ...... 14 6 Fed. R. Civ. P. 23(e) ...... 3 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. INTRODUCTION 3 Pursuant to Federal Rule of Procedure Rule 23, Plaintiffs David Lowery, Victor 4 Krummenacher, Greg Lisher, and David Faragher (collectively, “Plaintiffs”) move for an order 5 preliminarily approving a proposed class action settlement agreement (“Settlement” or 6 “Agreement”) entered into by Plaintiffs and Rhapsody International, Inc. (“Defendant” or 7 “Rhapsody”). The Settlement follows three mediations, initial discovery and due diligence, and 8 an in-person settlement conference with Judge Corley (and multiple further telephonic 9 conferences). A copy of that Settlement Agreement is attached hereto as Exhibit A. 10 As set forth in greater detail below, the Settlement complies with the requirements of 11 Fed. R. Civ. P. 23(a) and 23(b)(3). Further, the Settlement is fair and within the range of 12 reasonableness. Finally, the proposed Class Notice, Notice Plan, and Claims Administrator are 13 sufficient. Thus, approval of the instant motion is appropriate. Accordingly, Plaintiffs seek an 14 order: (1) preliminarily approving the Settlement Agreement between Plaintiffs and Rhapsody 15 International, Inc. (“Defendant” or “Rhapsody”), dated January 16, 2019, on the grounds that its 16 terms are sufficiently fair, reasonable, and adequate for notice to be issued to the class; (2) 17 certifying the proposed settlement class for settlement purposes only, pursuant to Federal Rule of 18 Civil Procedure 23; (3) approving the form and content of the proposed class notice and notice 19 plan; (4) approving the form and content of the claims form; (5) setting the deadline for class 20 members to object to the settlement; (6) setting the deadline for class members to opt-out of the 21 settlement; (7) appointing Michelman and Robinson, LLP, to represent the class as class counsel; 22 (8) appointing Heffler Claims Group LLC as Settlement Administrator; and (9) scheduling a 23 hearing regarding final approval of the proposed settlement, Class Counsel's request for 24 attorneys' fees and costs, and enhancement payments to the named Plaintiffs. 25 II. RELEVANT BACKGROUND FACTS 26 A. The Instant Litigation 27 On March 7, 2016, Plaintiffs initiated a class action lawsuit against Rhapsody. Rhapsody 28 is an interactive music streaming service with millions of users. Plaintiffs alleged that Rhapsody

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1 violated copyright law by reproducing and distributing musical works on its service without 2 consent or license. The crux of Plaintiffs’ claim was that Rhapsody had not complied with 3 Section 115 of the Copyright Act which at the time required that Notices of Intent (“NOIs”) be 4 served on copyright holders or filed with the Copyright Office by a user within 30 days of the 5 work (songs) being made available to the public. Serving or filing an NOI resulted in a 6 compulsory license to the work that allows the user to pay statutory mechanical royalties.1 7 Plaintiffs assert that Rhapsody’s failure to obtain comply with the Copyright act resulted in 8 Rhapsody being liable for billions for statutory penalties.2 9 Between May 2016 and April 18, 2018, the parties attended three mediations and 10 engaged in numerous phone calls and email exchanges in an attempt to reach a settlement. The 11 parties agreed to the fundamental terms of the settlement in a Memorandum of Understanding 12 signed by the parties in May 2017. Various disputes interfered with completion of the settlement. 13 Accordingly, the parties attended a settlement conference with Judge Corley on October 11, 14 2018. Further progress was made, and a final settlement conference was held on January 15, 15 2019, wherein the parties agreed upon a written settlement agreement. 16 B. The Proposed Settlement Agreement 17 On January 16, 2019, the parties executed the Settlement. The following are summaries 18 of the key provisions3: 19  Rhapsody shall pay thirty-five dollars ($35.00) for each work that was played in its entirety at least once on the Rhapsody Music Service in the U.S. between March 7, 2013 20 and February 15, 2019, wherein that work was registered with the U.S. Copyright Office 21 on or before certain dates (see Exhibit A at ¶30);

22  Rhapsody shall pay one dollar ($1.00) for each work that was played in its entirety at least twenty four (24) times on the Rhapsody Music Service in the U.S. between March 7, 23 2013 and February 15, 2019, wherein that work was not registered with the U.S. 24 Copyright Office on or before certain dates (see id. at ¶31);

25 26 1 27 Only mechanical royalties are at issue in this lawsuit. 2 However, based on the factors discussed herein, including Rhapsody’s ability to pay a larger 28 settlement, the Settlement is extremely fair to the class members. 3 The terms of the Settlement Agreement are more detailed than as set forth herein, Thus, a review of Exhibit A is required for a detailed understanding of the terms. 2 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 11 of 23

1  This is a claims made settlement without a fund. The maximum total amount payable by Rhapsody shall be capped at ten million dollars ($10,000,000) (see id. at ¶32); 2 3  If the total amount of eligible claims exceeds $10 million, the amount of payment per work shall be reduced by a percentage corresponding to the percentage that the eligible 4 claims made that exceed $10 million (see id.);4

5  Rhapsody shall institute an Artist Advisory Board (“AAB”), with an annual budget of not 6 less than thirty thousand dollars ($30,000), designed to advance the parties’ goals of improving and protecting artists’ rights, promoting Rhapsody’s service as an artist- 7 friendly platform and thus growing its subscriber base, and providing compensation to 8 artists (see id. at ¶49); and

9  Rhapsody shall initiate an artist referral program (“ARP”) that will provide artists with a ten dollar ($10) referral fee for each referral who becomes a Rhapsody paying subscriber 10 (see id. at ¶50). 11 III. LEGAL STANDARD 12 The Court's review of a proposed class action settlement is governed by Rule 23(e) of the 13 Federal Rules of Civil Procedure. That rule requires the Court “to determine whether a proposed 14 settlement is fundamentally fair, adequate, and reasonable.” Hanlon v. Chrysler Corp., 150 F.3d 15 1011, 1026 (9th Cir.1998) (citing Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th 16 Cir.1992)). “It is the settlement taken as a whole, rather than the individual component parts, that 17 must be examined for overall fairness.” Id. (citing Officers for Justice v. Civil Serv. Comm'n of 18 S.F., 688 F.2d 615, 628 (9th Cir.1982)). Where settlement is reached prior to class certification, 19 the Court “must peruse the proposed compromise to ratify both the propriety of class 20 certification for settlement purposes and the fairness of the settlement.” Staton v. Boeing Co., 21 327 F.3d 938, 952 (9th Cir.2003); see also Deaver v. Compass Bank, 2015 WL 4999953, at *4 22 (N.D. Cal. Aug. 21, 2015) (citing Staton). In such circumstance, the propriety of class 23 certification is established if the class meets all of the requirements of Rule 23(a) and at least one 24 of the requirements of Rule 23(b). Hanlon, 150 F.3d 1011 at 1022. Fairness is established where 25 the settlement “(1) appears to be the product of serious, informed, non-collusive negotiations; (2) 26 27 28 4 Thus, the allocation plan as set forth in the Settlement provides for a set dollar amount to each class member who submits a valid claim form; should that amount be greater than the agreed upon cap, the dollar amount will be reduced proportionately. 3 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 12 of 23

1 has no obvious deficiencies; (3) does not improperly grant preferential treatment to class 2 representatives or segments of the class; and (4) falls within the range of possible approval.” 3 Harris v. Vector Mktg. Corp., 2011 WL 1627973, at *7 (N.D. Cal. Apr. 29, 2011). 4 The approval of a proposed class action settlement is a matter of discretion for the trial 5 court. Churchill Village, L.L.C. v. General Elec. Co., 361 F.3d 566, 575 (9th Cir. 2004). To that 6 end, courts recognize that, as a matter of sound policy, settlements of disputed claims are 7 encouraged, and a settlement approval hearing should “not be turned into a trial or rehearsal for 8 trial on the merits.” Officers for Justice v. Civil Serv. Comm'n, 688 F.2d 615, 625 (9th Cir. 1982). 9 Courts must give “proper deference” to the settlement agreement, because “the court's intrusion 10 upon what is otherwise a private consensual agreement negotiated between the parties to a 11 lawsuit must be limited to the extent necessary to reach a reasoned judgment that the agreement 12 is not the product of fraud or overreaching by, or collusion between, the negotiating parties, and 13 the settlement, taken as a whole, is fair, reasonable and adequate to all concerned.” Hanlon, 150 14 F.3d at 1027 (quoting Officers for Justice, 688 F.2d at 625). 15 IV. CERTIFICATION IS PROPER UNDER RULE 23. 16 Pursuant to Fed. R. Civ. P. 23(a) and 23(b)(3), Plaintiffs propose that the Court certify the 17 following class for settlement purposes: 18 Owners of mechanical distribution and/or reproduction rights in Qualifying Registered Works and Qualifying Unregistered Works that were first made 19 available or played on the Rhapsody music service in the United States during the 20 period from March 7, 2013 until February 15, 2019.

21 This definition is consistent with the class definition pled in the operative complaint, but expands 22 on that definition by including owners of mechanical distribution and/or reproduction rights in 23 unregistered works. (ECF No. 1 at ¶35). Also, as set forth below, such prerequisites are met. 24 A. Plaintiffs Satisfy Each of the Rule 23(a) Prerequisites 25 The four Rule 23(a) requirements are referred to as numerosity, commonality, typicality, 26 and adequacy of representation. Hanlon, 150 F.3d 1011 at 1019. 27 28

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1 1. The Settlement Class is Sufficiently Numerous and Ascertainable 2 The numerosity requirement mandates that the class be “so numerous that joinder of all 3 members is impracticable.” Fed.R.Civ.P. 23(a)(1). “In general, courts find the numerosity 4 requirement satisfied when a class includes at least 40 members.” Rannis v. Recchia, 380 F. 5 App'x 646, 651 (9th Cir. 2010). In addition, the class should be ascertainable—i.e., the “the class 6 can be ascertained by reference to objective criteria.” Hendricks v. StarKist Co, 2015 WL 7 4498083, at *4 (N.D. Cal. July 23, 2015). Here, Plaintiffs’ Counsel estimates that there are 8 upwards of two million class members5 within the proposed class, and thus, the class is both 9 sufficiently numerous and ascertainable. Cruz v. Sky Chefs, Inc., 2014 WL 2089938, at *5 (N.D. 10 Cal., May 19, 2014). Rhapsody believes that this estimate is too large based on, inter alia, a 11 settlement agreement between Rhapsody and the National Music Publishers Association 12 ("NMPA") that resolves the claims related to "98% of the works played on Rhapsody's service." 13 (ECF No. 81 at 5). However, even if this were the case,6 the remaining 2% is still over 150,000 14 works. Even if Rhapsody's contention were accurate, the class remains sufficiently numerous. 15 2. Class Members Share Common Issues of Law and Fact 16 “All questions of fact and law need not be common to satisfy the rule. The existence of 17 shared legal issues with divergent factual predicates is sufficient, as is a common core of salient 18 facts coupled with disparate legal remedies within the class.” Hanlon, 150 F.3d at 1019; Ellis v. 19 Costco Wholesale Corp., 285 F.R.D. 492, 506 (N.D.Cal. 2012). Here, the only cause of action is 20 for copyright infringement. Because Rhapsody failed to obtain licenses, it streamed unlicensed 21 works of all Class Members. Therefore, the lawfulness of Rhapsody’s conduct is a common 22 question for the Class. This is sufficient to meet the Rule 23(a)(2) requirements. In re Napster, 23 Inc. Copyright Litig., 2005 WL 1287611, at *3 (N.D. Cal. June 1, 2005). 24 3. Plaintiffs' Claims are Typical of Class Members' Claims 25 “[R]epresentative claims are ‘typical’ if they are reasonably co-extensive with those of 26 absent class members; they need not be substantially identical.” Id. Here, the named Plaintiffs 27 28 5 See Hanna Decl. at ¶2. 6 Plaintiffs' Counsel cannot confirm the accuracy of this because it is unaware of the specific works included in the NMPA settlement. 5 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 14 of 23

1 are typical of the class: all have been injured by Rhapsody’s failure to obtain licenses and pay 2 royalties for musical works it played on its service, and all assert the same claims and request the 3 same damages and/or penalties. Thus, Plaintiffs meet the Rule 23(a)(3) typicality requirement. 4 4. Plaintiffs and Their Counsel Will Adequately Represent the Class 5 Members of a class may sue as representatives on behalf of the class only if they “will 6 fairly and adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). “Resolution of 7 two questions determines legal adequacy: (1) do the named plaintiffs and their counsel have any 8 conflicts of interest with other class members, and (2) will the named plaintiffs and their counsel 9 prosecute the action vigorously on behalf of the class?” Hanlon, 150 F.3d at 1020. Here, neither 10 the Named Plaintiffs nor their counsel have any conflicts of interest with other class members. 11 Named Plaintiffs do not seek any different relief from the relief they seek on behalf of all other 12 class members. The Named Plaintiffs have shown they are familiar with the basis for the suit and 13 their responsibilities. Inter alia, David Lowery (Named Plaintiff) was actively involved in the 14 mediation/settlement efforts and attended several sessions (either via telephone or in person). 15 Plaintiffs' Counsel has also demonstrated their ability to zealously represent the interests 16 of the class by, inter alia, engaging in numerous rounds of discovery motions/letter briefs, three 17 mediations, settlement conferences with Judge Corley, and extensive phone conferences and 18 email correspondence. Further, Plaintiffs’ counsel flew to Rhapsody’s out-of-state headquarters 19 to inspect documents, even where the costs and attorneys’ fees incurred would not be 20 recoverable as part of the attorneys’ fees award in this action. Also, as further discussed in the 21 concurrently filed Hanna Declaration, Plaintiffs' Counsel (Michelman & Robinson, LLP or 22 M&R) has substantial experience litigating and settling complex class actions. (See Hanna Decl. 23 at ¶¶3-6; see also id. at Exhibit A (chart of details as to Plaintiffs’ counsels’ past comparable 24 class settlements)). M&R is nationally recognized due in part to the innovative work it has 25 performed on countless high-stakes state and federal class actions and complex matters over the 26 past years, across a broad spectrum of practice areas, including intellectual property. (Id.). In 27 defense of class actions, M&R has represented over 50 cases that all resolved positively for the 28 clients, and were handled efficiently and without issue for the parties, counsel, or court. (Id.).

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1 M&R has a well-established intellectual property and copyright practice, and regularly handled 2 matters involving copyrights and other digital rights in the music and entertainment industry. 3 (Id.). Moreover, M&R handles all stages of trademark and copyright prosecution in the U.S. 4 Patent and Trademark Office and U.S. Copyright Office. (Id.). In addition to the firm’s broad 5 litigation experience, the lead trial attorneys on this case have each been individually recognized 6 as leading practitioners in the areas of complex and class action litigation. (Id. at ¶4-5). 7 M&R will efficiently and effectively serve the putative class. It has dedicated attorneys 8 to this case who have worked together for years on dozens of high-stakes class action lawsuits, 9 and possesses the internal bench strength and in-house expertise necessary to handle the issues in 10 this action. (Id. at ¶6). With multiple offices across the U.S., M&R also possesses the 11 infrastructure and know-how to handle case-related activities regardless of where they occur. 12 (Id.). Accordingly, M&R has the capabilities, requisite knowledge, and experience to handle the 13 complexities and scale of the instant lawsuit in a manner that serves and protects the interests of 14 the putative class. 15 B. Plaintiffs Satisfy the Rule 23(b) Requirements 16 In addition to satisfying Rule 23(a), the parties seeking certification must also show that 17 the action is maintainable under Fed.R.Civ.P. 23(b)(1), (2) or (3). Hanlon, 150 F.3d at 1022. 18 Rule 23(b)(3) requires the Court to find that “questions of law or fact common to class members 19 predominate over any questions affecting only individual members” and “that a class action is 20 superior to other available methods for fairly and efficiently adjudicating the controversy.” Id. 21 1. Common Issues Predominate Over Individualized Issues 22 Questions of law or fact common to class members must predominate over any questions 23 affecting only individual members. Fed. R. Civ. P. 23(b)(3). “When common questions present a 24 significant aspect of the case and they can be resolved for all members of the class in a single 25 adjudication, there is clear justification for handling the dispute on a representative rather than on 26 an individual basis.” Id. at 1022 (citing 7A Charles Alan Wright, Arthur R. Miller & Mary Kay 27 Kane, Federal Practice & Procedure § 1778 (2d ed.1986)). Here, as set forth above, the question 28 of Rhapsody’s failure to obtain licenses and pay royalties for musical works that Rhapsody

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1 played on its service is common to all the members of the class, and thus, an adjudication as to 2 whether such failure was violative of the Copyright Act would resolve the claims for all the 3 members of the class. 4 2. A Class Action Is Superior 5 Class resolution must be “superior to other available methods for the fair and efficient 6 adjudication of the controversy.” Fed. R. Civ. P. 23(b)(3). Class certification is appropriate and 7 encouraged “whenever the actual interests of the parties can be served best by settling their 8 differences in a single action.” Hanlon, 150 F.3d at 1022. “From either a judicial or litigant 9 viewpoint, there is no advantage in individual members controlling the prosecution of separate 10 actions. There would be less litigation or settlement leverage, significantly reduced resources and 11 no greater prospect for recovery.” Id. at 1023. Here, a class action is the superior method because 12 a common legal question exists amongst all members of the class (i.e., whether Rhapsody’s 13 actions constitute copyright infringement), and thus, litigating this issue once is the most 14 efficient way of resolution. Also, litigating this issue on an individual basis would be costly and 15 such cost would outweigh the potential individual recovery: the royalties owed to the class 16 members for Rhapsody’s unlicensed use of their musical works is estimated to be less than $1.00 17 per class member (see ECF. No. 81 at p. 7:1-2) whose works are registered with the Copyright 18 Office, and zero for those that are not. Further, the statutory damages available for each class 19 member (per work) range from $7,500 - $35,000. 17 U.S.C. §504(c). Even an award at the 20 maximum end of that range would likely not cover the fees and costs for an individual lawsuit 21 (particularly in view of the disparity in size and resources between an individual and Rhapsody 22 (a multi-million dollar entity)). Thus, class treatment is superior. 23 V. THE SETTLEMENT SHOULD BE PRELIMINARILY APPROVED 24 “At the preliminary approval stage, the Court may grant preliminary approval of a 25 settlement and direct notice to the class if the settlement: (1) appears to be the product of serious, 26 informed, non-collusive negotiations; (2) has no obvious deficiencies; (3) does not improperly 27 grant preferential treatment to class representatives or segments of the class; and (4) falls within 28 the range of possible approval.” Harris v. Vector Mktg. Corp., 2011 WL 1627973, at *7 (N.D.

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1 Cal. Apr. 29, 2011). At this stage, “the settlement need only be potentially fair, as the Court will 2 make a final determination of its adequacy at the hearing on Final Approval, after such time as 3 any party has had a chance to object and/or opt out.” Id. “In conducting this evaluation, it is 4 neither for the court to reach any ultimate conclusions regarding the merits of the dispute, nor to 5 second guess the settlement terms.” McClellan v. SFN Grp., Inc., 2012 WL 2367905, at *2 (N.D. 6 Cal. June 21, 2012) (citing Officers for Justice, 688 F.2d at 625). Preliminary approval of the 7 class settlement is appropriate.7 8 A. Settlement Is The Product Of Serious, Informed, Non-Collusive Negotiation 9 The fairness and reasonableness of a settlement agreement is presumed where “that 10 agreement was the product of non-collusive, arms' length negotiations conducted by capable and 11 experienced counsel.” In re Netflix Privacy Litig., 2013 WL 1120801, at *4 (N.D. Cal. Mar. 18, 12 2013). Also, “[t]he use of a mediator and the presence of discovery ‘support the conclusion that 13 the Plaintiff was appropriately informed in negotiating a settlement.’” Deaver, 2015 WL 14 4999953 at *7 (quoting Villegas v. J.P. Morgan Chase & Co., 2012 WL 5878390, at *6 (N.D. 15 Cal. Nov. 21, 2012); Harris, 2011 WL 1627973, at *8. Here, the Settlement was the result of 16 extensive, arm’s length negotiations by counsel well versed in copyright and class action 17 litigation. The Settlement was vigorously negotiated and included three mediation sessions, two 18 settlement conferences with Magistrate Judge Corley, and numerous telephone calls and emails. 19 Further, the parties engaged in discovery (and related motions/letter briefing and hearings) for 20 the sole purpose of furthering settlement. Further, Plaintiffs’ counsel engaged in substantial due 21 diligence both before and throughout this case. Inter alia, Plaintiffs conducted discovery to 22 determine the number musical works likely to be implicated in this action (such efforts are 23 discussed in greater detail at paragraph 2 of the Hanna Declaration), and after key settlement 24 terms were reached, conducted discovery to confirm that Rhapsody’s assertions as to its financial 25 status were accurate. Lastly, there is no spectre of collusion here because the fees are separate 26 from the settlement cap, and the results for the class are exceptional. Moore v. PetSmart, Inc., 27 2014 WL 1927309, at *4 (N.D. Cal. May 14, 2014). Thus, the Settlement is fair and reasonable. 28 7 Plaintiffs also believe that the settlement will be appropriate for final approval. 9 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 18 of 23

1 B. The Settlement Has No Obvious Deficiencies 2 The Court next considers “whether there are obvious deficiencies in the Settlement 3 Agreement.” Deaver, 2015 WL 4999953, at *7. Here, there are no obvious deficiencies. The 4 scope of the release is not overly broad, as Class Members will release only those claims that 5 could arise from Rhapsody’s alleged infringement of their copyrights. Nen Thio v. Genji, LLC, 6 14 F. Supp. 3d 1324, 1334 (N.D. Cal. 2014). Indeed, the scope of the release is consistent with 7 the claim asserted in the operative complaint—a single claim for copyright infringement. (See 8 ECF. No. 1, generally). Further, as set forth herein, the Settlement confers tangible monetary 9 benefits to the class. Chao v. Aurora Loan Servs., LLC, No. C 10-3118 SBA, 2014 WL 4421308, 10 at *3 (N.D. Cal. Sept. 5, 2014). Yet further, this is a claims made settlement, and thus, there is no 11 issue of reverter. The amount of the award to each class member is set at $35.00 or $1.00, 12 respectively, depending on whether the infringed work was registered with the Copyright Office. 13 According to Rhapsody, the amount of royalties owed to the members of the class average less 14 than $1.00. (See ECF No. 81 at p. 7:1-2). Thus, these amounts provide substantial benefit to the 15 class members, and the class members have incentive to submit a claim.8 16 C. There is No Unfair Preferential Treatment Of Any Class Member 17 Under this factor, the court assesses “whether the Settlement Agreement provides 18 preferential treatment to any class member.” Hendricks v. StarKist Co, No. 13-CV-00729-HSG, 19 2015 WL 4498083, at *6 (N.D. Cal. July 23, 2015). Here, the recovery to class members is based 20 on the number of musical works included in the Settlement, not simply by number of class 21 members. If the cap is reached, the payment to class members will be reduced proportionally. 22 Thus, each Class Member is given equal treatment. Id.9

23

24 8 An attorneys' fees provision may also be preliminarily evaluated as part of this inquiry, subject 25 to final approval. Here, Plaintiffs' Counsel will apply for fees and costs via Motion to this Court and, thus, the settlement is not contingent upon the Court approving Counsel's application, nor 26 will the award of attorneys’ fees reduce the amount of the settlement available to class members. Thus, the settlement is fair. Nen Thio v. Genji, LLC, 14 F. Supp. 3d 1324, 1331 (N.D. Cal. 2014). 27 As set forth in the concurrently filed Hanna Declaration, Plaintiffs’ Counsel intends to seek an attorneys’ fee award of at least $5,511,878 and costs of at least $85,214. (Hanna Decl. at ¶¶5-6). 28 9 In relation to this factor, the court may also preliminarily consider the propriety of agreed upon class representative enhancements, but may defer the issue until final approval. Deaver, 2015 WL 4999953, at *8. As will be briefed in later papers, the agreed upon enhancement for each of 10 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 19 of 23

1 D. The Terms of the Settlement Are Within the Range of Possible Approval 2 To determine if a settlement falls within the range of possible approval, the Court 3 primarily considers “plaintiff's expected recovery balanced against the value of the settlement 4 offer, in light of the risks of further litigation.” In re Tableware Antitrust Litig., 484 F. Supp. 2d 5 at 1080. “When determining the value of a settlement, courts consider both the monetary and 6 nonmonetary benefits that the settlement confers.” Miller v. Ghirardelli Chocolate Co., 2015 WL 7 758094, at *5 (N.D. Cal. Feb. 20, 2015) (citing Staton, 327 F.3d at 972–74). As set forth below, 8 several factors bear on the amount of the anticipated class recovery under the settlement. 9 1. There Are Substantial Risks Associated With Further Litigation 10 A careful risk/benefit analysis must inform Counsel's valuation of a class's claims. 11 Lundell v. Dell, Inc., 2006 WL 3507938, at *3 (N.D. Cal. Dec. 5, 2006). “Although each side 12 could be expected to champion the merits of its case if this matter were to proceed to trial, both 13 must also recognize the inherent uncertainty of litigation. Id. “Generally, unless the settlement is 14 clearly inadequate, its acceptance and approval are preferable to lengthy and expensive litigation 15 with uncertain results.” Noll v. eBay, Inc., 309 F.R.D. 593, 606 (N.D. Cal. 2015) (quoting Ching 16 v. Siemens Indus., Inc., 2014 WL 2926210, at *4 (N.D.Cal. June 27, 2014)). Here, the risks of 17 continued litigation are substantial. Had this case proceeded to litigation, Rhapsody would have 18 fought vigorously against Plaintiffs’ claims at every step of the case. Rhapsody filed a motion to 19 dismiss early on in the case which was taken off calendar pending settlement discussions. It 20 would have re-filed the motion had the case not settled. Further, Rhapsody has indicated that it 21 would have moved for Summary Judgement and vigorously opposed class certification. Thus, 22 litigating this action would have been lengthy and expensive. “Immediate receipt of money 23 through settlement, even if lower than what could potentially be achieved through ultimate 24 success on the merits, has value to a class, especially when compared to risky and costly 25 continued litigation.” Id. (quoting LaGarde v. Support.com, Inc., 2013 WL 1283325, at *4 26 (N.D.Cal. Mar. 26, 2013)). 27

28 the named Plaintiffs is $2,500, which is in line with awards in other cases in California. Covillo v. Specialtys Cafe, 2014 WL 954516, at *8 (N.D. Cal. Mar. 6, 2014). 11 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 20 of 23

1 In addition to the inherent risks of litigation, there is a substantial factor specifically 2 applicable to this case: the recent passage of the Music Modernization Act ("MMA"). The MMA 3 was enacted into law on October 11, 2018, and set limits on liability for entities who did not 4 acquire mechanical license in accordance with the prior statutory scheme. Specifically, for any 5 copyright owner that commences a copyright infringement action "on or after January 1, 2018, 6 against a digital musical provider", for "activities prior to the license availability date" be limited 7 to a "sole and exclusive remedy" of royalties. (H.R. 1551(d)(10)). The "license availability date" 8 is January 1, 2021. (See H.R. 1551(e)(15)). The instant action is not affected by the MMA's 9 limits on liability. However, assuming arguendo, if this action were to continue and class 10 certification were not granted (although Plaintiffs strongly believe that such certification would 11 occur) then only the four named plaintiffs would have the ability to seek statutory damages from 12 Rhapsody. The remaining putative class members would be barred from seeking statutory 13 damages (the bulk of the liability) and would be left to seek royalties only—which Rhapsody 14 asserts are less than $1.00 on average (See ECF No. 81 at p. 7:1-2). 15 2. Defendant’s Inability to Pay A Larger Settlement 16 Although Plaintiffs believe Rhapsody faced substantial potential liability here,10 the 17 Settlement Agreement sets a $10,000,000 cap. (See Exh. A at ¶ 32.) This amount is reasonable 18 because of Rhapsody’s financial reality. The parties have engaged in discovery as to Rhapsody’s 19 financial status, and Plaintiffs’ Counsel is satisfied that Rhapsody’s financial status cannot 20 support any larger settlement amount than the parties have agreed to.11 It is highly unlikely that 21 Rhapsody could pay a judgment beyond $10,000,000 and thus, a larger settlement would likely 22 go unpaid. Accordingly, this factor weighs in favor of preliminary approval. (Rinky Dink Inc v. 23 Elec. Merch. Sys. Inc., 2015 WL 11234156, at *5 (W.D. Wash. Dec. 11, 2015). Further, the

24 10 25 Based on data provided by Rhapsody, Plaintiffs have estimated that Rhapsody’s liability is in the range of $846,174,000 (applying even the lowest statutory damage rate (i.e., $750 per 26 infringed work)) to $33,846,960,000 (applying the high end of the statutory damage rate (i.e., $30,000 per infringed work)). Even if Rhapsody's assertion that "98%" of the works at issue in 27 this lawsuit were resolved by the NMPA settlement, statutory damages still range from $16,923,480 to $676,939,200. 28 11 Plaintiffs’ Counsel has reached this position based on representations by Rhapsody and on review of certain of Rhapsody’s financial documents (a list of which is attached to the Settlement Agreement as Exhibit D.) 12 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 21 of 23

1 Settlement Agreement provides safeguards in the event that Rhapsody’s representations as to its 2 financial status are inaccurate: in such an event, the cap increases up to $20,000,000. 3 3. The Settlement Provides Substantial Non-Monetary and Monetary Value 4 With the risks of further litigation and Rhapsody’s ability to pay in mind, the next step of 5 this analysis is the evaluation of the non-monetary and monetary terms of the Settlement. With 6 respect to monetary value, “[i]t is well-settled law that a cash settlement amounting to only a 7 fraction of the potential recovery will not per se render the settlement inadequate or unfair.” 8 Officers for Justice, 688 F.2d at 628. This is due, in large part, to the potential pitfalls of further 9 litigation. In re Omnivision Techs., Inc., 559 F. Supp. 2d 1036, 1042 (N.D. Cal. 2008). Thus, the 10 monetary value of the settlement need not meet any particular percentage threshold of the overall 11 potential value of the case. Id. Here, the parties agreed to a claims made settlement with a cap of 12 $10 million (which may increase up to $20,000,000 in the event that Rhapsody’s financial 13 representations were inaccurate). The $10 million cap is not “per se inadequate or unfair” given 14 the limitations outlined above. Officers for Justice, 688 F.2d at 628. As a result of the Settlement, 15 the class members will receive monetary compensation, including artists who had unregistered 16 works that would not have been entitled to royalties. Indeed—over the span of just three years, 17 Rhapsody streamed over 7.7 million songs at least once that were “unmatched” to the 18 songwriter—meaning that Rhapsody was unable to identify the mechanical rightsholder to obtain 19 a license, and/or pay out the royalties for the distribution and reproduction of those works. 20 Through the Settlement, this situation will be rectified. Under the terms of the settlement, the 21 rights holder for each Qualified Registered Work will receive $35.00, and the rights holder for 22 each Qualified Unregistered Work will receive $1.00 (subject to proportional reduction is the cap 23 is reached). This is a substantial monetary award compared to the "less than $1.00" amount of 24 royalties which Rhapsody contends are owed. (See ECF No. 81 at p. 7:1-2). Although this 25 amount is less than the amount of statutory damages that each class member could potentially 26 receive, as explained above, there are substantial risks in further litigation, and thus, the cash 27 settlement amounts to class members are both adequate and fair. Further, the Artist Advisory 28 Board will have an annual budget of not less than $30,000, which, as discussed above, will be

13 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 22 of 23

1 used to promote artists’ rights and improve Rhapsody’s business practices as they relate to 2 rightsholders. As such, this Settlement provides an incalculable benefit to the current members of 3 the putative class, and to future copyright holders whose music Rhapsody will stream. 4 Here, the non-monetary aspects of this Settlement are also valuable. It provides practical 5 and on-going benefits to Class Members, which strongly supports preliminary approval. Vizcaino 6 v. Microsoft Corp., 290 F.3d 1043, 1049 (9th Cir. 2002); Singer v. Becton Dickinson & Co., 7 2010 WL 2196104, at *5 (S.D. Cal. June 1, 2010). Rhapsody will institute an Artist Advisory 8 Board that, inter alia, will work with Rhapsody to implement procedures to support artists’ 9 rights. This is an incalculable benefit. Ultimately, after considering the monetary and non- 10 monetary terms of the settlement, and after assessing the substantial risks of further litigation, 11 Plaintiffs' Counsel, drawing on decades of experience litigating cases like this one, and with the 12 input of two mediators and Magistrate Judge Corley, determined that the Agreement is fair and 13 reasonable and constitutes a positive result for the class in this case. 14 VI. THE CLASS NOTICE, NOTICE PLAN, CLAIM FORM, AND CLASS 15 ADMINISTRATOR ARE SUFFICIENT. 16 Class Notice must clearly and concisely state in plain, easily understood language: the 17 nature of the action; the definition of the class certified; the class claims, issues, or defenses; that 18 a class member may enter an appearance through an attorney if the member so desires; that the 19 court will exclude from the class any member who requests exclusion; the time and manner for 20 requesting exclusion; and the binding effect of a class judgment on members under Rule 21 23(c)(3). Fed.R.Civ.P. 23(c)(2)(B) (i)–(vii). “Notice is satisfactory if it generally describes the 22 terms of the settlement in sufficient detail to alert those with adverse viewpoints to investigate 23 and to come forward and be heard.” Deaver, 2015 WL 4999953, at *10 (citing Churchill, 361 24 F.3d at 575). Here, the proposed Class Notices are attached as Exhibits B and C to the 25 concurrently filed Declaration of Jeanne C. Finegan (“Finegan Declaration”) and satisfies each 26 of the above requirements. Additionally, the Proposed Notice Program is sufficient. (See Finegan 27 Decl. at ¶¶13-35). The proposed notice program includes multiple components, including print 28 publication, targeted online banners, social media, and a website. (Finegan Decl. at ¶14). As

14 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155 Filed 02/15/19 Page 23 of 23

1 explained herein, the Class likely contains thousands of members with unknown identities and/or 2 addresses, and thus, individual notice is not practical. When that is the case, publication or some 3 similar mechanism can be sufficient to provide notice to the individuals that will be bound by the 4 class action judgment. In re Google Referrer Header Privacy Litig., 87 F. Supp. 3d 1122, 1129 5 (N.D. Cal. 2015), aff'd, 869 F.3d 737 (9th Cir. 2017); Harrison v. E.I DuPont De Nemours & 6 Co., 2018 WL 5291991, at *2 (N.D. Cal. Oct. 22, 2018). 7 Rhapsody undertook the selection of the claims administrator, and details as to that 8 selection are described in the concurrently filed Declaration of Patrick Burns (Burns Decl. ¶¶3- 9 5). Rhapsody selected Heffler Claims Group LLC as the claims administrator. (Id. at ¶5). 10 Plaintiffs’ Counsel has reviewed the qualifications of the Heffler Claims Group LLC (as set forth 11 in the Finegan Decl. at ¶¶5-12) and believes it to be well qualified to handle the claims 12 administration. Finally, a copy of the proposed claim form is attached as Exhibit E to the Finegan 13 Declaration and should be approved. 14 VII. CONCLUSION 15 Based on the foregoing, Plaintiffs’ respectfully request that the Court grant the instant 16 motion. 17 18 Dated: February 15, 2019 MICHELMAN & ROBINSON, LLP 19 20 By: /s/Mona Z. Hanna Sanford L. Michelman 21 Mona Z. Hanna 22 Jennifer A. Mauri Attorneys for Plaintiffs 23 and Proposed Class 24 25 26 27 28

15 PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL; MEMORANDUM OF POINTS AND AUTHORITIES 4824-2740-1093 Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 1 of 46

     (;+,%,7$ Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 2 of 46

1 SANFORD L. MICHELMAN (SBN 179702) smichelman@ mrllp.com 2 MICHELMAN & ROBINSON, LLP 10880 Wilshire Blvd., 19th Floor. 3 Los Angeles, CA 90024 Telephone: (310) 564-2670 4 Facsimile: (310) 564-2671

5 MONA Z. HANNA (SBN 131439) [email protected] 6 MICHELMAN & ROBINSON, LLP 17901 Von Karman A venue, 1Oth Floor 7 Irvine, CA 92614 8 Telephone: (714) 557-7990 Facsimile: (714) 557-7991 9 lO Attorneys for Plaintiffs DAVID LOWERY, VICTOR KRUMMENACHER, GREG LISHER, and 11 DAVID FARAGHER and Proposed Class

12 UNITED STATES DISTRICT COURT 13 FOR THE NORTHERN DISTRICT OF CALIFORNIA

14 DAVID LOWERY, VICTOR Case No.: 4:16-cv-01135-JSW KRUMMENACHER, GREG LISHER, and 15 DAVID FARAGHER, individually and on JOINT STIPULATION OF CLASS 16 behalf of themselves and all others similarly ACTION SETTLEMENT AND RELEASE situated, 17 Plaintiffs, The Hon. JeffreyS. White 18 v. 19 RHAPSODY INTERNATIONAL, INC., 20 Defendant. Complaint Filed: March 7, 2016 21 22 23 24

25 26

27 28

04688-00001/10638003.4 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE 483-78703-3164 Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 3 of 46

1 JOINT STIPULATION 2 3 This Joint Stipulation and Class Action Settlement and Release ("Settlement" or 4 "Settlement Agreement") is made and entered into by and between Plaintiffs David Lowery, 5 Victor Krummenacher, Greg Lisher, and David Faragher (collectively "Plaintiffs"), on behalf of

6 themselves and the Settlement Class Members, and Defendant Rhapsody International Inc. 7 ("Rhapsody" and/or "Defendant"). ("Plaintiffs" and "Rhapsody" are collectively referred to as 8 "the Parties").

9 RECITALS 10 On March 7, 2016, Plaintiffs filed a Class Action Complaint, entitled Lowery et. al. v. 11 Rhapsody International, Inc., et al., designated case number 4: 16-cv-01135-JSW BC476270 in the 12 United States District Court, Northern District of California (collectively referred to as the 13 "Rhapsody Action"), generally alleging direct copyright infringement under the Copyright Act, 17 14 U.S.C. §101, et seq. Plaintiffs allege, among other things, that Rhapsody has infringed their 15 exclusive rights to reproduce and distribute their musical works by streaming them without 16 voluntary or compulsory licenses. They allege both actual and statutory damages pursuant to 17 sections 502 through 506 and 509, and also seek certain injunctive relief. Rhapsody denies that 18 it has engaged in copyright infringement, denies that certification of a class for other than 19 settlement purposes is appropriate, and further denies that Plaintiffs and the members of the 20 Settlement Class are entitled to actual and/or statutory damages. 21 1. By this Settlement, the Parties intend to settle and resolve all claims alleged on 22 behalf of Plaintiffs and the Settlement Class Members they represent in the Rhapsody Action.

23 2. Counsel for Plaintiffs, Sanford Michelman, Esq. and Mona Z. Hanna, Esq. of

24 Michelman & Robinson, LLP (collectively, "Class Counsel"), represent they have diligently

25 pursued an investigation of the proposed Class Members' claims against Defendant, including 26 any and all applicable defenses and the applicable law. Discovery and investigation included, 27 inter alia, the exchange of documents, a court conference, a meeting and numerous conferences 28

JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 4 of 46

1 between Class Counsel and Defendants' counsel, and the exchange of information at three 2 mediations, among other things.

3 3. Class Counsel believes that the settlement with Defendants for the consideration 4 and on the terms set forth in this Settlement Agreement is fair, reasonable and adequate, and is in 5 the best interest of the Settlement Class Members in light of all known facts and circumstances, 6 including the benefits being obtained on behalf of the Settlement Class, the risk of significant 7 delay and uncertainty associated with litigation, various defenses asserted by Defendant, and 8 numerous potential appellate issues. Without admitting any liability whatsoever, Defendant and 9 its counsel also agree that the settlement is fair and in the best interest of Settlement Class 10 Members.

11 4. Defendant denies any liability or wrongdoing of any kind associated with the 12 claims alleged in this lawsuit and further denies that the Rhapsody Action is appropriate for class 13 treatment for any purpose other than this settlement.

14 5. Plaintiffs and Defendant stipulate that the Rhapsody Action will be compromised 15 and settled pursuant to the terms and conditions set forth in this Settlement Agreement and that 16 after, and subject to, the Court's final approval of this settlement, judgment shall be entered in the 17 Rhapsody Action. Any such forthcoming final approval by the Court shall be subject to its 18 continued jurisdiction as set forth below, subject to the recitals set forth above which by this 19 reference become an integral part of this Settlement Agreement, and subject to the following 20 definitions, terms and conditions:

21 DEFINITIONS 22 The following definitions are applicable to this Settlement Agreement. Definitions 23 contained elsewhere in this Settlement Agreement, however, also shall be effective as defined 24 herein.

25 6. "Claims Administrator" means the third-party class action settlement claims 26 administrator selected by the Parties and approved by the Court for the purposes of administering 27 this Settlement. The Parties each represent that they do not have any financial interest in the

28

2 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 5 of 46

1 Claims Administrator or otherwise have a relationship with the Claims Administrator that could

2 create a conflict of interest.

3 7. "Claims Administration Costs" means the cost payable to the Claims

4 Administrator for administering this Settlement, including, but not limited to Publishing notice of

5 this Settlement Agreement, printing, distributing and tracking documents for this Settlement,

6 ascertaining membership in the class, distributing to individual claimants their compensation (on

7 a claims made basis), and providing necessary reports and declarations, as requested by the

8 Parties. The Parties agree that such amount (including "Publication" discussed below) shall not

9 exceed $300,000. 1

10 8. "Class Counsel Award" means attorneys' fees and costs approved by the Court.

11 9. "Settlement Class Members" means owners of mechanical distribution and/or

12 reproduction rights in Qualifying Registered Works and Qualifying Unregistered Works that were

13 made available or played on the Rhapsody music service in the United States during the period

14 from March 7, 2013 until the filing of the preliminary approval motion. Any dispute as to whether

15 a claimant qualifies as a Settlement Class Member, whether by virtue of ownership of copyright,

16 entitlement to payment, or otherwise, shall be resolved pursuant to the dispute resolution section

17 in Paragraph 44 below.

18 10. "Claims Period" shall begin the first date of any Publication, as set forth herein

19 (which shall occur withi~ 45 days of preliminary approval, and end December 31, 2019.

20 11. "Class Period" means the period from March 7, 2013 through the date of

21 preliminary approval of class action settlement.

22 12. "Class Representatives" means Plaintiffs.

23 13. "Class Representative Enhancement Payment" means the amount to be paid to the

24 Class Representatives in recognition of their efforts and work in prosecuting the Rhapsody Action

25 on behalf of Class Members. 26 27

28 1 In the event that Claims Administration Costs exceed $300,000, Defendant may seek to void this settlement.

3 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 6 of 46

1 14. "Class Settlement Amount" means the total amount of Valid Claims (as defined 2 herein), subject to the Cap (as defined herein).

3 15. "Claims Website" means a website/portal established and maintained by the

4 Claims Administrator, for which Class Members may submit a claim, an Objection, or a Request

5 for Exclusion.

6 16. "Court" means the Federal District Court of California, Northern District.

7 17. "Defendant" means Rhapsody International, Inc.

8 18. "Effective Date" means the date wheri the following have occurred: (i) the Court

9 enters an Order granting final approval of this Settlement; (ii) entry by the Court of the Final

10 Order and Judgment; and (iii) the expiration of any time for appeal of the Final Order and the

11 Judgment, or, if any appeal is filed and not dismissed, the Final Order and the Judgment are upheld

12 on appeal in all material respects and is no longer subject to review upon appeal by writ of

13 certiorari, or alteration in any respect.

14 19. "Final Judgment" means the final order and judgment entered by the Court.

15 20. "Publication" means publication in: (1) an industry publication; and (2) a general 16 circulation publication. Publication shall be in both print and online editions. With respect to

17 said Publication, the Parties will mutually agree to the number of days whereon such Publication

18 will occur (such days may differ for print versus online editions). Any issues related to

19 Publication that are disputed between the Parties shall be submitted to Judge Corley, to whom the

20 parties consent pursuant to 28 U.S.C. § 636. Publication shall also be via a notice on Rhapsody's

21 website for the entire period of the Claims Period. The Rhapsody website publication shall

22 contain a link to the Claims Website. Such publications in print shall contain the Notice to be

23 agreed upon by the parties prior to submission of the motion for preliminary approval, and then

24 attached hereto as Exhibit "A". Such online publications, excluding the Rhapsody website

25 publication, shall contain the Notice to be agreed upon by the parties prior to submission of the

26 motion for preliminary approval, and then attached hereto as Exhibit "B". The Rhapsody website

27 publication shall contain the Notice to be agreed upon by the parties prior to submission of the

28 motion for preliminary approval, and then attached hereto as Exhibit "C". All such Notices shall

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1 contain information informing the Class Member how to submit a claim, information relating to 2 seeking exclusion from the Class Settlement, and information relating to the right to Object to 3 such settlement, among other requirements of Federal Rule of Civil Procedure 23 and the Due

4 Process Clause of the United States Constitution. If the parties cannot agree on the content off 5 any of the Notices described above, they shall submit their respective versions to the Court with 6 the preliminary approval motion and the Court can decide. Such costs of Publication shall not 7 exceed $300,000.00 (inclusive of any and all Class Administration Costs). Defendant shall be

8 solely responsible for payment of Publication costs.

9 21. "Participating Class" and ''Participating Class Members" means all Settlement 10 Class Members who submit valid timely Claim Forms as defined in Paragraph 28.

11 22. "Preliminary Approval" means the Court order granting preliminary approval of

12 the Settlement Agreement. 13 23. "Qualifying Registered Work" means a musical work (as that term is used in the 14 Copyright Act) that is Unmatched as of the end of the Claims Period and that was: (i) available on 15 the Rhapsody Music Service in the United States between March 7, 2013 and the date of filing of

16 the preliminary approval motion; and (ii) registered with the United States Copyright Office on

17 or before: (a) March 7, 2016, if the "street release date" for a sound recording featuring that work 18 was on or before March 7, 2016; or (b) if the street release date for such work was after March 7, 19 2016, then the work must have been registered within three months after that street date.

20 24. "Qualifying Unregistered Work" means a musical work (as that term is used in the 21 Copyright Act) that is Unmatched as of the end of the Claims Period and that was: (i) available on

22 the Rhapsody Music Service in the United States between March 7, 2013 and the date of filing of 23 the preliminary approval motion; and (ii) not registered with the United States Copyright Office

24 consistent with the definition of Qualifying Registered Work above.

25 25. "Released Claims" means any and all claims described in Paragraphs 53 to 55 of 26 this Agreement.

27 26. "Request for Exclusion" means either: (1) a letter signed by a Settlement Class 28 Member that unequivocally requests that he or she be excluded from the Settlement and that also

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1 must: (a) set forth the name, address, telephone number and last four digits of the Social Security 2 Number of the person requesting exclusion; (b) be addressed to the Claims Administrator at the 3 specified address in the Publication; and (c) be postmarked on or before the deadline; or (2) a 4 submission for a "Request for Exclusion", which shall be included on the Claims Website. 5 27. "Unmatched" shall mean a musical work for which Rhapsody has been unable, 6 directly or indirectly through a third party rights administrator, to identify the owner or 7 administrator of the mechanical distribution and reproduction rights in such work, and which 8 work is not otherwise licensed by Rhapsody (for purposes of clarity, a work that was on the 9 Rhapsody service on or before March 7, 2016 and in respect of which Rhapsody did not issue a 10 Section 115(b)(l) Notice of Intention, shall not be considered to have been retroactively licensed 11 by subsequent issuance of a Section 115(b)(l) Notice of Intention). For the purposes of settlement 12 only, Rhapsody is not excluding from the file of Unmatched works referenced in Paragraph [29] 13 below, those works for which it believes it has or may have an implied license. Stated another 14 way, should this settlement not become final for any reason, Rhapsody reserves its right to claim 15 that works included in the file of Unmatched works for purposes of this settlement are covered 16 by an implied license.

17 TERMS OF AGREEMENT 18 The Plaintiffs, on behalf of themselves and the Settlement Class Members, and Defendant 19 all agree as follows:

20 Submission of Claims and Notice Process 21 28. Each Settlement Class Member will be provided notice of this Settlement 22 Agreement, and shall have the opportunity to submit a claim, "opt out" of the Settlement 23 Agreement, or Object to the Settlement. Such procedure shall be as follows:

24 Notice: Notice shall be by Publication, as defined above. Such Notice by way of 25 . Publication, as set forth in Exhibits A, B, and C, shall be in observance of all applicable 26 laws, including but not limited to Federal Rules of Civil Procedure 23, and the Due Process 27 Clause of the United States Constitution. 28

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1 Submission of Claims: Settlement Class Members will be entitled to submit claims, under 2 penalty of perjury, for the monetary relief set forth herein for Qualifying Registered Works 3 or Qualifying Unregistered Works during the Claims Period (such submission of claims 4 shall be through the Claims Website). Thereafter, Rhapsody will not be required to accept 5 claims from Class Members. In the event Rhapsody opts in a particular case to accept 6 a claim following the Claims Period, it shall not be deemed an extension of the Claims 7 Period. 8 Identification of Information in Claim Submission: When submitting the claim in the 9 Claims Website, Settlement Class Members shall identify, inter alia: (i) the copyright 10 registration number corresponding to the claimed Qualifying Registered Work (for works 11 claimed to be registered); (ii) identification of the sound-recording on the Rhapsody

12 music service in the United States that incorporates claimant's work, including (1) the 13 artist name; (2) song title; (3) both or either of (a) International Standard Recording 14 Code (ISRC) and/or (b) a link to the sound recording on the Rhapsody music service; 15 (4) the publishing company of each work (if any); and (5) the Settlement Class Member's 16 ownership share in the work. The Claims Website may also request the following 17 additional information as optional: (i) the identification of other owners of a claimed work, 18 including their respective ownership shares (if known); (ii) the International Standard 19 Musical Work Code; (iii) Interested Parties Information Code; and (iv) Harry Fox Agency 20 Song Code. In order to facilitate claims submissions, the claim form will provide links 21 to: (i) a file identifying the Unmatched works Rhapsody has made available on its music 22 service in the United States during the period from March 7, 2013 until filing of the 23 preliminary approval motion, including all ownership data already known to Rhapsody 24 (to the extent Rhapsody has such data fields); (ii) the Copyright Office registration 25 database search functionality; and (iii) the Rhapsody music service search 26 functionality. Subject to verification of accuracy and favorable resolution of any conflict 27 or dispute as to ownership and/or entitlement to payment, providing such information shall 28 deem the Settlement Class Member as a Participating Settlement Class Member.

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1 Calculation of Claims 2 29. The amount of Damages to be paid to each Participating Settlement Class Member 3 who submits a Valid Claim is to be calculated as set forth in Paragraphs 30 to 32, as follows: 4 30. For each validly claimed Qualifying Registered Work that was played in its 5 entirety, by someone other than a copyright holder or at the instance of a copyright holder for 6 purposes of qualifying to make a claim under this Agreement, at least once on the Rhapsody 7 Music Service in the United States between March 7, 2013 and the date of filing of the preliminary

8 approval motion, Rhapsody shall pay an amount of thirty-five dollars ($35.00), such amount to be 9 reduced pro-rata where there is more than one claiming rights-holder for the same Qualifying 10 Registered Work. If not all rightsholders for a particular work file claims, the expectation is that 11 the rightsholder(s) that receive payment from Rhapsody will account to the other rightsholder(s),

12 though neither Rhapsody nor Plaintiffs bear any further legal responsibility once payment is made

13 pursuant to this Settlement Agreement.

14 31. For each validly claimed Qualifying Unregistered Work that was played in its

15 entirety, by someone other than a copyright holder or at the instance of a copyright holder for 16 purposes of qualifying to make a claim under this Agreement, more than twenty-four (24) times

17 on the Rhapsody Music Service in the United States at any time between March 7, 2013 and the

18 date of filing of preliminary approval, Rhapsody shall pay an amount of one dollar ($1.00), such 19 amount to be reduced pro-rata where there is more than one claiming rightsholder for the same 20 Qualifying Unregistered Work. If not all rightsholders for a particular work file claims, the 21 expectation is that the rightsholder(s) that receive payment from Rhapsody will account to the

22 other rightsholder(s), though neither Rhapsody nor plaintiffs bear any further legal responsibility 23 once payment is made pursuant to this Settlement Agreement.

24 32. The maximum total amount payable by Rhapsody for all individual submitted

25 claims for the works described in both Paragraphs 30 and 31 collectively shall be capped at ten 26 million dollars ($10,000,000) ("Cap"), except as provided in the Representations and Warranties

27 section herein, whereby the Cap could increase to $20 million. If the total amount of eligible 28 claims exceeds $10 million, the amount of payment per work shall be reduced by a percentage

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1 corresponding to the percentage that the eligible claims made exceed $10 million, such that the 2 total amount payable by Rhapsody in no event exceeds the Cap. Hence, it is possible that

3 rightsholders in Qualifying Registered Works and Qualifying Unregistered Works may receive 4 less than the amounts contained in Paragraphs 30 and 31 above. By imposing a cap, the parties 5 understand that Rhapsody is only required to pay claims in an amount based upon the total amount 6 of eligible Valid Claims, up to and not exceeding the amount of the Cap. The parties understand

7 and agree that the total amount received by all Settlement Class Members may be less than $10 8 million and that no issue of reverter is raised by the provisions of this Paragraph or any other aspect

9 of this Settlement Agreement. 10 Summary and Order of Payments

11 33. Class Representative Enhancement Payment. Rhapsody shall pay as an 12 enhancement fee to the four Class Representatives an amount of $2,500 each, plus reimbursement 13 of travel expenses for up to $500 to each of the three Class Representatives who attended the 14 second mediation. The Class Representative Enhancement Payments shall be in excess of any 15 Class Settlement Amount. Further, such Class Representative Enhancement Payment shall not

16 serve to prohibit, or offset, any Class Representative from submitting a claim as set forth in this

17 Settlement.

18 34. Claims Administration Costs. As noted above, Defendant shall be responsible for 19 the costs of the Claims Administrator, up to the agreed upon limit detailed above. For the first six 20 months of the Claims Period, the Claims Administrator shall provide Defendant's Counsel and

21 Class Counsel a weekly report showing: (i) the number of Class Members who have submitted 22 timely and valid Requests for Exclusion; (ii) the number of the Class Members who have submitted 23 timely and valid Claims; and (iii) any objections. Thereafter, the Claims Administrator shall

24 provide the report on a bi-weekly basis.

25 35. Calculation of Individual Settlement Payments. Participating Settlement Class 26 Members shall be allocated payment, on a claims made basis, as set forth in the Calculation of

27 Claim section above.

28

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1 36. Payments to Participating Settlement Class Members. Defendants shall be

2 obligated to pay only those Individual Settlement Payments that result from Valid Claims made

3 by Participating Class Members.

4 37. Payment of the Class Settlement Amount. Within thirty (30) calendar days after

5 the Effective Date or thirty (30) calendar days after the Claims Period, whichever is later,

.6 Defendant shall transfer the Class Settlement Amount, as determined by the Administrator and

7 verified by Defendant and Plaintiffs, and the Class Representative Enhancement Payments to the

8 Claims Administrator for distribution to individual Settlement Class Members. The Class

9 Settlement Amount shall be used to pay the Valid Claims made by all Participating Settlement

10 Class Members, as set forth in the Calculation of Claims section above. Within twenty (20) days

11 thereafter, the Claims Administrator shall disburse the monies in accordance with the terms of

12 this Settlement.

13 38. Tax Liability (Defendants and Counsel Disclaimers). Neither Defendants nor Class

14 Counsel shall make any representations as to the tax treatment or legal effect of the payments

15 called for hereunder, and Participating Class Members are not relying on any statement or

16 representation by them in this regard. Participating Settlement Class Members understand and

17 agree that Participating Settlement Class Members will be solely responsible for the payment of

18 any taxes and penalties assessed on the payments described herein, and shall defend, indemnify

19 and hold Defendant and Class Counsel free and harmless from any claims concerning the tax

20 liability associated with any payments made to Participating Settlement Class Members pursuant

21 to this Settlement Agreement.

22 Request for Exclusion/Objection Procedures

23 39. In addition to the right to Submit a Claim, Settlement Class Members shall also

24 have the alternative option to "Opt out" by making a Request for Exclusion, or to Object to the

25 Settlement. Such alternatives are addressed as follows:

26 40. Request for Exclusion Procedures. Any Settlement Class Member wishing to "opt-

27 out" from the Settlement Agreement must do so by a Request for Exclusion. Such Request for

28 Exclusion, as defined above, must be submitted to the Claims Administrator within 60 days of

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1 Preliminary Approval and shall include the Settlement Class Member's name, most current 2 address, most current telephone number, and a list of all works and the share of ownership of such 3 works that are subject to the Settlement Agreement. Any Settlement Class Member who does not 4 submit a valid Request for Exclusion shall be bound by all terms of the Settlement Agreement,

5 Release, and any Final Judgment entered by the Court if the Settlement is granted final approval 6 by the Court. The Notice shall inform Settlement Class Members that these conditions shall apply

7 even if they fail to submit a Claim.

8 41. Objection Procedures. To object to the Settlement Agreement, a Settlement Class 9 Member may use one of two methods: (1) by filing an electronic objection, via the Claims Website;

10 or (2) by providing written notice to Class Counsel. In the case of both methods, the Objection 11 from Settlement Class Members must be submitted to the Claims Administrator within 60 days of

12 Preliminary Approval and shall include the Settlement Class Member's name, most current 13 address, most current telephone number, a list of all works and the share of ownership of such

14 works that are subject to the Settlement Agreement, and the basis for the objection. The

15 Publication and Claims Website shall provide these instructions to the Settlement Class Members 16 who wish to object to the Settlement. Those Settlement Class Members who fail to make

17 objections in the manner specified above shall be deemed to have waived any objections and shall 18 be foreclosed from making any future objection (whether by appeal or otherwise) to the Settlement 19 Agreement. Settlement Class Members who file and serve timely Notices of Objection shall have

20 a right to appear at the Final Approval Hearing in order to have their objections heard by the Court. 21 The Claims Administrator shall prepare and file with the Court, within ten (10) days of the

22 conclusion of the claims period, a Declaration identifying and attaching any timely objections

23 received. 24 Administrative Procedures

25 42. Certification of Requests for Exclusion. The Claims Administrator shall certify to 26 Class Counsel and Defendant's Counsel the total number of Settlement Class Members who have

27 excluded themselves from the Settlement and shall provide to counsel for all Parties copies of each 28 submitted exclusion.

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1 43. Notification Reports Regarding Individual Settlement Payment Calculations. The 2 Claims Administrator shall provide Defense Counsel and Class Counsel a weekly report showing: 3 (i) the number of Settlement Class Members who have submitted timely and valid Requests for 4 Exclusion; and (ii) the number of Participating Settlement Class Members who are entitled to 5 Individual Settlement Payments. The Claims Administrator shall also provide to counsel for all 6 Parties copies of each submitted claim so that they may confirm the appropriateness of such claim.

7 44. Resolution of Disputes Concerning Ownership or Individual Settlement Payments. 8 Should any questions arise regarding the determination of eligibility for, or the amounts of, any 9 Individual Settlement Payments under the terms of this Settlement Agreement that are not 10 otherwise resolved by the Claims Administrator, Class Counsel and Defendants' Counsel shall

11 meet and confer in an attempt to reach an agreement. If Class Counsel and Defendants' Counsel 12 cannot agree, the Claims Administrator shall make a recommendation regarding the same. If the 13 parties still cannot agree, then is shall be submitted to an arbitrator mutually agreed upon by the 14 parties for final determination.

15 45. Minimization of Administrative Costs. The Parties agree to cooperate in the 16 settlement administration process and to make all reasonable efforts to control and minimize the 17 costs and expenses incurred in administration of the Settlement Agreement. In no event, however, 18 shall the total of such costs (inclusive of Publication costs discussed above), exceed three hundred 19 thousand dollars ($300,000).

20 Granting of Licenses

21 46. Participating Class Members shall grant to Rhapsody the following non-exclusive

22 licenses on the following terms: (1) For all works in existence as of the date of the filing of the 23 preliminary approval motion in which they have any copyright interest ("Existing Works"), a 24 royalty-free license for a period of three (3) years starting on the Effective Date, and, after the 25 expiration of the three-year period, a perpetual license at the relevant statutory rate (unless and 26 until statutory rate is superseded by a negotiated rate), subject to timely full payment; and (2) For 27 future works not in existence as of the date of the filing of the preliminary approval motion, a 28 perpetual license at the relevant statutory rate (unless and until statutory rate is superseded by a

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1 negotiated rate), subject to timely full payment. For the avoidance of any doubt, it is the intention 2 of this Agreement that the licenses granted in this Paragraph be continuous with the Release of 3 Claims in Paragraphs 53 to 55, so that there is no time period in which any work referenced in this 4 Paragraph is not covered by either the release or a license. The relevant statutory rate shall be a 5 rate consistent with 37 CFR 385.10 to 37 CFR 385.17 or any subsequently adopted regulation or 6 statute governing calculation of mechanical license royalties pursuant to a compulsory license. For 7 the purpose of clarity, Rhapsody shall not be required to serve or file a Notice of Intention as to 8 any Existing Works or future works referenced in this paragraph. Consistent with 17 United States 9 Code Section 115(c)(6), if any Participating Class Member does not receive timely full payment 10 that is required as to a work under license, the Participating Class Member may give written notice 11 to Defendant that, unless the default is remedied within thirty (30) days from the date of the notice, 12 the license as to that work may be terminated.

13 47. Settlement Class Members who do not request exclusion from the Settlement Class 14 and who do not submit any Valid Claim grant a perpetual non-exclusive license to Rhapsody for 15 all Existing Works (as defined in the paragraph above) starting on the Effective Date, subject to 16 timely full payment at the relevant statutory rate (unless and until statutory rate is superseded by a 17 negotiated rate) beginning when they register their work with the claims portal or are identified to 18 or by Rhapsody in Copyright Office registration or other public records. Rhapsody will provide 19 representation of compliance with this provision once a year for the first three (3) years following 20 the settlement date, the goal of which is to demonstrate that Rhapsody has fulfilled this obligation 21 without imposing an undue burden on Rhapsody. For the avoidance of any doubt, it is the intention 22 of this Agreement that the licenses granted in this paragraph be continuous with the Release of 23 Claims in Paragraphs 53 to 55, so that there is no time period in which any work referenced in this 24 paragraph is not covered by either the release or a license. The relevant statutory rate shall be a 25 rate consistent with 37 CFR 385.10 to 37 CFR 385.17 or any subsequently adopted regulation or 26 statute governing calculation of mechanical license royalties pursuant to a compulsory license. For 27 the purpose of clarity, Rhapsody shall not be required to serve or file a Notice of Intention as to 28 any Existing Works referenced in this paragraph. Consistent with 17 United States Code Section

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1 115(c)(6), if any such Settlement Class Member does not receive timely full payment that is

2 required as to a work under license, such Settlement Class Member may give written notice to

3 Defendant that, unless the default is remedied within thirty (30) days from the date of the notice,

4 the license as to that work may be terminated.

5 48. Licenses shall be assignable in the event of a company sale or merger (or other

6 similar corporate transaction) and sub-licensable.

7 Establishment of Artist Advisory Board

8 49. Rhapsody shall institute an Artist Advisory Board ("AAB"). The number of AAB

9 members shall be determined by the Chair but shall not exceed ten (10) without express

10 permission of Rhapsody. The Chair position shall initially be filled by Plaintiff David Lowery

11 for a one-year term. Thereafter, future Chairs shall be selected by a vote of the then-sitting

12 members of the AAB. Rhapsody shall provide an annual budget of not less than thirty thousand

13 dollars ($30,000), based on a budget proposal prepared by the AAB and approved by Rhapsody,

14 to be allocated by the Chair, for expenses. Rhapsody shall have the final say over the amount of

15 the budget and its determination not to provide a budget over $30,000 shall not give rise to any

16 claim by any member of the AAB or any Settlement Class Member. The AAB shall be designed

17 to advance the parties' mutual goals of improving and protecting artists' rights, promoting

18 Rhapsody's service as an artist-friendly platform and thereby growing its subscriber base, and

19 providing compensation to artists. Unless approved by Rhapsody, all meetings, discussions,

20 actions and positions of the AAB shall remain confidential.

21 50. To further the goals of the AAB, Rhapsody shall initiate an artist referral program

22 ("ARP") that will provide artists with a ten dollar ($10) referral fee for each referral who becomes

23 a Rhapsody paying subscriber. The fee shall be paid at the one year anniversary of the time the

24 referral first became a paying subscriber. Only one artist may recover the fee for any single

25 referral; if multiple artists claim credit for the referral, Rhapsody will pay the fee to the first artist

26 to make the claim. If Rhapsody implements a higher rate for any referral program, artists shall

27 receive the then-prevailing rate as part of the ARP. Rhapsody shall utilize technology that

28

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1 accurately tracks subscribers referred through the program, and artists participating in the ARP

2 shall have the right to audit the referral payments once per year, at the artist's own expense.

3 51. As part of the AAB' s agenda, and in addition to the foregoing, the AAB and

4 Rhapsody will work jointly on recommended improvements to: (1) the statutory royalty scheme

5 for mechanical rightsholders, which may include a per play royalty structure and rate; (2) a going-

6 forward electronic Notice of Intention process that avoids the time-limit and fee structure imposed

7 by current regulations; and (3) the delivery of metadata to facilitate identification of rightsholders.

8 Press Release

9 52. The Parties agreeto issue a mutually agreeable Press Release. Any issue related to

10 the Press Release that is disputed between the parties shall be submitted to Judge Corley, to whom

11 the parties consent pursuant to 28 U.S.C. § 636.

12 Release of Claims & Dismissal of Complaints

13 53. Releaseof Claims. Upon the Effective Date, the Class Representatives and all

14 Settlement Class Members who do not submit a timely and valid Request for Exclusion shall

15 waive, forfeit and release any and all of their claims and potential claims against Defendant, and

16 hereby agree to the following General Release of claims against the Defendant:

17 54.

18 a. Class Representatives, Settlement Class Members, and their agents, representatives,

19 heirs, successors, assigns, and each and all of them, hereby release, acquit, and forever

20 discharge Defendant, its parents, subsidiaries and affiliates, and each of them, and their

21 respective agents, general agents, insurers, reinsurers, payroll companies, attorneys,

22 representatives, owners, stockholders, policyholders, principals, partners, members,

23 employees, officers, directors, trustees, heirs, successors, predecessors, assigns, parent

24 corporations, subsidiaries, affiliated companies, and each and all of them, of and from any

25 and all obligations, debts, claims, members, liabilities, demands, and causes of action of

26 every kind, nature and description whatsoever, whether or not now known, suspected or

27 claimed, that they ever had, now have, or may hereafter acquire, that were or could have

28 been asserted in any version of the complaints filed in this Action or are based on or arise

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1 out of the facts alleged in any version of the complaints filed in this action, accruing from 2 the beginning of time until the Effective Date, including all claims, known or unknown. 3 b. Class Representatives expressly waive any and all rights and benefits conferred upon 4 them by the provisions of Section 1542 of the California Civil Code or similar provisions 5 of applicable law which are as follows: 6 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 7 CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT 8 THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 9 MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE 10 DEBTOR."

11 55. Release by Defendant. Upon the Effective Date, Defendant agrees and hereby 12 absolutely, fully and forever discharges and releases and covenants not to sue Class 13 Representatives and/or their past and present representatives, agents, attorneys, accountants, 14 assigns and heirs, and each of them, from any and all claims, actions, causes of action, debts, 15 guaranties, warranties (express or implied), balances, liabilities, demands, dividends, profits, 16 interest, earnings, obligations, costs, expenses, wages, penalties, damages and liens of every kind 17 whatsoever, whether known or unknown, suspected or unsuspected, arising out of the claims in 18 this Rhapsody Action.

19 Non-Interference 20 56. Plaintiffs shall not take any action seeking to invalidate or undermine the 21 settlement agreement between Rhapsody and the NMPA by (1) making any disparaging 22 comments about Rhapsody's settlement with the. NMP A; or (2) inducing any potential class 23 member not to make claims under the NMP A settlement.

24 57. Plaintiffs will not take any action to artificially inflate the number of qualified 25 works, for example by encouraging potential class members to play or cause others to play their 26 songs for the specific purpose of ensuring that that song is a Qualifying Registered Work or a 27 Qualifying Unregistered Work. Should Rhapsody believe such artificial inflation has occurred, 28 counsel for the parties will meet and confer to try to resolve the issue. If counsel cannot resolve

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1 the issue, then the matter may be submitted to this Court, which retains jurisdiction over this 2 action. 3 Class Counsel Fee Award and Costs

4 58. The Lawsuit includes a request for attorneys' fees and cost.

5 59. The parties agree to submit the issue of Plaintiffs' counsel's reasonable attorneys' 6 fees and costs to the Court. Class Counsel's application for fees and costs shall be scheduled for 7 determination at the Final Approval Hearing or as soon thereafter as is convenient for the Court. 8 Revocation or Nullification of Settlement Agreement

9 60. Nullification of Settlement Agreement. In the event: (i) the Court does not 10 enter the Order specified herein; (ii) the Court does not finally approve the Settlement as provided 11 herein; (iii) the Court does not enter a Final Judgment as provided herein, which becomes final as 12 a result of the occurrence of the Effective Date; or (iv) the Settlement does not become final for 13 any other reason, this Settlement Agreement shall Terminate. Certain provisions of the Parties' 14 Settlement Agreement and Memorandum of Agreement are expressly to survive such a

15 termination, including stays of the District Court and appellate court proceedings, and such 16 provisions that require payment of fees incurred by the Claims Administrator up to the date that 17 Defendant receives notice by the Court of any of the events (i) through (iv) shall be paid by 18 Defendant and shall not be repaid to Defendant. Otherwise, the Parties shall proceed under such 19 circumstances as if this Settlement Agreement had not been executed. In the event anappeal is 20 filed from the Court's Final Judgment, or any other appellate review is sought prior to the 21 Effective Date, administration of the Settlement shall be stayed pending final resolution of the 22 appeal or other appellate review (unless otherwise agreed to by the Parties in writing signed by 23 all counsel and representatives of the Parties).

24 Preliminary & Final Approval Court Hearings on the Settlement Agreement

25 61. Preliminary Approval Hearing. Upon execution of this Settlement Agreement, 26 Plaintiffs shall request a hearing before the Court to request Preliminary Approval of the 27 Settlement Agreement and to request the entry of a Preliminary Approval Order for: (i) certifying 28 the Class for settlement purposes only; (ii) preliminarily approving the proposed Settlement

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1 Agreement; (iii) certifying the Settlement Class Members and the Class Period for settlement 2 purposes only; and (iv) setting a date for a Final Approval/Settlement Fairness Hearing. The 3 Preliminary Approval Order shall provide for the Publication as specified herein. In conjunction 4 with the Preliminary Approval hearing, Plaintiff shall submit this Settlement Agreement, which 5 sets forth the terms of this Settlement, and will include a copy of the Publication Notice agreed 6 upon by the Parties. 7 62. Final Settlement Approval Hearing and Entry of Final Judgment. Upon expiration 8 of the deadline of the Claims Period, and with the Court's permission, a Final 9 Approval/Settlement Fairness Hearing shall be conducted to determine Final Approval of the 10 Settlement Agreement along with the amounts properly payable for: (i) Participating Settlement 11 Class Members; (ii) the Class Representative Enhancement Payments; and (iii) the Claims

12 Administration Costs. The Final Approval/Settlement Fairness Hearing shall not be held earlier 13 than thirty (30) days after the deadline to submit Requests for Exclusion or objections to the 14 Settlement Agreement.

15 Final Judgment of and Continued Jurisdiction Over the Settlement Agreement 16 63. Upon final approval of the Settlement by the Court or after the Final 17 Approval/Settlement Fairness Hearing, the Parties shall present the Final Judgment to the Court 18 for its approval. After entry of the Final Judgment, the Court shall have continuing jurisdiction 19 solely for purposes of addressing: (i) the interpretation and enforcement of the terms of the 20 Settlement; (ii) Settlement administration matters; (iii) motion for attorneys' fees and costs; (iv) 21 disputes regarding artificial inflation of claims as set forth in Paragraphs 56 to 57 above; and (v) 22 all orders and judgments entered in connection with respect to this Settlement. 23 Dispute Resolution Concerning the Terms of This Settlement Agreement

24 64. Except as otherwise set forth herein, all disputes concerning the interpretation, 25 calculation or payment of settlement claims, or other disputes regarding compliance with this 26 Settlement Agreement, shall be resolved as follows: 27 • If Plaintiff or Class Counsel, on behalf of any Plaintiff or any Settlement Class 28 Member, or Defendants at any time contend that the other Party has breached or acted contrary

18 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 21 of 46

1 to the Settlement Agreement, that Party shall notify the other party in writing of the alleged 2 violation. 3 • Upon receiving notice of the alleged violation or dispute, the responding Party

4 shall have ten (1 0) days to correct the alleged violation and/or respond to the initiating party with 5 the reasons why the Party disputes all or part of the allegation. 6 • If the response does not address the alleged violation to the initiating Party's 7 satisfaction, the Parties shall negotiate in good faith for up to ten (10) days to resolve their 8 differences. 9 • If Class Counsel and Defendants are unable to resolve their differences within 10 thirty (30) days after the writing that notified them of the alleged violation, either Party may file 11 an appropriate motion for enforcement before the Court. The briefing of such motion shall not

12 exceed ten (10) double-spaced pages (excluding exhibits), absent leave of Court. 13 • Reasonable attorneys' fees and costs for work done in resolving a dispute under 14 this Section may be recovered by any party who prevails under the standards set forth within the 15 meaning of applicable law.

16 General & Miscellaneous Provisions

17 65. Exhibits Incorporated by Reference. The terms of this Agreement include the 18 terms set forth in any attached Exhibit, which are incorporated by this reference as though fully 19 set forth herein. Any Exhibit to this Agreement is an integral part of the Settlement.

20 66. Entire Agreement. This Settlem~nt Agreement and any attached Exhibit constitute 21 the entirety of the settlement terms. (To the extent there is inconsistency between this Settlement 22 Agreement and the prior Memorandum of Agreement, the terms of this Settlement Agreement 23 shall control.) No other prior or contemporaneous written or oral agreements may be deemed 24 binding on the Parties.

25 67. Amendment or Modification. This Settlement Agreement may be amended or 26 modified only by a written instrument signed by counsel for the Parties or their successors-in- 27 interest. 28

19 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 22 of 46

1 68. Authorization to Enter Into Settlement Agreement. Counsel for each Party hereto

2 warrants and represents they are expressly authorized to negotiate this Settlement Agreement and

3 to take all appropriate action required or permitted to be taken pursuant to this Settlement

4 Agreement to effectuate its terms, and to execute any other documents required to effectuate the

5 terms of t~is Settlement Agreement. The Parties and their counsel will cooperate with each other

6 and use their best efforts to affect the implementation of the Settlement. If the Parties are unable

7 to reach agreement on the form or content of any document needed to implement the Settlement,

8 or on any supplemental provisions that may become necessary to effectuate the terms of this

9 Settlement, the Parties may seek the assistance of the Court to resolve such disagreement.

10 69. Binding on Successors and Assigns. This Settlement Agreement shall be binding

11 upon, and inure to the benefit of, the successors or assigns of the Parties hereto, as previously

12 . defined.

13 70. California Law Governs. All terms of this Settlement Agreement and Exhibits

14 hereto shall be governed by and interpreted according to the laws of the State of California.

15 71. Counterparts. This Settlement Agreement may be executed in one or more

16 counterparts. All executed counterparts and each of them shall be deemed to be one and the same

17 instrument provided that counsel for the Parties shall exchange among themselves original signed

18 counterparts.

19 72. Acknowledgement That the Settlement Is Fair and Reasonable. The Parties

20 believe this Settleme~t Agreement is a fair, adequate and reasonable settlement of the Action and

21 have arrived at this Settlement after arm's-length negotiations, and in the context of adversarial

22 litigation, taking into account all relevant factors, actual and potential. The Court may, in its

23 discretion, contact the Mediator to discuss the Settlement and whether or not the Settlement is fair

24 and reasonable.

25 73. Jurisdiction of the Court. The Court shall retain jurisdiction with respect to the

26 interpretation, implementation and enforcement of the terms of this Settlement Agreement as set

27 forth above. 28

20 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE. Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 23 of 46

1 74. Invalidity of Any Provision. Before declaring any provision of this Settlement 2 Agreement invalid, the Court shall first attempt to construe the provisions as valid to the fullest 3 extent possible, consistent with applicable precedents so as to define all provisions of this

4 Settlement Agreement as valid and enforceable. If the Court conditions approval on any material 5 change not previously agreed to or consented to by the parties, or rejects any material term, the 6 parties agree to meet and confer in good faith to try to resolve the issue. Should the parties be 7 unable to resolve it, either party may terminate the Settlement Agreement. 8 75. Plaintiffs' Waiver of Right to Be Excluded and Object. Plaintiffs agree to sign this 9 Settlement Agreement, and by signing this Settlement Agreement, are thereby bound by the terms

10 herein. For good and valuable consideration, Plaintiffs further agrees that they shall not request 11 to be excluded from the Participating Class and agree not to object to any of the terms of this

12 Settlement Agreement. Any such request for exclusion or objection by Plaintiffs shall be void 13 and of no force or effect. Efforts by any Plaintiff to circumvent the terms of this paragraph shall 14 be void and of no force or effect.

15 76. Waiver of Certain Appeals. The Parties agree to waive appeals and to stipulate to 16 class certification for purposes of this settlement only; except, however, that Plaintiffs or

17 Defendant may appeal any award of attorney fees and costs to Plaintiffs' counsel. Further either

18 Party may appeal any court order that materially alters the Settlement Agreement's terms. 19 77. Class Certification for Settlement Purposes Only. The Parties agree to stipulate to 20 class certification only for purposes of the Settlement. If, for any reason, the Settlement is not 21 approved, the stipulation to certification will be void. The Parties further agree that certification 22 for purposes of the Settlement. is not an admission that class certification. is proper under the

23 standard applied to contested certification motions and that this Settlement will not be admissible 24 in this or any other proceeding as evidence that (i) a class should be certified or (ii) Defendant is 25 liable to Plaintiff or the Class Members, other than according to the Settlement's terms. 26 78. No Admission of Liability. The Parties to the Action understand that the terms of 27 the Settlement Agreement do not in any way imply an admission of liability on the part of 28

21 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 24 of 46

1 Defendant and that it is being agreed to as an efficient method and compromise in order to resolve

2 disputed claims.

3 79. All Terms Subject to Final Court Approval. All amounts and procedures described 4 in this Settlement Agreement herein shall be subject to final Court approval.

5 80. Execution of Necessary Documents. All Parties shall execute all documents 6 reasonably necessary to effectuate the terms of this Settlement Agreement.

7 81. Binding Agreement. The Parties intend that this Settlement shall be fully 8 enforceable and binding and that it shall be admissible and subject to disclosure in any proceeding

9 to enforce its terms, notwithstanding any mediation confidentiality provisions that otherwise

10 might apply under federal or state law. 11 Representations and Warranties

12 82. Plaintiffs represent and warrant that they have conducted diligence. Subject to the 13 terms set forth herein, class counsel believes the settlement is fair and reasonable.

14 83. Defendant represents and warrants that the documents provided to Plaintiffs for 15 purposes of their due diligence (a list of which is attached as Exhibit A) fully and fairly disclosed 16 its financial status in respect of fiscal years 2017 and 2018 (through to August 31, 2018) and,

17 where applicable, were prepared in accordance with GAAP.

18 84. Defendant further represents and warrants that it is not aware of, and has not failed 19 to disclose, any event (e.g., sale of equity), occurrence, development, contracts, or assets which

20 reasonably is or are expected to result in 1) Defendant's revenue increasing by more than 15%, or

21 2) its earnings increasing by more than $10,000,000 by December 31, 2019. For the avoidance

22 of doubt, the relevant time periods are the calendar years 2018 and 2019, and the measurements

23 shall be the extent of which calendar year 2019 revenues or earnings exceed those in calendar

24 year 2018. 25 85. Defendant represents and warrants that it is not in negotiations with any third party to

26 obtain debt or equity financing (incremental to Defendant's current third-party debt facility with

27 ABN Amro) in excess of twenty-five million dollars ($25,000,000). Notwithstanding the above,

28 Defendant hereby confirms (and Plaintiffs hereby acknowledge Defendant advised them) that

22 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 25 of 46

1 Defendant is currently in a process seeking to obtain debt or equity financing up to (but no more 2 than) twenty-five million dollars ($25,000,000), and, if those discussions result in Defendant 3 obtaining the financing of an amount equal or less than twenty-five million dollars ($25,000,000), 4 this will not constitute a breach of this representation and warranty and Plaintiffs will not claim 5 that Defendant has breached the representation and warranty. 6 86. Should any of Defendant's representations and warranties in Paragraphs 83 or 85 turn out 7 to have been incorrect as of the date of filing of Preliminary Approval, which shall occur no later 8 than February 15, 2019, the settlement cap of $10 million, set forth in Paragraph 32 of this 9 Agreement, shall increase in accordance with the applicable calculation set out below in (a) & 10 (c). Should any of Defendant's representations and warranties in Paragraph 84 turn out to have 11 been incorrect as of one year after execution of this Settlement Agreement or December 31, 2019, 12 whichever is earlier, the settlement cap of $10 million, set forth in Paragraph 32 of this Settlement 13 Agreement, shall increase in accordance with the applicable calculation set out below in (b). So 14 long as Defendant complies with the cap raise as set out below in (a)- (c): (i) Plaintiffs agree 15 that no action will be brought, no matter how styled, for breach of these representations and 16 warranties; (ii) Plaintiffs will not claim in any manner that this provision changes the settlement 17 cap to a fund; and (iii) consistent with Paragraph 35 of this Settlement Agreement, Plaintiffs 18 acknowledge and will take no position contrary to the fact that this provision does not present an 19 issue of reverter. The applicable calculations follow. 20 a) If the representation and warranty in Paragraph (83) above turns out to have been 21 incorrect, then the Cap shall increase by $1 million for each $5 million by which 22 either (i) Defendant's assets in the balance sheet were under-reported; (ii) 23 Defendant's liabilities in the balance sheet were over-reported; (iii) Defendant's 24 revenues in the P&L were under-reported; (iv) Defendant's cost of goods in the 25 P&L were over-reported; or (v) Defendant's earnings were under-reported. These 26 categories (i)- (v) are independent; subject only to the cap in Paragraph 90, and 27 except as follows: to the extent an error in any of the categories (i) - (v) also 28 contributes to an error in another category, (e.g. a change in reported revenue is

23 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 26 of 46

1 also reflected in a change in earnings), only one penalty adjustment shall apply. 2 The applicable penalty adjustment shall be whichever is larger. For the avoidance

3 of doubt, there shall be no double-counting. 4 b) If the representation and warranty in Paragraph (84) above turns out to be 5 incorrect, then the cap shall increase by the greater of either (i) 15% of the amount 6 of the increased revenues, or (ii) 25% of the amount of increased earnings, with

7 such increases being measured as referred to in Paragraph 84 above. For the 8 avoidance of doubt, the increase of either 15% in revenue or 25% in earnings, as

9 applicable, shall apply only to amounts in excess of the 15% increase in revenue 10 or $10,000,000 increase in earnings referred to in Paragraph 84. 11 c) If the representation in Paragraph 85 above turns out to be incorrect, then the cap

12 shall increase by 10% of the financing (or other capital) received by Defendant 13 that exceeds twenty five million dollars ($25,000,000).

14 87. Rhapsody will provide a quarterly update to Plaintiffs' Counsel as to Rhapsody's financial

15 condition, consisting of (i) a profit and loss statement and (ii) a balance sheet statement as

16 prepared in the ordinary course of Rhapsody's business; and, along with (i) & (ii), (iii) a

17 representation and warranty, executed by the general counsel, CEO, or CFO, stating that 18 Defendant has not breached any of the representations and warranties and that there are no events 19 that would increase the Cap ("Quarterly Update"). In addition, Rhapsody will provide Plaintiffs'

20 Counsel with FY18 and FY 19 audited financials and the first quarter of FY20 unaudited financials 21 (covering October through December 2019) once completed. These documents shall be subject 22 to the "Highly Confidential -For Attorneys' Eyes Only" provisions of the previously entered 23 Protective Order. The Quarterly Updates shall be delivered to counsel for Plaintiffs. 24 88. Any claims for breach of a representation or warranty and for a corresponding adjustment

25 to the cap must be made in writing. Plaintiffs must provide the specific basis for the claim, and 26 it must be sufficient to give Defendant notice of the specific facts plaintiffs are relying on for their

27 claim. Any claim for an increase in the Cap that is disputed between the parties shall be submitted

28 to Judge Corley, to whom the parties consent pursuant to 28 U.S.C. § 636.

24 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 27 of 46

1 89. Defendants shall provide Quarterly Updates until Defendant has complied with the 2 obligations to provide financial reports set forth in Paragraph 87. The Defendant's obligation to

3 provide Quarterly Updates shall expire upon the receipt by Plaintiff of the Last Quarterly Update. 4 Plaintiffs shall have until 90 days following the Last Quarterly Update to assert any breach of the

5 representations and warranties, as set forth in Paragraph 88. Thereafter, no such claim may be

6 asserted in this action or elsewhere. Defendant shall cooperate on any and all reasonable and

7 targeted requests by Class Counsel for information to verify compliance with this Settlement

8 Agreement and accuracy of the Quarterly Updates ("Verification Requests"). Any disputes 9 concerning Verification Requests shall be submitted to Judge Corley. Any delay in responding

10 to Verification Requests shall extend ·the time for Plaintiffs to assert any breach of the 11 representations and warranties as set forth herein.

12 90. In no event shall the cap increase by more than $10,000,000 (i.e., the cap shall not be

13 higher than $20,000,000) even if the individual breaches amount to more than an additional 14 $10,000,000 increase to the Cap. This Cap does not include the AAB or ARP amounts.

15

16

17 READ CAREFULLY BEFORE SIGNING

18 19 Dated: January 16, 2019

20 Dated: January 16, 2019 21

22 Dated: January 16, 2019 23 Plaintiff 24 Dated: January 16, 2019 By: ------25 Plaintiff 26

27 Dated: January 16, 2019 By: ______28 Rhapsody International Inc.

25 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE CaseNo.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 28 of 46

1 2 MICHELMAN & ROBINSON, LLP 3 Dated: January 16, 2019 4 By: ----=~2~ff:l~:;::_j=Q==:::=:==~~ 5 ~man Mona Z. Hanna 6 Attorneys for Plaintiffs & Proposed Class 7 8 Dated: January 16, 2018 RHAPSODY INTERNATIONAL INC. 9 10 By: ______11 Karin Kramer Thomas C. Rubin 12 Patrick Bums 13 Attorneys for Rhapsody International Inc. 14 15

16

17

18

19

20

21 22 23 24 25

26 27 28

26 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 29 of 46

89. Defendants shall provide Quarterly Updates until Defendant has complied with the

2 obligations to provide financial reports set forth in Paragraph 87. The Defendant's obligation to

3 provide Quarterly Updates shall expire upon the receipt by Plaintiff of the Last Quarterly Update.

4 Plaintiffs shall have until 90 days following the Last Quarterly Update to assert any breach ofthe

5 representations and warranties, as set forth in Paragraph 88. Thereafter, no such claim may be

6 asserted in this action or elsewhere. Defendant shall cooperate on any and all reasonable and

7 targeted requests by Class Counsel for information to verify compliance with this Settlement

8 Agreement and accuracy of the Quarterly Updates ("Verification Requests"). Any disputes

9 concerning Verification Requests shall be submitted to Judge Corley. Any delay in responding

10 to Verification Requests shall extend the time for Plaintiffs to assert any breach of the

11 representations and warranties as set forth herein.

12 90. In no event shall the cap increase by more than $10,000,000 (i.e., the cap shall not be

13 higher than $20,000,000) even if the individual breaches amount to more than an additional

14 $1 0,000,000 increase to the Cap. This Cap does not include the AAB or ARP amounts.

15

16

17 READ CAREFULLY BEFORE SIGNING

18 19 Dated: January 16,2019 By: (Jf2 t--; 20 Dated: January 16, 2019 By: 21 Plaintiff 22 Dated: January 16, 2019 By: 23 Plaintiff 24 Dated: January 16, 2019 By: 25 Plaintiff

26 27 Dated: January 16, 2019 By: ______28 Rhapsody International Inc.

25 JOINT STIPULA TJON OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4:16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 30 of 46

89. Defendants shall provide Quarterly Updates until Defendant has complied with the 2 obligations to provide financial reports set forth in Paragraph 87. The Defendant's obligation to 3 provide Quarterly Updates shall expire upon the receipt by Plaintiff ofthe Last Quarterly Update. 4 Plaintiffs shall have until90 days following the Last Quarterly Update to assert any breach ofthe 5 representations and warranties, as set forth in Paragraph 88. Thereafter, no such claim may be 6 asserted in this action or elsewhere. Defendant shall cooperate on any and all reasonable and 7 targeted requests by Class Counsel for information to verify compliance with this Settlement 8 Agreement and accuracy of the Quarterly Updates ("Verification Requests"). Any disputes 9 concerning Verification Requests shall be submitted to Judge Corley. Any delay in responding 10 to Verification Requests shall extend the time for Plaintiffs to assert any breach of the II representations and warranties as set forth herein. 12 90. In no event shall the cap increase by more than $10,000,000 (i.e., the cap shall not be 13 higher than $20,000,000) even if the individual breaches amount to more than an additional 14 $10,000,000 increase to the Cap. This Cap does not include the AAB or ARP amounts. 15 16 17 READ CAREFULLY BEFORE SIGNING 18 19 Dated: January 16,2019 By: Plaintiff 20 Dated: January 16, 2019 By: 21 Plaintiff 22 Dated: January J6 , 2019 By: 23 Plaintiff 24 Dated: January 16, 2019 By: 25 Plaintiff 26 27 Dated: January 16,2019 28

25 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 31 of 46

2 MICHELMAN & ROBINSON, LLP 3 Dated: January 16, 2019 4 <:::?:n_a 5 By: _.~a~n~fu~~L~.'~~~=~;e~lm::an:::::::::=~ Mona Z. Hanna 6 Attorneys for Plaintiffs & Proposed Class 7

8 Dated: January 16, 2018 RHAPSODY INTERNATIONAL INC. 9 10 B;:LCtUp1/ /(/tJ???~ 11 Karin Kramer Thomas C. Rubin 12 Patrick Burns 13 Attorneys for Rhapsody International Inc.

14

15 16

17

18 19

20

21 22 23

24 LEGAL DEPARTMENT 25 APPROVED 26 27 28

26 JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No.: 4: 16-cv-01135-JSW Case 4:16-cv-01135-JSW Document 155-1 Filed 02/15/19 Page 32 of 46

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Exhibit D: Documents provided by Rhapsody to Plaintiffs as part of Due Diligence

Pursuant to paragraph 83 of the Settlement Agreement between Rhapsody International Inc. (“Rhapsody”) and Plaintiffs, below is a list of documents provided by Rhapsody to Plaintiffs as part of due diligence:

x Balance sheet and P&L for October 1, 2016 through June x Consolidated audited financial statement for fiscal year 2016 x Consolidated audited financial statement for fiscal year 2017 x Report of independent auditor Ernst & Young for fiscal year 2017 x Consolidated unaudited balance sheet for FY 2018, YTD August 2018 x Rhapsody capital raise deck (2018)

04688-00001/10674491.1 Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 1 of 6

1 SANFORD L. MICHELMAN (SBN 179702) [email protected] 2 MICHELMAN & ROBINSON, LLP 10880 Wilshire Blvd., 19th Floor 3 Los Angeles, CA 90024 Telephone: (310) 564-2670 4 Facsimile: (310) 564-2671

5 MONA Z. HANNA (SBN 131439) 6 [email protected] JENNIFER A. MAURI (SBN 276522) 7 [email protected] MICHELMAN & ROBINSON, LLP 8 17901 Von Karman Avenue, 10th Floor Irvine, CA 92614 9 Telephone: (714) 557-7990 Facsimile: (714) 557-7991 10 Attorneys for Plaintiffs 11 DAVID LOWERY, VICTOR KRUMMENACHER, GREG LISHER, AND DAVID FARAGHER 12 UNITED STATES DISTRICT COURT 13 14 NORTHERN DISTRICT OF CALIFORNIA 15 DAVID LOWERY, VICTOR Case No.: 4:16-cv-01135-JSW KRUMMENACHER, GREG LISHER, and 16 DAVID FARAGHER, individually and on Hon. Jeffrey S. White behalf of themselves and all others similarly Hon. Jacqueline Scott Corley, Magistrate 17 situated, 18 DECLARATION OF MONA Z. HANNA Plaintiffs, IN SUPPORT OF PLAINTIFFS’ MOTION 19 v. FOR PRELIMINARY APPROVAL

20 RHAPSODY INTERNATIONAL, INC.

21 Defendant. Complaint Filed: March 7, 2016

22

23 24 25 26 27 28

04688-00001/10696109.1 1 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 2 of 6

1 I, Mona Z. Hanna, declare as follows: 2 1. I am an attorney at law, licensed to practice law in the State of California and 3 before this Court. I am a Partner in the Orange County office of Michelman & Robinson, LLP. 4 Our firm represents Plaintiffs David Lowery, Victor Krummenacher, Greg Lisher, and David 5 Faragher (collectively “Plaintiffs”). I make this declaration in support of Plaintiffs’ Motion for 6 Preliminary Approval. My statements herein are based upon my own personal knowledge, and if 7 called as a witness, I could and would competently testify thereto under oath. 8 2. The exact number of potential class members is unknown. However, Plaintiffs’ 9 counsel estimates that the number of class members is upwards of 2,704,665 members. This 10 estimate is based on the following: 11 Early in the case, Rhapsody estimated that it had streamed approximately 7,727,617 12 unmatched musical works between March 7, 2013 (three years preceding the filing of this lawsuit) 13 and Summer/Fall 2016. As the Settlement Agreement shows, the proposed class contains two 14 components: “Owners of mechanical distribution and/or reproduction rights in Qualifying 15 Registered Works and Qualifying Unregistered Works that were made available or played on 16 the Rhapsody music service in the United States during the period from March 7, 2013 until 17 February 15, 2019.” (emphasis added). 18 As to the number of Qualifying Registered Works, the parties jointly conducted a 19 “sampling” exercise in an effort to determine roughly what percentage of Rhapsody’s unmatched 20 songs were registered works. This sampling exercise was undertaken to establish a baseline 21 percentage of the number of registered works existing within the pool of 7,727,617 unmatched 22 songs. Out of the 7,727,617 tracks that Rhapsody identified, the parties randomly selected 500 23 songs as a sample set, and Rhapsody provided Plaintiffs with its data regarding those 500 works. 24 The parties thereafter each independently researched which of randomly selected songs were 25 registered with the Copyright Office. Plaintiffs’ findings were as follows: there are approximately 26 73 unique registered musical works in the sample set of 500—i.e., 14.6% of the sample set were 27 registered works. From there, Plaintiffs extrapolated that 14.6% of Rhapsody’s 7,727,617 28 “unmatched” songs are registered works, and thus, estimate that there are at least 1,128,232

04688-00001/10696109.1 2 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 3 of 6

1 registered, infringed works. This estimate likely underestimates the number of Qualifying 2 Registered Works, as it did not include any additional musical works that were added to 3 Rhapsody’s service after Fall 2016. 4 As to the number of Qualifying Unregistered Works, the remainder of the works in the 5 sample are unregistered, thus, there are 427 unregistered works. Based on the same 500 song 6 sample, 23.8% of the musical works were played more than twenty-four times. Accordingly, 102 7 works (23.8% of the 427 unregistered works) were played more than 24 times (as required to be 8 included in the class for unregistered works). Thus, 20.4% (102 of the 500 works) of the sample 9 are unregistered works that were played more than 24 times. From there, Plaintiffs extrapolated 10 that 20.4% of Rhapsody’s 7,727,617 “unmatched” songs are unregistered works, and thus, 11 estimate that there are at least 1,576,438 unregistered, infringed works. This estimate likely 12 underestimates the number of Qualifying Unregistered Works, as it did not include any additional 13 musical works that were added to Rhapsody’s service after Fall 2016. 14 3. Accordingly, the estimated total number of class members is 2,704,665 (1,128,232 15 registered works plus 1,576,438 unregistered works). Michelman & Robinson, LLP has received 16 numerous awards for its litigation practice and has been specially recognized by a number of 17 preeminent legal publications. By way of mere example (and not exhaustive), the recent honors 18 and recognitions include: 19 a. Ranked as a “Tier One” firm for commercial litigation in U.S. News & 20 World Report/Best Lawyers publication, titled “Best Law Firms in 21 America for 2016”; 22 b. Included in Vault’s “Top 150 Under 150” national law firm publication; 23 c. Included in the 2015, 2016, 2017 and 2018 Legal 500 USA Guide for 24 commercial and business litigation; 25 d. Listed among the “Top Ranked Law Firms in California” by Martindale- 26 Hubbell; and 27 e. Named to Los Angeles Business Journal’s list of “Top 100 Southern 28 California Law Firms.”

04688-00001/10696109.1 3 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 4 of 6

1 Michelman & Robinson's national recognition is due in part to the innovative work it has 2 performed on countless high-stakes state and federal class actions and complex matters over the 3 past years, across a broad spectrum of practice areas, including intellectual property. In defense 4 of class actions, Michelman & Robinson has represented over 50 cases that all resolved positively 5 for the clients. These cases were handled efficiently and without issue for the parties, counsel or 6 court; some were a matter of first impression. Michelman & Robinson also has a well-established 7 intellectual property and copyright practice, and has regularly handled matters involving 8 copyrights and other digital rights in the music and entertainment industry. Moreover, Michelman 9 & Robinson handles all stages of trademark and copyright prosecution in the U.S. Patent and 10 Trademark Office and U.S. Copyright Office. 11 4. In addition to the firm’s broad litigation experience, the lead trial attorneys on this 12 case have each been individually recognized as leading practitioners in the areas of complex and 13 class action litigation. I have substantial experience litigating class action and complex actions. 14 I also have extensive experience in civil and class action litigation, and am the Chair of 15 Michelman & Robinson’s Litigation Department, and am the former Chair of the firm’s Class 16 Action Group. I was selected by Best Lawyers as the 2017 Insurance Litigation “Lawyer of the 17 Year” for Orange County. I was also on Super Lawyers Magazine’s list of “Top Women 18 Attorneys in Southern California” and “Top 50 Attorneys in Orange County” in 2016 and 2017; 19 in 2015, 2016, 2017, 2018 and 2019 I was named to the “Best Lawyers in America USA Guide” 20 list; and I have been included in the Southern California Super Lawyers list every year from 2006 21 to 2017; and most recently, Business Insurance Women to Watch in 2018. Moreover, I have been 22 inducted into the Trial Lawyer Honorary Society and the Litigation Counsel of America; thrice 23 nominated for the “Top Women in Business” award by the Orange County Business Journal; and 24 received the Five Year Membership Award from the National Association of Woman Business 25 Owners. Finally, I was selected as one of the "Top Women Lawyers" in California by the Daily 26 Journal in 2015 and 2017, and I led an M&R litigation team that received the Daily Journal's Top 27 Verdicts of 2014. I handle consumer class action, labor, employment and commercial lawsuits. 28 I am an authority in the insurance, advertising and digital media and financial services industries,

04688-00001/10696109.1 4 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 5 of 6

1 and have secured countless favorable outcomes in state and federal courts and courts of appeal, 2 many of which have been memorialized in landmark published decisions. 3 5. Similarly, my partner on this action, Sanford Michelman has substantial 4 experience litigating class action and complex actions. He has defeated scores of class actions 5 and large exposure cases. He routinely represents insurers, broker/agents, underwriters, private 6 equity groups, banks, and advertising and media companies throughout the United States. He also 7 represents clients in investigations conducted by various governmental agencies including 8 Departments of Insurance, Attorney General’s Offices, Department of Justice, Securities and 9 Exchange Commission, Federal Trade Commission and Department of Real Estate, among others. 10 Additionally, he has experience representing the government itself and handling matters for 11 government officials. He has worked for U.S. Senator Howard M. Metzenbaum (D-Ohio), 12 assisting with the investigation of Executive Life Insurance, Inc. and the nomination of Associate 13 Justice Clarence Thomas to the United States Supreme Court. In 2001, the Governor of California 14 appointed him to the State Athletic Commission of which he was elected Vice-Chairman in 2002 15 and Chairman in 2004. In 2016, he was elected as a member of the Federal Reserve Bank of San 16 Francisco's board of directors. 17 6. Michelman & Robinson has dedicated attorneys to this case who have worked 18 together for years on dozens of high-stakes class action lawsuits. Moreover, Michelman & 19 Robinson already possesses the internal bench strength and in-house expertise on the class action 20 and federal copyright law at issue in this lawsuit. With multiple offices in Los Angeles, Orange 21 County, San Francisco, New York, and Chicago, Plaintiffs' Counsel also possesses the 22 infrastructure and know-how to handle case-related activities regardless of where they occur. 23 7. Plaintiffs’ counsel intends to request an award of $5,511,878 - $5,661,877.50 for 24 attorneys’ fees. This amount was calculated via the lodestar method, with a multiplier of 3. 25 Specifically, Michelman & Robinson attorneys and other billing personnel rendered professional 26 services totaling 2,826.5 hours (as of February 13, 2019) and a corresponding monetary value of 27 $1,737,292.50 (as of February 13, 2019). Further, Plaintiffs’ counsel estimates that it will incur 28 additional fees of approximately $75,000 - $150,000 between now and final approval. Thus, the

04688-00001/10696109.1 5 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-2 Filed 02/15/19 Page 6 of 6

1 total amount of fees is estimated to be between $1,837,292.50 – $1,887,292.50. As will be further 2 addressed in Plaintiffs request for attorneys’ fees (no hearing date or briefing schedule have been 3 set for such request), in light of the quality of the representation, the outstanding benefits obtained 4 for the class, the complex and novel of issues presented, the risk of nonpayment, and the 5 substantial effort of counsel, a positive multiplier to the lodestar is appropriate here. As set forth 6 in Plaintiffs’ Unopposed Motion for Preliminary Approval, Plaintiffs’ Counsel achieved 7 significant monetary and non-monetary benefits for the class. Indeed, the Plaintiffs and members 8 of the putative class will receive not only substantial monetary compensation, but also practical 9 and on-going benefits to Class Members. This is an incalculable benefit, worth exponentially 10 more than the agreed upon amount for the settlement fund. 11 8. In addition to its attorneys’ fees, Plaintiffs’ counsel will seek payment of costs and 12 expenses in at least the amount of $85,214, where such amounts include, inter alia, expert fees, 13 court related costs (i.e., filing fees, messenger fees), and travel expenses. 14 9. Pursuant to the Northern District of California’s Procedural Guidelines for Class 15 Action Settlements Section 11 (entitled “Past Distributions”), a spreadsheet containing details as 16 to Plaintiffs’ counsels’ “past comparable class settlements” is attached as Exhibit A. 17 I declare under penalty of perjury under the laws of the United States of America that the 18 foregoing is true and correct. 19 Executed this 15th day of February, 2019, in Irvine, California. 20 21 22

23

24 Mona Z. Hanna

25 26 27 28

04688-00001/10696109.1 6 DECLARATION OF MONA Z. HANNA IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-3 Filed 02/15/19 Page 1 of 2

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1 QUINN EMANUEL URQUHART & SULLIVAN, LLP Karin Kramer (Bar No. 87346)  [email protected] Patrick Burns (Bar No. 300219)  [email protected] 50 California Street, 22nd Floor  San Francisco, California 94111-4788 Telephone: (415) 875-6600  Facsimile: (415) 875-6700

 Thomas C. Rubin (Pro Hac Vice) [email protected]  600 University Street, Suite 2800 Seattle, Washington 98101  Telephone: (206) 905-7000 Facsimile: (206) 905-7100  UNITED STATES DISTRICT COURT  FOR THE NORTHERN DISTRICT OF CALIFORNIA  OAKLAND DIVISION 

 DAVID LOWERY, VICTOR Case No. 4:16-CV-01135-JSW KRUMMENACHER, GREG LISHER, and  DAVID FARAGHER, individually and on DECLARATION OF PATRICK BURNS behalf of themselves and all others similarly RE PLAINTIFFS’ MOTION FOR  situated, PRELIMINARY APPROVAL OF CLASS SETTLEMENT (SELECTION  Plaintiffs, OF SETTLEMENT ADMINISTRATOR)

 v.

 RHAPSODY INTERNATIONAL INC.,

 Defendant.

 I, Patrick Burns, declare:  1. I am an attorney at law, duly licensed to practice before this Court, and am an  associate with the firm of Quinn Emanuel Urquhart & Sullivan, LLP, counsel for Rhapsody  International Inc. (“Rhapsody”) in the above-captioned action. Except as otherwise stated, the  matters set forth herein are within my personal knowledge, and, if called as a witness, I could and  would testify to such facts under oath.  2. Under the terms of the Settlement Agreement, Rhapsody will bear all costs of  notice and settlement administration. The parties agreed that these costs may not exceed 

04688-00001/10695566.2 Case No. 4:16-CV-01135-JSW

DECLARATION OF PATRICK BURNS RE MOTION FOR PRELIMINARY APPROVAL Case 4:16-cv-01135-JSW Document 155-4 Filed 02/15/19 Page 2 of 3

1 $300,000, which should be more than ample for this Settlement. (Attachment A to Plaintiffs’ 2 Motion for Preliminary Approval). 3 3. The initial estimate for settlement administration is approximately $70,000 for 4 administrative costs, and $82,000 for costs of the notice and the media plan. It is unknown how 5 many class members there are or where they are located so it is also not possible to estimate the 6 number of claims or which compensation category they will be in. The inability to identify 7 copyright holders of certain musical compositions is a key component of what led to this lawsuit, 8 as was recognized by the enactment of the Music Modernization Act in October 2018. As a result, 9 it is not possible to reach class members by direct mail. 10 4. Nevertheless, the administrator has designed a robust notice and media program 11 that they have advised us should reach 70% of the population likely to include the class. (See 12 Declaration of Jeanne C. Finegan, APR Concerning Class Member Notification, at ¶4). In fact, 13 Heffler Claims Group LLC (“Heffler”), the selected claims administrator, rejected the media 14 program the parties agreed to in their Settlement Agreement because they did not believe it would 15 reach enough potential class members; the parties then agreed to the more fulsome and targeted 16 outreach Heffler proposed. Because the value of the Settlement will not be known until the claims 17 period ends, it is not possible to compare the costs of notice to the value of the Settlement at this 18 time. 19 5. Rhapsody selected Heffler as the settlement administrator. Rhapsody reached out 20 to potential settlement administrators beginning in April, 2017, when the parties first agreed on 21 settlement terms. Rhapsody remained in contact with settlement administrators until the 22 Settlement Agreement finally was signed in early 2019. Rhapsody solicited four proposals in total 23 over the course of the process from Heffler, Epiq Global, Angeion Group, and Garden City Group 24 LLC. Rhapsody selected Heffler in part because of their experience with music industry cases. 25 The media proposal submitted by at least one other group was almost identical to the one 26 submitted by Heffler, thus underscoring the belief that this is the best notice practicable under the 27 circumstances. Moreover, the cost of the Heffler proposal was competitive, and leaves room for 28 adjustments should any be required as the process unfolds.

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1 I declare under penalty of perjury under the laws of the United States of America that the 2 foregoing is true and correct. Executed on February 15, 2019. 3 /s/ Patrick Burns Patrick Burns 4 ATTESTATION 5 In accordance with Civil Local Rule 5-1(i)(3), I attest that concurrence in the filing of this 6 document has been obtained from any other signatory to this document. 7 /s/ Jennifer A. Mauri 8

9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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SANFORD L. MICHELMAN (SBN 179702) 1 [email protected] MICHELMAN & ROBINSON, LLP 2 10880 Wilshire Blvd., 19th Floor Los Angeles, CA 90024 3 Telephone: (310) 564-2670 Facsimile: (310 564-2671 4 MONA Z. HANNA (SBN 131439) 5 [email protected] MICHELMAN & ROBINSON, LLP 6 17901 Van Karman Avenue, 10th Floor Irvine, CA 92614 7 Telephone: (714) 557-7990 Facsimile: (714) 557-7991 8 Attorneys for Plaintiffs DAVID LOWERY, 9 VICTOR KRUMMENACHER, GREG LISHER, And DAVID FARAGHER AND Proposed Class 10

11 DEFENSE

12 Attorneys for Defendants 13 UNITED STATES DISTRICT COURT 14 FOR THE NORTHERN DISTRICT OF CALIFORNIA 15 DAVID LOWERY, VICOTR, Case No. 4:16-cv-01135-JSW 16 KRUMMENACHER, GREG LISHER, and DAVID FARAGHER, individualally and on 17 behalf of themselves, and all others similarly situated, DECLARATION OF JEANNE C. 18 FINEGAN, APR CONCERNING CLASS Plaintiffs, MEMBER NOTIFICATION 19 v. 20 RHAPSODY INTERNATIONAL., 21 Defendants. 22

23 24 25 26 27

28 DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 1

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1 I, JEANNE C. FINEGAN declare as 2 3 follows: 4 INTRODUCTION 5 1. I am President and Chief Media Officer of HF Media, LLC, Inc. (“HF”) a division 6 of Heffler Claims Group LLC (“Heffler”). This Declaration is based upon my personal knowledge 7 as well as information provided to me by my associates and staff, including information reasonably 8 relied upon in the fields of advertising media and communications. 9 2. Heffler has been engaged by the parties to this litigation to develop and implement 10 a proposed legal notice program as part of the parties’ proposed class action settlement. This 11 proposed program is highly targeted and well-designed to reach Class Members by employing

12 best-in-class tools and technology. It applies the most current approach to notice by combining , top entertainent print publications, which combined, have a circlulation of 742,000 and over 13 17,00,000 online and social impressions with cross-device targeting, where online ads will be 14 served on desktop and mobile. Further, the parties plan to jointly issue a press release. 15 3. This Declaration describes my experience in designing and implementing notices 16 and notice programs, as well as my credentials to opine on the overall adequacy of the proposed 17 notice effort. This Declaration will also describe the proposed notice program and address why 18 this proposed program is consistent with other best practicable court-approved notice programs and the requirements of Fed. Civ. P. 23(c)(2)(B) and the Federal Judicial Center (“FJC”) 19 guidelines1 for Best Practicable Due Process notice. 20 4. We understand that the proposed class in this case consists of persons who are not 21 known and for whom no contact information exists. We believe the closest approximation of the 22 class and therefore our target audience is Entertainment and Arts Professions. The estimated reach 23 of the program we have designed is 70 percent of this target audience. We estimate that the 24 members of the target audience will have the opportunity to be exposed our notices, with an average frequency of 2.3 times. 25 26 27

1 Notice Checklist and Plain Language Guide (2010) (“Judges’ Class Action Notice and Claims Process Checklist and Plain 28 Language Guide”). DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 1

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QUALIFICATIONS 1 5. I have more than 30 years of relevant communications and advertising experience. 2 I am a member of the Board of Directors for the Alliance for Audited Media (“AAM”). I am the 3 only Notice Expert accredited in Public Relations (APR) by the Universal Accreditation Board, a 4 program administered by the Public Relations Society of America. Further, I have provided 5 testimony before Congress on issues of notice. I have lectured, published and been cited 6 extensively on various aspects of legal noticing, product recall, and crisis communications, and 7 have served the Consumer Product Safety Commission (CPSC) as an expert to determine ways in 8 which the CPSC can increase the effectiveness of its product recall campaigns. More recently, I have been extensively involved as a contributing author for “Guidelines and Best Practices 9 Implementing 2018 Amendments to Rule 23 Class Action Settlement Provisions” published by 10 Duke University School of Law. 11 6. I have served as an expert, with day-to-day operational responsibilities and direct 12 responsibilities for the design and implementation of hundreds of class action notice programs, 13 some of which are the largest and most complex programs ever implemented in both the United 14 States and Canada. My work includes a wide range of class actions and regulatory and consumer matters, the subject matters of which include product liability, construction defect, antitrust, 15 asbestos, medical, pharmaceutical, human rights, civil rights, telecommunications, media, 16 environmental, securities, banking, insurance and bankruptcy. Further, my colleagues have 17 worked on and overseen several entertainment and music industry cases in both the class 18 certification and settlement stages, most recently was the Ferrick v. Spotify USA Inc., USDC 19 SDNY No. 1:16-cv-8412 (AJN).

20 7. Additionally, I have been at the forefront of modern notice, including plain language as noted in a RAND study2, and importantly, I was the first Notice Expert to integrate 21 digital media and social media into court approved legal notice programs. My recent work 22 includes: 23 • Chapman v. Tristar Products, Case No. 1:16-cv-1114, JSG (N.D. Ohio 2018) 24 • Cook et. al v. Rockwell International Corp. and the Dow Chemical Co., No. 90-cv-00181- KLK (D.Colo. 2017). 25 • Warner v. Toyota Motor Sales, U.S.A. Inc., Case No 2:15-cv-02171-FMO 26 FFMx (C.D. Cal. 2017).

27 2 Deborah R. Hensler et al., CLASS ACTION DILEMMAS, PURSUING PUBLIC GOALS FOR PRIVATE GAIN. 28 RAND (2000). DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 2

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• Carter v Forjas Taurus S.S., Taurus International Manufacturing, Inc., Case 1 No. 1:13-CV-24583 PAS (S.D. Fla. 2016); 2 • In re: Blue Buffalo Marketing and Sales Practices Litigation, No. 14-md- 02562-RWS (E.D. Mo. 2016); and 3 • In re: TracFone Unlimited Service Plan Litigation, No. C-13-3440 EMC (N.D. 4 Cal. 2015). 8. As further reference, in evaluating the adequacy and effectiveness of my notice 5 programs, courts have repeatedly recognized my work as an expert. For example, in: 6 (a) Carter v Forjas Taurus S.S., Taurus International Manufacturing, Inc., Case No. 7 1:13-CV-24583 PAS (S.D. Fla. 2016). In her Final Order and Judgment Granting 8 Plaintiffs Motion for Final Approval of Class Action Settlement, the Honorable Patricia Seitz stated: 9 “The Court considered the extensive experience of Jeanne C. Finegan and the notice 10 program she developed. …There is no national firearms registry and Taurus sale records 11 do not provide names and addresses of the ultimate purchasers… Thus the form and method used for notifying Class Members of the terms of the Settlement was the best notice 12 practicable. …The court-approved notice plan used peer-accepted national research to identify the optimal traditional, online, mobile and social media platforms to reach the 13 Settlement Class Members.” 14 9. Additionally, in the January 20, 2016, Transcript of Class Notice Hearing, p. 5 15 Judge Seitz, gave accolades to my work, noting: 16 “I would like to compliment Ms. Finegan and her company because I was quite impressed with the scope and the effort of communicating with the Class.” 17 (b) In Re: Blue Buffalo Company, Ltd., Marketing and Sales Practices Litigation, Case 18 No. 4:14-MD-2562 RWS (E.D. Mo. 2015), (Hearing for Final Approval, May 19, 19 2016 transcript p. 49). During the Hearing for Final Approval, the Honorable Rodney Sippel said: 20 “It is my finding that notice was sufficiently provided to class members in the manner 21 directed in my preliminary approval order and that notice met all applicable requirements 22 of due process and any other applicable law and considerations.” 23 (c) In re: Skechers Toning Shoes Products Liability Litigation, No. 3:11-MD-2308- TBR (W.D. Ky. 2012). In his Final Order and Judgment granting the Motion for 24 Preliminary Approval of Settlement, the Honorable Thomas B. Russell stated: 25 “… The comprehensive nature of the class notice leaves little doubt that, upon receipt, 26 class members will be able to make an informed and intelligent decision about participating in the settlement.” 27 (d) Quinn v. Walgreen Co., Wal-Mart Stores Inc., 7:12 CV-8187-VB (NYSD) (Jt 28 Hearing for Final App, March. 5, 2015, transcript page 40-41). During the Hearing

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on Final Approval of Class Action, the Honorable Vincent L. Briccetti gave accolades 1 to my work, noting: 2 “The notice plan was the best practicable under the circumstances. … [and] the proof is 3 in the pudding. … So the notice has reached a lot of people and a lot of people have made claims.” 4 10. Additionally, I have published extensively on various aspects of legal noticing, 5 including the following publications and articles: 6

7 (a) Co-Author, Digital Ad Fraud, Impact on Class Action Settlements, SlideShare, October 8 2018. https://bit.ly/2SHqB5D. 9 (b) Author, “Creating a Class Notice Program that Satisfies Due Process” Law360 New York (February 13, 2018 12:58 PM ET). 10 (c) Author, “3 Considerations for Class Action Notice Brand Safety,” Law360 New York 11 (October 2, 2017 12:24 PM ET). 12 (d) Author, “What Would Class Action Reform Mean for Notice?” Law360, New York, (April 13 13, 2017 11:50 AM ET). 14 (e) Author, “Bots Can Silently Steal your Due Process Notice.” Wisconsin Law Journal, April 2017. 15 (f) Author, “Don’t Turn a Blind Eye to Bots. Ad Fraud and Bots are a Reality of the Digital 16 Environment.” LinkedIn article March 6, 2107. 17 (g) Co- Author, “Modern Notice Requirements Through the Lens of Eisen and Mullane” – 18 Bloomberg BNA Class Action Litigation Report. 17 CLASS 1077. (October 14, 2016). 19 (h) Author, “Think All Internet Impressions are the Same? Think Again” – Law360.com, New York (March 16, 2016). 20 (i) Author, “Why Class Members Should See An Online Ad More Than Once” – 21 Law360.com, New York (December 3, 2015). 22 (j) Author, ‘Being 'Media-Relevant' — What It Means And Why It Matters - Law360.com, 23 New York (September 11, 2013, 2:50 PM ET). 24 (k) Co-Author, “New Media Creates New Expectations for Bankruptcy Notice Programs,” ABI Journal, Vol. XXX, No 9, November 2011. 25 (l) Quoted Expert, “Effective Class Action Notice Promotes Access to Justice: Insight from a 26 New U.S. Federal Judicial Center Checklist,” Canadian Supreme Court Law Review, 27 (2011), 53 S.C.L.R. (2d).

28

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(m) Co-Author, with Hon. Dickran Tevrizian, “Expert Opinion: It’s More Than Just a 1 Report…Why Qualified Legal Experts Are Needed to Navigate the Changing Media 2 Landscape,” BNA Class Action Litigation Report, 12 CLASS 464, 5/27/11. 3 (n) Co-Author, with Hon. Dickran Tevrizian, “Your Insight: It’s More Than Just a Report…Why Qualified Legal Experts Are Needed to Navigate the Changing Media 4 Landscape, TXLR, Vol. 26, No. 21, 5/26/2011. 5 (o) Author, Five Key Considerations for a Successful International Notice Program, BNA 6 Class Action Litigation Report, 4/9/10 Vol. 11, No. 7 p. 343. 7 (p) Quoted: Technology Trends Pose Novel Notification Issues for Class Litigators, BNA Electronic Commerce and Law Report, 15, ECLR 109, 1/27/10. 8 (q) Author, Legal Notice: R U ready 2 adapt? BNA Class Action Litigation Report, Vol. 10, 9 No. 14, 7/24/2009, pp. 702-703. 10 (r) Author, On Demand Media Could Change the Future of Best Practicable Notice, BNA 11 Class Action Litigation Report, Vol. 9, No. 7, 4/11/2008, pp. 307-310.

12 (s) Quoted in, Warranty Conference: Globalization of Warranty and Legal Aspects of Extended Warranty, Warranty Week, February 28, 2007, available at 13 www.warrantyweek.com/archive/ww20070228.html. 14 (t) Co-Author, Approaches to Notice in State Court Class Actions, For The Defense, Vol. 45, 15 No. 11, November, 2003. 16 (u) Author, The Web Offers Near, Real-Time Cost Efficient Notice, American Bankruptcy Institute Journal, Vol. XXII, No. 5, 2003. 17 (v) Author, Determining Adequate Notice in Rule 23 Actions, For The Defense, Vol. 44, No. 18 9, September, 2002. 19 (w) Co-Author, The Electronic Nature of Legal Noticing, American Bankruptcy Institute 20 Journal, Vol. XXI, No. 3, April, 2002. 21 (x) Author, Three Important Mantras for CEO’s and Risk Managers in 2002, International Risk Management Institute, irmi.com/, January, 2002. 22 (y) Co-Author, Used the Bat Signal Lately, The National Law Journal, Special Litigation 23 Section, February 19, 2001. 24 (z) Author, How Much is Enough Notice, Dispute Resolution Alert, Vol. 1, No. 6, March, 25 2001. 26 (aa) Author, High-Profile Product Recalls Need More Than the Bat Signal, International Risk Management Institute, irmi.com/, July 2001. 27 (bb) Author, The Great Debate - How Much is Enough Legal Notice? American Bar 28 Association -- Class Actions and Derivatives Suits Newsletter, Winter 1999. DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 5

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(cc) Author, What are the best practicable methods to give notice? Georgetown University Law 1 Center Mass Tort Litigation Institute, CLE White Paper: Dispelling the communications 2 myth -- A notice disseminated is a notice communicated, November 1, 2001. 3 11. In addition, I have lectured or presented extensively on various aspects of legal 4 noticing. A sample list includes the following: a) Webinar Rule 23 Changes: Are You Ready for the Digital Wild, Wild West?” CLE 5 broadcast October 23, 2018. 6 b) American Bar Association Faculty Panelist, 4th Annual Western Regional CLE Class 7 Actions: “Big Brother, Information Privacy, and Class Actions: How Big Data and Social Media are Changing the Class Action Landscape,” San Francisco, CA, June, 2017. 8 c) Miami Law Class Action & Complex Litigation Forum, Faculty Panelist, “Settlement and 9 Resolution of Class Actions.” Miami. FL, December 2, 2016. 10 d) The Knowledge Group, Faculty Panelist, “Class Action Settlements: Hot Topics 2016 and Beyond,” Live Webcast, www.theknowledgegroup.org/, October 2016. 11 e) BA National Symposium, Faculty Panelist, “Ethical Considerations in Settling Class 12 Actions,” New Orleans, LA March 2016. 13 f) SF Banking Attorney Association, Speaker, “How a Class Action Notice can Make or 14 Break your Client’s Settlement,” San Francisco, CA May 2015. 15 g) Perrin Class Action Conference, Faculty Panelist, “Being Media Relevant, What it Means and Why It Maters – The Social Media Evolution: Trends Challenges and Opportunities,” 16 Chicago, IL May 2015 17 h) Bridgeport Continuing Ed. Faculty Panelist, “Media Relevant in the Class Notice 18 Context,” April 2014. 19 i) CASD 5th Annual Speaker, “The Impact of Social Media on Class Action Notice.” Consumer Attorneys of San Diego Class Action Symposium, San Diego, California, 20 September 2012. 21 i) Law Seminars International, Speaker, “Class Action Notice: Rules and Statutes 22 Governing FRCP (b)(3) Best Practicable… What constitutes a best practicable notice? What practitioners and courts should expect in the new era of online and social media.” 23 Chicago, IL, October 2011. 24 (j) CLE International, Faculty Panelist, Building a Workable Settlement Structure, CLE 25 International, San Francisco, California May, 2011. 26 (k) Consumer Attorneys of San Diego (CASD), Faculty Panelist, “21st Century Class Notice and Outreach,” 2nd Annual Class Action Symposium CASD Symposium, San Diego, 27 California, October 2010. 28

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(l) Consumer Attorneys of San Diego (CASD), Faculty Panelist, “The Future of Notice,” 1 2nd Annual Class Action Symposium CASD Symposium, San Diego, California, October 2 2009. 3 (m) American Bar Association, Speaker, 2008 Annual Meeting, “Practical Advice for Class Action Settlements: The Future of Notice In the United States and Internationally – 4 Meeting the Best Practicable Standard.” 5 (n) American Bar Association, Section of Business Law Business and Corporate Litigation 6 Committee – Class and Derivative Actions Subcommittee, New York, NY, August 2008. 7 (o) Faculty Panelist, Women Lawyers Association of Los Angeles (WLALA) CLE Presentation, “The Anatomy of a Class Action.” Los Angeles, CA, February 2008. 8 (p) Faculty Panelist, Practicing Law Institute (PLI) CLE Presentation, 11th Annual Consumer 9 Financial Services Litigation. Presentation: Class Action Settlement Structures -- 10 “Evolving Notice Standards in the Internet Age.” New York/Boston (simulcast) March, 2006; Chicago, April, 2006; and San Francisco, May 2006. 11 (q) Expert Panelist, U.S. Consumer Product Safety Commission. I was the only legal notice 12 expert invited to participate as an expert to the Consumer Product Safety Commission to 13 discuss ways in which the CPSC could enhance and measure the recall process. As an expert panelist, I discussed how the CPSC could better motivate consumers to take action 14 on recalls and how companies could scientifically measure and defend their outreach 15 efforts. Bethesda, MD, September 2003. 16 (r.) Expert Speaker, American Bar Association. Presentation: “How to Bullet-Proof Notice Programs and What Communication Barriers Present Due Process Concerns in Legal 17 Notice,” ABA Litigation Section Committee on Class Actions & Derivative Suits, 18 Chicago, August 6, 2001. 19 12. A comprehensive description of my credentials and experience that qualify me to provide expert opinions on the adequacy of class action notice programs is attached as Exhibit A. 20

21 NOTICE PROGRAM SUMMARY

22 13. The proposed notice program for this settlement is designed to inform Class 23 Members of the proposed class action settlement between Plaintiffs and the Defendant as described 24 in the Settlement Agreement, Section 9. The Complaint in this action defines the proposed class as United States residents. Compl., ¶ . The Settlement Agreement further defines the settlement 25 class as: 26 Owners of mechanical distribution and/or reproduction rights in Qualifying 27 Registerd Works and Qualifying Unregistered Works that were made 28 available or played on the Rhapsody music service in the United States

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during the period from March 7, 2013 until the filing of the Preliminary 1 Approval Motion. 2

3 14. The proposed notice program includes the following components: 4 • CAFA Notice to appropriate state and federal government officials; 5 • Print publication in three (3) nationally circulated entertainment and music 6 magazines targeted to reach class members; 7 • Online display banner advertising specifically targeted to reach Class Members; 8 • Keyword Search targeting Class Members; 9 • A press release across PR Newswire's US1 Newslines (issued jointly by the 10 parties); • Social media through Facebook, Instagram and Twitter; 11 • An informational website will be established on which the notices and other 12 important Court documents will be posted; and 13 • A toll-free information line will be established by which Class Members can call 24/7 for more information about the Settlement, including, but not limited 14 to, requesting copies of the Long Form Notice or Claim Form.

15 CAFA NOTICE 16 15. Heffler will provide notice of the proposed Settlement under CAFA 28 U.S.C. 17 §1715(b) to appropriate state and federal government officials. Upon completion of the notice 18 program, a detailed report of the mailing will be provided to this Court. 19 METHODOLOGY FOR PUBLICATION/INTERNET NOTICE 20 16. To appropriately design and target the publication component of the notice 21 program, HF Media utilized a methodology accepted by the advertising industry and embraced by 22 courts in the United States. 23 17. Accordingly, we are guided by well-established principles of communication and 24 utilize best-in-class nationally syndicated media research data provided by GfK Mediamark Research and Intelligence, LLC,3 (“MRI”) and online measurement currency comScore4, among 25 26 3 GfK MRI's Survey of the American Consumer® (“MRI”) is the industry standard for magazine audience ratings in 27 the U.S. and is used in the majority of media and marketing agencies in the country. MRI provides comprehensive reports on demographic, lifestyle, product usage and media exposure. 4 comScore is a global Internet information provider on which leading companies and advertising agencies rely for 28 consumer behavior insight and Internet usage data. DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 8

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others, to provide media consumption habits and audience delivery verification of the potentially 1 affected population. Based on this research, our cutting-edge approach to notice focuses on the 2 quality of media exposure, engagement, and appropriate media environment. 3 18. These data resources are used by advertising agencies nationwide as the basis to 4 select the most appropriate media to reach specific target audiences. The resulting key findings are 5 instrumental in our selection of media channels and outlets for determining the estimated net 6 audience reached through this legal notice program. Specifically, this research identifies which media channels are favored by the target audience (i.e., the Class Members). For instance, 7 browsing behaviors on the Internet, social media channels that are used, and which magazines 8 Class Members are reading. 9 19. For this program, HF Media employs the best-in-class tools and technology in order 10 to appropriately target Class Members and appropriately measure and validate audience delivery 11 using Media Ratings Counsel accepted third-party validation of media. By utilizing these media

12 research tools, we can create target audience characteristics or segments, and then select the most appropriate media and communication methods to best reach them. 13 20. This media research technology allows us to fuse data and accurately report to the 14 Court the percentage of the target audience that will be reached by the notice component and how 15 many times the target audience had the opportunity to see the message. In advertising, this is 16 commonly referred to as a “Reach and Frequency” analysis, where “Reach” refers to the estimated 17 percentage of the unduplicated audience exposed to the campaign, and “Frequency” refers to how 18 many times, on average, the target audience had the opportunity to see the message. The 19 calculations are used by advertising and communications firms worldwide and have become a critical element to help provide the basis for determining adequacy of notice in class actions. 20 21. Additionally, we are the first notice experts to actively monitor, mitigate and cull 21 non-human (ad fraud bot traffic) from digital notice programs5. Consistent with our recent 22 successfully implemented court approved notice programs for Landes v. Sony Mobile 23 Communications Case No. 2:17-cv-2264-JFB-SL (E.D.N.Y.), and N.P. v Standard Innovation 24 Corp., Case No. 1:16-cv-8655 (N.D. Ill.), we will take active steps on multiple levels to monitor, 25 mitigate, block and adjust for this type of traffic. This non-human traffic will be identified and culled from our final reach calculations reported to the court. 26

27 5 Finegan, “Creating a Class Notice Program that Satisfies Due Process” Law360, New York, (February 13, 2018 12:58 PM ET). Also see: CLE Webinar: “Rule 23 Changes, Are you Ready for the Digital Wild, Wild West?” 28 https://bit.ly/2PfuGvJ DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 9

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MAGAZINES 1 22. Based on the key insight data from MRI summarized above, the magazines below 2 were selected based on the highest coverage and index6 against the target audience characteristics. 3 23. Rolling Stone is a monthly magazine with a circulation of 650,000 with more than 4 5,226,000 readers7. The summary notice will be published once as half-page, black and white ad. 5 24. Billboard Magazine is published 46 times per year with a circulation of 17,000. 6 The summary notice will be published once as half-page, black and white ad. 7 25. Music Connection is a monthly magazine with a circulation of 75,000. The 8 summary notice will be published once as half-page, black and white ad.

9 10 PUBLICATION ELEMENTS – ONLINE DISPLAY AND SOCIAL MEDIA

11 26. This campaign will employ a programmatic approach across multi-channel and 12 inventory sources including a collection of premium quality partner web properties targeting those 13 who work in the arts and entertainment industry. Over 17,00,000 online display ads will be served to this target group across a whitelist8 of pre-vetted websites, multiple exchanges, and the social 14 media platforms Facebook, Instagram and Twitter. 15 Online White List 16 27. The online white list sites may include Billboardbiz, AmericanSongWriter, 17 MusicBusiness Worldwide, RollingStone, Variety, Pichfork and HitsDa[ilyDouble among others. 18 Key Word Search Terms 19 28. Keyword search targeting will be employed to show advertisements to users in their Google search results. A list of search topics including those related to the settlement include 20 Rhapsody Settlement, Rhapsody lawsuit, and Rhapsody copyright infringement. We also intend 21 to use pixel retargeting to provide additional reminders for those who have visited the website but 22 did not complete a claim form. 23

24 6 Index is a media metric that describes a target audience’s inclination to use a given outlet. An index over 100 suggests a target population’s inclination to use a medium to a greater degree than the rest of the population. For example, an 25 index of 157 would mean that the target is 57 percent more likely than the rest of the population to use a medium. 7 Magazines report pass-along factors. These are individuals in addition to the subscriber that read a given title. 26 Each magazine has specific pass-along factor. Rolling Stone reports a pass along of 8.04. MRI does not report readers for Billboard or Music Connection. 27 8 A Whitelist is a custom list of acceptable websites where ad content may be served. Creating a whitelist helps to mitigate ad fraud, ensure ads will be served in relevant digital environments to the target audience and helps to 28 ensure that ads will not appear next to offensive or objectionable content. DECLARATION OF JEANNE C. FINEGAN, APR CASE NO. 5:17-CV-00564-NC 10

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SOCIAL MEDIA: FACEBOOK AND INSTAGRAM AND TWITTER 1 29. The notice program will also target people who listed their job title as Musician, 2 Music Producer, and similar. Specifically, the program will targete people who have liked or 3 followed industry pages such as: 4 Rolling Stone Facebook……….. 5.2M like this 5 American Songwriter Facebook...84k like this 6 Variety Facebook………………. 1.2M like this. 7 30. Additionally, on Twitter, The Notice program will target people who follow @billboardbiz, @Variety, @pitchfork, @AmerSongwriter, and similar or have used the hashag 8 #musician, #songwriter, #musicproducer & more. 9 31. The social media campaign will include retargeting to users who visit the 10 Settlement website. 11 PRESS RELEASE 12 32. The Parties have agreed to jointly issue a presss release, which will be released over 13 PR Newswire's US1 Newslines. PR Newswire delivers to thousands of print and broadcast 14 newsrooms nationwide, as well as websites, databases and online services including featured 15 placement in news sections of leading portals. 16 MEDIA MONITORING 17 33. HF Media intends to monitor various media channels for subsequent news articles 18 and various social mentions as a result of the press release efforts. A complete report on the results 19 will be filed with the Court upon completion of the notice program. 20 21 OFFICIAL SETTLEMENT WEBSITE 22 34. An informational website will be established and maintained by Heffler. All of the 23 aforementioned methods of notice will direct Class Members to this website. The website will serve as a “landing page for the banner advertising,” where Class Members may get information 24 about the Settlement and obtain and/or submit a Claim Form, along with other information which 25 includes information about the class action, their rights, the Long Form Notice, answers to 26 frequently asked questions, contact information that includes the address for the Claim 27 Administrator and addresses and telephone numbers for Plaintiffs’ Counsel, a downloadable and 28 online version of the Claim Form, a downloadable and online version of the form by which

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Settlement Class Members may exclude themselves from the Settlement Class; and related 1 information, including the Settlement Agreement, Court Orders, and Plaintiff’s Motion for 2 Approval of Fees, Expenses, and Class Representative Payments. 3 TOLL FREE INFORMATION LINE 4 5 35. Additionally, Heffler will establish and maintain a 24-hour toll-free Interactive Voice Response (“IVR”) telephone line, where callers may obtain information about the class 6 action, including, but not limited to, requesting copies of the Long Form Notice or Claim Form. 7

8 NOTICE FORM AND CONTENT 9 36. Attached as Exhibit B is a copy of the Long Form Notice. 10 37. Attached as Exhibit C is a copy of the Publication Notice. 11 38. Attached as Exhibit D are the online banner ads. 39. Attached as Exhibit E is a copy of the Claim Form. 12 40. The Notices effectively communicate information about the Settlement. Rule 13 23(c)(2) of the Federal Rules of Civil Procedure requires class action notices to be written in “plain, 14 easily understood language.” HF Media applies the plain language requirement in drafting notices 15 in federal and state class actions. 16 41. The Long Form Notice will be available on the website. The Long Form Notice 17 provides substantial information, including all specific instructions Class Members need to follow 18 to properly exercise their rights, and background on the issues in the case. It is designed to encourage readership and understanding in a well-organized and reader-friendly format. 19

20 CONCLUSION

21 42. In my opinion, the outreach efforts described above reflect a particularly 22 appropriate, highly targeted, and contemporary way to employ notice to this class. Through a 23 multi-media channel approach to notice, which employs direct outreach, print, digital, and social and mobile media, an estimated 70 percent of targeted Class Members, Nationwide approximately 24 3 times. In my opinion, the efforts to be used in this proposed notice program are of the highest 25 modern communication standards, are reasonably calculated to provide notice, and are consistent 26 with best practicable court-approved notice programs in similar matters and the Federal Judicial 27 Center’s guidelines concerning appropriate reach. 28

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1 I declare under the penalty of perjury, under the laws of the United States of America, that the 2 foregoing is true and correct. Executed on February 15, 2019 in Tigard, Oregon. 3 4 ______5

6 7 8 9 10 11

12 13 14 15 16 17 18 19

20 21 22 23 24 25 26 27

28

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Exhibit A Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 16 of 63

JEANNE C. FINEGAN, APR BIOGRAPHY

Jeanne Finegan, APR, is President and Chief Media Officer of HF Media, LLC, a division of Heffler Claims Group. She is a member of the Board of Directors for the prestigious Alliance for Audited Media (“AAM “), and was named by Diversity Journal as one of the “Top 100 Women Worth Watching.” She is a distinguished legal notice and communications expert with more than 30 years of communications and advertising experience.

During her tenure, she has planned and implemented over 1,000 high- profile, complex legal notice communication programs. She is a recognized notice expert in both the United States and in Canada, with extensive international notice experience spanning more than 170 countries and over 40 languages.

Ms. Finegan has lectured, published and has been cited extensively on various aspects of legal noticing, product recall and crisis communications. She has served the Consumer Product Safety Commission (CPSC) as an expert to determine ways in which the Commission can increase the effectiveness of its product recall campaigns. Further, she has planned and implemented large-scale government enforcement notice programs for the Federal Trade Commission (FTC) and the Securities and Exchange Commission (SEC). She was a lead contributing author for Duke University's School of Law, "Guidelines and Best Practices Implementing 2018 Amendments to Rule 23 Class Action Settlement Provisions." Further, she has worked with the Special Settlement Administrator’s team to assist with the outreach strategy for the historic Auto Airbag Settlement, In re: Takata Airbag Products Liability Litigation MDL 2599.

Ms. Finegan is accredited in Public Relations (APR) by the Universal Accreditation Board, which is a program administered by the Public Relations Society of America (PRSA), and is also a recognized member of the Canadian Public Relations Society (CPRS). She has served on examination panels for APR candidates and worked pro bono as a judge for prestigious PRSA awards.

Ms. Finegan has provided expert testimony before Congress on issues of notice, and expert testimony in both state and federal courts regarding notification campaigns. She has conducted numerous media audits of proposed notice programs to assess the adequacy of those programs under Fed R. Civ. P. 23(c)(2) and similar state class action statutes.

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She was an early pioneer of plain language in notice (as noted in a RAND study,1) and continues to set the standard for modern outreach as the first notice expert to integrate social and mobile media into court approved legal notice programs.

In the course of her class action experience, courts have recognized the merits of, and admitted expert testimony based on, her scientific evaluation of the effectiveness of notice plans. She has designed legal notices for a wide range of class actions and consumer matters that include product liability, construction defect, antitrust, medical/pharmaceutical, human rights, civil rights, telecommunication, media, environment, government enforcement actions, securities, banking, insurance, mass tort, restructuring and product recall.

JUDICIAL COMMENTS AND LEGAL NOTICE CASES

In evaluating the adequacy and effectiveness of Ms. Finegan’s notice campaigns, courts have repeatedly recognized her excellent work. The following excerpts provide some examples of such judicial approval.

Carter v Forjas Taurus S.S., Taurus International Manufacturing, Inc., Case No. 1:13-CV-24583 PAS (S.D. Fl. 2016). In her Final Order and Judgment Granting Plaintiffs Motion for Final Approval of Class Action Settlement, the Honorable Patricia Seitz stated:

The Court considered the extensive experience of Jeanne C. Finegan and the notice program she developed. …There is no national firearms registry and Taurus sale records do not provide names and addresses of the ultimate purchasers… Thus the form and method used for notifying Class Members of the terms of the Settlement was the best notice practicable. …The court-approved notice plan used peer-accepted national research to identify the optimal traditional, online, mobile and social media platforms to reach the Settlement Class Members.

Additionally, in January 20, 2016, Transcript of Class Notice Hearing, p. 5 Judge Seitz, noted:

I would like to compliment Ms. Finegan and her company because I was quite impressed with the scope and the effort of communicating with the Class.

Cook et. al v. Rockwell International Corp. and the Dow Chemical Co., No. 90-cv-00181- KLK (D.Colo. 2017)., aka, Rocky Flats Nuclear Weapons Plant Contamination. In the Order Granting Final Approval, dated April 28, 2017, p.3, the Honorable John L. Kane said:

The Court-approved Notice Plan, which was successfully implemented by

1 Deborah R. Hensler et al., CLASS ACTION DILEMAS, PURSUING PUBLIC GOALS FOR PRIVATE GAIN. RAND (2000).

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[HF Media- emphasis added] (see Doc. 2432), constituted the best notice practicable under the circumstances. In making this determination, the Court finds that the Notice Plan that was implemented, as set forth in Declaration of Jeanne C. Finegan, APR Concerning Implementation and Adequacy of Class Member Notification (Doc. 2432), provided for individual notice to all members of the Class whose identities and addresses were identified through reasonable efforts, … and a comprehensive national publication notice program that included, inter alia, print, television, radio and internet banner advertisements. …Pursuant to, and in accordance with, Rule 23 of the Federal Rules of Civil Procedure, the Court finds that the Notice Plan provided the best notice practicable to the Class.

In re: Domestic Drywall Antitrust Litigation, MDL. No. 2437, in the U.S. District Court for the Eastern District of Pennsylvania. For each of the four settlements, Finegan implemented and extensive outreach effort including traditional, online, social, mobile and advanced television and online video. In the Order Granting Preliminary Approval to the IPP Settlement, Judge Michael M. Baylson stated:

“The Court finds that the dissemination of the Notice and summary Notice constitutes the best notice practicable under the circumstances; is valid, due, and sufficient notice to all persons… and complies fully with the requirements of the Federal rule of Civil Procedure.”

Warner v. Toyota Motor Sales, U.S.A. Inc., Case No 2:15-cv-02171-FMO FFMx (C.D. Cal. 2017). In the Order Re: Final Approval of Class Action Settlement; Approval of Attorney’s Fees, Costs & Service Awards, dated May 21, 2017, the Honorable Fernando M. Olguin stated:

Finegan, the court-appointed settlement notice administrator, has implemented the multiprong notice program. …the court finds that the class notice and the notice process fairly and adequately informed the class members of the nature of the action, the terms of the proposed settlement, the effect of the action and release of claims, the class members’ right to exclude themselves from the action, and their right to object to the proposed settlement. (See Dkt. 98, PAO at 25-28).

Michael Allagas, et al., v. BP Solar International, Inc., et al., BP Solar Panel Settlement, Case No. 3:14-cv-00560- SI (N.D. Cal., San Francisco Div. 2016). In the Order Granting Final Approval, Dated December 22, 2016, The Honorable Susan Illston stated:

Class Notice was reasonable and constituted due, adequate and sufficient notice to all persons entitled to be provided with notice; and d. fully satisfied the requirements of the Federal Rules of Civil Procedure, including Fed. R. Civ. P. 23(c)(2) and (e), the United States Constitution (including the Due Process Clause), the Rules of this Court, and any other applicable law.

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Foster v. L-3 Communications EOTech, Inc. et al (6:15-cv-03519), Missouri Western District Court. In the Court’s Final Order, dated July 7, 2017, The Honorable Judge Brian Wimes stated: “The Court has determined that the Notice given to the Settlement Class fully and accurately informed members of the Settlement Class of all material elements of the Settlement and constituted the best notice practicable.”

In re: Skechers Toning Shoes Products Liability Litigation, No. 3:11-MD-2308-TBR (W.D. Ky. 2012). In his Final Order and Judgment granting the Motion for Preliminary Approval of Settlement, the Honorable Thomas B. Russell stated:

… The comprehensive nature of the class notice leaves little doubt that, upon receipt, class members will be able to make an informed and intelligent decision about participating in the settlement.

Brody v. Merck & Co., Inc., et al, No. 3:12-cv-04774-PGS-DEA (N.J.) (Jt Hearing for Prelim App, Sept. 27, 2012, transcript page 34). During the Hearing on Joint Application for Preliminary Approval of Class Action, the Honorable Peter G. Sheridan acknowledged Ms. Finegan’s work, noting:

Ms. Finegan did a great job in testifying as to what the class administrator will do. So, I'm certain that all the class members or as many that can be found, will be given some very adequate notice in which they can perfect their claim.

Quinn v. Walgreen Co., Wal-Mart Stores Inc., 7:12 CV-8187-VB (NYSD) (Jt Hearing for Final App, March. 5, 2015, transcript page 40-41). During the Hearing on Final Approval of Class Action, the Honorable Vincent L. Briccetti stated:

"The notice plan was the best practicable under the circumstances. … [and] “the proof is in the pudding. This settlement has resulted in more than 45,000 claims which is 10,000 more than the Pearson case and more than 40,000 more than in a glucosamine case pending in the Southern District of California I've been advised about. So the notice has reached a lot of people and a lot of people have made claims.”

In Re: TracFone Unlimited Service Plan Litigation, No. C-13-3440 EMC (ND Ca). In the Final Order and Judgment Granting Class Settlement, July 2, 2015, the Honorable Edward M. Chen noted: “…[D]epending on the extent of the overlap between those class members who will automatically receive a payment and those who filed claims, the total claims rate is estimated to be approximately 25-30%. This is an excellent result...

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In Re: Blue Buffalo Company, Ltd., Marketing and Sales Practices Litigation, Case No. 4:14- MD-2562 RWS (E.D. Mo. 2015), (Hearing for Final Approval, May 19, 2016 transcript p. 49). During the Hearing for Final Approval, the Honorable Rodney Sippel said:

It is my finding that notice was sufficiently provided to class members in the manner directed in my preliminary approval order and that notice met all applicable requirements of due process and any other applicable law and considerations.

DeHoyos, et al. v. Allstate Ins. Co., No. SA-01-CA-1010 (W.D.Tx. 2001). In the Amended Final Order and Judgment Approving Class Action Settlement, the Honorable Fred Biery stated:

[T]he undisputed evidence shows the notice program in this case was developed and implemented by a nationally recognized expert in class action notice programs. … This program was vigorous and specifically structured to reach the African-American and Hispanic class members. Additionally, the program was based on a scientific methodology which is used throughout the advertising industry and which has been routinely embraced routinely [sic] by the Courts. Specifically, in order to reach the identified targets directly and efficiently, the notice program utilized a multi-layered approach which included national magazines; magazines specifically appropriate to the targeted audiences; and newspapers in both English and Spanish.

In re: Reebok Easytone Litigation, No. 10-CV-11977 (D. MA. 2011). The Honorable F. Dennis Saylor IV stated in the Final Approval Order:

The Court finds that the dissemination of the Class Notice, the publication of the Summary Settlement Notice, the establishment of a website containing settlement- related materials, the establishment of a toll-free telephone number, and all other notice methods set forth in the Settlement Agreement and [Ms. Finegan’s] Declaration and the notice dissemination methodology implemented pursuant to the Settlement Agreement and this Court’s Preliminary Approval Order… constituted the best practicable notice to Class Members under the circumstances of the Actions.

Bezdek v. Vibram USA and Vibram FiveFingers LLC, No 12-10513 (D. MA) The Honorable Douglas P. Woodlock stated in the Final Memorandum and Order: …[O]n independent review I find that the notice program was robust, particularly in its online presence, and implemented as directed in my Order authorizing notice. …I find that notice was given to the Settlement class members by the best means “practicable under the circumstances.” Fed.R.Civ.P. 23(c)(2).

Gemelas v. The Dannon Company Inc., No. 08-cv-00236-DAP (N.D. Ohio). In granting final approval for the settlement, the Honorable Dan A. Polster stated:

In accordance with the Court's Preliminary Approval Order and the Court-approved notice program, [Ms. Finegan] caused the Class Notice to be distributed on a

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nationwide basis in magazines and newspapers (with circulation numbers exceeding 81 million) specifically chosen to reach Class Members. … The distribution of Class Notice constituted the best notice practicable under the circumstances, and fully satisfied the requirements of Federal Rule of Civil Procedure 23, the requirements of due process, 28 U.S.C. 1715, and any other applicable law.

Pashmova v. New Balance Athletic Shoes, Inc., 1:11-cv-10001-LTS (D. Mass.). The Honorable Leo T. Sorokin stated in the Final Approval Order:

The Class Notice, the Summary Settlement Notice, the web site, and all other notices in the Settlement Agreement and the Declaration of [Ms Finegan], and the notice methodology implemented pursuant to the Settlement Agreement: (a) constituted the best practicable notice under the circumstances; (b) constituted notice that was reasonably calculated to apprise Class Members of the pendency of the Actions, the terms of the Settlement and their rights under the settlement … met all applicable requirements of law, including, but not limited to, the Federal Rules of Civil Procedure, 28 U.S.C. § 1715, and the Due Process Clause(s) of the United States Constitution, as well as complied with the Federal Judicial Center’s illustrative class action notices.

Hartless v. Clorox Company, No. 06-CV-2705 (CAB) (S.D.Cal.). In the Final Order Approving Settlement, the Honorable Cathy N. Bencivengo found:

The Class Notice advised Class members of the terms of the settlement; the Final Approval Hearing and their right to appear at such hearing; their rights to remain in or opt out of the Class and to object to the settlement; the procedures for exercising such rights; and the binding effect of this Judgment, whether favorable or unfavorable, to the Class. The distribution of the notice to the Class constituted the best notice practicable under the circumstances, and fully satisfied the requirements of Federal Rule of Civil Procedure 23, the requirements of due process, 28 U.S.C. §1715, and any other applicable law.

McDonough et al v. Toys 'R' Us et al, No. 09:-cv-06151-AB (E.D. Pa.). In the Final Order and Judgment Approving Settlement, the Honorable Anita Brody stated:

The Court finds that the Notice provided constituted the best notice practicable under the circumstances and constituted valid, due and sufficient notice to all persons entitled thereto.

In re: Pre-Filled Propane Tank Marketing & Sales Practices Litigation, No. 4:09-md-02086-GAF (W.D. Mo.) In granting final approval to the settlement, the Honorable Gary A. Fenner stated:

The notice program included individual notice to class members who could be identified by Ferrellgas, publication notices, and notices affixed to Blue Rhino propane tank cylinders sold by Ferrellgas through various retailers. ... The Court finds the notice

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program fully complied with Federal Rule of Civil Procedure 23 and the requirements of due process and provided to the Class the best notice practicable under the circumstances.

Stern v. AT&T Mobility Wireless, No. 09-cv-1112 CAS-AGR (C.D.Cal. 2009). In the Final Approval Order, the Honorable Christina A. Snyder stated:

[T]he Court finds that the Parties have fully and adequately effectuated the Notice Plan, as required by the Preliminary Approval Order, and, in fact, have achieved better results than anticipated or required by the Preliminary Approval Order.

In re: Processed Egg Prods. Antitrust Litig., MDL No. 08-md-02002 (E.D.P.A.). In the Order Granting Final Approval of Settlement, Judge Gene E.K. Pratter stated:

The Notice appropriately detailed the nature of the action, the Class claims, the definition of the Class and Subclasses, the terms of the proposed settlement agreement, and the class members’ right to object or request exclusion from the settlement and the timing and manner for doing so.… Accordingly, the Court determines that the notice provided to the putative Class Members constitutes adequate notice in satisfaction of the demands of Rule 23.

In re Polyurethane Foam Antitrust Litigation, 10- MD-2196 (N.D. OH). In the Order Granting Final Approval of Voluntary Dismissal and Settlement of Defendant Domfoam and Others, the Honorable Jack Zouhary stated:

The notice program included individual notice to members of the Class who could be identified through reasonable effort, as well as extensive publication of a summary notice. The Notice constituted the most effective and best notice practicable under the circumstances of the Settlement Agreements, and constituted due and sufficient notice for all other purposes to all persons and entities entitled to receive notice.

Rojas v Career Education Corporation, No. 10-cv-05260 (N.D.E.D. IL) In the Final Approval Order dated October 25, 2012, the Honorable Virgina M. Kendall stated:

The Court Approved notice to the Settlement Class as the best notice practicable under the circumstance including individual notice via U.S. Mail and by email to the class members whose addresses were obtained from each Class Member’s wireless carrier or from a commercially reasonable reverse cell phone number look-up service, nationwide magazine publication, website publication, targeted on-line advertising, and a press release. Notice has been successfully implemented and satisfies the requirements of the Federal Rule of Civil Procedure 23 and Due Process.

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Golloher v Todd Christopher International, Inc. DBA Vogue International (Organix), No. C 1206002 N.D CA. In the Final Order and Judgment Approving Settlement, the Honorable Richard Seeborg stated:

The distribution of the notice to the Class constituted the best notice practicable under the circumstances, and fully satisfied the requirements of Federal Rule of Civil Procedure 23, the requirements of due process, 28 U.S.C. §1715, and any other applicable law.

Stefanyshyn v. Consolidated Industries, No. 79 D 01-9712-CT-59 (Tippecanoe County Sup. Ct., Ind.). In the Order Granting Final Approval of Settlement, Judge Randy Williams stated:

The long and short form notices provided a neutral, informative, and clear explanation of the Settlement. … The proposed notice program was properly designed, recommended, and implemented … and constitutes the “best practicable” notice of the proposed Settlement. The form and content of the notice program satisfied all applicable legal requirements. … The comprehensive class notice educated Settlement Class members about the defects in Consolidated furnaces and warned them that the continued use of their furnaces created a risk of fire and/or carbon monoxide. This alone provided substantial value.

McGee v. Continental Tire North America, Inc. et al, No. 06-6234-(GEB) (D.N.J.).

The Class Notice, the Summary Settlement Notice, the web site, the toll-free telephone number, and all other notices in the Agreement, and the notice methodology implemented pursuant to the Agreement: (a) constituted the best practicable notice under the circumstances; (b) constituted notice that was reasonably calculated to apprise Class Members of the pendency of the Action, the terms of the settlement and their rights under the settlement, including, but not limited to, their right to object to or exclude themselves from the proposed settlement and to appear at the Fairness Hearing; (c) were reasonable and constituted due, adequate and sufficient notice to all persons entitled to receive notification; and (d) met all applicable requirements of law, including, but not limited to, the Federal Rules of Civil Procedure, 20 U.S.C. Sec. 1715, and the Due Process Clause(s) of the United States Constitution, as well as complied with the Federal Judicial Center’s illustrative class action notices,

Varacallo, et al. v. Massachusetts Mutual Life Insurance Company, et al., No. 04-2702 (JLL) (D.N.J.). The Court stated that:

[A]ll of the notices are written in simple terminology, are readily understandable by Class Members, and comply with the Federal Judicial Center's illustrative class action notices. … By working with a nationally syndicated media research firm, [Finegan’s firm] was able to define a target audience for the MassMutual Class Members, which

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provided a valid basis for determining the magazine and newspaper preferences of the Class Members. (Preliminary Approval Order at p. 9). . . . The Court agrees with Class Counsel that this was more than adequate. (Id. at § 5.2).

In re: Nortel Network Corp., Sec. Litig., No. 01-CV-1855 (RMB) Master File No. 05 MD 1659 (LAP) (S.D.N.Y.). Ms. Finegan designed and implemented the extensive United States and Canadian notice programs in this case. The Canadian program was published in both French and English, and targeted virtually all investors of stock in Canada. See www.nortelsecuritieslitigation.com. Of the U.S. notice program, the Honorable Loretta A. Preska stated:

The form and method of notifying the U.S. Global Class of the pendency of the action as a class action and of the terms and conditions of the proposed Settlement … constituted the best notice practicable under the circumstances, and constituted due and sufficient notice to all persons and entities entitled thereto.

Regarding the B.C. Canadian Notice effort: Jeffrey v. Nortel Networks, [2007] BCSC 69 at para. 50, the Honourable Mr. Justice Groberman said:

The efforts to give notice to potential class members in this case have been thorough. There has been a broad media campaign to publicize the proposed settlement and the court processes. There has also been a direct mail campaign directed at probable investors. I am advised that over 1.2 million claim packages were mailed to persons around the world. In addition, packages have been available through the worldwide web site nortelsecuritieslitigation.com on the Internet. Toll-free telephone lines have been set up, and it appears that class counsel and the Claims Administrator have received innumerable calls from potential class members. In short, all reasonable efforts have been made to ensure that potential members of the class have had notice of the proposal and a reasonable opportunity was provided for class members to register their objections, or seek exclusion from the settlement.

Mayo v. Walmart Stores and Sam’s Club, No. 5:06 CV-93-R (W.D.Ky.). In the Order Granting Final Approval of Settlement, Judge Thomas B. Russell stated:

According to defendants’ database, the Notice was estimated to have reached over 90% of the Settlement Class Members through direct mail. The Settlement Administrator … has classified the parties’ database as ‘one of the most reliable and comprehensive databases [she] has worked with for the purposes of legal notice.’… The Court thus reaffirms its findings and conclusions in the Preliminary Approval Order that the form of the Notice and manner of giving notice satisfy the requirements of Fed. R. Civ. P. 23 and affords due process to the Settlement Class Members.

Fishbein v. All Market Inc., (d/b/a Vita Coco) No. 11-cv-05580 (S.D.N.Y.). In granting final approval of the settlement, the Honorable J. Paul Oetken stated:

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"The Court finds that the dissemination of Class Notice pursuant to the Notice Program…constituted the best practicable notice to Settlement Class Members under the circumstances of this Litigation … and was reasonable and constituted due, adequate and sufficient notice to all persons entitled to such notice, and fully satisfied the requirements of the Federal Rules of Civil Procedure, including Rules 23(c)(2) and (e), the United States Constitution (including the Due Process Clause), the Rules of this Court, and any other applicable laws."

Lucas, et al. v. Kmart Corp., No. 99-cv-01923 (D.Colo.), wherein the Court recognized Jeanne Finegan as an expert in the design of notice programs, and stated:

The Court finds that the efforts of the parties and the proposed Claims Administrator in this respect go above and beyond the "reasonable efforts" required for identifying individual class members under F.R.C.P. 23(c)(2)(B).

In re: Johns-Manville Corp. (Statutory Direct Action Settlement, Common Law Direct Action and Hawaii Settlement), No 82-11656, 57, 660, 661, 665-73, 75 and 76 (BRL) (Bankr. S.D.N.Y.). The nearly half-billion dollar settlement incorporated three separate notification programs, which targeted all persons who had asbestos claims whether asserted or unasserted, against the Travelers Indemnity Company. In the Findings of Fact and Conclusions of a Clarifying Order Approving the Settlements, slip op. at 47-48 (Aug. 17, 2004), the Honorable Burton R. Lifland, Chief Justice, stated:

As demonstrated by Findings of Fact (citation omitted), the Statutory Direct Action Settlement notice program was reasonably calculated under all circumstances to apprise the affected individuals of the proceedings and actions taken involving their interests, Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950), such program did apprise the overwhelming majority of potentially affected claimants and far exceeded the minimum notice required. . . . The results simply speak for themselves.

Pigford v. Glickman and U.S. Department of Agriculture, No. 97-1978. 98-1693 (PLF) (D.D.C.). This matter was the largest civil rights case to settle in the United States in over 40 years. The highly publicized, nationwide paid media program was designed to alert all present and past African-American farmers of the opportunity to recover monetary damages against the U.S. Department of Agriculture for alleged loan discrimination. In his Opinion, the Honorable Paul L. Friedman commended the parties with respect to the notice program, stating;

The parties also exerted extraordinary efforts to reach class members through a massive advertising campaign in general and African American targeted publications and television stations. . . . The Court concludes that class members have received more than adequate notice and have had sufficient opportunity to be heard on the fairness of the proposed Consent Decree.

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In re: Louisiana-Pacific Inner-Seal Siding Litig., Nos. 879-JE, and 1453-JE (D.Or.). Under the terms of the Settlement, three separate notice programs were to be implemented at three-year intervals over a period of six years. In the first notice campaign, Ms. Finegan implemented the print advertising and Internet components of the Notice program. In approving the legal notice communication plan, the Honorable Robert E. Jones stated:

The notice given to the members of the Class fully and accurately informed the Class members of all material elements of the settlement…[through] a broad and extensive multi-media notice campaign.

Additionally, with regard to the third-year notice program for Louisiana-Pacific, the Honorable Richard Unis, Special Master, commented that the notice was:

…well formulated to conform to the definition set by the court as adequate and reasonable notice. Indeed, I believe the record should also reflect the Court's appreciation to Ms. Finegan for all the work she's done, ensuring that noticing was done correctly and professionally, while paying careful attention to overall costs. Her understanding of various notice requirements under Fed. R. Civ. P. 23, helped to insure that the notice given in this case was consistent with the highest standards of compliance with Rule 23(d)(2).

In re: Expedia Hotel Taxes and Fees Litigation, No. 05-2-02060-1 (SEA) (Sup. Ct. of Wash. in and for King County). In the Order Granting Final Approval of Class Action Settlement, Judge Monica Benton stated:

The Notice of the Settlement given to the Class … was the best notice practicable under the circumstances. All of these forms of Notice directed Class Members to a Settlement Website providing key Settlement documents including instructions on how Class Members could exclude themselves from the Class, and how they could object to or comment upon the Settlement. The Notice provided due and adequate notice of these proceeding and of the matters set forth in the Agreement to all persons entitled to such notice, and said notice fully satisfied the requirements of CR 23 and due process.

Thomas A. Foster and Linda E. Foster v. ABTco Siding Litigation, No. 95-151-M (Cir. Ct., Choctaw County, Ala.). This litigation focused on past and present owners of structures sided with Abitibi-Price siding. The notice program that Ms. Finegan designed and implemented was national in scope and received the following praise from the Honorable J. Lee McPhearson:

The Court finds that the Notice Program conducted by the Parties provided individual notice to all known Class Members and all Class Members who could be identified through reasonable efforts and constitutes the best notice practicable under the circumstances of this Action. This finding is based on the overwhelming evidence of the adequacy of the notice program. … The media campaign involved broad national

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notice through television and print media, regional and local newspapers, and the Internet (see id. ¶¶9-11) The result: over 90 percent of Abitibi and ABTco owners are estimated to have been reached by the direct media and direct mail campaign.

Wilson v. Massachusetts Mut. Life Ins. Co., No. D-101-CV 98-02814 (First Judicial Dist. Ct., County of Santa Fe, N.M.). This was a nationwide notification program that included all persons in the United States who owned, or had owned, a life or disability insurance policy with Massachusetts Mutual Life Insurance Company and had paid additional charges when paying their premium on an installment basis. The class was estimated to exceed 1.6 million individuals. www.insuranceclassclaims.com. In granting preliminary approval to the settlement, the Honorable Art Encinias found:

[T]he Notice Plan [is] the best practicable notice that is reasonably calculated, under the circumstances of the action. …[and] meets or exceeds all applicable requirements of the law, including Rule 1-023(C)(2) and (3) and 1-023(E), NMRA 2001, and the requirements of federal and/or state constitutional due process and any other applicable law.

Sparks v. AT&T Corp., No. 96-LM-983 (Third Judicial Cir., Madison County, Ill.). The litigation concerned all persons in the United States who leased certain AT&T telephones during the 1980’s. Ms. Finegan designed and implemented a nationwide media program designed to target all persons who may have leased telephones during this time period, a class that included a large percentage of the entire population of the United States. In granting final approval to the settlement, the Court found:

The Court further finds that the notice of the proposed settlement was sufficient and furnished Class Members with the information they needed to evaluate whether to participate in or opt out of the proposed settlement. The Court therefore concludes that the notice of the proposed settlement met all requirements required by law, including all Constitutional requirements.

In re: Georgia-Pacific Toxic Explosion Litig., No. 98 CVC05-3535 (Ct. of Common Pleas, Franklin County, Ohio). Ms. Finegan designed and implemented a regional notice program that included network affiliate television, radio and newspaper. The notice was designed to alert adults living near a Georgia-Pacific plant that they had been exposed to an air-born toxic plume and their rights under the terms of the class action settlement. In the Order and Judgment finally approving the settlement, the Honorable Jennifer L. Bunner stated:

[N]otice of the settlement to the Class was the best notice practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort. The Court finds that such effort exceeded even reasonable effort and that the Notice complies with the requirements of Civ. R. 23(C).

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In re: American Cyanamid, No. CV-97-0581-BH-M (S.D.Al.). The media program targeted Farmers who had purchased crop protection chemicals manufactured by American Cyanamid. In the Final Order and Judgment, the Honorable Charles R. Butler Jr. wrote:

The Court finds that the form and method of notice used to notify the Temporary Settlement Class of the Settlement satisfied the requirements of Fed. R. Civ. P. 23 and due process, constituted the best notice practicable under the circumstances, and constituted due and sufficient notice to all potential members of the Temporary Class Settlement.

In re: First Alert Smoke Alarm Litig., No. CV-98-C-1546-W (UWC) (N.D.Al.). Ms. Finegan designed and implemented a nationwide legal notice and public information program. The public information program ran over a two-year period to inform those with smoke alarms of the performance characteristics between photoelectric and ionization detection. The media program included network and cable television, magazine and specialty trade publications. In the Findings and Order Preliminarily Certifying the Class for Settlement Purposes, Preliminarily Approving Class Settlement, Appointing Class Counsel, Directing Issuance of Notice to the Class, and Scheduling a Fairness Hearing, the Honorable C.W. Clemon wrote that the notice plan:

…constitutes due, adequate and sufficient notice to all Class Members; and (v) meets or exceeds all applicable requirements of the Federal Rules of Civil Procedure, the United States Constitution (including the Due Process Clause), the Alabama State Constitution, the Rules of the Court, and any other applicable law.

In re: James Hardie Roofing Litig., No. 00-2-17945-65SEA (Sup. Ct. of Wash., King County). The nationwide legal notice program included advertising on television, in print and on the Internet. The program was designed to reach all persons who own any structure with JHBP roofing products. In the Final Order and Judgment, the Honorable Steven Scott stated:

The notice program required by the Preliminary Order has been fully carried out… [and was] extensive. The notice provided fully and accurately informed the Class Members of all material elements of the proposed Settlement and their opportunity to participate in or be excluded from it; was the best notice practicable under the circumstances; was valid, due and sufficient notice to all Class Members; and complied fully with Civ. R. 23, the United States Constitution, due process, and other applicable law.

Barden v. Hurd Millwork Co. Inc., et al, No. 2:6-cv-00046 (LA) (E.D.Wis.) ("The Court approves, as to form and content, the notice plan and finds that such notice is the best practicable under the circumstances under Federal Rule of Civil Procedure 23(c)(2)(B) and constitutes notice in a reasonable manner under Rule 23(e)(1).")

Altieri v. Reebok, No. 4:10-cv-11977 (FDS) (D.C.Mass.) ("The Court finds that the notices … constitute the best practicable notice... The Court further finds that all of the notices are

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written in simple terminology, are readily understandable by Class Members, and comply with the Federal Judicial Center’s illustrative class action notices.")

Marenco v. Visa Inc., No. CV 10-08022 (DMG) (C.D.Cal.) ("[T]he Court finds that the notice plan…meets the requirements of due process, California law, and other applicable precedent. The Court finds that the proposed notice program is designed to provide the Class with the best notice practicable, under the circumstances of this action, of the pendency of this litigation and of the proposed Settlement’s terms, conditions, and procedures, and shall constitute due and sufficient notice to all persons entitled thereto under California law, the United States Constitution, and any other applicable law.")

Palmer v. Sprint Solutions, Inc., No. 09-cv-01211 (JLR) (W.D.Wa.) ("The means of notice were reasonable and constitute due, adequate, and sufficient notice to all persons entitled to be provide3d with notice.")

In re: Tyson Foods, Inc., Chicken Raised Without Antibiotics Consumer Litigation, No. 1:08-md- 01982 RDB (D. Md. N. Div.) (“The notice, in form, method, and content, fully complied with the requirements of Rule 23 and due process, constituted the best notice practicable under the circumstances, and constituted due and sufficient notice to all persons entitled to notice of the settlement.”)

Sager v. Inamed Corp. and McGhan Medical Breast Implant Litigation, No. 01043771 (Sup. Ct. Cal., County of Santa Barbara) (“Notice provided was the best practicable under the circumstances.”).

Deke, et al. v. Cardservice Internat’l, Case No. BC 271679, slip op. at 3 (Sup. Ct. Cal., County of Los Angeles) (“The Class Notice satisfied the requirements of California Rules of Court 1856 and 1859 and due process and constituted the best notice practicable under the circumstances.”).

Levine, et al. v. Dr. Philip C. McGraw, et al., Case No. BC 312830 (Los Angeles County Super. Ct., Cal.) (“[T]he plan for notice to the Settlement Class … constitutes the best notice practicable under the circumstances and constituted due and sufficient notice to the members of the Settlement Class … and satisfies the requirements of California law and federal due process of law.”).

In re: Canadian Air Cargo Shipping Class Actions, Court File No. 50389CP, Ontario Superior Court of Justice, Supreme Court of British Columbia, Quebec Superior Court (“I am satisfied the proposed form of notice meets the requirements of s. 17(6) of the CPA and the proposed method of notice is appropriate.”).

Fischer et al v. IG Investment Management, Ltd. et al, Court File No. 06-CV-307599CP, Ontario Superior Court of Justice.

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In re: Vivendi Universal, S.A. Securities Litigation, No. 02-cv-5571 (RJH)(HBP) (S.D.N.Y.).

In re: Air Cargo Shipping Services Antitrust Litigation, No. 06-MD-1775 (JG) (VV) (E.D.N.Y.).

Berger, et al., v. Property ID Corporation, et al., No. CV 05-5373-GHK (CWx) (C.D.Cal.).

Lozano v. AT&T Mobility Wireless, No. 02-cv-0090 CAS (AJWx) (C.D.Cal.).

Howard A. Engle, M.D., et al., v. R.J. Reynolds Tobacco Co., Philip Morris, Inc., Brown & Williamson Tobacco Corp., No. 94-08273 CA (22) (11th Judicial Dist. Ct. of Miami-Dade County, Fla.).

In re: Royal Dutch/Shell Transport Securities Litigation, No. 04 Civ. 374 (JAP) (Consolidated Cases) (D. N.J.).

In re: Epson Cartridge Cases, Judicial Council Coordination Proceeding, No. 4347 (Sup. Ct. of Cal., County of Los Angeles).

UAW v. General Motors Corporation, No: 05-73991 (E.D.MI).

Wicon, Inc. v. Cardservice Intern’l, Inc., BC 320215 (Sup. Ct. of Cal., County of Los Angeles).

In re: SmithKline Beecham Clinical Billing Litig., No. CV. No. 97-L-1230 (Third Judicial Cir., Madison County, Ill.). Ms. Finegan designed and developed a national media and Internet site notification program in connection with the settlement of a nationwide class action concerning billings for clinical laboratory testing services.

MacGregor v. Schering-Plough Corp., No. EC248041 (Sup. Ct. Cal., County of Los Angeles). This nationwide notification program was designed to reach all persons who had purchased or used an aerosol inhaler manufactured by Schering-Plough. Because no mailing list was available, notice was accomplished entirely through the media program.

In re: Swiss Banks Holocaust Victim Asset Litig., No. CV-96-4849 (E.D.N.Y.). Ms. Finegan managed the design and implementation of the Internet site on this historic case. The site was developed in 21 native languages. It is a highly secure data gathering tool and information hub, central to the global outreach program of Holocaust survivors. www.swissbankclaims.com.

In re: Exxon Valdez Oil Spill Litig., No. A89-095-CV (HRH) (Consolidated) (D. Alaska). Ms. Finegan designed and implemented two media campaigns to notify native Alaskan residents, trade workers, fisherman, and others impacted by the oil spill of the litigation and their rights under the settlement terms.

In re: Johns-Manville Phenolic Foam Litig., No. CV 96-10069 (D. Mass). The nationwide multi- media legal notice program was designed to reach all Persons who owned any structure,

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including an industrial building, commercial building, school, condominium, apartment house, home, garage or other type of structure located in the United States or its territories, in which Johns-Manville PFRI was installed, in whole or in part, on top of a metal roof deck.

Bristow v Fleetwood Enters Litig., No Civ 00-0082-S-EJL (D. Id). Ms. Finegan designed and implemented a legal notice campaign targeting present and former employees of Fleetwood Enterprises, Inc., or its subsidiaries who worked as hourly production workers at Fleetwood’s housing, travel trailer, or motor home manufacturing plants. The comprehensive notice campaign included print, radio and television advertising.

In re: New Orleans Tank Car Leakage Fire Litig., No 87-16374 (Civil Dist. Ct., Parish of Orleans, LA) (2000). This case resulted in one of the largest settlements in U.S. history. This campaign consisted of a media relations and paid advertising program to notify individuals of their rights under the terms of the settlement.

Garria Spencer v. Shell Oil Co., No. CV 94-074(Dist. Ct., Harris County, Tex.). The nationwide notification program was designed to reach individuals who owned real property or structures in the United States, which contained polybutylene plumbing with acetyl insert or metal insert fittings.

In re: Hurd Millwork Heat Mirror™ Litig., No. CV-772488 (Sup. Ct. of Cal., County of Santa Clara). This nationwide multi-media notice program was designed to reach class members with failed heat mirror seals on windows and doors, and alert them as to the actions that they needed to take to receive enhanced warranties or window and door replacement.

Laborers Dist. Counsel of Alabama Health and Welfare Fund v. Clinical Lab. Servs., Inc, No. CV–97-C-629-W (N.D. Ala.). Ms. Finegan designed and developed a national media and Internet site notification program in connection with the settlement of a nationwide class action concerning alleged billing discrepancies for clinical laboratory testing services.

In re: StarLink Corn Prods. Liab. Litig., No. 01-C-1181 (N.D. Ill).. Ms. Finegan designed and implemented a nationwide notification program designed to alert potential class members of the terms of the settlement.

In re: MCI Non-Subscriber Rate Payers Litig., MDL Docket No. 1275, 3:99-cv-01275 (S.D.Ill.). The advertising and media notice program, found to be “more than adequate” by the Court, was designed with the understanding that the litigation affected all persons or entities who were customers of record for telephone lines presubscribed to MCI/World Com, and were charged the higher non-subscriber rates and surcharges for direct-dialed long distance calls placed on those lines. www.rateclaims.com.

In re: Albertson’s Back Pay Litig., No. 97-0159-S-BLW (D.Id.). Ms. Finegan designed and developed a secure Internet site, where claimants could seek case information confidentially.

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In re: Georgia Pacific Hardboard Siding Recovering Program, No. CV-95-3330-RG (Cir. Ct., Mobile County, Ala.). Ms. Finegan designed and implemented a multi-media legal notice program, which was designed to reach class members with failed G-P siding and alert them of the pending matter. Notice was provided through advertisements, which aired on national cable networks, magazines of nationwide distribution, local newspaper, press releases and trade magazines.

In re: Diet Drugs (Phentermine, Fenfluramine, Dexfenfluramine) Prods. Liab. Litig., Nos. 1203, 99-20593. Ms. Finegan worked as a consultant to the National Diet Drug Settlement Committee on notification issues. The resulting notice program was described and complimented at length in the Court’s Memorandum and Pretrial Order 1415, approving the settlement,

In re: Diet Drugs (Phentermine, Fenfluramine, Dexfenfluramine) Prods. Liab. Litig., 2000 WL 1222042, Nos. 1203, 99-20593 (E.D.Pa. Aug. 28, 2002).

Ms. Finegan designed the Notice programs for multiple state antitrust cases filed against the Microsoft Corporation. In those cases, it was generally alleged that Microsoft unlawfully used anticompetitive means to maintain a monopoly in markets for certain software, and that as a result, it overcharged consumers who licensed its MS-DOS, Windows, Word, Excel and Office software. The multiple legal notice programs designed by Jeanne Finegan and listed below targeted both individual users and business users of this software. The scientifically designed notice programs took into consideration both media usage habits and demographic characteristics of the targeted class members.

In re: Florida Microsoft Antitrust Litig. Settlement, No. 99-27340 CA 11 (11th Judicial Dist. Ct. of Miami-Dade County, Fla.).

In re: Montana Microsoft Antitrust Litig. Settlement, No. DCV 2000 219 (First Judicial Dist. Ct., Lewis & Clark Co., Mt.).

In re: South Dakota Microsoft Antitrust Litig. Settlement, No. 00-235(Sixth Judicial Cir., County of Hughes, S.D.).

In re: Kansas Microsoft Antitrust Litig. Settlement, No. 99C17089 Division No. 15 Consolidated Cases (Dist. Ct., Johnson County, Kan.) (“The Class Notice provided was the best notice practicable under the circumstances and fully complied in all respects with the requirements of due process and of the Kansas State. Annot. §60-22.3.”).

In re: North Carolina Microsoft Antitrust Litig. Settlement, No. 00-CvS-4073 (Wake) 00-CvS- 1246 (Lincoln) (General Court of Justice Sup. Ct., Wake and Lincoln Counties, N.C.).

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In re: ABS II Pipes Litig., No. 3126 (Sup. Ct. of Cal., Contra Costa County). The Court approved regional notification program designed to alert those individuals who owned structures with the pipe that they were eligible to recover the cost of replacing the pipe.

In re: Avenue A Inc. Internet Privacy Litig., No: C00-1964C (W.D. Wash.).

In re: Lorazepam and Clorazepate Antitrust Litig., No. 1290 (TFH) (D.C.C.).

In re: Providian Fin. Corp. ERISA Litig., No C-01-5027 (N.D. Cal.).

In re: H & R Block., et al Tax Refund Litig., No. 97195023/CC4111 (MD Cir. Ct., Baltimore City).

In re: American Premier Underwriters, Inc, U.S. Railroad Vest Corp., No. 06C01-9912 (Cir. Ct., Boone County, Ind.).

In re: Sprint Corp. Optical Fiber Litig., No: 9907 CV 284 (Dist. Ct., Leavenworth County, Kan).

In re: Shelter Mutual Ins. Co. Litig., No. CJ-2002-263 (Dist.Ct., Canadian County. Ok).

In re: Conseco, Inc. Sec. Litig., No: IP-00-0585-C Y/S CA (S.D. Ind.).

In re: Nat’l Treasury Employees Union, et al., 54 Fed. Cl. 791 (2002).

In re: City of Miami Parking Litig., Nos. 99-21456 CA-10, 99-23765 – CA-10 (11th Judicial Dist. Ct. of Miami-Dade County, Fla.).

In re: Prime Co. Incorporated D/B/A/ Prime Co. Personal Comm., No. L 1:01CV658 (E.D. Tx.).

Alsea Veneer v. State of Oregon A.A., No. 88C-11289-88C-11300.

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INTERNATIONAL EXPERIENCE

Bell v. Canadian Imperial Bank of Commerce, et al, Court File No.: CV-08-359335 (Ontario Superior Court of Justice); (2016).

In re: Canadian Air Cargo Shipping Class Actions (Ontario Superior Court of Justice, Court File No. 50389CP, Supreme Court of British Columbia.

In re: Canadian Air Cargo Shipping Class Actions Québec Superior Court).

Fischer v. IG Investment Management LTD., No. 06-CV-307599CP (Ontario Superior Court of Justice).

In Re Nortel I & II Securities Litigation, Civil Action No. 01-CV-1855 (RMB), Master File No. 05 MD 1659 (LAP) (S.D.N.Y. 2006).

Frohlinger v. Nortel Networks Corporation et al., Court File No.: 02-CL-4605 (Ontario Superior Court of Justice).

Association de Protection des Épargnants et Investissuers du Québec v. Corporation Nortel Networks, No.: 500-06-0002316-017 (Superior Court of Québec).

Jeffery v. Nortel Networks Corporation et al., Court File No.: S015159 (Supreme Court of British Columbia).

Gallardi v. Nortel Networks Corporation, No. 05-CV-285606CP (Ontario Superior Court).

Skarstedt v. Corporation Nortel Networks, No. 500-06-000277-059 (Superior Court of Québec).

SEC ENFORCEMENT NOTICE PROGRAM EXPERIENCE

SEC v. Vivendi Universal, S.A., et al., Case No. 02 Civ. 5571 (RJH) (HBP) (S.D.N.Y.). The Notice program included publication in 11 different countries and eight different languages.

SEC v. Royal Dutch Petroleum Company, No.04-3359 (S.D. Tex.)

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FEDERAL TRADE COMMISSION NOTICE PROGRAM EXPERIENCE

FTC v. TracFone Wireless, Inc., Case No. 15-cv-00392-EMC.

FTC v. Skechers U.S.A., Inc., No. 1:12-cv-01214-JG (N.D. Ohio).

FTC v. Reebok International Ltd., No. 11-cv-02046 (N.D. Ohio)

FTC v. Chanery and RTC Research and Development LLC [Nutraquest], No :05-cv-03460 (D.N.J.)

BANKRUPTCY EXPERIENCE

Ms. Finegan has designed and implemented hundreds of domestic and international bankruptcy notice programs. A sample case list includes the following:

In re AMR Corporation [American Airlines], et al., No. 11-15463 (SHL) (Bankr. S.D.N.Y.) ("due and proper notice [was] provided, and … no other or further notice need be provided.")

In re Jackson Hewitt Tax Service Inc., et al., No 11-11587 (Bankr. D.Del.) (2011). The debtors sought to provide notice of their filing as well as the hearing to approve their disclosure statement and confirm their plan to a large group of current and former customers, many of whom current and viable addresses promised to be a difficult (if not impossible) and costly undertaking. The court approved a publication notice program designed and implemented by Finegan and the administrator, that included more than 350 local newspaper and television websites, two national online networks (24/7 Real Media, Inc. and Microsoft Media Network), a website notice linked to a press release and notice on eight major websites, including CNN and Yahoo. These online efforts supplemented the print publication and direct-mail notice provided to known claimants and their attorneys, as well as to the state attorneys general of all 50 states. The Jackson Hewitt notice program constituted one of the first large chapter 11 cases to incorporate online advertising.

In re: Nutraquest Inc., No. 03-44147 (Bankr. D.N.J.)

In re: General Motors Corp. et al, No. 09-50026 (Bankr. S.D.N.Y.). This case is the 4th largest bankruptcy in U.S. history. Ms. Finegan and her team worked with General Motors restructuring attorneys to design and implement the legal notice program.

In re: ACandS, Inc., No. 0212687 (Bankr. D.Del.) (2007) (“Adequate notice of the Motion and of the hearing on the Motion was given.”).

In re: United Airlines, No. 02-B-48191 (Bankr. N.D Ill.). Ms. Finegan worked with United and its restructuring attorneys to design and implement global legal notice programs. The notice was published in 11 countries and translated into 6 languages. Ms. Finegan worked closely with

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legal counsel and UAL’s advertising team to select the appropriate media and to negotiate the most favorable advertising rates. www.pd-ual.com.

In re: Enron, No. 01-16034 (Bankr. S.D.N.Y.). Ms. Finegan worked with Enron and its restructuring attorneys to publish various legal notices.

In re: Dow Corning, No. 95-20512 (Bankr. E.D. Mich.). Ms. Finegan originally designed the information website. This Internet site is a major information hub that has various forms in 15 languages.

In re: Harnischfeger Inds., No. 99-2171 (RJW) Jointly Administered (Bankr. D. Del.). Ms. Finegan designed and implemented 6 domestic and international notice programs for this case. The notice was translated into 14 different languages and published in 16 countries.

In re: Keene Corp., No. 93B 46090 (SMB), (Bankr. E.D. MO.). Ms. Finegan designed and implemented multiple domestic bankruptcy notice programs including notice on the plan of reorganization directed to all creditors and all Class 4 asbestos-related claimants and counsel.

In re: Lamonts, No. 00-00045 (Bankr. W.D. Wash.). Ms. Finegan designed an implemented multiple bankruptcy notice programs.

In re: Monet Group Holdings, Nos. 00-1936 (MFW) (Bankr. D. Del.). Ms. Finegan designed and implemented a bar date notice.

In re: Laclede Steel Co., No. 98-53121-399 (Bankr. E.D. MO.). Ms. Finegan designed and implemented multiple bankruptcy notice programs.

In re: Columbia Gas Transmission Corp., No. 91-804 (Bankr. S.D.N.Y.). Ms. Finegan developed multiple nationwide legal notice notification programs for this case.

In re: U.S.H. Corp. of New York, et al. (Bankr. S.D.N.Y). Ms. Finegan designed and implemented a bar date advertising notification campaign.

In re: Best Prods. Co., Inc., No. 96-35267-T, (Bankr. E.D. Va.). Ms. Finegan implemented a national legal notice program that included multiple advertising campaigns for notice of sale, bar date, disclosure and plan confirmation.

In re: Lodgian, Inc., et al., No. 16345 (BRL) Factory Card Outlet – 99-685 (JCA), 99-686 (JCA) (Bankr. S.D.N.Y).

In re: Internat’l Total Servs, Inc., et al., Nos. 01-21812, 01-21818, 01-21820, 01-21882, 01- 21824, 01-21826, 01-21827 (CD) Under Case No: 01-21812 (Bankr. E.D.N.Y).

In re: Decora Inds., Inc. and Decora, Incorp., Nos. 00-4459 and 00-4460 (JJF) (Bankr. D. Del.).

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In re: Genesis Health Ventures, Inc., et al, No. 002692 (PJW) (Bankr. D. Del.).

In re: Tel. Warehouse, Inc., et al, No. 00-2105 through 00-2110 (MFW) (Bankr. D. Del.).

In re: United Cos. Fin. Corp., et al, No. 99-450 (MFW) through 99-461 (MFW) (Bankr. D. Del.).

In re: Caldor, Inc. New York, The Caldor Corp., Caldor, Inc. CT, et al., No. 95-B44080 (JLG) (Bankr. S.D.N.Y).

In re: Physicians Health Corp., et al., No. 00-4482 (MFW) (Bankr. D. Del.).

In re: GC Cos., et al., Nos. 00-3897 through 00-3927 (MFW) (Bankr. D. Del.).

In re: Heilig-Meyers Co., et al., Nos. 00-34533 through 00-34538 (Bankr. E.D. Va.).

PRODUCT RECALL AND CRISIS COMMUNICATION EXPERIENCE

Reser’s Fine Foods. Reser’s is a nationally distributed brand and manufacturer of food products through giants such as Albertsons, Costco, Food Lion, WinnDixie, Ingles, Safeway and Walmart. Ms. Finegan designed an enterprise-wide crisis communication plan that included communications objectives, crisis team roles and responsibilities, crisis response procedures, regulatory protocols, definitions of incidents that require various levels of notice, target audiences, and threat assessment protocols. Ms. Finegan worked with the company through two nationwide, high profile recalls, conducting extensive media relations efforts.

Gulf Coast Claims Facility Notice Campaign. Finegan coordinated a massive outreach effort throughout the Gulf Coast region to notify those who have claims as a result of damages caused by the Deep Water Horizon Oil spill. The notice campaign included extensive advertising in newspapers throughout the region, Internet notice through local newspaper, television and radio websites and media relations. The Gulf Coast Claims Facility (GCCF) was an independent claims facility, funded by BP, for the resolution of claims by individuals and businesses for damages incurred as a result of the oil discharges due to the Deepwater Horizon incident on April 20, 2010.

City of New Orleans Tax Revisions, Post-Hurricane Katrina. In 2007, the City of New Orleans revised property tax assessments for property owners. As part of this process, it received numerous appeals to the assessments. An administration firm served as liaison between the city and property owners, coordinating the hearing schedule and providing important information to property owners on the status of their appeal. Central to this effort was the comprehensive outreach program designed by Ms. Finegan, which included a website and a heavy schedule of television, radio and newspaper advertising, along with the coordination of key news interviews about the project picked up by local media.

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ARTICLES

Author, “Creating a Class Notice Program that Satisfies Due Process” Law360, New York, (February 13, 2018 12:58 PM ET).

Author, “3 Considerations for Class Action Notice Brand Safety” Law360, New York, (October 2, 2017 12:24 PM ET).

Author, “What Would Class Action Reform Mean for Notice?” Law360, New York, (April 13, 2017 11:50 AM ET).

Author, “Bots Can Silently Steal your Due Process Notice.” Wisconsin Law Journal, April 2017.

Author, “Don’t Turn a Blind Eye to Bots. Ad Fraud and Bots are a Reality of the Digital Environment.” LinkedIn article March 6, 2107.

Co-Author, “Modern Notice Requirements Through the Lens of Eisen and Mullane” – Bloomberg - BNA Class Action Litigation Report, 17 CLASS 1077, (October 14, 2016).

Author, “Think All Internet Impressions Are The Same? Think Again” – Law360.com, New York (March 16, 2016, 3:39 ET).

Author, “Why Class Members Should See an Online Ad More Than Once” – Law360.com, New York, (December 3, 2015, 2:52 PM ET).

Author, ‘Being 'Media-Relevant' — What It Means and Why It Matters - Law360.com, New York (September 11, 2013, 2:50 PM ET).

Co-Author, “New Media Creates New Expectations for Bankruptcy Notice Programs,” ABI Journal, Vol. XXX, No 9, (November 2011).

Quoted Expert, “Effective Class Action Notice Promotes Access to Justice: Insight from a New U.S. Federal Judicial Center Checklist,” Canadian Supreme Court Law Review, (2011), 53 S.C.L.R. (2d).

Co-Author, with Hon. Dickran Tevrizian – “Expert Opinion: It’s More Than Just a Report…Why Qualified Legal Experts Are Needed to Navigate the Changing Media Landscape,” BNA Class Action Litigation Report, 12 CLASS 464, May 27, 2011.

Co-Author, with Hon. Dickran Tevrizian, Your Insight, "Expert Opinion: It's More Than Just a Report -Why Qualified Legal Experts Are Needed to Navigate the Changing Media Landscape," TXLR, Vol. 26, No. 21, May 26, 2011.

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Quoted Expert, “Analysis of the FJC’s 2010 Judges’ Class Action Notice and Claims Process Checklist and Guide: A New Roadmap to Adequate Notice and Beyond,” BNA Class Action Litigation Report, 12 CLASS 165, February 25, 2011.

Author, Five Key Considerations for a Successful International Notice Program, BNA Class Action Litigation Report, April, 9, 2010 Vol. 11, No. 7 p. 343.

Quoted Expert, “Communication Technology Trends Pose Novel Notification Issues for Class Litigators,” BNA Electronic Commerce and Law, 15 ECLR 109 January 27, 2010.

Author, “Legal Notice: R U ready 2 adapt?” BNA Class Action Report, Vol. 10 Class 702, July 24, 2009.

Author, “On Demand Media Could Change the Future of Best Practicable Notice,” BNA Class Action Litigation Report, Vol. 9, No. 7, April 11, 2008, pp. 307-310.

Quoted Expert, “Warranty Conference: Globalization of Warranty and Legal Aspects of Extended Warranty,” Warranty Week, warrantyweek.com/archive/ww20070228.html/ February 28, 2007.

Co-Author, “Approaches to Notice in State Court Class Actions,” For The Defense, Vol. 45, No. 11, November, 2003.

Citation, “Recall Effectiveness Research: A Review and Summary of the Literature on Consumer Motivation and Behavior,” U.S. Consumer Product Safety Commission, CPSC-F-02-1391, p.10, Heiden Associates, July 2003.

Author, “The Web Offers Near, Real-Time Cost Efficient Notice,” American Bankruptcy Institute, ABI Journal, Vol. XXII, No. 5., 2003.

Author, “Determining Adequate Notice in Rule 23 Actions,” For The Defense, Vol. 44, No. 9 September, 2002.

Author, “Legal Notice, What You Need to Know and Why,” Monograph, July 2002.

Co-Author, “The Electronic Nature of Legal Noticing,” The American Bankruptcy Institute Journal, Vol. XXI, No. 3, April 2002.

Author, “Three Important Mantras for CEO’s and Risk Managers,” - International Risk Management Institute, irmi.com, January 2002.

Co-Author, “Used the Bat Signal Lately,” The National Law Journal, Special Litigation Section, February 19, 2001.

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Author, “How Much is Enough Notice,” Dispute Resolution Alert, Vol. 1, No. 6. March 2001.

Author, “Monitoring the Internet Buzz,” The Risk Report, Vol. XXIII, No. 5, Jan. 2001.

Author, “High-Profile Product Recalls Need More Than the Bat Signal,” - International Risk Management Institute, irmi.com, July 2001.

Co-Author, “Do You Know What 100 Million People are Buzzing About Today?” Risk and Insurance Management, March 2001.

Quoted Article, “Keep Up with Class Action,” Kentucky Courier Journal, March 13, 2000.

Author, “The Great Debate - How Much is Enough Legal Notice?” American Bar Association – Class Actions and Derivatives Suits Newsletter, winter edition 1999.

SPEAKER/EXPERT PANELIST/PRESENTER

American Bar Assn. Faculty Panelist, 4th Annual Western Regional CLE Class Actions, “Big Brother, Information Privacy, and Class Actions: How Big Data and Social Media are Changing the Class Action Landscape” San Francisco, CA June, 2018.

Miami Law Class Action Faculty Panelist, “ Settlement and Resolution of Class Actions,” & Complex Litigation Forum Miami, FL December 2, 2016.

The Knowledge Group Faculty Panelist, “Class Action Settlements: Hot Topics 2016 and Beyond,” Live Webcast, www.theknowledgegroup.org, October 2016.

ABA National Symposium Faculty Panelist, “Ethical Considerations in Settling Class Actions,” New Orleans, LA, March 2016.

S.F. Banking Attorney Assn. Speaker, “How a Class Action Notice can Make or Break your Client’s Settlement,” San Francisco, CA, May 2015.

Perrin Class Action Conf. Faculty Panelist, “Being Media Relevant, What It Means and Why It Matters – The Social Media Evolution: Trends, Challenges and Opportunities,” Chicago, IL May 2015.

Bridgeport Continuing Ed. Speaker, Webinar “Media Relevant in the Class Notice Context.” July, 2014.

Bridgeport Continuing Ed. Faculty Panelist, “Media Relevant in the Class Notice Context.” Los Angeles, California, April 2014.

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CASD 5th Annual Speaker, “The Impact of Social Media on Class Action Notice.” Consumer Attorneys of San Diego Class Action Symposium, San Diego, California, September 2012.

Law Seminars International Speaker, “Class Action Notice: Rules and Statutes Governing FRCP (b)(3) Best Practicable… What constitutes a best practicable notice? What practitioners and courts should expect in the new era of online and social media.” Chicago, IL, October 2011. *Voted by attendees as one of the best presentations given.

CASD 4th Annual Faculty Panelist, “Reasonable Notice - Insight for practitioners on the FJC’s Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide. Consumer Attorneys of San Diego Class Action Symposium, San Diego, California, October 2011.

CLE International Faculty Panelist, Building a Workable Settlement Structure, CLE International, San Francisco, California May, 2011.

CASD Faculty Panelist, “21st Century Class Notice and Outreach.” 3nd Annual Class Action Symposium CASD Symposium, San Diego, California, October 2010.

CASD Faculty Panelist, “The Future of Notice.” 2nd Annual Class Action Symposium CASD Symposium, San Diego California, October 2009.

American Bar Association Speaker, 2008 Annual Meeting, “Practical Advice for Class Action Settlements: The Future of Notice In the United States and Internationally – Meeting the Best Practicable Standard.” Section of Business Law Business and Corporate Litigation Committee – Class and Derivative Actions Subcommittee, New York, NY, August 2008.

Women Lawyers Assn. Faculty Panelist, Women Lawyers Association of Los Angeles “The Anatomy of a Class Action.” Los Angeles, CA, February, 2008.

Warranty Chain Mgmt. Faculty Panelist, Presentation Product Recall Simulation. Tampa, Florida, March 2007.

Practicing Law Institute. Faculty Panelist, CLE Presentation, 11th Annual Consumer Financial Services Litigation. Presentation: Class Action Settlement Structures – Evolving Notice Standards in the Internet Age. New York/Boston (simulcast), NY March 2006; Chicago, IL April 2006 and San Francisco, CA, May 2006.

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U.S. Consumer Product Ms. Finegan participated as an invited expert panelist to the CPSC Safety Commission to discuss ways in which the CPSC could enhance and measure the recall process. As a panelist, Ms Finegan discussed how the CPSC could better motivate consumers to take action on recalls and how companies could scientifically measure and defend their outreach efforts. Bethesda, MD, September 2003.

Weil, Gotshal & Manges Presenter, CLE presentation, “A Scientific Approach to Legal Notice Communication.” New York, June 2003.

Sidley & Austin Presenter, CLE presentation, “A Scientific Approach to Legal Notice Communication.” Los Angeles, May 2003.

Kirkland & Ellis Speaker to restructuring group addressing “The Best Practicable Methods to Give Notice in a Tort Bankruptcy.” Chicago, April 2002.

Georgetown University Law Faculty, CLE White Paper: “What are the best practicable methods to Center Mass Tort Litigation give notice? Dispelling the communications myth – A notice Institute disseminated is a notice communicated,” Mass Tort Litigation Institute. Washington D.C., November, 2001.

American Bar Association Presenter, “How to Bullet-Proof Notice Programs and What Communication Barriers Present Due Process Concerns in Legal Notice,” ABA Litigation Section Committee on Class Actions & Derivative Suits. Chicago, IL, August 6, 2001.

McCutchin, Doyle, Brown Speaker to litigation group in San Francisco and simulcast to four other McCutchin locations, addressing the definition of effective notice and barriers to communication that affect due process in legal notice. San Francisco, CA, June 2001.

Marylhurst University Guest lecturer on public relations research methods. Portland, OR, February 2001.

University of Oregon Guest speaker to MBA candidates on quantitative and qualitative research for marketing and communications programs. Portland, OR, May 2001.

Judicial Arbitration & Speaker on the definition of effective notice. San Francisco and Los Mediation Services (JAMS) Angeles, CA, June 2000.

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International Risk Past Expert Commentator on Crisis and Litigation Communications. Management Institute www.irmi.com.

The American Bankruptcy Past Contributing Editor – Beyond the Quill. www.abi.org. Institute Journal (ABI)

BACKGROUND

Ms Finegan’s past experience includes working in senior management for leading Class Action Administration firms including The Garden City Group (“GCG”) and Poorman-Douglas Corp., (“EPIQ”). Ms. Finegan co-founded Huntington Advertising, a nationally recognized leader in legal notice communications. After Fleet Bank purchased her firm in 1997, she grew the company into one of the nation’s leading legal notice communication agencies.

Prior to that, Ms. Finegan spearheaded Huntington Communications, (an Internet development company) and The Huntington Group, Inc., (a public relations firm). As a partner and consultant, she has worked on a wide variety of client marketing, research, advertising, public relations and Internet programs. During her tenure at the Huntington Group, client projects included advertising (media planning and buying), shareholder meetings, direct mail, public relations (planning, financial communications) and community outreach programs. Her past client list includes large public and privately held companies: Code-A-Phone Corp., Thrifty- Payless Drug Stores, Hyster-Yale, The Portland Winter Hawks Hockey Team, U.S. National Bank, U.S. Trust Company, Morley Capital Management, and Durametal Corporation.

Prior to Huntington Advertising, Ms. Finegan worked as a consultant and public relations specialist for a West Coast-based Management and Public Relations Consulting firm.

Additionally, Ms. Finegan has experience in news and public affairs. Her professional background includes being a reporter, anchor and public affairs director for KWJJ/KJIB radio in Portland, Oregon, as well as reporter covering state government for KBZY radio in Salem, Oregon. Ms. Finegan worked as an assistant television program/promotion manager for KPDX directing $50 million in programming. She was also the program/promotion manager at KECH- 22 television.

Ms. Finegan's multi-level communication background gives her a thorough, hands-on understanding of media, the communication process, and how it relates to creating effective and efficient legal notice campaigns.

Jeanne C. Finegan, APR CV 28 Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 44 of 63

MEMBERSHIPS, PROFESSIONAL CREDENTIALS

APR Accredited. Universal Board of Accreditation Public Relations Society of America • Member of the Public Relations Society of America • Member Canadian Public Relations Society

Member - Alliance for Audited Media Alliance for Audited Media (“AAM”) is the recognized leader in cross-media verification. It was founded in 1914 as the Audit Bureau of Circulations (ABC) to bring order and transparency to the media industry. Today, more than 4,000 publishers, advertisers, agencies and technology vendors depend on its data-driven insights, technology certification audits and information services to transact with trust.

SOCIAL MEDIA

LinkedIn: www.linkedin.com/in/jeanne-finegan-apr-7112341b

Jeanne C. Finegan, APR CV 29 Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 45 of 63

Exhibit B Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 46 of 63

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA If you own music that was streamed on Rhapsody without voluntary or compulsory licenses, you could get compensation from a class action Settlement.

• A proposed settlement has been reached against Rhapsody International Inc. (“Rhapsody”) in a case known as Lowery et. al. v. Rhapsody International, Inc. et al. concerning the mechanical royalties of certain copyright holders. Plaintiffs allege Rhapsody unlawfully reproduced and distributed certain copyrighted musical compositions to Rhapsody’s users via its music streaming service. Rhapsody denies the allegations and does not admit liability in agreeing to the settlement. Those included in the settlement have legal rights and options and deadlines by which they must exercise them. • You may be a class member if you are the owner of mechanically distributed and/or reproduced rights in Qualifying Registered Works that were made available or played on the Rhapsody music service in the United States from March 7, 2013 (registered with the U.S. Copyright Office on or before March 7, 2016) to [PAO] and Qualifying Unregistered Works that were not registered with the U. S. Copyright office. • Rhapsody will provide a Settlement fund of $10,000,000 to pay eligible Settlement Class Member claims. For validly claimed Qualified Registered Work, Rhapsody will pay up to $35 (reduced pro-rata where there is more than one claiming rights holder for the same work) to eligible copyright owners of works played at least once on Rhapsody’s service during the applicable period for which Rhapsody (or its rights administrator) was unable to identify the mechanical rights owner or administrator and for whom Rhapsody did not otherwise have a license. Please read this Notice carefully. Your legal rights are affected, whether you act or do not act. You are encouraged to periodically check the website, www.______.com, because it will be updated with additional information.

SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

DO NOTHING You get no payment. You You will be bound by all decisions give up your rights. of the Court

SUBMIT A CLAIM FORM This is the only way to get a The Claim Form must be completed payment. and submitted electronically or by mail no later than MONTH DAY YEAR. EXCLUDE YOURSELF Exclude yourself from the The Exclusion Form must be Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 47 of 63

Settlement. You get no completed and submitted payment under the electronically or by mail Settlement. This is the only postmarked no later than MONTH choice that allows you to sue DAY YEAR. Rhapsody on your own about the claims discussed in this Notice. OBJECT TO THE You can write to the Court or The Object must be submitted no SETTLEMENT appear at the Hearing to state later than MONTH DAY YEAR. why you disagree with the Settlement or any part of it.

What this Notice Contains

BASIC INFORMATION ...... 3 1. What is this Notice about? ...... 3 2. What is the lawsuit about? ...... 3 3. What is included in the settlement? ...... 3 4. Why is this a class action? ...... 4 5. Why is there a settlement? ...... 4 WHO IS IN THE SETTLEMENT? ...... 4 6. How do I know if I am part of the settlement? ...... 4 7. I’m still not sure if I’m included in the settlement...... 5 THE SETTLEMENT BENEFITS — WHAT YOU GET AND HOW TO GET IT .....5 8. What does the settlement provide? ...... 5 9. What am I giving up in exchange for the settlement benefits? ...... 5 EXCLUDING YOURSELF FROM THE SETTLEMENT ...... 5 10. If I exclude myself, can I get anything from this settlement? ...... 6 11. If I do not exclude myself, can I sue later? ...... 6 12. How do I get out of the settlement? ...... 6 THE LAWYERS REPRESENTING YOU ...... 6 13. Do I have a lawyer in the case? ...... 7 14. How will the lawyers be paid? ...... 7 OBJECTING TO THE SETTLEMENT ...... 7 15. How do I tell the Court if I do not like the settlement? ...... 7 16. What is the difference between objecting and excluding? ...... 8 THE COURT’S FAIRNESS HEARING ...... 8 17. When and where will the Court decide whether to grant final approval of the settlement? ...8

Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 2

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 48 of 63

18. Do I have to come to the hearing? ...... 9 19. May I speak at the hearing?...... 9 GETTING MORE INFORMATION ...... 9 20. How do I get more information? ...... 9 21. When will the settlement be final? ...... 9

BASIC INFORMATION

1. What is this Notice about?

You received this Notice because you may be a Class Member and may be able to receive payment under a proposed settlement of a class action lawsuit called Lowery et. al. v. Rhapsody International, Inc., et al., 4:16-cv-0l 135-JSW BC476270. The defendant is Rhapsody International Inc (hereinafter, “Rhapsody”). This Notice explains the basic terms of the Settlement and your options and rights as a potential Class Member. The Court still has to decide whether to finally approve the settlement. Payments and other benefits will be distributed only if the Court finally approves the settlement and after any appeals are resolved in favor of the settlement. The Amended Settlement Agreement, and related documents, give greater detail regarding the terms of the settlement. Copies of these documents can be found in the Documents section on the Settlement website at www.______.com.

2. What is the lawsuit about? In this class action lawsuit, Plaintiffs allege, among other things, that Rhapsody has infringed their exclusive rights to reproduce and distribute their musical works by streaming them without voluntary or compulsory licenses. They allege both actual and statutory damages pursuant to the Copyright Act, 17 U.S.C. §101, sections 502 through 506 and 509, and also seek certain injunctive relief. Rhapsody denies that it has engaged in copyright infringement, denies that certification of a class for other than settlement purposes is appropriate, and further denies that Plaintiffs and the members of the Settlement Class are entitled to actual and/or statutory damages.

3. What is included in the settlement? This settlement concerns Qualifying Registered and Unregistered Works that Rhapsody distributed via its music stream service from March 7, 2013 to (DATE OF PAO) without voluntary or compulsory licenses from the owners of the mechanical distribution and/or reproduction rights.

“Qualifying Registered Work” means a musical work (as that term is used in the Copyright Act) that is Unmatched as of the end of the Claims Period and that was: (i) available on the Rhapsody Music Service in the United States between March 7, 2013 and the date of filing of the preliminary approval motion; and (ii) registered with the Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 3

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 49 of 63

United States Copyright Office on or before: (a) March 7, 2016, if the "street release date" for a sound recording featuring that work was on or before March 7, 2016; or (b) if the street release date for such work was after March 7, 2016, then the work must have been registered within three months after that street date.

“Qualifying Unregistered Work” means a musical work (as that term is used in the Copyright Act) that is Unmatched as of the end of the Claims Period and that was: (i) available on the Rhapsody Music Service in the United States between March 7, 2013 and the date of filing of the preliminary approval motion; and (ii) not registered with the United States Copyright Office consistent with the definition of Qualifying Registered Work above.

4. Why is this a class action? In a class action, people called “class representatives” sue on behalf of other people who have similar claims. All of these people together are the “Class” or “Class Members” if the Court approves this procedure. Once approved, the Court resolves the issues for all Class Members, except for those who exclude themselves from the Class.

5. Why is there a settlement? Both sides in the lawsuit agreed to a settlement to avoid the cost and risk of further litigation, including a potential trial, and so that the Class Members can get benefits, in exchange for releasing Rhapsody from liability. This settlement has been preliminarily approved by the Court, which authorized the issuance of this Notice. The Class Representatives and the lawyers representing them called Plaintiffs’ Counsel, including Class Counsel, believe that the settlement is in the best interests of all Class Members. The essential terms of the settlement are summarized in this Notice. The Settlement Agreement along with all exhibits and addenda sets forth in greater detail the rights and obligations of the parties. If there is any conflict between this Notice and the Settlement Agreement, the Settlement Agreement governs.

WHO IS IN THE SETTLEMENT?

6. How do I know if I am part of the settlement? You may be a class member if you are the owner of mechanically distributed and/or reproduced rights in Qualifying Registered Works that were made available or played on the Rhapsody music service in the United States from March 7, 2013 (registered with the U.S. Copyright Office on or before March 7, 2016) to [PAO] and Qualifying Unregistered Works that were not registered with the U. S. Copyright office. Excluded from the Class are: Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 4

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(details tbd)

7. I’m still not sure if I’m included in the settlement. If you are not sure whether you are included in the Class, you may call 1-xxx-xxx-xxxx Please do not contact the Court. All questions should be directed to the Settlement Notice Administrator.

THE SETTLEMENT BENEFITS — WHAT YOU GET AND HOW TO GET IT

8. What does the settlement provide? If you are a Class Member, what you are eligible to receive depends on several factors. The settlement benefits are outlined generally below, and more information can be found on the settlement website. The Court still has to decide whether to finally approve the settlement. Rhapsody may begin to offer this benefit over time, beginning pursuant to the terms of this Settlement Agreement, upon entry of the Preliminary Approval Order by the Court. However, no benefits have to be provided until and unless the Court finally approves the settlement and only after any appeal period expires or any appeals are resolved in favor of the settlement. We do not know when the Court will finally approve the settlement if it does so or whether there will be any appeals that would have to be resolved in favor of the settlement before certain benefits would be provided, so we do not know precisely when any benefits may be available. Please check www.______.com regularly for updates regarding the settlement.

Please note that you may have to take action within certain deadlines to receive certain benefits, such as completing and submitting a claim form. If you do nothing, you may not receive certain benefits from the settlement, and, as a Class Member, you will not be able to sue Rhapsody about the issues in the lawsuit.

9. What am I giving up in exchange for the settlement benefits? If the settlement becomes final, Class Members who do not exclude themselves from the Class will release Rhapsody from liability and will not be able to sue Rhapsody about the issues in the lawsuit. The Settlement Agreement describes the released claims in full detail, so read it carefully. Visit the Settlement website for further information and to view the Settlement Agreement is available at www.______.com.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you want to keep the right to sue or continue to sue Rhapsody over the legal issues in the lawsuit, then you must take steps to exclude yourself from this settlement. This is also known as “opting Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 5

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 51 of 63

out” of the Class.

10. If I exclude myself, can I get anything from this settlement? If you exclude yourself, you do not get settlement benefits. If you ask to be excluded, you cannot object to the settlement. But, if you timely and properly request exclusion, the settlement will not prevent you from suing, continuing to sue or remaining or becoming part of a different lawsuit against Rhapsody in the future about the issues in the lawsuit. If you exclude yourself, you will not be bound by anything that happens in this lawsuit and you may not object to the settlement.

11. If I do not exclude myself, can I sue later? Unless you exclude yourself, you give up the right to sue Rhapsody for the claims resolved by this settlement. If the settlement is finally approved, you will be permanently enjoined and barred from initiating or continuing any lawsuit or other proceeding against Rhapsody about the issues in the lawsuit.

12. How do I get out of the settlement? To exclude yourself from the settlement, you must complete and send the Request to Opt-Out form or a letter containing the same information sent by mail saying that you want to be excluded from the settlement Lowery et. al. v. Rhapsody International, Inc., et al., and mention the case number (4:16-cv-0l 135-JSW BC476270). The Request for Exclusion/Request to Opt-Out Form is available at www.______.com If you do not want to complete the Request for Exclusion/Request to Opt-Out Form, you may also send a handwritten or typed and signed letter to the Settlement Notice Administrator requesting exclusion (opting out). The letter must be signed by you and include your name, address, information on the Qualifying Registered and Unregistered Works being claimed, your telephone number, and email address. You can’t ask to be excluded over the phone or at the settlement website. You must mail your Request for Exclusion/Request to Opt Out Form or letter with your exclusion request postmarked no later than MONTH DATE YEAR to: Lowery et. al. v. Rhapsody International, Inc. Settlement, c/o Settlement Administrator P.O. Box XXX Philadelphia, PA 1910X-XXXX

Your Request for Exclusion/Request to Opt Out Form or letter with your exclusion request must be postmarked no later than MONTH DATE YEAR, to be considered by the Court. The deadlines found in this Notice may be changed by the Court. Please check www.______.com regularly for updates regarding the settlement.

THE LAWYERS REPRESENTING YOU

Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 6

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 52 of 63

13. Do I have a lawyer in the case? Yes. The Court has appointed lawyers to represent you and other Class Members. These lawyers are called “Class Counsel:” ATTORNEY NAME at LAW FIRM and ATTORNEY NAME at LAW FIRM are Class Counsel. If you want to be represented by another lawyer, you may hire one to appear in Court for you at your own expense. Their contact information is as follows:

ATTORNEY NAME ATTORNEY NAME LAW FIRM LAW FIRM Address 1 Address 1 City State ZIP City State ZIP Tel: (xxx) xxx-xxxx Tel: (xxx) xxx-xxxx www.LawFirmURL.com www.LawFirmURL.com

14. How will the lawyers be paid? The law firms that worked on this Action and the Related Action will ask the Court for an award of attorneys’ fees in the amount of $00,000 and for reimbursement of their out-of-pocket costs and expenses in an amount not to exceed $00,000. Rhapsody will not oppose the request for attorneys’ fees, costs and expenses in these amounts.

Class Counsel will also ask the Court to award each of the Class Representatives service awards in the amount of $2,500 for the time and effort each spent representing Class Members. Rhapsody will not oppose the request for Class Representative service awards in this amount.

The Court must approve the request for attorneys’ fees, costs and expenses and the request for service awards. The amounts awarded by the Court will be paid by Rhapsody in addition to all other settlement benefits. Under no circumstances will Rhapsody’s payment of attorneys’ fees, costs and expenses and Class Representative service awards reduce your settlement benefits.

OBJECTING TO THE SETTLEMENT

You can tell the Court if you do not agree with the settlement or some part of it.

15. How do I tell the Court if I do not like the settlement? If you are a Class Member, and you do not exclude yourself from the Class, you can object to the settlement if you do not like some part of it or all of it. You can give reasons why you think the Court should not approve it. To object, you must send a written objection signed by you saying that you object to the settlement in Lowery et. al. v. Rhapsody International, Inc., Case No. 4:16- cv-0l 135-JSW BC476270, to the Clerk of Court (identified below) so that it is received and filed no later than MONTH DAY YEAR.

Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 7

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 53 of 63

In your objection, you must include: (a) a heading which refers to the Action, Lowery et. al. v. Rhapsody International, Inc, Case No. 4:16-cv-0l 135-JSW BC476270; (b) the objector’s full name, telephone number, and address (the objector’s actual residential address must be included); (c) if represented by counsel, the full name, telephone number, and address of all counsel; (d) all of the reasons for his or her objection; (e) whether the objector intends to appear at the Fairness Hearing on his or her own behalf or through counsel; (f) a statement that the objector is a Class Member, and information on the Qualifying Registered and Unregistered Works being claimed and (g) the objector’s dated, handwritten signature (an electronic signature or attorney’s signature are not sufficient). Any documents supporting the objection must also be attached to the objection. If any testimony is to be given in support of the objection, the names of all persons who will testify must be set forth in the objection. Class Members may do so either on their own or through an attorney retained at their own expense. Objections must be mailed to:

Clerk of Court United States District Court COURT CITY STATE ZIP

16. What is the difference between objecting and excluding? Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the settlement no longer affects you. Objecting is telling the Court that you do not like something about the settlement. You can object only if you stay in the Class. If you are a Class Member and you do nothing, you will remain a Class Member and all of the Court’s orders will apply to you, you will be eligible for the settlement benefits described above as long as you satisfy the conditions for receiving each benefit, and you will not be able to sue Rhapsody over the issues in the lawsuit.

THE COURT’S FAIRNESS HEARING

The Court will hold a hearing to decide whether to grant final approval to the settlement. If you have filed an objection on time and attend the hearing, you may ask to speak (provided you have previously filed a timely notice of intention to appear), but you do not have to attend or speak.

17. When and where will the Court decide whether to grant final approval of the settlement? The Court will hold a Fairness Hearing at 00:00 a.m. on MONTH DAY YEAR, at the COURTHOUSE NAME, CITY, STATE ZIP. At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have requested to speak at the hearing. After the

Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 8

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 54 of 63

hearing, the Court will decide whether to grant final approval of the settlement, and, if so, how much to pay the lawyers representing Class Members. We do not know how long these decisions will take. The Court may reschedule the Fairness Hearing, so check the website periodically for further updates.

18. Do I have to come to the hearing? No. Class Counsel will answer any questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it – but you can if you provide advance notice of your intention to. As long as you filed a written objection with all of the required information on time with the Court, the Court will consider it. You may also pay another lawyer to attend, but it is not required.

19. May I speak at the hearing? You or your attorney may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter saying that it is your “Notice of Intent to Appear in Lowery et. al. v. Rhapsody International, Inc.,” to the Clerk of Court so that it is received and filed no later than MONTH DAY YEAR. You must include your name, address, telephone number, information on the Qualifying Registered and Unregistered Works involved, and your signature. Anyone who has requested permission to speak must be present at the start of the Fairness hearing at 00:00 at MONTH DAY YEAR. You cannot speak at the hearing if you excluded yourself from the Class.

GETTING MORE INFORMATION

20. How do I get more information? This Notice summarizes the proposed settlement. More details are in the Settlement Agreement. You can get a copy of the Settlement Agreement and other information about the settlement and the Claim Forms, at www.______.com You can also call the toll-free number, 1- xxx-xxx-xxx or write the settlement administrator at Lowery et. al. v. Rhapsody International, Inc. Settlement c/o Settlement Administrator, P.O. Box xxxx, Philadelphia, PA 1910x-xxxx.

21. When will the settlement be final? The settlement will not be final unless and until the Court grants final approval of the settlement at or after the Fairness Hearing and after any appeals are resolved in favor of the settlement. Please be patient and check the website identified in this Notice regularly. Please do not contact the Court. All questions should be directed to the Settlement Notice Administrator.

Questions? Visit www. .com or call 1 (xxx) xxx-xxxx 9

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 55 of 63

Exhibit C Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 56 of 63

If you own music that was streamed on Rhapsody without voluntary or compulsory licenses, you could get compensation from a class action Settlement.

A settlement has been reached against Rhapsody International Inc. (“Rhapsody”) in a case known as Lowery et. al. v. Rhapsody International, Inc. et al. concerning the mechanical royalties of certain copyright holders. Plaintiffs allege Rhapsody unlawfully reproduced and distributed certain copyrighted musical compositions to Rhapsody’s users via its music streaming service. Rhapsody denies the allegations and does not admit liability in agreeing to the settlement.

WHO IS A CLASS MEMBER? You may be a class member if you are the owner of mechanically distributed and/or reproduced rights in Qualifying Registered Works that were made available or played on the Rhapsody music service in the United States from March 7, 2013 (registered with the U.S. Copyright Office on or before March 7, 2016) to [PAO] and Qualifying Unregistered Works that were not registered with the U. S. Copyright office.

WHAT DOES THE SETTLEMENT PROVIDE? Rhapsody will provide a Settlement fund of $10,000,000 to pay eligible Settlement Class Member claims. For validly claimed Qualified Registered Work, Rhapsody will pay up to $35 (reduced pro-rata where there is more than one claiming rights holder for the same work) to eligible copyright owners of works played at least once on Rhapsody’s service during the applicable period for which Rhapsody (or its rights administrator) was unable to identify the mechanical rights owner or administrator and for whom Rhapsody did not otherwise have a license.

For each validly claimed Qualifying Unregistered Work that was played more than 24 times in its entirety, Rhapsody will pay $1.00 (reduced pro-rata where there is more than one claiming rights holder for the same work). The Settlement Website below provides complete instructions that you need to follow when filing a claim.

WHAT ARE MY OPTIONS? You must submit a claim online by [date] or by mail no later than December 31, 2019 to receive a payment. You can opt-out of the class and keep your right to pursue your own lawsuit about these claims by [Month Day, Year]. You can also object to the settlement by [Month Day, Year]. For details on how to opt-out, object, or to file a claim, please visit www.website.com or contact the Claim Administrator. If you do nothing you will not receive a payment and you will be bound by the decisions of the Court. COURT HEARING AND ATTORNEYS’ FEES The Court will hold a hearing on [Month Day, Year at _:__ _.m. PT] to consider whether to approve the settlement. If the settlement is approved, the attorneys for the class will ask the Court for an

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 57 of 63 award of up to $______in fees, costs, and expenses, and class representative payments of $2,500 for each of the named plaintiffs. You may attend the hearing, but you do not have to. Plaintiffs’ Motion for Attorneys’ Fees and Costs will be posted on the website after it is filed.

MORE INFORMATION This is only a Summary. For more information, please visit: www.website.com, or contact the Claim Administrator by calling 1 (8xx) xxx-xxxx or by writing to ______.

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 58 of 63

Exhibit D Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 59 of 63

Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 60 of 63

Exhibit E Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 61 of 63

Class Member ID: 3103400000000 Lowery v Rhapsody International Inc c/o Claims Administrator MUST BE RECEIVED PO Box XXXXX For Office Use NO LATER THAN DECEMBER 31, 2019 Philadelphia, PA 19102-XXXX Only

Claim Form

This Claim Form can be filled out online at the website noted below.You are not eligible to submit a claim if any of the following applies to you: 1. You are not a US resident 2. If you opted into the settlement between Rhapsody and the National Music Publishers Association during the period October 16, 2017- December 15, 2017 or are otherwise covered by that settlement (for example, your representative or publisher opted in on your behalf.)

Name: ______First Name M.I. Last Name

Street Address:

City: State: ______Zip Code: ______- ______Telephone Number: ( ______) ______- ______

Email Address: @______

This Claim Form can be filled out and submitted online at the website noted below. If you send in a paper Claim Form you must mail it to the below reference address postmarked by December 31, 2019.

I am claiming the below Registered Work I am claiming the below Unregistered Work

______Copyright Registration Number (Required for Registered Works) Your Ownership Share In The Work

______Song Title Artist Name Publishing Company (If any)

______OR ______Link to Sound Recording On Rhapsody Site International Standard Recording Code (ISRC) If available, please provide:

______1. Other Owner Ownership Share In The Work ______2. Other Owner Ownership Share In The Work ______International Standard- Interested Parties- Harry Fox Agency- Musical Work Code Information Code Song Code

*Use Page 3 for Additional Works. Additional Copies Can Be Made QUESTIONS? CALL 1-XXX-XXX-XXXX OR VISIT WWW.XXXXXXXX.COM

31034 CF Page 1 Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 62 of 63

Class Member ID: 3103400000000

Release of Claims. I understand if this Settlement is finally approved, then upon the date the Settlement becomes effective (referred to as the “Effective Date”), because I did not submit a timely and valid Request for Exclusion from the Settlement, I waive, forfeit and release any and all claims and potential claims against Rhapsody, and agree to the following General Release of claims against the Defendant(s):

Class Representatives, Settlement Class Members, and their agents, representatives, heirs, successors, assigns, and each and all of them, hereby release, acquit, and forever discharge Defendant, its parents, subsidiaries and affiliates, and each of them, and their respective agents, general agents, insurers, reinsurers, payroll companies, attorneys, representatives, owners, stockholders, policyholders, principals, partners, members, employees, officers, directors, trustees, heirs, successors, predecessors, assigns, parent corporations, subsidiaries, affiliated companies, and each and all of them, of and from any and all obligations, debts, claims, members, liabilities, demands, and causes of action of every kind, nature and description whatsoever, whether or not now known, suspected or claimed, that they ever had, now have, or may hereafter acquire, that were or could have been asserted in any version of the complaints filed in this Action or are based on or arise out of the facts alleged in any version of the complaints filed in this action, accruing from the beginning of time until the Effective Date, including all claims, known or unknown.

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

By checking this box, I affirm that the work submitted on this claim form was played on Rhapsody between March 7, 2013 and February 15, 2019.

I certify under penalty of perjury under the laws of the United States that all the foregoing is true and correct to the best of my knowledge.

SIGNATURE:

PRINTED NAME:

DATED: ______/ ______/ ______

Mail to: Lowery v Rhapsody International Inc Settlement c/o Claims Administrator PO Box XXXXX Philadelphia, PA 19102-XXXX

If Questions Call: 800-XXX-XXXX

QUESTIONS? CALL 1-XXX-XXX-XXXX OR VISIT WWW.XXXXXXXX.COM

31034 CF Page 2 Case 4:16-cv-01135-JSW Document 155-5 Filed 02/15/19 Page 63 of 63

Class Member ID: 3103400000000

Additional Works Claimed. You may reproduce this page for additional works.

I am claiming the below Registered Work I am claiming the below Unregistered Work

______Copyright Registration Number (Required for Registered Works) Your Ownership Share In The Work

______Song Title Artist Name Publishing Company (If any)

______OR ______Link to Sound Recording On Rhapsody Site International Standard Recording Code (ISRC)

If available, please provide:

______1. Other Owner Ownership Share In The Work

______2. Other Owner Ownership Share In The Work

______International Standard- Interested Parties- Harry Fox Agency- Musical Work Code Information Code Song Code

I am claiming the below Registered Work I am claiming the below Unregistered Work

______Copyright Registration Number (Required for Registered Works) Your Ownership Share In The Work

______Song Title Artist Name Publishing Company (If any)

______OR ______Link to Sound Recording On Rhapsody Site International Standard Recording Code (ISRC)

If available, please provide:

______1. Other Owner Ownership Share In The Work

______2. Other Owner Ownership Share In The Work

______International Standard- Interested Parties- Harry Fox Agency- Musical Work Code Information Code Song Code

QUESTIONS? CALL 1-XXX-XXX-XXXX OR VISIT WWW.XXXXXXXX.COM

31034 CF Page 3 Case 4:16-cv-01135-JSW Document 155-6 Filed 02/15/19 Page 1 of 3

1 SANFORD L. MICHELMAN (SBN 179702) [email protected] 2 MICHELMAN & ROBINSON, LLP 10880 Wilshire Blvd., 19th Floor 3 Los Angeles, CA 90024 Telephone: (310) 564-2670 4 Facsimile: (310) 564-2671

5 MONA Z. HANNA (SBN 131439) 6 [email protected] JENNIFER A. MAURI (SBN 276522) 7 [email protected] MICHELMAN & ROBINSON, LLP 8 17901 Von Karman Avenue, 10th Floor Irvine, CA 92614 9 Telephone: (714) 557-7990 Facsimile: (714) 557-7991 10 Attorneys for Plaintiffs 11 DAVID LOWERY, VICTOR KRUMMENACHER, GREG LISHER, AND DAVID FARAGHER 12 UNITED STATES DISTRICT COURT 13 14 NORTHERN DISTRICT OF CALIFORNIA 15 DAVID LOWERY, VICTOR Case No.: 4:16-cv-01135-JSW KRUMMENACHER, GREG LISHER, and 16 DAVID FARAGHER, individually and on Hon. Jeffrey S. White behalf of themselves and all others similarly Hon. Jacqueline Scott Corley, Magistrate 17 situated, 18 [PROPOSED] ORDER GRANTING Plaintiffs, PLAINTIFFS’ MOTION FOR 19 v. PRELIMINARY APPROVAL

20 RHAPSODY INTERNATIONAL, INC.

21 Defendant.

22

23 Complaint Filed: March 7, 2016 24

25

26

27

28

1 [PROPOSED] ORDER ON PLAINTIFFS’ UNOPPOSED MOTION FOR PRELIMINARY APPROVAL 4836-2883-7256 Case 4:16-cv-01135-JSW Document 155-6 Filed 02/15/19 Page 2 of 3

1 [PROPOSED] ORDER 2 Before the Court is Plaintiffs David Lowery, Victor Krummenacher, Greg Lisher, and 3 David Faragher (collectively “Plaintiffs”) Unopposed Motion For Preliminary Approval of 4 Class Settlement. The Court, having considered the papers, grants Plaintiffs’ Motion and 5 hereby orders that: 6 7 1. The Settlement Agreement between Plaintiffs and Rhapsody International, Inc. 8 (“Defendant” or “Rhapsody”), dated January 16, 2019, is preliminarily approved on 9 the grounds that its terms are sufficiently fair, reasonable, and adequate for notice to 10 be issued to the class; 11 12 2. The proposed settlement class, defined as “Owners of mechanical distribution and/or 13 reproduction rights in Qualifying Registered Works and Qualifying Unregistered 14 Works that were made available or played on the Rhapsody music service in the 15 United States during the period from March 7, 2013 until February 15, 2019” is 16 certified for settlement purposes only; 17 18 3. The form and content of the proposed class notice and notice plan are preliminary 19 approved; 20 21 4. The form and content of the claims form is preliminary approved; 22 23 5. The deadline for class members to object to the settlement is ______(sixty (60) 24 days after the date of the instant order granting preliminary approval); 25 26 6. The deadline for class members to opt-out of the settlement is ______(sixty 27 (60) days after the date of the instant order granting preliminary approval); 28

2 [PROPOSED] ORDER ON PLAINTIFFS’ UNOPPOSED MOTION FOR PRELIMINARY APPROVAL 4836-2883-7256 Case 4:16-cv-01135-JSW Document 155-6 Filed 02/15/19 Page 3 of 3

1 7. Michelman and Robinson, LLP is appointed to represent the class as class counsel; 2 3 8. Heffler Claims Group, LLC is appointed as Settlement Administrator; 4 5 9. The hearing on final approval of the proposed settlement, Class Counsel's request for 6 attorneys' fees and costs, and enhancement payments to the named Plaintiffs is 7 scheduled for March 13, 2020 at 9:00a.m. 8 9 IT IS SO ORDERED. 10 11 Dated: , 2019 ______THE HONORABLE JEFFREY S. WHITE 12 United States District Court Judge 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

3 [PROPOSED] ORDER ON PLAINTIFFS’ UNOPPOSED MOTION FOR PRELIMINARY APPROVAL 4836-2883-7256