Lead Case No. 4:18-Cv-00920-CW NOTICE of MOT. and UNOPPOSED MOT

Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 1 of 31

1 ROBBINS LLP BRIAN J. ROBBINS (190264) 2 [email protected] ASHLEY R. RIFKIN (246602) 3 [email protected] 5040 Shoreham Place 4 San Diego, CA 92122 Telephone: (619) 525-3990 5 Facsimile: (619) 525-3991

6 Co-Lead Counsel for Plaintiffs

7 [Additional Counsel on Signature Pages]

8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION 10 Lead Case No. 4:18-cv-00920-CW 11 IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv- DERIVATIVE LITIGATION 01284-CW) 12 13 PLAINTIFFS' NOTICE OF MOTION This Document Relates To: AND UNOPPOSED MOTION FOR 14 FINAL APPROVAL OF DERIVATIVE ALL CASES. SETTLEMENT AND MEMORANDUM 15 OF POINTS AND AUTHORITIES IN SUPPORT THEREOF

16 Hearing Date: July 28, 2021 Hearing Time: 2:30 p.m. 17 Judge: Hon. Claudia Wilken 18

21 22

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1 TABLE OF CONTENTS

2 STATEMENT OF ISSUES TO BE DECIDED ...... 2

3 MEMORANDUM OF POINTS AND AUTHORITIES ...... 2 4 I. INTRODUCTION ...... 2 5 II. BACKGROUND OF THE LITIGATION...... 4 6 A. Related Securities Actions ...... 4 7 B. The California Derivative Action ...... 4 8 C. The Consolidated Delaware Action ...... 5 9 D. Non-Consolidated Delaware Actions ...... 7 10 11 1. Mays Action ...... 7 12 2. De Nicola Action ...... 7 13 E. Stockholder Jason Booth's Litigation Demands ...... 8

14 F. Settlement Efforts ...... 9

15 G. Preliminary Approval Granted and Notice to Stockholders ...... 10

16 III. THE STANDARDS FOR JUDICIAL APPROVAL OF A DERIVATIVE SETTLEMENT ...... 10 17 18 IV. THE SETTLEMENT SHOULD BE FINALLY APPROVED ...... 11 19 A. The Settlement Confers a Substantial Benefit upon GoPro ...... 11 20 B. The Risks of Establishing Liability and Damages ...... 15

21 C. The Complexity, Expense, and Likely Duration of Continued Litigation Supports Approval of the Settlement ...... 17 22 D. The Settlement Was Negotiated by the Parties with a Thorough 23 Understanding of the Strengths and Weaknesses of the Parties' Respective 24 Positions ...... 17

25 E. The Experience and Views of Counsel Favor Approval ...... 18 26 V. THE SEPARATELY NEGOTIATED ATTORNEYS' FEES AND EXPENSES SHOULD BE APPROVED ...... 19 27 28 - i - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 3 of 31

A. Unopposed Fees Negotiated at Arm's-Length Are Favored ...... 19 1 B. The Fee and Expense Amount Is Fair and Reasonable in Light of the 2 Substantial Benefits Obtained ...... 20 3 C. A Lodestar Cross-Check Supports the Fairness and Reasonableness of the 4 Fee and Expense Amount ...... 22

5 D. The Incentive Awards to Settling Shareholders Are Reasonable ...... 24

6 VI. CONCLUSION ...... 25

7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24

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TABLE OF AUTHORITIES 1 CASES ...... PAGE(S) 2 Banerjee v. Avinger, Inc., 3 No. 17-cv-3400-CW, 2018 U.S. Dist. LEXIS 184028 (N.D. Cal. Oct. 24, 2018)...... 24 4 Blum v. Stenson, 5 465 U.S. 886 (1984) ...... 23

6 Boyd v. Bechtel Corp., 485 F. Supp. 610 (N.D. Cal. 1979) ...... 17 7 Cohn v. Nelson, 8 375 F. Supp. 2d 844 (E.D. Mo. 2005)...... 17, 23 9 Feuer v. Thompson, 10 No. 10-cv-00279, 2013 WL 2950667 (N.D. Cal. June 14, 2013) ...... 22 11 Hensley v. Eckerhart, 461 U.S. 424 (1983) ...... 19 12 In re Apple Comput., Inc. Derivative Litig., 13 No. C 06-4128 JF (HRL), 2008 WL 4820784 (N.D. Cal. Nov. 5, 2008) ...... 11, 20 14 In re CNET Networks, Inc., 15 483 F. Supp. 2d 947 (N.D. Cal. 2007) ...... 16 16 In re Finisar Corp. Derivative Litig., 542 F. Supp. 2d 980 (N.D. Cal. 2008) ...... 16 17 In re Flag Telecom Holdings, Ltd. Sec. Litig., 18 No. 02-cv-3400, 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010)...... 23

19 In re Google Inc. S'holder Derivative Litig., 20 No. CV-11-0448-PJH, 2015 WL 12990195 (N.D. Cal. Jan. 21, 2015) ...... 21 21 In re GoPro, Inc., No. 2018-0784-JRS, 2020 WL 2036602 (Del. Ch. Apr. 28, 2020) ...... 7, 16 22 In re Infosonics Corp. Derivative Litig., 23 No. 06-CV-1336, 2007 WL 2572276 (S.D. Cal. Sept. 4, 2007) ...... 16

24 In re Linear Tech. Corp. Derivative Litig., 25 No. C-06-3290, 2006 WL 3533024 (N.D. Cal. Dec. 7, 2006) ...... 16 26 In re Marsh & McLennan Cos., Inc. Sec. Litig., No. 04-8144, 2009 WL 5178546 (S.D.N.Y. Dec. 23, 2009) ...... 24 27 28 - iii - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 5 of 31

In re MRV Commc'ns, Inc. Derivative Litig., 1 No. 08-03800 GAF, 2013 WL 2897874 (C.D. Cal. June 6, 2013) ...... 19 2 In re NVIDIA Corp. Derivative Litig., 3 No. C-06-06110-SBA (JCS), 2008 WL 5382544 (N.D. Cal. Dec. 22, 2008) ...... 10, 12 4 In re Openwave Sys. S'holder Derivative Litig., 503 F. Supp. 2d 1341 (N.D. Cal. 2007) ...... 16 5 In re OSI Sys., Inc. Derivative Litig., 6 No. CV-14-2910-MWF, 2017 WL 5642304 (C.D. Cal. May 2, 2017) ...... passim 7 In re Pac. Enters. Sec. Litig., 8 47 F.3d 373 (9th Cir. 1995) ...... 15, 17, 18 9 In re PMC-Sierra, Inc. Derivative Litig., No. C 06-05330, 2007 WL 2427980 (N.D. Cal. Aug. 22, 2007)...... 16 10 In re Rambus Inc. Derivative Litig., 11 No. C 06-3513 JF (HRL), 2009 WL 166689 (N.D. Cal. Jan. 20, 2009) ...... 21

12 In re VeriSign, Inc. Derivative Litig., 13 531 F. Supp. 2d 1173 (N.D. Cal. 2007) ...... 16 14 Jermyn v. Best Buy Stores, L.P., No. 08 Civ. 214 CM, 2012 WL 2505644 (S.D.N.Y. June 27, 2012)...... 24 15 Lloyd v. Gupta, 16 No. 15-CV-04183-MEJ, 2016 WL 3951652 (N.D. Cal. July 22, 2016) ...... 10

17 Maher v. Zapata Corp., 714 F.2d 436 (5th Cir. 1983) ...... 12, 21 18 19 Mills v. Elec. Auto-Lite Co., 396 U.S. 375 (1970) ...... 12, 20 20 Officers for Just. v. Civ. Serv. Comm'n, 21 688 F.2d 615 (9th Cir. 1982) ...... 11, 15, 17, 18

22 Roberti v. OSI Sys., Inc., No. 13-09174, 2015 WL 8329916 (C.D. Cal. Dec. 8, 2015) ...... 23 23 24 Seinfeld v. Coker, 847 A.2d 330 (Del. Ch. 2000)...... 23 25 Staton v. Boeing Co., 26 327 F.3d 938 (9th Cir. 2003) ...... 11 27 28 - iv - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 6 of 31

Unite Nat'l Ret. Fund v. Watts, 1 No. Civ. A. 04CV3603DMC, 2005 WL 2877899 (D.N.J. Oct. 28, 2005) ...... 11, 21 2 Vizcaino v. Microsoft Corp., 3 290 F.3d 1043 (9th Cir. 2002) ...... 22, 24 4 Zimmerman v. Bell, 800 F.2d 386 (4th Cir. 1986) ...... 10 5 STATUTES, RULES & OTHER AUTHORITIES 6 Fed. R. Civ. P. 23.1(c) ...... 11 7

8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24

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1 TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD 2 PLEASE TAKE NOTICE that on July 28, 2021, at 2:30 p.m., or as soon thereafter as 3 counsel may be heard, plaintiffs Wenduo Guo and Mario Romero ("Plaintiffs"), individually and 4 derivatively on behalf of nominal defendant GoPro, Inc. ("GoPro" on the "Company"), will move 5 unopposed pursuant to Rule 23.1 of the Federal Rules of Civil Procedure ("Rule 23.1") before the 6 Honorable Claudia Wilken, U.S. District Judge, at the U.S. District Court, Northern District of 7 California, Oakland Division, Ronald V. Dellums Federal Building & United States Courthouse, 8 1301 Clay Street, Oakland, California 94612, seeking an order granting final approval of the 9 settlement set forth in the Stipulation and Agreement of Settlement dated February 4, 2021 10 ("Stipulation" or "Stip.") (ECF No. 53-2). The Stipulation resolves all shareholder derivative 11 claims in the above-captioned consolidated shareholder derivative action pending before this Court 12 (the "California Derivative Action"), as well as claims of additional stockholders and plaintiffs in 13 related stockholder derivative actions pending in the Delaware Court of Chancery (collectively 14 referred to as the "Derivative Actions").1 15 This Unopposed Motion is based on this Memorandum of Points and Authorities, the 16 Declarations of Ashley R. Rifkin ("Rifkin Decl."), Declaration of Melissa A. Fortunato ("Fortunato 17 Decl."), Declaration of Michael J. Hynes ("Hynes Decl."), Declaration of Willem F. Jonckheer 18 ("Jonckheer Decl."), Declaration of Thomas J. McKenna ("McKenna Decl."), Declaration of 19

20 1 The Derivative Actions are comprised of this California Derivative Action; the consolidated stockholder derivative action titled In re GoPro, Inc. Stockholder Derivative Litigation, Consol. 21 C.A. No. 2018-0784-JRS (Del. Ch.) (the "Consolidated Delaware Action"); David Mays and 22 Janice Alley Living Trust UA 05/09/2014 v. Woodman, et al., C.A. No. 2018-0935-JRS (Del. Ch.) (the "Mays Trust Action") and De Nicola, et al. v. Woodman, et al., C.A. No. 2019-0119-JRS (Del. 23 Ch.) (the "De Nicola Action") (the "Non-Consolidated Delaware Actions", together with the Consolidated Delaware Action, the "Delaware Derivative Actions") (plaintiffs in this California 24 Derivative Action and the Delaware Derivative Actions are collectively referred to as "Derivative Plaintiffs"). The Settlement also includes GoPro stockholder Jason Booth, who has pending 25 litigation demands on GoPro (the "Booth Demands") (Booth and Derivative Plaintiffs are 26 collectively referred to as "Settling Shareholders"). Unless otherwise noted, all capitalized terms used herein shall have the same meanings as set forth in the Stipulation, filed with the Court on 27 February 9, 2021 (ECF No. 53-2). 28 - 1 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 8 of 31

1 Melinda A. Nicholson ("Nicholson Decl."), Declaration of David M. Promisloff ("Promisloff 2 Decl."), Declaration of Seth D. Rigrodsky ("Rigrodsky Decl."), Declaration of Alfred G. Yates 3 ("Yates Decl."), the Court's record on this matter, and other evidence and argument that may be 4 presented prior to the Court's decision on this Motion. GoPro and the Individual Defendants do 5 not oppose the relief sought in this Unopposed Motion.

6 STATEMENT OF ISSUES TO BE DECIDED 7 Whether: (i) the terms of the Settlement set forth in the Stipulation should be approved as 8 fair, reasonable, and adequate; (ii) the Notice provided to Current GoPro Shareholders fully 9 satisfied the requirements of Rule 23.1 and the requirements of due process; (iii) all Released 10 Claims against the Released Persons should be fully and finally released; (iv) the agreed-to Fee 11 and Expense Award and Incentive Awards should be approved; and (v) such other matters as the 12 Court may deem appropriate.

13 MEMORANDUM OF POINTS AND AUTHORITIES

14 I. INTRODUCTION 15 The Settlement provides substantial benefits for GoPro and is the product of vigorous 16 litigation and extensive arm's-length negotiations among the Settling Parties. On April 1, 2021, 17 this Court granted preliminary approval of the Settlement, holding that "the Settlement appears to 18 be the product of serious, informed, arm's-length negotiations, has no obvious deficiencies, 19 provides substantial value to the Company, and falls within the range of possible approval." 20 Preliminary Approval Order (ECF No. 59) at 1. 21 The Settlement provides for corporate governance reforms (the "Reforms") that directly 22 and substantively address the issues alleged in the Derivative Actions. See Stip., ¶2.1. The 23 Reforms include, among other things, the formal requirement that the Board receive presentations 24 regarding immediate issues facing the Company, which shall include information regarding the

25 Company's core products, consumer demand and/or sales forecasts, and any performance and/or 26 production defects concerning the Company's core products; adoption of a formal Disclosure 27 Committee Charter that enhances the duties and responsibilities of the management-level 28 - 2 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 9 of 31

1 Disclosure Committee to ensure the committee further fulfills its responsibility for oversight of 2 the timeliness and accuracy of the Company's public disclosures; designation of a Chief 3 Compliance Officer who shall oversee the Company's compliance framework and corporate 4 governance; improvements to the Company's Insider Trading Policy, including enhanced pre- 5 clearance protocols; Audit Committee oversight over compliance with the Insider Trading Policy; 6 and additional reforms to promote director continuing education as well as director independence 7 from management. Id. These Reforms provide for enhanced Board and executive oversight over 8 the Company's core products, performance, and related public disclosures, and will leave GoPro 9 with stronger internal controls for years to come. Id. 10 GoPro and the Derivative Defendants expressly acknowledge that these Reforms provide 11 "substantial benefits to GoPro and to Current GoPro Shareholders," and that the initiation and 12 prosecution of the California Derivative Action, the Consolidated Delaware Action, and the Booth 13 Demands "were a material cause of the adoption and implementation of the governance reforms." 14 Stip., §IV and ¶5.1. The Settlement is also supported by GoPro's independent, non-defendant 15 directors, who "acting by unanimous resolution, have determined that the Settlement confers 16 substantial benefits on GoPro and its shareholders, and is, in all respects, fair, reasonable, and in 17 the best interests of the Company and its shareholders." Id., §V. As detailed herein, these 18 substantial benefits conferred on GoPro support final approval of the Settlement. 19 After negotiating the material terms of the Settlement, the Settling Parties negotiated the 20 amount of attorneys' fees and expenses to be paid to Settling Shareholders' Counsel. As a result 21 of those negotiations, GoPro has agreed to cause its insurers to pay Settling Shareholders' Counsel 22 $400,000 in recognition of the substantial benefits conferred upon the Company ("Fee and Expense 23 Award").2 Id., ¶5.1. This Fee and Expense Award has also been approved by GoPro's 24 independent, non-defendant directors. Id., §V.

26 2 The requested Fee and Expense Award represents a negative multiplier of -6.18 on Settling Shareholders' Counsel's collective lodestar in the Derivative Matters. 27 28 - 3 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 10 of 31

1 In sum, the Settlement confers substantial benefits upon GoPro, is fair, reasonable, and 2 adequate, and should be approved in its entirety.

3 II. BACKGROUND OF THE LITIGATION

4 A. Related Securities Actions 5 On November 16, 2016, a GoPro shareholder filed a class action complaint alleging that 6 GoPro, Nicholas Woodman (GoPro's CEO), Brian McGee (GoPro's CFO), and Anthony Bates 7 (GoPro's former President) made false and misleading statements between September 19, 2016 8 and November 8, 2016 about the availability of GoPro's HERO5 camera and Karma drone and 9 2016 revenue guidance, and asserted claims under Sections 10(b) and 20(a) of the Securities 10 Exchange Act of 1934 (the "1934 Act"). See Larkin v. GoPro, Inc., et al., Case No. 16-cv-06654- 11 CW (N.D. Cal.) (the "Larkin Securities Action"). Following the Court's denial of the defendants' 12 motion to dismiss, the Larkin Securities Action proceeded to discovery. In September 2018, the 13 parties mediated the case (the "Larkin Mediation") with an experienced mediator, Robert A. 14 Meyer, and subsequently settled the Larkin Securities Action for $6.75 million. This Court granted 15 final approval of the Larkin settlement on September 20, 2019.3

16 B. The California Derivative Action 17 On August 9, 2017, plaintiff Guo made a demand pursuant to 8 Del. C. § 220 ("Section 18 220") to inspect certain of GoPro's books and records related to the Company's 2016 guidance and 19 the availability of GoPro's HERO5 camera and Karma drone. GoPro subsequently produced 20 documents to Guo subject to a confidentiality agreement (the "220 Documents"). The documents 21 produced consisted of, among other things, non-privileged portions of Board and Board committee 22 meeting minutes, agendas, and packages concerning the Karma drone, the HERO5 line of cameras, 23 and inventory reports regarding the same.

24 3 A second securities class action was filed in the U.S. District Court, Northern District of 25 California on January 9, 2018, titled Park v. GoPro, Inc., et al., Case No. 18-cv-00193-EMC (the 26 "Park Securities Action"), which alleged misstatements between November 1, 2017 and January 5, 2018. The Court granted the defendants' motion to dismiss the Park Securities Action and 27 judgment was entered for defendants on June 24, 2019. 28 - 4 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 11 of 31

1 After reviewing the 220 Documents, on February 13, 2018, Guo filed a derivative 2 complaint in this Court titled, Guo v. Woodman, et al., Case No. 18-cv-00920-CW (N.D. Cal.) (the 3 "Guo Action"), against certain of the Company's current and former officers and directors. The 4 complaint alleges that pre-suit demand on GoPro's Board is futile, and asserts claims for violations 5 of Sections 10(b) and 14(a) of the 1934 Act and for breach of fiduciary duty relating to the events 6 and circumstances at issue in the Larkin and Park Securities Actions. 7 On February 27, 2018, plaintiff Romero filed a factually related derivative complaint in 8 this Court titled, Romero v. Woodman, et al., Case No. 18-cv-01284-CW (N.D. Cal.) (the "Romero 9 Action"). The Guo Action and the Romero Action were consolidated on April 6, 2018 under the 10 name In re GoPro Stockholder Derivative Litigation, Lead Case No. 18-cv-00920-CW (N.D. 11 Cal.), and were subsequently stayed pending further events in related litigation. Guo and Romero 12 designated the Guo Action complaint as the operative complaint for the California Derivative 13 Action. After the stay was lifted, on June 15, 2020, the California Derivative Action defendants 14 filed a motion to dismiss the operative California Derivative Action complaint pursuant to Fed. R. 15 Civ. P. 23.1. That motion is currently pending.

16 C. The Consolidated Delaware Action 17 On August 31, 2017, GoPro shareholder Chaile Steinberg made a demand pursuant to 18 Section 220 to inspect similar books and records as requested by plaintiff Guo. GoPro 19 subsequently produced the 220 Documents to Steinberg pursuant to a confidentiality agreement. 20 After reviewing the 220 Documents, Steinberg filed an action titled Steinberg v. Woodman, et al., 21 C.A. No. 2018-0784-JRS in the Delaware Court of Chancery (the "Steinberg Action"). The 22 complaint alleged that pre-suit demand on GoPro's Board was futile, and asserted claims for breach 23 of fiduciary duty and insider trading relating to the events and circumstances at issue in the Larkin 24 and Park Securities Actions. 25 In September of 2017, GoPro shareholders Steve Noury and Barbara and Richard 26 Silberfeld each made Section 220 demands on GoPro seeking similar books and records as 27 requested by plaintiff Guo. GoPro subsequently produced the 220 Documents to Noury and the 28 - 5 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 12 of 31

1 Silberfelds pursuant to a confidentiality agreement. Thereafter, in February of 2018, Noury and 2 the Silberfelds each made additional Section 220 demands on GoPro seeking further books and 3 records related to similar facts and circumstances as alleged in the Park Securities Action. GoPro 4 subsequently produced additional 220 Documents to Noury and the Silberfelds pursuant to a 5 confidentiality agreement (the "2018 220 Documents"). The 2018 220 Documents consisted of, 6 among other things, non-privileged portions of Board and Board committee meeting minutes, 7 agendas, and packages concerning the Karma drone and the HERO5 and HERO6 line of cameras. 8 After reviewing the 220 Documents and the 2018 220 Documents, on November 7, 2018, Noury 9 and the Silberfelds filed a derivative complaint in the Court of Chancery titled, Noury, et al. v. 10 Woodman, et al., C.A. No. 2018-0812-JRS (the "Noury Action"). The complaint alleged that pre- 11 suit demand on GoPro's Board was futile, and asserted claims for breach of fiduciary duty and 12 insider trading relating to the events and circumstances at issue in the Larkin and Park Securities 13 Actions. 14 The Steinberg Action and the Noury Action were consolidated on December 3, 2018 under 15 the name In re GoPro, Inc. Stockholder Derivative Litigation, Consol. C.A. No. 2018-0784-JRS 16 (Del. Ch.). Steinberg, Noury, and the Silberfelds designated the complaint filed in the Noury 17 Action as the operative complaint for the Consolidated Delaware Action. The Consolidated 18 Delaware Action defendants moved to dismiss the operative complaint. The Consolidated 19 Delaware Action plaintiffs opposed the motion to dismiss4 and moved to strike certain portions of 20 the Consolidated Delaware Action defendants' arguments and supporting documents. After the 21 motion to dismiss and motion to strike were fully briefed, the Delaware Court of Chancery held 22 oral argument on the motions on February 5, 2020. On April 28, 2020, the Court of Chancery 23 granted defendants' motion to dismiss with prejudice pursuant to Del. Ch. Ct. R. 23.1 (the "April

24 4 The Consolidated Delaware Action plaintiffs noted in their answering brief in opposition to the 25 motion to dismiss that they were no longer pursuing claims based on the then-dismissed Park 26 Securities Action or any allegedly false and misleading statements occurring after February 2, 2018. 27 28 - 6 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 13 of 31

1 28 Order").5 In re GoPro, Inc., No. 2018-0784-JRS, 2020 WL 2036602 (Del. Ch. Apr. 28, 2020). 2 On May 8, 2020, plaintiffs in the Consolidated Delaware Action filed a notice of appeal of the 3 April 28 Order of dismissal to the Delaware Supreme Court. Briefing on that appeal has been 4 stayed pending this Court's review of the proposed Settlement.

5 D. Non-Consolidated Delaware Actions 6 1. Mays Action 7 On November 29, 2017, plaintiff David Mays & Janice Alley Living Trust UA 05/19/2014 8 (the "Mays Trust") made a demand pursuant to Section 220 to inspect similar books and records 9 as requested by the other plaintiffs. GoPro subsequently produced the 220 Documents to the Mays 10 Trust pursuant to a confidentiality agreement. 11 On July 27, 2018, and after reviewing the 220 Documents, the Mays Trust issued a 12 shareholder litigation demand on GoPro's Board pursuant to Del. Ch. Ct. R. 23.1 relating to the 13 events and circumstances at issue in the Larkin and Park Securities Actions. GoPro subsequently 14 informed the Mays Trust that the Board would defer its response to the demand pending further 15 developments in related securities and derivative litigation. On December 26, 2018, the Mays 16 Trust filed an action in the Delaware Court of Chancery titled David Mays & Janice Alley Living 17 Trust UA 05/19/2014 v. Woodman, et al., C.A. No. 2018-0935-JRS (the "Mays Action"), alleging 18 that the Board had wrongfully refused the demand, and asserting claims for breach of fiduciary 19 duty and insider trading. The parties agreed that no response to the complaint in the Mays Action 20 would be due until plaintiff issued written notice that defendants should respond. No such written 21 notice has yet been issued.

22 2. De Nicola Action 23 On July 30, 2018, plaintiffs Giuseppe De Nicola, Junhee Lee, and Alessandro Lobascio,6 24

25 5 The April 28, 2020 Order did not reach the motion to strike, stating that the Court of Chancery did not rely on any of the documents to which Steinberg, Noury, and the Silberfelds objected. 26 6 Plaintiffs Junhee Lee and Alessandro Lobascio subsequently sold their shares of GoPro and are 27 not parties to the Stipulation and Agreement of Settlement. 28 - 7 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 14 of 31

1 along with three other putative GoPro shareholders, issued a shareholder litigation demand on 2 GoPro's Board pursuant to Del. Ch. Ct. R. 23.1 relating to the events and circumstances at issue in 3 the Larkin and Park Securities Actions. On September 4, 2018, and while the Company was still 4 evaluating the demand, plaintiffs De Nicola, Lee, and Lobascio filed an action in California 5 Superior Court, County of San Mateo. Because the Derivative Defendants argued that this action 6 was filed in the wrong forum, plaintiffs voluntarily dismissed the California complaint and refiled 7 an action in the Delaware Court of Chancery on February 15, 2019, titled, De Nicola, et al. v. 8 Woodman, et al., C.A. No. 2019-0119-JRS (the "De Nicola Action"). Defendants filed a motion 9 to dismiss the complaint on June 7, 2019, and on August 27, 2019, plaintiffs filed an amended 10 complaint rather than oppose the motion to dismiss. The amended complaint in the De Nicola 11 Action asserts claims for breach of fiduciary duty, unjust enrichment, corporate waste, insider 12 trading, and violation of Section 14(a) of the 1934 Act. Prior to briefing on defendants' motion to 13 dismiss the amended complaint, the parties agreed to stay the action pending final resolution of 14 the motion to dismiss in the Consolidated Delaware Action.7

15 E. Stockholder Jason Booth's Litigation Demands 16 On November 29, 2016, GoPro stockholder Jason Booth, through his counsel and pursuant 17 to Del. Ch. Ct. R. 23.1, sent a letter (the "November 29, 2016 Demand") to GoPro's Board, 18 demanding that the Board take action to remedy alleged breaches of fiduciary duties by certain 19 current and/or former directors and executive officers of the Company. Thereafter, on February 20 5, 2018, pursuant to Del. Ch. Ct. R. 23.1, Booth sent a supplemental demand (collectively, with 21 the November 29, 2016 Demand, the "Booth Demands") to the Board demanding that the Board 22 take action to remedy additional alleged breaches of fiduciary duties by certain current and/or 23 7 Two other stockholders, Keith Austin and Ericka Bragg, made a demand on the Board pursuant 24 to Del. Ch. Ct. R. 23.1 related to the facts and circumstances alleged in the Larkin Securities Action. While that demand was under consideration by the Board, Austin and Bragg filed an 25 action in the Delaware Court of Chancery titled, Austin, et al. v. Woodman, et al., C.A. No. 2020- 26 0051-JRS (Del. Ch.) (the "Austin Action"), asserting that their demand was constructively refused. Defendants' deadline to respond to the complaint in the Austin Action has been extended pending 27 resolution of the appeal in the Consolidated Delaware Action. 28 - 8 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 15 of 31

1 former directors and executive officers of the Company. After receipt of the Booth Demands, 2 GoPro responded to Booth that each of the Demands had been forwarded to the Board for its 3 review and consideration. The Board further advised Booth on June 28, 2019, that the Board 4 would defer its response to the Booth Demands pending developments in related litigation, 5 including the Consolidated Delaware Action and the California Derivative Action. After issuance 6 of the April 28 Order in the Consolidated Delaware Action, on May 11, 2020, Booth wrote to 7 counsel for the Board, urging the Board to commence a formal investigation into the contents of 8 and allegations contained in the Booth Demands. On May 17, 2020, the Board responded through 9 counsel that it was continuing to monitor the Consolidated Delaware Action appeal, the California 10 Derivative Action, and related cases to assess how those developments may affect the Booth 11 Demands. The Board's final consideration of the Booth Demands remains pending.

12 F. Settlement Efforts 13 Counsel for the Derivative Defendants, the California Derivative Action, the Consolidated 14 Delaware Action, and the Booth Demands engaged in extensive efforts to resolve those actions. 15 On August 21, 2018, counsel for the California Derivative Action, the Consolidated Delaware 16 Action, and the Booth Demands sent GoPro a confidential settlement demand. On September 11, 17 2018, counsel for the California Derivative Action, the Consolidated Delaware Action, the De 18 Nicola Action, and the Booth Demands attended the day-long Larkin Mediation in San Francisco 19 with mediator, Robert A. Meyer. Although no agreement was reached during the Larkin 20 Mediation, over the next six months, counsel for the Derivative Defendants, California Derivative 21 Action, the Consolidated Delaware Action, and the Booth Demands continued a dialogue 22 regarding a potential settlement, including exchanging multiple drafts of proposed corporate 23 governance remedials. 24 Negotiations reached an impasse in February 2019, and counsel for the California 25 Derivative Action, the Consolidated Delaware Action, and the Booth Demands proceeded to 26 litigate the Consolidated Delaware Action, and thereafter the California Derivative Action. In 27 June 2020, settlement negotiations resumed between counsel for the Derivative Defendants, the 28 - 9 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 16 of 31

1 California Derivative Action, the Consolidated Delaware Action, and the Booth Demands. Over 2 the course of the next several months, counsel for the Derivative Defendants, the California 3 Derivative Action, the Consolidated Delaware Action, and the Booth Demands engaged in 4 extensive discussions regarding the details of certain settlement terms and ultimately came to 5 agreement on all substantive terms for the resolution of Settling Shareholders' derivative claims, 6 the terms of which are set forth in the Stipulation. 7 The Settling Parties then executed the Stipulation on February 4, 2021.

8 G. Preliminary Approval Granted and Notice to Stockholders 9 On April 1, 2021, the Court granted preliminary approval of the Settlement, authorized the 10 dissemination of the Notice to GoPro stockholders, and set the Settlement Hearing for July 28, 11 2021. ECF No. 59. Objections to the proposed Settlement, if any, are due to be postmarked by 12 June 16, 2021. Rifkin Decl., ¶19.

13 III. THE STANDARDS FOR JUDICIAL APPROVAL OF A DERIVATIVE SETTLEMENT 14

15 "There is a strong policy favoring compromises that resolve litigation, and case law in the 16 Ninth Circuit reflects that strong policy." In re NVIDIA Corp. Derivative Litig., No. C-06-06110- 17 SBA (JCS), 2008 WL 5382544, at *2 (N.D. Cal. Dec. 22, 2008).8 "Settlement here is favored for 18 the reasons that settlements generally are favored: disputes are resolved; the resources of litigants 19 and courts are saved; and, in the case of a derivative action, management can return its attention 20 and energy from the courtroom to the corporation itself." Zimmerman v. Bell, 800 F.2d 386, 392 21 (4th Cir. 1986). "Settlements of derivative actions are particularly favored because the cases are 22 'notoriously difficult and unpredictable.'" Lloyd v. Gupta, No. 15-CV-04183-MEJ, 2016 WL 23 3951652, at *3 (N.D. Cal. July 22, 2016). 24 Rule 23.1 governs a district court's analysis of the fairness of a settlement of a stockholder

25 derivative action. Under Rule 23.1, a derivative action "may be settled, voluntarily dismissed, or 26 8 Here, as throughout, all emphasis is deemed added and citations and footnotes are deemed 27 omitted unless otherwise noted. 28 - 10 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 17 of 31

1 compromised only with the court's approval." Fed. R. Civ. P. 23.1(c). The Ninth Circuit has 2 provided factors which may be considered in evaluating the fairness of a class action settlement, 3 some of which are applicable to a derivative settlement:

4 The district court's ultimate determination will necessarily involve a balancing of several factors which may include, among others, some or all of the following: the 5 strength of plaintiffs' case; the risk, expense, complexity, and likely duration of further litigation; the risk of maintaining class action status throughout the trial; the 6 amount offered in settlement; the extent of discovery completed, and the stage of the proceedings; the experience and views of counsel; the presence of a 7 governmental participant; and the reaction of the class members to the proposed settlement. 8 9 Officers for Just. v. Civ. Serv. Comm'n, 688 F.2d 615, 625 (9th Cir. 1982); see also Staton v. Boeing 10 Co., 327 F.3d 938, 959 (9th Cir. 2003) (same). 11 When considering these factors, the Court is to evaluate whether the Settlement as a whole 12 is fair, reasonable, and adequate to those on whose behalf the suit is brought. See Officers for 13 Just., 688 F.2d at 625. In exercising its discretion to approve a settlement, "the court's intrusion 14 upon what is otherwise a private consensual agreement negotiate between the parties to a lawsuit 15 must be limited to the extent necessary to reach a reasoned judgment that the agreement is not the 16 product of fraud or overreaching by, or collusion between, the negotiating parties, and that the 17 settlement, taken as a whole, is fair, reasonable and adequate to all concerned." Id.

18 IV. THE SETTLEMENT SHOULD BE FINALLY APPROVED 19 A. The Settlement Confers a Substantial Benefit upon GoPro

20 "'The principal factor to be considered in determining the fairness of a settlement 21 concluding a shareholders' derivative action is the extent of the benefit to be derived from the 22 proposed settlement by the corporation, the real party in interest.'" In re OSI Sys., Inc. Derivative 23 Litig., No. CV-14-2910-MWF (MRWx), 2017 WL 5642304, at *2 (C.D. Cal. May 2, 2017); see 24 also In re Apple Comput., Inc. Derivative Litig., No. C 06-4128 JF (HRL), 2008 WL 4820784, at 25 *2 (N.D. Cal. Nov. 5, 2008) (same). Corporate governance reforms that "serve to prevent and 26 protect [the company] from the reoccurrence of certain alleged wrongdoings" confer a substantial 27 benefit on the corporation, which warrants settlement approval. Unite Nat'l Ret. Fund v. Watts, 28 - 11 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 18 of 31

1 No. Civ. A. 04CV3603DMC, 2005 WL 2877899, at *5 (D.N.J. Oct. 28, 2005); see Mills v. Elec. 2 Auto-Lite Co., 396 U.S. 375, 395-96 (1970) ("a corporation may receive a 'substantial benefit' from 3 .... private stockholders' actions of this sort 'involv[ing] corporate therapeutics' ... [which] furnish 4 a benefit to all shareholders"); Maher v. Zapata Corp., 714 F.2d 436, 466 (5th Cir. 1983) ("a 5 settlement may fairly, reasonably, and adequately serve the best interests of a corporation, on 6 whose behalf the derivative action is brought, even though no direct monetary benefits are paid by 7 the defendants to the corporation"). As this court noted in the NVIDIA derivative litigation, "strong 8 corporate governance is fundamental to the economic well-being and success of a corporation" 9 and "'[c]ourts have recognized that corporate governance reforms such as those achieved here 10 provide valuable benefits to public companies.'" NVIDIA, 2008 WL 5382544, at *3. 11 Here, the Settlement guarantees GoPro and its stockholders the substantial and immediate 12 benefits of corporate governance reforms that directly address the alleged wrongdoing. Rifkin 13 Decl., ¶20. The Reforms, which will leave GoPro with stronger internal controls and greater Board 14 independence and oversight into the Company's core products and related disclosures, include:

15 a. Reports to Audit Committee on Insider Trading Compliance: The 16 General Counsel (or his or her designee) shall provide an update twice a year to the Audit 17 Committee on compliance with the Insider Trading Policy as revised above. Stip., ¶2.1(b). This 18 reform will ensure additional Board oversight of the effectiveness of the Company's insider trading 19 controls.

20 b. Disclosure Committee Charter and Related Duties: The Company will 21 formally adopt a Disclosure Committee Charter stating that the Disclosure Committee will consist 22 of, but not be limited to: General Counsel and/or Associate General Counsel, VP of Finance - 23 Accounting and Financial Reporting, with participation from and including finance teams 24 representing FP&A, Tax and Treasury, and Financial Reporting, and VP of Internal Controls, and

25 representative(s) for the following functional groups: Engineering, Sales, and Marketing. The 26 Disclosure Committee Charter will state that GoPro's policy is that all disclosures made by GoPro 27 to its security holders or to the investment community should be accurate and complete and fairly 28 - 12 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 19 of 31

1 present the Company's financial condition and results of operations in all material respects as 2 required and in compliance with applicable laws and regulations and should be made on a timely 3 basis as required by applicable laws and rules and NASDAQ Global Market rules and 4 requirements. The Disclosure Committee Charter will state that the Disclosure Committee will 5 assist the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") in fulfilling 6 their responsibilities for oversight on the accuracy and timeliness of the disclosures made by the 7 Company by being responsible for the following tasks, in each case subject to the supervision and 8 oversight of the CEO and CFO: Implement the Company's disclosures controls and procedures; 9 Monitor and periodically evaluate the effectiveness of the Company's disclosure controls and 10 procedures; Oversight of preparation of the Company's periodic reports, registration statements 11 and other information filed with or supplied to the U.S. Securities and Exchange Commission 12 ("SEC") (i.e., Form 10-K and Form 10-Q). The Disclosure Committee Charter will state that the 13 Committee shall have full access as reasonably necessary to all of the Company's books, records, 14 facilities, and personnel. Id., ¶2.1(c). These reforms are designed to promote the accurate and 15 timely disclosure of material information by ensuring the members of the Disclosure Committee 16 provide thorough oversight over the Company's public disclosures and the effectiveness of the 17 Company's disclosure controls. Rifkin Decl., ¶20.

18 c. Board Meetings and Required Discussion Points: The Board will have 19 no less than four regularly scheduled meetings each year at which it reviews and discusses at any 20 given meeting such topics as leadership continuity, management development, management 21 reports on the performance of the Company, its plans and prospects, as well as more immediate 22 issues facing the Company and on a periodic basis will be presented with information regarding: 23 (i) new core product launches and the product line-ups; (ii) consumer demand and/or sales 24 forecasts for the Company's core products; and (iii) material performance and/or production

25 defects concerning the Company's core products, including remediation efforts to resolve any 26 performance and/or production defects. Stip., ¶2.1(d). These reforms will ensure that the Board 27 is adequately informed about the Company's core products and any material issues concerning 28 - 13 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 20 of 31

1 them, thereby providing additional significant safeguards with respect to dissemination of 2 information to the investing public. Rifkin Decl., ¶20.

3 d. Director Continuing Education: The Company will encourage directors 4 to participate in continuing education programs focused on the Company's business and industry, 5 committee roles and responsibilities and legal and ethical responsibilities of directors. Stip., 6 ¶2.1(e). This reform will encourage all directors to remain knowledgeable about their fiduciary 7 duties and adequately trained on topics that are of significant importance to GoPro and its 8 stockholders. Rifkin Decl., ¶20.

9 e. Chief Compliance Officer: The Company shall formally designate the 10 General Counsel as Chief Compliance Officer with responsibility for overseeing compliance at 11 GoPro, including the oversight of the Company's compliance framework and corporate 12 governance. Stip., ¶2.1(f). This reform is designed to strengthen the Company's compliance 13 controls by ensuring that General Counsel, who is poised to be intimately knowledgeable about 14 the Company's compliance, is formally vested with the responsibility for overseeing compliance 15 and corporate governance.

16 f. Enhancements to Insider Trading Policy: The Company will amend its 17 Insider Trading Policy in the following respects: (i) expanding the definition of "Covered Person" 18 to include all employees, regardless of title; (ii) clarifying the definitions of closed trading 19 windows and special blackout periods; (iii) expanding the definition of "Pre-Clearance Group 20 Members" to include Senior Directors and above in the Finance Department; (iv) requiring that 21 pre-clearance requests be submitted 48 hours in advance for Section 16 Parties and 24 hours in 22 advance for non-Section 16 Pre-Clearance Group Members; and (v) inclusion of a new section 23 reminding directors and officers of their legal obligations relating to trading. Stip., ¶2.1(a). These 24 reforms are designed to deter insider trading by all employees by expanding the group of

25 individuals covered by the Insider Trading Policy, and enhanced protocols regarding pre-clearance 26 before trading, among other things. 27 28 - 14 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 21 of 31

1 g. Lead Independent Director: Further enhancing director independence 2 from management, the Reforms also provide that, to the extent not already included in the 3 responsibilities of the Lead Independent Director, the responsibilities shall be expanded to include 4 the duty to chair all meetings of the Board when the Chairman is not present and to lead executive 5 sessions of the Board's independent or non-management directors. Stip., ¶2.1(g).

6 h. Participation at Annual Stockholder Meeting: Absent extraordinary 7 circumstances, the Chairman of the Board (if the Chairman is not CEO) or the Lead Independent 8 Director (if the Chairman is also the CEO) shall participate in each annual stockholder meeting. 9 Should the Chairman or Lead Independent Director, per the above, be unable to participate, 10 another independent director shall participate in the annual stockholder meeting in his or her place. 11 Stip., ¶2.1(h). This reform will ensure that at least one director is in attendance at the annual 12 stockholder meeting.

13 i. Limitations on Committee Chairs: No individual member of the Board 14 shall chair more than one standing committee of the Board. Stip., ¶2.1(i). This reform is designed 15 to prevent any director serving as a committee chairman from being too extended and overloaded 16 with work, so that they can devote sufficient time and attention to their respective chair 17 responsibilities.

18 B. The Risks of Establishing Liability and Damages 19 In assessing the fairness, reasonableness, and adequacy of a settlement, the Court should 20 balance the benefits of the Settlement against the continuing risks of litigation. See Officers for 21 Just., 688 F.2d at 625. There is no question that derivative actions are complex and fraught with 22 risk. Indeed, the Ninth Circuit, in affirming the district court's approval of a settlement in a 23 derivative action, noted that "the odds of winning [a] derivative lawsuit [are] extremely small" 24 because "derivative lawsuits are rarely successful." In re Pac. Enters. Sec. Litig., 47 F.3d 373, 378

25 (9th Cir. 1995); see also OSI Systems, 2017 WL 5642304, at *3 ("derivative lawsuits are difficult 26 to win under any circumstances"). This case was no different. 27 28 - 15 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 22 of 31

1 Settling Shareholders believe that the derivative claims were meritorious, but liability was 2 by no means assured. Rifkin Decl., ¶21. Had Settling Shareholders continued to litigate, they 3 would have faced serious legal hurdles to survive past the pleading stage. Id. Indeed, on April 28, 4 2021, the Court of Chancery granted the defendants' motion to dismiss the Consolidated Delaware 5 Action with prejudice, finding that: "I have no reasonable doubt that a majority of the Demand 6 Board could exercise independent and disinterested business judgment in responding to a 7 demand." GoPro, Inc., 2020 WL 2036602, at *2. It is unclear whether the related appeal in the 8 Consolidated Delaware Action would have been successful, and/or whether Plaintiffs here would 9 be able to convince this Court that pre-suit demand was excused as futile.9 Rifkin Decl., ¶21. 10 If Settling Shareholders successfully overcame the pending appeal and/or defendants' 11 pending motion to dismiss this California Derivative Action, litigation would continue to be 12 complex, with serious risks in overcoming potential defenses and in establishing liability. Id., ¶22. 13 Even if Settling Shareholders were successful in defeating defendants' dispositive motions, and 14 ultimately established liability at trial, Settling Shareholders still faced challenges establishing and 15 collecting monetary damages. Id. 16 Faced with the risk of no recovery, the Settlement guarantees substantial benefits for GoPro 17 with the implementation of valuable corporate governance reforms that could not have been 18 obtained if the derivative claims proceeded to trial. Id., ¶23. Accordingly, the Settlement is likely 19 the best possible result and provides a substantial benefit to the Company that may not have been 20 achieved through a trial and resulting appeals. Id. 21 22 9 In fact, similar to the fate of such cases in the Delaware Court of Chancery, derivative cases are 23 frequently dismissed in this District on demand futility grounds. See, e.g., In re Linear Tech. Corp. Derivative Litig., No. C-06-3290, 2006 WL 3533024 (N.D. Cal. Dec. 7, 2006); In re Openwave 24 Sys. S'holder Derivative Litig., 503 F. Supp. 2d 1341 (N.D. Cal. 2007); In re PMC-Sierra, Inc. Derivative Litig., No. C 06-05330, 2007 WL 2427980 (N.D. Cal. Aug. 22, 2007); In re CNET 25 Networks, Inc., 483 F. Supp. 2d 947 (N.D. Cal. 2007); In re Infosonics Corp. Derivative Litig., 26 No. 06-CV-1336, 2007 WL 2572276 (S.D. Cal. Sept. 4, 2007); In re VeriSign, Inc. Derivative Litig., 531 F. Supp. 2d 1173 (N.D. Cal. 2007); In re Finisar Corp. Derivative Litig., 542 F. Supp. 27 2d 980 (N.D. Cal. 2008). 28 - 16 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 23 of 31

C. The Complexity, Expense, and Likely Duration of Continued Litigation 1 Supports Approval of the Settlement 2 Another factor weighing in favor of the Settlement is the complexity, expense, and likely 3 duration of the litigation. Officers for Just., 688 F.2d at 625; Cohn v. Nelson, 375 F. Supp. 2d 844, 4 859 (E.D. Mo. 2005). Shareholder derivative actions are notoriously complicated actions that 5 involve complex legal and factual issues that can be litigated to a conclusion on the merits only at 6 great expense over an extended period of time. Pac. Enters., 47 F.3d at 378. 7 If not for this Settlement, this California Derivative Action and the Delaware Derivative 8 Actions would have continued to be fiercely contested by the parties, not to mention additional 9 litigation stemming from the Booth Demands, the Mays Action, and the De Nicola Action. Rifkin 10 Decl., ¶24. Continued litigation would be complex, costly, and of substantial duration. Id. While 11 Settling Shareholders obtained and reviewed significant Section 220 documents, additional 12 document discovery would need to be completed, and depositions taken. At the conclusion of 13 discovery and expert reports, complex motions for summary judgment would need to be briefed 14 and argued, and a trial could occupy attorneys on both sides and the Court for weeks or months. 15 Id. And even if Settling Shareholders received a favorable judgment, it would likely be the subject 16 of post-trial motions and appeals, which would prolong the case for years with the ultimate 17 outcome uncertain. Id. 18 The Settlement obviates this expenditure of further time and expenses, and favorably 19 resolves this California Derivative Action, the Delaware Derivative Actions, the Booth Demands, 20 the Mays Action, and the De Nicola Action, in the best interests of GoPro, permitting the Company 21 to direct its full attention to business. Id., ¶25. Thus, the prospect of continued, protracted, 22 expensive, and uncertain litigation further supports approval of the Settlement, which provides 23 immediate and substantial benefits to GoPro and its stockholders. 24 D. The Settlement Was Negotiated by the Parties with a Thorough Understanding of the Strengths and Weaknesses of the Parties' Respective 25 Positions

26 The stage of the proceedings and discovery is another factor which courts consider in 27 approving a settlement. Officers for Just., 688 F.2d at 625; Boyd v. Bechtel Corp., 485 F. Supp. 28 - 17 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 24 of 31

1 610, 617 (N.D. Cal. 1979). "This factor requires the Court to evaluate whether 'the parties have 2 sufficient information to make an informed decision about settlement.'" OSI Systems, 2017 WL 3 5642304, at *4. Through Settling Shareholders' Counsel's substantial efforts, they were able to 4 credibly evaluate the strengths and weaknesses of the derivative claims and the propriety of settling 5 at this stage. Rifkin Decl., ¶27. Settling Shareholders' Counsel have conducted an extensive 6 investigation of the derivative allegations, which included: (1) reviewing and analyzing the 7 Company's public filings with the SEC, press releases, announcements, transcripts of investor 8 conference calls, news articles, and non-public documents; (2) reviewing securities analyst, 9 business, and financial media reports about the Company; (3) researching the applicable law with 10 respect to the derivative claims asserted (or which could be asserted) and the potential defenses 11 thereto; (4) researching corporate governance issues; (5) obtaining and reviewing the 220 12 Documents and the 2018 220 Documents; (6) researching, drafting, and filing complaints; 13 (7) preparing a settlement demand; (8) litigating a motion to dismiss in the Consolidated Delaware 14 Action, and analyzing the court's order thereon; (9) attending the Larkin Mediation; and 15 (10) engaging in settlement discussions with counsel for the Derivative Defendants. Rifkin Decl., 16 ¶27; Stip., §II. 17 The accumulation of the information discovered through the above efforts provided 18 Settling Shareholders and Settling Shareholders' Counsel with a clear picture of the strengths and 19 weaknesses of the derivative claims. Rifkin Decl., ¶28. Having enough information to properly 20 evaluate the claims and defenses, Settling Shareholders have resolved this California Derivative 21 Action, the Delaware Derivative Actions, the Booth Demands, the Mays Action, and the De Nicola 22 Action on a highly favorable basis to GoPro and its stockholders. Id.

23 E. The Experience and Views of Counsel Favor Approval 24 Significant weight should be attributed to the belief of experienced counsel that a 25 settlement is in the best interest of the Company. Officers for Just., 688 F.2d at 625; see also Pac. 26 Enters., 47 F.3d at 378 ("[p]arties represented by competent counsel are better positioned than 27 courts to produce a settlement that fairly reflects each party's expected outcome in litigation"). As 28 - 18 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 25 of 31

1 set forth above, the Settlement is the product of hard-fought, arm's-length negotiations by counsel 2 with a comprehensive understanding of the relevant facts and law and the relative strengths and 3 weaknesses of the claims and defenses. Rifkin Decl., ¶29. Settling Shareholders' Counsel are 4 highly experienced in shareholder derivative litigation, have litigated scores of shareholder 5 derivative actions to successful resolution, and are nationally recognized as leaders in the field of 6 shareholder rights litigation. Id., ¶29 & Ex. A; Fortunato Decl., Ex. A; Hynes Decl., Ex. A; 7 Jonckheer Decl., Ex. A; McKenna Decl., Ex. A; Nicholson Decl., Ex. A; Promisloff Decl., Ex. A; 8 Rigrodsky Decl., Ex. A; Yates Decl., Ex. A (Rifkin Decl., Exs. B-I). Settling Shareholders' 9 Counsel used their expertise to effectively and efficiently prosecute the derivative claims and 10 obtain substantial benefits for GoPro and its stockholders. Rifkin Decl., ¶30. "The involvement 11 of experienced [] counsel and the fact that the settlement agreement was reached in arm's-length 12 negotiations" create "a presumption that the agreement is fair." In re MRV Commc'ns, Inc. 13 Derivative Litig., No. 08-03800 GAF, 2013 WL 2897874, at *2 (C.D. Cal. June 6, 2013) (alteration 14 in original). Thus, counsel's well-informed recommendations strongly support approval of the 15 Settlement.

16 V. THE SEPARATELY NEGOTIATED ATTORNEYS' FEES AND EXPENSES SHOULD BE APPROVED 17 18 Settling Shareholders' Counsel's efforts in prosecuting the California Derivative Action, 19 Delaware Derivative Actions, Booth Demands, the Mays Action, and the De Nicola Action, and 20 negotiating the Settlement have conferred substantial benefits upon GoPro. In light of the 21 substantial benefits achieved, GoPro's insurer has agreed to pay $400,000 for Settling 22 Shareholders' Counsel's attorneys' fees and expenses, subject to Court approval. Stip., ¶5.1. The 23 requested Fee and Expense Award represents a negative lodestar multiplier of -6.18. Rifkin Decl., 24 ¶31.

25 A. Unopposed Fees Negotiated at Arm's-Length Are Favored 26 The U.S. Supreme Court has endorsed this type of consensual resolution of attorneys' fees 27 issues as the ideal toward which litigants should strive. Hensley v. Eckerhart, 461 U.S. 424, 437 28 - 19 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 26 of 31

1 (1983) ("A request for attorney's fees should not result in a second major litigation. Ideally, of 2 course, litigants will settle the amount of a fee."). Applying these principles to derivative 3 settlements, courts have approved separately negotiated attorneys' fees provisions and deferred to 4 corporate directors' business judgment as to the amount of attorneys' fees to be paid to plaintiffs' 5 counsel based upon the substantial benefits conferred upon the corporation. See, e.g., City of 6 Westland Police & Fire Ret. Sys. v. Sonic Sols., No. 4:07-cv-05111-CW, slip op., ¶3 (N.D. Cal. 7 Apr. 8, 2010) (approving attorneys' fee provision separately negotiated by independent directors), 8 Rifkin Decl., Ex. J. 9 Here, the Settling Parties negotiated the Fee and Expense Award after the principal terms 10 of the Settlement were agreed upon. Rifkin Decl., ¶33. The Settling Parties' negotiations were 11 based upon a knowledgeable analysis of what an appropriate fee would be for the benefits achieved 12 and the fees awarded in similar situations. Id. Settling Shareholders' Counsel negotiated with their 13 adversaries, who are attorneys employed by one of the most respected firms in the country, have 14 litigated complex shareholder actions for many years, and know the applicable law pertaining to 15 fee awards. Id. In such circumstances, the end result of those negotiations―reflecting all Settling 16 Parties' experiences as to what is appropriate―is entitled to a great deal of judicial weight. See 17 Apple, 2008 WL 4820784, at *3 (recognizing that the participation of a mediator and "involvement 18 of multiple counsel from different firms suggests a lack of collusion[,]" and that a "court should 19 refrain from substituting its own value for a properly bargained—for agreement").

20 B. The Fee and Expense Amount Is Fair and Reasonable in Light of the Substantial Benefits Obtained 21

22 Under the "substantial benefit" doctrine, counsel who prosecute a derivative action that 23 confers benefits on the corporation are entitled to an award of attorneys' fees and costs. Mills, 396 24 U.S. at 395-96 ("[A] corporation may receive a 'substantial benefit' from a [stockholders' action], 25 justifying an award of counsel fees, regardless of whether the benefit is pecuniary in nature[,]" and 26 "regardless of the relief granted, private stockholders' actions of this sort 'involve corporate 27 therapeutics,' and furnish a benefit to all shareholders."). Indeed, "courts consistently have 28 - 20 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 27 of 31

1 approved attorneys' fees and expenses in shareholder actions where the plaintiffs' efforts resulted 2 in significant corporate governance reforms but no monetary relief." In re Rambus Inc. Derivative 3 Litig., No. C 06-3513 JF (HRL), 2009 WL 166689, at *3 (N.D. Cal. Jan. 20, 2009). And courts 4 across the country have placed a significant value upon nonmonetary benefits conferred through 5 corporate governance therapeutics. See, e.g., In re Google Inc. S'holder Derivative Litig., No. CV- 6 11-0448-PJH, 2015 WL 12990195, at *1-2 (N.D. Cal. Jan. 21, 2015) (awarding $9.9 million fee 7 in settlement exclusively involving corporate governance enhancements); Unite Nat'l, 2005 WL 8 2877899, at *5 (awarding $9.2 million fee based on "the great benefit conferred upon [the 9 company] as a result of the new corporate governance principles provided for in the settlement 10 agreement"). 11 As addressed in Section IV.A., supra, the Settlement achieved by Settling Shareholders' 12 Counsel provides for the implementation of corporate governance reforms that are designed to 13 directly and substantively address the issues raised in the Derivative Actions. See Rifkin Decl., 14 ¶35. Although difficult to quantify, the therapeutic value of the Reforms and the Reforms' positive 15 effect on the Company's intrinsic value are substantial. Id.; see also Maher, 714 F.2d at 461 16 ("effects of the suit on the functioning of the corporation may have a substantially greater economic 17 impact on it, both long- and short-term, than the dollar amount of any likely judgment"). 18 These substantial benefits warrant the requested Fee and Expense Award, which is 19 consistent with fees awarded in derivative settlements that achieved comparable, nonmonetary 20 benefits. See Gould v. Cederoth, et al., Case No. 1:13-cv-02145, slip op. (N.D. Ill. Feb. 15, 2017) 21 (awarding approximately $525,000 in fees for corporate governance reforms that enhanced board 22 independence, disclosure controls, and information flow between the board and other corporate 23 officers and departments, and increased oversight over the company's risk management and 24 remediation efforts), Rifkin Decl., Ex. K; In re China Green Agriculture, Inc. Derivative S'holder 25 Litig., Lead Case No. 10 OC 00563 1B, slip op. (Nev. First Jud. Dist. Mar. 30, 2012) (awarding 26 $650,000 in fees for corporate governance reforms that enhanced the company's compliance efforts 27 and disclosure controls and provided for formal training to the finance team and regular reporting 28 - 21 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 28 of 31

1 to the board), Rifkin Decl., Ex. L; The Port Authority of Allegheny Cnty. Ret. & Disability 2 Allowance Plan for Empd. Represented by Local 85 of the Amalgamated Transit Union v. Smith, 3 et al., Case No. 3:08-cv-02046-SI, slip op. (N.D. Cal. Jul. 14, 2011) (awarding approximately 4 $750,000 in fees for corporate governance reforms that enhanced board independence and 5 oversight, among other things, but did not include some of the valuable reforms achieved here, 6 including significant oversight over the Company's core products and related disclosures), Rifkin 7 Decl., Ex. M. 8 Here, the Settling Parties all agree that the proposed Settlement and the Reforms are the 9 result of Settling Shareholders' Counsel's vigorous efforts, and that the Reforms provide substantial 10 benefits to GoPro. Stip., §IV ("GoPro acknowledges that the initiation and prosecution of the 11 California Derivative Action, the Consolidated Delaware Action, and the Booth Demands, as well 12 as discussions with counsel for the California Derivative Action, the Consolidated Delaware 13 Action, and the Booth Demands were a material cause of the adoption and implementation of the 14 governance reforms ... and that such reforms confer a substantial benefit on the Company."). Non- 15 contested fee requests are "generally [] not subjected to the same level of scrutiny as a disputed 16 fee request." Feuer v. Thompson, No. 10-cv-00279, 2013 WL 2950667, at *4 (N.D. Cal. June 14, 17 2013). Accordingly, the Fee and Expense Award negotiated by GoPro, and approved by the 18 independent directors, should be approved.

19 C. A Lodestar Cross-Check Supports the Fairness and Reasonableness of the Fee and Expense Amount 20

21 While Settling Shareholders' Counsel's fee request is based on the substantial benefits 22 achieved, the Court may look to counsel's collective "lodestar" as a cross-check for assessing the 23 reasonableness of the Fee and Expense Award. OSI Systems, 2017 WL 5642304, at *5. In 24 Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002), the Ninth Circuit approved the lodestar 25 method as a "cross-check" against a percentage award and noted that "courts have routinely 26 enhanced the lodestar to reflect the risk of non-payment in common fund cases." Id. at 1051-52; 27 see also id. at Appendix & n.6 (listing lodestar multipliers for twenty-four settlements averaging 28 - 22 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 29 of 31

1 3.28). Indeed, courts often approve positive multipliers to lodestar in derivative cases settled on 2 the basis of valuable governance reforms, noting factors such as the benefits achieved and the risk 3 of litigating on a contingent basis. See, e.g., Cohn, 375 F. Supp. 2d at 862 (approving $2.25 million 4 fee in corporate governance derivative settlement, which equated to a 2.9 multiplier, and noting 5 that "[i]n shareholder litigation, courts typically apply a multiplier of 3 to 5"); In re McKesson 6 Corp. Derivative Litig., No. 4:17-cv-01850-CW, slip op. (N.D. Cal. Apr. 22, 2020) (approving fee 7 that equated to a 2.9 lodestar multiplier), Rifkin Decl., Ex. N. 8 Here, the requested Fee and Expense Award represents a negative multiplier of -6.18. 9 Settling Shareholders' Counsel spent a total of 3,779.15 hours in connection with litigating the 10 California Derivative Action, Delaware Derivative Actions, Booth Demands, Mays Action, and 11 De Nicola Action through the date the Stipulation of Settlement was executed. See Rifkin Decl., 12 ¶¶41-48 (providing detail regarding the specific work done in connection with this litigation); 13 Fortunato Decl., ¶¶2-4; Hynes Decl., ¶¶2-4; Jonckheer Decl., ¶¶2-4; McKenna Decl., ¶¶2-4; 14 Nicholson Decl., ¶¶2-4; Promisloff Decl., ¶¶2-4; Rigrodsky Decl., ¶¶2-4; Yates Decl., ¶¶2-4. By 15 multiplying the number of hours reasonably worked by the reasonable normal hourly rate of 16 counsel, Settling Shareholders' Counsel's efforts amount to a total, collective lodestar of 17 $2,472,769.5. Rifkin Decl., ¶48. Further, the Settling Shareholders' Counsel's hourly rates are 18 reasonable in light of the current market rate for lawyers litigating similar complex actions.10 19

20 10 Settling Shareholders' Counsel's current rates are "in line with those prevailing in the community for similar services by lawyers of reasonably comparable skill, experience and reputation." Blum 21 v. Stenson, 465 U.S. 886, 895 n.11 (1984); see, e.g., Roberti v. OSI Sys., Inc., No. 13-09174, 2015 22 WL 8329916, at *7 (C.D. Cal. Dec. 8, 2015) ("Lead Counsel's attorney rates—between $525 to $975—are reasonable given that each has at least 15 years of litigation experience (upwards of 23 over 40 years of litigation experience), with the exception of ... the day-to-day litigation associate."); In re Flag Telecom Holdings, Ltd. Sec. Litig., No. 02-cv-3400, 2010 WL 4537550, at 24 *25 (S.D.N.Y. Nov. 8, 2010) ("In complex securities class actions in this Circuit and around the country, courts have repeatedly found rates similar to those charged by Lead Counsel here to be 25 reasonable; indeed, the American Lawyer recently reported that the median billing rate for partners 26 at many leading law firms exceeds $900/hour."); Seinfeld v. Coker, 847 A.2d 330, 337-38 (Del. Ch. 2000) (awarding fee amounting to more than $1,300 per hour where the litigation was not hard 27 fought, expedited proceedings were not sought, and no motion practice occurred). 28 - 23 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 30 of 31

1 Settling Shareholders' Counsel also collectively expended unreimbursed litigation costs totaling 2 approximately $3,779.15. Id. 3 In sum, the requested Fee and Expense Award of $400,000, which represents a negative 4 multiplier of -6.18, is well below the positive multiplier typically applied in other securities and 5 derivative litigation, and is unquestionably reasonable, especially in light the substantive benefits 6 achieved. See, e.g., Banerjee v. Avinger, Inc., No. 17-cv-3400-CW, 2018 U.S. Dist. LEXIS 7 184028, at *9 (N.D. Cal. Oct. 24, 2018) (0.94 lodestar multiplier "suggests that there has been no 8 collusion or self-dealing"); Jermyn v. Best Buy Stores, L.P., No. 08 Civ. 214 CM, 2012 WL 9 2505644, at *10-11 (S.D.N.Y. June 27, 2012) ("negative" lodestar multiple indicates 10 reasonableness of fee); In re Marsh & McLennan Cos., Inc. Sec. Litig., No. 04-8144, 2009 WL 11 5178546, at *20 (S.D.N.Y. Dec. 23, 2009) (fee request constituting "deep discount from ... lodestar 12 ... unquestionably supports requested ... fee"); see also Vizcaino, 290 F.3d at 1051-52, Appendix 13 & n.6 (collecting cases).

14 D. The Incentive Awards to Settling Shareholders Are Reasonable 15 In recognition of the substantial benefits that Settling Shareholders have helped create for 16 GoPro, Settling Shareholders' Counsel respectfully request that the Court approve an incentive 17 award of $1,000 for each Settling Shareholder, to be paid from the Fee and Expense Award 18 approved by the Court. Stip., ¶5.5; see OSI Systems, 2017 WL 5642304, at *5 (awarding a $5,000 19 incentive award and finding that "'[n]amed plaintiffs ... are eligible for reasonable incentive 20 payments'" and "'[a]n incentive payment to come from the attorneys' fees awarded to plaintiff's 21 counsel need not be subject to intensive scrutiny, as the interests of the corporation, the public, and 22 the defendants are not directly affected.'"). Here, Settling Shareholders have devoted time and 23 effort to initiating and diligently supervising this California Derivative Action, Delaware 24 Derivative Actions, Booth Demands, Mays Action, and De Nicola Action for years, including 25 substantial pre-filing investigative work to obtain the Section 220 Documents and 2018 Section 26 220 Documents. Settling Shareholders also willingly undertook certain responsibilities that go 27 along with litigating a representative action on behalf of a company, including maintaining their 28 - 24 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61 Filed 05/11/21 Page 31 of 31

1 ownership in GoPro stock in order to maintain standing to pursue the derivative claims on behalf 2 of the Company. See Rifkin Decl., ¶49. Thus, Settling Shareholders' Counsel respectfully requests 3 that the modest incentive award of $1,000 to each Settling Shareholder be approved.

4 VI. CONCLUSION 5 Plaintiffs respectfully submit that the Settlement is fair, reasonable, and adequate, confers 6 substantial benefits on GoPro through the adoption of valuable corporate governance changes, and 7 should be approved in its entirety.

8 Respectfully submitted,

9 DATED: May 10, 2021 ROBBINS LLP

10 /s/ Ashley R. Rifkin ASHLEY R. RIFKIN 11 BRIAN J. ROBBINS 12 5040 Shoreham Place San Diego, CA 92122 13 Telephone: (619) 525-3990 Facsimile: (619) 525-3991 14 [email protected] [email protected] 15 HYNES & HERNANDEZ, LLC 16 MICHAEL J. HYNES LIGAYA T. HERNANDEZ 17 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 18 Telephone: (484) 875-3116 Facsimile: (484) 875-9273 19 [email protected] [email protected] 20 Co-Lead Counsel for Plaintiffs 21 1516651 22 23 24

25 26 27 28 - 25 - Lead Case No. 4:18-cv-00920-CW NOTICE OF MOT. AND UNOPPOSED MOT. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MEMO. IN SUPPORT THEREOF Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 1 of 24

6 Co-Lead Counsel for Plaintiffs

8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION 10 Lead Case No. 4:18-cv-00920-CW 11 IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv- DERIVATIVE LITIGATION 01284-CW) 12 DECLARATION OF ASHLEY R. 13 This Document Relates To: RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION 14 ALL CASES. FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT 15 Hearing Date: July 28, 2021 16 Hearing Time: 2:30 p.m. Judge: Hon. Claudia Wilken 17

20 21 22 23 24

25 26 27 28 Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 2 of 24

1 I, Ashley R. Rifkin, declare as follows:

2 1. I am Of Counsel at the law firm of Robbins LLP and Co-Lead Counsel for 3 plaintiffs Wenduo Guo and Mario Romero ("Plaintiffs"). I am duly licensed to practice law in 4 the State of California and admitted to practice before this Court. I submit this declaration in 5 support of Plaintiffs' Unopposed Motion for Final Approval of Derivative Settlement. I have 6 personal knowledge of the matters stated herein and, should I be called upon, I could and would 7 testify competently thereto.1

8 I. INTRODUCTION 9 2. The Settlement provides substantial benefits for GoPro and is the product of 10 vigorous litigation and extensive arm's-length negotiations among the Settling Parties. The 11 Settlement provides for corporate governance reforms (the "Reforms") that directly and 12 substantively address the issues alleged in the Derivative Actions. See Stip., ¶2.1. GoPro and 13 the Derivative Defendants expressly acknowledge that the Reforms provide "substantial benefits 14 to GoPro and to Current GoPro Shareholders," and that the initiation and prosecution of the 15 California Derivative Action, the Consolidated Delaware Action, and the Booth Demands "were 16 a material cause of the adoption and implementation of the governance reforms." Stip., §IV and 17 ¶5.1. The Settlement is also supported by GoPro's independent, non-defendant directors, who 18 "acting by unanimous resolution, have determined that the Settlement confers substantial 19 benefits on GoPro and its shareholders, and is, in all respects, fair, reasonable, and in the best 20 interests of the Company and its shareholders." Id., §V.

21 3. After negotiating the material terms of the Settlement, the Settling Parties 22 negotiated the amount of attorneys' fees and expenses to be paid to Settling Shareholders' 23 Counsel. As a result of those negotiations, GoPro has agreed to cause its insurers to pay Settling 24

25 1 Unless otherwise noted, all capitalized terms used herein shall have the same meanings as set 26 forth in the Stipulation and Agreement of Settlement dated February 4, 2021 (ECF No. 53-2) ("Stipulation" or "Stip."). 27 28 - 1 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 3 of 24

1 Shareholders' Counsel $400,000 in recognition of the substantial benefits conferred upon the 2 Company. Id., ¶5.1. This Fee and Expense Award has also been approved by GoPro's 3 independent, non-defendant directors. Id., §V.

4 4. In sum, the Settlement confers substantial benefits upon GoPro, is fair, 5 reasonable, and adequate, and should be approved in its entirety.

6 II. BACKGROUND OF THE LITIGATION

7 A. Related Securities Actions 8 5. On November 16, 2016, a GoPro shareholder filed a class action complaint 9 alleging that GoPro, Nicholas Woodman (GoPro's CEO), Brian McGee (GoPro's CFO), and 10 Anthony Bates (GoPro's former President) made false and misleading statements between 11 September 19, 2016 and November 8, 2016 about the availability of GoPro's HERO5 camera and 12 Karma drone and 2016 revenue guidance, and asserted claims under Sections 10(b) and 20(a) of 13 the Securities Exchange Act of 1934 (the "1934 Act"). See Larkin v. GoPro, Inc., et al., Case 14 No. 16-cv-06654-CW (N.D. Cal.) (the "Larkin Securities Action"). Following the Court's denial 15 of the defendants' motion to dismiss, the Larkin Securities Action proceeded to discovery. In 16 September 2018, the parties mediated the case (the "Larkin Mediation") with an experienced 17 mediator, Robert A. Meyer, and subsequently settled the Larkin Securities Action for $6.75 18 million. This Court granted final approval of the Larkin settlement on September 20, 2019.2

19 B. The California Derivative Action 20 6. On August 9, 2017, plaintiff Guo made a demand pursuant to 8 Del. C. § 220 21 ("Section 220") to inspect certain of GoPro's books and records related to the Company's 2016 22 guidance and the availability of GoPro's HERO5 camera and Karma drone. GoPro subsequently 23

24 2 A second securities class action was filed in the U.S. District Court, Northern District of 25 California on January 9, 2018, titled Park v. GoPro, Inc., et al., Case No. 18-cv-00193-EMC (the "Park Securities Action"), which alleged misstatements between November 1, 2017 and January 26 5, 2018. The Court granted the defendants' motion to dismiss the Park Securities Action and judgment was entered for defendants on June 24, 2019. 27 28 - 2 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 4 of 24

1 produced documents to Guo subject to a confidentiality agreement (the "220 Documents"). The 2 documents produced consisted of, among other things, non-privileged portions of Board and 3 Board committee meeting minutes, agendas, and packages concerning the Karma drone, the 4 HERO5 line of cameras, and inventory reports regarding the same.

5 7. After reviewing the 220 Documents, on February 13, 2018, Guo filed a derivative 6 complaint in this Court titled, Guo v. Woodman, et al., Case No. 18-cv-00920-CW (N.D. Cal.) 7 (the "Guo Action"), against certain of the Company's current and former officers and directors. 8 The complaint alleges that pre-suit demand on GoPro's Board is futile, and asserts claims for 9 violations of Sections 10(b) and 14(a) of the 1934 Act and for breach of fiduciary duty relating to 10 the events and circumstances at issue in the Larkin and Park Securities Actions.

11 8. On February 27, 2018, plaintiff Romero filed a factually related derivative 12 complaint in this Court titled, Romero v. Woodman, et al., Case No. 18-cv-01284-CW (N.D. 13 Cal.) (the "Romero Action"). The Guo Action and the Romero Action were consolidated on 14 April 6, 2018 under the name In re GoPro Stockholder Derivative Litigation, Lead Case No. 18- 15 cv-00920-CW (N.D. Cal.), and were subsequently stayed pending further events in related 16 litigation. Guo and Romero designated the Guo Action complaint as the operative complaint for 17 the California Derivative Action. After the stay was lifted, on June 15, 2020, the California 18 Derivative Action defendants filed a motion to dismiss the operative California Derivative 19 Action complaint pursuant to Fed. R. Civ. P. 23.1. That motion is currently pending.

20 C. The Consolidated Delaware Action 21 9. On August 31, 2017, GoPro shareholder Chaile Steinberg made a demand 22 pursuant to Section 220 to inspect similar books and records as requested by plaintiff Guo. 23 GoPro subsequently produced the 220 Documents to Steinberg pursuant to a confidentiality 24 agreement. After reviewing the 220 Documents, Steinberg filed an action titled Steinberg v. 25 Woodman, et al., C.A. No. 2018-0784-JRS in the Delaware Court of Chancery (the "Steinberg 26 Action"). The complaint alleged that pre-suit demand on GoPro's Board was futile, and asserted 27 28 - 3 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 5 of 24

1 claims for breach of fiduciary duty and insider trading relating to the events and circumstances at 2 issue in the Larkin and Park Securities Actions.

3 10. In September of 2017, GoPro shareholders Steve Noury and Barbara and Richard 4 Silberfeld each made Section 220 demands on GoPro seeking similar books and records as 5 requested by plaintiff Guo. GoPro subsequently produced the 220 Documents to Noury and the 6 Silberfelds pursuant to a confidentiality agreement. Thereafter, in February of 2018, Noury and 7 the Silberfelds each made additional Section 220 demands on GoPro seeking further books and 8 records related to similar facts and circumstances as alleged in the Park Securities Action. 9 GoPro subsequently produced additional 220 Documents to Noury and the Silberfelds pursuant 10 to a confidentiality agreement (the "2018 220 Documents"). The 2018 220 Documents consisted 11 of, among other things, non-privileged portions of Board and Board committee meeting minutes, 12 agendas, and packages concerning the Karma drone and the HERO5 and HERO6 line of 13 cameras. After reviewing the 220 Documents and the 2018 220 Documents, on November 7, 14 2018, Noury and the Silberfelds filed a derivative complaint in the Court of Chancery titled, 15 Noury, et al. v. Woodman, et al., C.A. No. 2018-0812-JRS (the "Noury Action"). The complaint 16 alleged that pre-suit demand on GoPro's Board was futile, and asserted claims for breach of 17 fiduciary duty and insider trading relating to the events and circumstances at issue in the Larkin 18 and Park Securities Actions.

19 11. The Steinberg Action and the Noury Action were consolidated on December 3, 20 2018 under the name In re GoPro, Inc. Stockholder Derivative Litigation, Consol. C.A. No. 21 2018-0784-JRS (Del. Ch.). Steinberg, Noury, and the Silberfelds designated the complaint filed 22 in the Noury Action as the operative complaint for the Consolidated Delaware Action. The 23 Consolidated Delaware Action defendants moved to dismiss the operative complaint. The 24 Consolidated Delaware Action plaintiffs opposed the motion to dismiss3 and moved to strike 25

26 3 The Consolidated Delaware Action plaintiffs noted in their answering brief in opposition to the 27 motion to dismiss that they were no longer pursuing claims based on the then-dismissed Park

28 - 4 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 6 of 24

1 certain portions of the Consolidated Delaware Action defendants' arguments and supporting 2 documents. After the motion to dismiss and motion to strike were fully briefed, the Delaware 3 Court of Chancery held oral argument on the motions on February 5, 2020. On April 28, 2020, 4 the Court of Chancery granted defendants' motion to dismiss with prejudice pursuant to Del. Ch. 5 Ct. R. 23.1 (the "April 28 Order").4 In re GoPro, Inc., No. 2018-0784-JRS, 2020 WL 2036602 6 (Del. Ch. Apr. 28, 2020). On May 8, 2020, plaintiffs in the Consolidated Delaware Action filed 7 a notice of appeal of the April 28 Order of dismissal to the Delaware Supreme Court. Briefing 8 on that appeal has been stayed pending this Court's review of the proposed Settlement.

9 D. Non-Consolidated Delaware Actions 10 1. Mays Action 11 12. On November 29, 2017, plaintiff David Mays & Janice Alley Living Trust UA 12 05/19/2014 (the "Mays Trust") made a demand pursuant to Section 220 to inspect similar books 13 and records as requested by the other plaintiffs. GoPro subsequently produced the 220 14 Documents to the Mays Trust pursuant to a confidentiality agreement.

15 13. On July 27, 2018, and after reviewing the 220 Documents, the Mays Trust issued 16 a shareholder litigation demand on GoPro's Board pursuant to Del. Ch. Ct. R. 23.1 relating to the 17 events and circumstances at issue in the Larkin and Park Securities Actions. GoPro 18 subsequently informed the Mays Trust that the Board would defer its response to the demand 19 pending further developments in related securities and derivative litigation. On December 26, 20 2018, the Mays Trust filed an action in the Delaware Court of Chancery titled David Mays & 21 Janice Alley Living Trust UA 05/19/2014 v. Woodman, et al., C.A. No. 2018-0935-JRS (the 22 "Mays Action"), alleging that the Board had wrongfully refused the demand, and asserting claims 23 for breach of fiduciary duty and insider trading. The parties agreed that no response to the 24

25 Securities Action or any allegedly false and misleading statements occurring after February 2, 2018. 26 4 The April 28, 2020 Order did not reach the motion to strike, stating that the Court of Chancery did not rely on any of the documents to which Steinberg, Noury, and the Silberfelds objected. 27 28 - 5 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 7 of 24

1 complaint in the Mays Action would be due until plaintiff issued written notice that defendants

2 should respond. No such written notice has yet been issued.

3 2. De Nicola Action 4 14. On July 30, 2018, plaintiffs Giuseppe De Nicola, Junhee Lee, and Alessandro 5 Lobascio,5 along with three other putative GoPro shareholders, issued a shareholder litigation 6 demand on GoPro's Board pursuant to Del. Ch. Ct. R. 23.1 relating to the events and 7 circumstances at issue in the Larkin and Park Securities Actions. On September 4, 2018, and 8 while the Company was still evaluating the demand, plaintiffs De Nicola, Lee, and Lobascio 9 filed an action in California Superior Court, County of San Mateo. Because the Derivative 10 Defendants argued that this action was filed in the wrong forum, plaintiffs voluntarily dismissed 11 the California complaint and refiled an action in the Delaware Court of Chancery on February 12 15, 2019, titled, De Nicola, et al. v. Woodman, et al., C.A. No. 2019-0119-JRS (the "De Nicola 13 Action"). Defendants filed a motion to dismiss the complaint on June 7, 2019, and on August 14 27, 2019, plaintiffs filed an amended complaint rather than oppose the motion to dismiss. The 15 amended complaint in the De Nicola Action asserts claims for breach of fiduciary duty, unjust 16 enrichment, corporate waste, insider trading, and violation of Section 14(a) of the 1934 Act. 17 Prior to briefing on defendants' motion to dismiss the amended complaint, the parties agreed to 18 stay the action pending final resolution of the motion to dismiss in the Consolidated Delaware 19 Action.6 20 21

22 5 Plaintiffs Junhee Lee and Alessandro Lobascio subsequently sold their shares of GoPro and are 23 not parties to the Stipulation and Agreement of Settlement. 6 Two other stockholders, Keith Austin and Ericka Bragg, made a demand on the Board pursuant 24 to Del. Ch. Ct. R. 23.1 related to the facts and circumstances alleged in the Larkin Securities Action. While that demand was under consideration by the Board, Austin and Bragg filed an 25 action in the Delaware Court of Chancery titled, Austin, et al. v. Woodman, et al., C.A. No. 2020-0051-JRS (Del. Ch.) (the "Austin Action"), asserting that their demand was constructively 26 refused. Defendants' deadline to respond to the complaint in the Austin Action has been extended pending resolution of the appeal in the Consolidated Delaware Action. 27 28 - 6 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 8 of 24

E. Stockholder Jason Booth's Litigation Demands 1 15. On November 29, 2016, GoPro stockholder Jason Booth, through his counsel and 2 pursuant to Del. Ch. Ct. R. 23.1, sent a letter (the "November 29, 2016 Demand") to GoPro's 3 Board, demanding that the Board take action to remedy alleged breaches of fiduciary duties by 4 certain current and/or former directors and executive officers of the Company. Thereafter, on 5 February 5, 2018, pursuant to Del. Ch. Ct. R. 23.1, Booth sent a supplemental demand 6 (collectively, with the November 29, 2016 Demand, the "Booth Demands") to the Board 7 demanding that the Board take action to remedy additional alleged breaches of fiduciary duties 8 by certain current and/or former directors and executive officers of the Company. After receipt 9 of the Booth Demands, GoPro responded to Booth that each of the Demands had been forwarded 10 to the Board for its review and consideration. The Board further advised Booth on June 28, 11 2019, that the Board would defer its response to the Booth Demands pending developments in 12 related litigation, including the Consolidated Delaware Action and the California Derivative 13 Action. After issuance of the April 28 Order in the Consolidated Delaware Action, on May 11, 14 2020, Booth wrote to counsel for the Board, urging the Board to commence a formal 15 investigation into the contents of and allegations contained in the Booth Demands. On May 17, 16 2020, the Board responded through counsel that it was continuing to monitor the Consolidated 17 Delaware Action appeal, the California Derivative Action, and related cases to assess how those 18 developments may affect the Booth Demands. The Board's final consideration of the Booth 19 Demands remains pending. 20 F. Settlement Efforts 21 16. Counsel for the Derivative Defendants, the California Derivative Action, the 22 Consolidated Delaware Action, and the Booth Demands engaged in extensive efforts to resolve 23 those actions. On August 21, 2018, counsel for the California Derivative Action, the 24 Consolidated Delaware Action, and the Booth Demands sent GoPro a confidential settlement 25 demand. On September 11, 2018, counsel for the California Derivative Action, the Consolidated 26 Delaware Action, the De Nicola Action, and the Booth Demands attended the day-long Larkin 27 28 - 7 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 9 of 24

1 Mediation in San Francisco with mediator, Robert A. Meyer. Although no agreement was 2 reached during the Larkin Mediation, over the next six months, counsel for the Derivative 3 Defendants, California Derivative Action, the Consolidated Delaware Action, and the Booth 4 Demands continued a dialogue regarding a potential settlement, including exchanging multiple 5 drafts of proposed corporate governance remedials.

6 17. Negotiations reached an impasse in February 2019, and counsel for the California 7 Derivative Action, the Consolidated Delaware Action, and the Booth Demands proceeded to 8 litigate the Consolidated Delaware Action, and thereafter the California Derivative Action. In 9 June 2020, settlement negotiations resumed between counsel for the Derivative Defendants, the 10 California Derivative Action, the Consolidated Delaware Action, and the Booth Demands. Over 11 the course of the next several months, counsel for the Derivative Defendants, the California 12 Derivative Action, the Consolidated Delaware Action, and the Booth Demands engaged in 13 extensive discussions regarding the details of certain settlement terms and ultimately came to 14 agreement on all substantive terms for the resolution of Settling Shareholders' derivative claims, 15 the terms of which are set forth in the Stipulation.

16 18. The Settling Parties then executed the Stipulation on February 4, 2021.

17 G. Preliminary Approval Granted and Notice to Stockholders 18 19. On April 1, 2021, the Court granted preliminary approval of the Settlement, 19 authorized the dissemination of the Notice to GoPro stockholders, and set the Settlement Hearing 20 for July 28, 2021. ECF No. 59. Objections to the proposed Settlement, if any, are due to be 21 postmarked by June 16, 2021.

22 III. THE SETTLEMENT SHOULD BE FINALLY APPROVED

23 A. The Settlement Confers a Substantial Benefit upon GoPro 24 20. Here, the Settlement guarantees GoPro and its stockholders the substantial and 25 immediate benefits of corporate governance reforms that directly address the alleged 26 wrongdoing. The Reforms, which will leave GoPro with stronger internal controls and greater 27 28 - 8 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 10 of 24

1 Board independence and oversight into the Company's core products and related disclosures, 2 include:

3 (a) Reports to Audit Committee on Insider Trading Compliance: The 4 General Counsel (or his or her designee) shall provide an update twice a year to the Audit 5 Committee on compliance with the Insider Trading Policy as revised above. Stip., ¶2.1(b). This 6 reform will ensure additional Board oversight of the effectiveness of the Company's insider 7 trading controls.

8 (b) Disclosure Committee Charter and Related Duties: The Company will 9 formally adopt a Disclosure Committee Charter stating that the Disclosure Committee will 10 consist of, but not be limited to: General Counsel and/or Associate General Counsel, VP of 11 Finance - Accounting and Financial Reporting, with participation from and including finance 12 teams representing FP&A, Tax and Treasury, and Financial Reporting, and VP of Internal 13 Controls, and representative(s) for the following functional groups: Engineering, Sales, and 14 Marketing. The Disclosure Committee Charter will state that GoPro's policy is that all 15 disclosures made by GoPro to its security holders or to the investment community should be 16 accurate and complete and fairly present the Company's financial condition and results of 17 operations in all material respects as required and in compliance with applicable laws and 18 regulations and should be made on a timely basis as required by applicable laws and rules and 19 NASDAQ Global Market rules and requirements. The Disclosure Committee Charter will state 20 that the Disclosure Committee will assist the Chief Executive Officer ("CEO") and the Chief 21 Financial Officer ("CFO") in fulfilling their responsibilities for oversight on the accuracy and 22 timeliness of the disclosures made by the Company by being responsible for the following tasks, 23 in each case subject to the supervision and oversight of the CEO and CFO: Implement the 24 Company's disclosures controls and procedures; Monitor and periodically evaluate the

25 effectiveness of the Company's disclosure controls and procedures; Oversight of preparation of 26 the Company's periodic reports, registration statements and other information filed with or 27 supplied to the U.S. Securities and Exchange Commission ("SEC") (i.e., Form 10-K and Form 28 - 9 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 11 of 24

1 10-Q). The Disclosure Committee Charter will state that the Committee shall have full access as 2 reasonably necessary to all of the Company's books, records, facilities, and personnel. Stip., 3 ¶2.1(c). These reforms are designed to promote the accurate and timely disclosure of material 4 information by ensuring the members of the Disclosure Committee provide thorough oversight 5 over the Company's public disclosures and the effectiveness of the Company's disclosure 6 controls.

7 (c) Board Meetings and Required Discussion Points: The Board will have 8 no less than four regularly scheduled meetings each year at which it reviews and discusses at any 9 given meeting such topics as leadership continuity, management development, management 10 reports on the performance of the Company, its plans and prospects, as well as more immediate 11 issues facing the Company and on a periodic basis will be presented with information regarding: 12 (i) new core product launches and the product line-ups; (ii) consumer demand and/or sales 13 forecasts for the Company's core products; and (iii) material performance and/or production 14 defects concerning the Company's core products, including remediation efforts to resolve any 15 performance and/or production defects. Stip., ¶2.1(d). These reforms will ensure that the Board 16 is adequately informed about the Company's core products and any material issues concerning 17 them, thereby providing additional significant safeguards with respect to dissemination of 18 information to the investing public.

19 (d) Director Continuing Education: The Company will encourage directors 20 to participate in continuing education programs focused on the Company's business and industry, 21 committee roles and responsibilities and legal and ethical responsibilities of directors. Stip., 22 ¶2.1(e). This reform will encourage all directors to remain knowledgeable about their fiduciary 23 duties and adequately trained on topics that are of significant importance to GoPro and its 24 stockholders.

25 (e) Chief Compliance Officer: The Company shall formally designate the 26 General Counsel as Chief Compliance Officer with responsibility for overseeing compliance at 27 GoPro, including the oversight of the Company's compliance framework and corporate 28 - 10 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 12 of 24

1 governance. Stip., ¶2.1(f). This reform is designed to strengthen the Company's compliance 2 controls by ensuring that General Counsel, who is poised to be intimately knowledgeable about 3 the Company's compliance, is formally vested with the responsibility for overseeing compliance 4 and corporate governance.

5 (f) Enhancements to Insider Trading Policy: The Company will amend its 6 Insider Trading Policy in the following respects: (i) expanding the definition of "Covered 7 Person" to include all employees, regardless of title; (ii) clarifying the definitions of closed 8 trading windows and special blackout periods; (iii) expanding the definition of "Pre-Clearance 9 Group Members" to include Senior Directors and above in the Finance Department; 10 (iv) requiring that pre-clearance requests be submitted 48 hours in advance for Section 16 Parties 11 and 24 hours in advance for non-Section 16 Pre-Clearance Group Members; and (v) inclusion of 12 a new section reminding directors and officers of their legal obligations relating to trading. Stip., 13 ¶2.1(a). These reforms are designed to deter insider trading by all employees by expanding the 14 group of individuals covered by the Insider Trading Policy, and enhanced protocols regarding 15 pre-clearance before trading, among other things.

16 (g) Lead Independent Director: Further enhancing director independence 17 from management, the Reforms also provide that, to the extent not already included in the 18 responsibilities of the Lead Independent Director, the responsibilities shall be expanded to 19 include the duty to chair all meetings of the Board when the Chairman is not present and to lead 20 executive sessions of the Board's independent or non-management directors. Stip., ¶2.1(g).

21 (h) Participation at Annual Stockholder Meeting: Absent extraordinary 22 circumstances, the Chairman of the Board (if the Chairman is not CEO) or the Lead Independent 23 Director (if the Chairman is also the CEO) shall participate in each annual stockholder meeting. 24 Should the Chairman or Lead Independent Director, per the above, be unable to participate,

25 another independent director shall participate in the annual stockholder meeting in his or her 26 place. Stip., ¶2.1(h). This reform will ensure that at least one director is in attendance at the 27 annual stockholder meeting. 28 - 11 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 13 of 24

1 (i) Limitations on Committee Chairs: No individual member of the Board 2 shall chair more than one standing committee of the Board. Stip., ¶2.1(i). This reform is 3 designed to prevent any director serving as a committee chairman from being too extended and 4 overloaded with work, so that they can devote sufficient time and attention to their respective 5 chair responsibilities.

6 B. The Risks of Establishing Liability and Damages 7 21. Derivative actions are complex and fraught with risk. This case was no different. 8 Settling Shareholders believe that the derivative claims were meritorious, but liability was by no 9 means assured. Had Settling Shareholders continued to litigate, they would have faced serious 10 legal hurdles to survive past the pleading stage. Indeed, on April 28, 2021, the Court of 11 Chancery granted the defendants' motion to dismiss the Consolidated Delaware Action with 12 prejudice, finding that: "I have no reasonable doubt that a majority of the Demand Board could 13 exercise independent and disinterested business judgment in responding to a demand." GoPro, 14 Inc., 2020 WL 2036602, at *2. It is unclear whether the related appeal in the Consolidated 15 Delaware Action would have been successful, and/or whether Plaintiffs here would be able to 16 convince this Court that pre-suit demand was excused as futile.

17 22. If Settling Shareholders successfully overcame the pending appeal and/or 18 defendants' pending motion to dismiss this California Derivative Action, litigation would 19 continue to be complex, with serious risks in overcoming potential defenses and in establishing 20 liability. Even if Settling Shareholders were successful in defeating defendants' dispositive 21 motions, and ultimately established liability at trial, Settling Shareholders still faced challenges 22 establishing and collecting monetary damages.

23 23. Faced with the risk of no recovery, the Settlement guarantees substantial benefits 24 for GoPro with the implementation of valuable corporate governance reforms that could not have 25 been obtained if the derivative claims proceeded to trial. Accordingly, the Settlement is likely 26 the best possible result and provides a substantial benefit to the Company that may not have been 27 achieved through a trial and resulting appeals. 28 - 12 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 14 of 24

C. The Complexity, Expense, and Likely Duration of Continued Litigation 1 Supports Approval of the Settlement 2 24. Another factor weighing in favor of the Settlement is the complexity, expense, 3 and likely duration of the litigation. Officers for Just. v. Civ. Serv. Comm'n, 688 F.2d 615, 625 4 (9th Cir. 1982); Cohn v. Nelson, 375 F. Supp. 2d 844, 859 (E.D. Mo. 2005). If not for this 5 Settlement, this California Derivative Action and the Delaware Derivative Actions would have 6 continued to be fiercely contested by the parties, not to mention additional litigation stemming 7 from the Booth Demands, the Mays Action, and the De Nicola Action. Continued litigation 8 would be complex, costly, and of substantial duration. While Settling Shareholders obtained and 9 reviewed significant Section 220 documents, additional document discovery would need to be 10 completed, and depositions taken. At the conclusion of discovery and expert reports, complex 11 motions for summary judgment would need to be briefed and argued, and a trial could occupy 12 attorneys on both sides and the Court for weeks or months. And even if Settling Shareholders 13 received a favorable judgment, it would likely be the subject of post-trial motions and appeals, 14 which would prolong the case for years with the ultimate outcome uncertain.

15 25. The Settlement obviates this expenditure of further time and expenses, and 16 favorably resolves this California Derivative Action, the Delaware Derivative Actions, the Booth 17 Demands, the Mays Action, and the De Nicola Action in the best interests of GoPro, permitting 18 the Company to direct its full attention to business. Thus, the prospect of continued, protracted, 19 expensive, and uncertain litigation further supports approval of the Settlement, which provides 20 immediate and substantial benefits to GoPro and its stockholders.

21 D. The Settlement Was Negotiated by the Parties with a Thorough Understanding of the Strengths and Weaknesses of the Parties' Respective 22 Positions 23 26. The stage of the proceedings and discovery is another factor which courts 24 consider in approving a settlement. Officers for Just., 688 F.2d at 625; Boyd v. Bechtel Corp., 25 485 F. Supp. 610, 617 (N.D. Cal. 1979). "This factor requires the Court to evaluate whether 'the 26 parties have sufficient information to make an informed decision about settlement.'" In re OSI 27 28 - 13 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 15 of 24

1 Sys., Inc. Derivative Litig., No. CV-14-2910-MWF (MRWx), 2017 WL 5642304, at *4 (C.D. 2 Cal. May 2, 2017).

3 27. Through Settling Shareholders' Counsel's substantial efforts, they were able to 4 credibly evaluate the strengths and weaknesses of the derivative claims and the propriety of 5 settling at this stage. Settling Shareholders' Counsel have conducted an extensive investigation 6 of the derivative allegations, which included: (1) reviewing and analyzing the Company's public 7 filings with the SEC, press releases, announcements, transcripts of investor conference calls, 8 news articles, and non-public documents; (2) reviewing securities analyst, business, and financial 9 media reports about the Company; (3) researching the applicable law with respect to the 10 derivative claims asserted (or which could be asserted) and the potential defenses thereto; 11 (4) researching corporate governance issues; (5) obtaining and reviewing the 220 Documents and 12 the 2018 220 Documents; (6) researching, drafting, and filing complaints; (7) preparing 13 settlement demands; (8) litigating a motion to dismiss in the Consolidated Delaware Action, and 14 analyzing the court's order thereon; (9) attending the Larkin Mediation; and (10) engaging in 15 settlement discussions with counsel for the Derivative Defendants. Stip., §II.

16 28. The accumulation of the information discovered through the above efforts 17 provided Settling Shareholders and Settling Shareholders' Counsel with a clear picture of the 18 strengths and weaknesses of the derivative claims. Having enough information to properly 19 evaluate the claims and defenses, Settling Shareholders have resolved this California Derivative 20 Action, the Delaware Derivative Actions, the Booth Demands, the Mays Action, and the De 21 Nicola Action on a highly favorable basis to GoPro and its stockholders.

22 E. The Experience and Views of Counsel Favor Approval 23 29. Significant weight should be attributed to the belief of experienced counsel that a 24 settlement is in the best interest of the Company. Officers for Just., 688 F.2d at 625. As set forth 25 above, the Settlement is the product of hard-fought, arm's-length negotiations by counsel with a 26 comprehensive understanding of the relevant facts and law and the relative strengths and 27 weaknesses of the claims and defenses. Settling Shareholders' Counsel are highly experienced in 28 - 14 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 16 of 24

1 shareholder derivative litigation, have litigated scores of shareholder derivative actions to 2 successful resolution, and are nationally recognized as leaders in the field of shareholder rights 3 litigation. See Declaration of Melissa A. Fortunato ("Fortunato Decl."), Ex. A; Declaration of 4 Michael J. Hynes ("Hynes Decl."), Ex. A; Declaration of Willem F. Jonckheer ("Jonckheer 5 Decl."), Ex. A; Declaration of Thomas J. McKenna ("McKenna Decl."), Ex. A; Declaration of 6 Melinda A. Nicholson ("Nicholson Decl."), Ex. A; Declaration of David M. Promisloff 7 ("Promisloff Decl."), Ex. A; Declaration of Seth D. Rigrodsky ("Rigrodsky Decl."), Ex. A; 8 Declaration of Alfred G. Yates ("Yates Decl."), Ex. A (attached hereto as Exhibits B-I).

9 30. Settling Shareholders' Counsel used their expertise to effectively and efficiently 10 prosecute the derivative claims and obtain substantial benefits for GoPro and its stockholders. 11 Thus, counsel's well-informed recommendations strongly support approval of the Settlement.

12 IV. THE SEPARATELY NEGOTIATED ATTORNEYS' FEES AND EXPENSES SHOULD BE APPROVED 13

14 31. Settling Shareholders' Counsel's efforts in prosecuting the California Derivative 15 Action, Delaware Derivative Actions, Booth Demands, Mays Action, and De Nicola Action, and 16 negotiating the Settlement have conferred substantial benefits upon GoPro. In light of the 17 substantial benefits achieved, GoPro's insurer has agreed to pay $400,000 for Settling 18 Shareholders' Counsel's attorneys' fees and expenses, subject to Court approval. Stip., ¶5.1. The 19 requested Fee and Expense Award represents a negative lodestar multiplier of -6.18.

20 A. Unopposed Fees Negotiated at Arm's-Length Are Favored 21 32. The U.S. Supreme Court has endorsed this type of consensual resolution of 22 attorneys' fees issues as the ideal toward which litigants should strive. Hensley v. Eckerhart, 461 23 U.S. 424, 437 (1983) ("A request for attorney's fees should not result in a second major 24 litigation. Ideally, of course, litigants will settle the amount of a fee."). Applying these

25 principles to derivative settlements, courts have approved separately negotiated attorneys' fees 26 provisions and deferred to corporate directors' business judgment as to the amount of attorneys' 27 fees to be paid to plaintiffs' counsel based upon the substantial benefits conferred upon the 28 - 15 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 17 of 24

1 corporation. See, e.g., City of Westland Police & Fire Ret. Sys. v. Sonic Sols., No. 4:07-cv- 2 05111-CW, slip op., ¶3 (N.D. Cal. Apr. 8, 2010) (approving attorneys' fee provision separately 3 negotiated by independent directors), Ex. J.

4 33. Here, the Settling Parties negotiated the Fee and Expense Award after the 5 principal terms of the Settlement were agreed upon. The Settling Parties' negotiations were 6 based upon a knowledgeable analysis of what an appropriate fee would be for the benefits 7 achieved and the fees awarded in similar situations. Settling Shareholders' Counsel negotiated 8 with their adversaries, who are attorneys employed by one of the most respected firms in the 9 country, have litigated complex shareholder actions for many years, and know the applicable law 10 pertaining to fee awards. In such circumstances, the end result of those negotiations―reflecting 11 all Settling Parties' experiences as to what is appropriate—is entitled to a great deal of judicial 12 weight. See In re Apple Comput., Inc. Derivative Litig., No. C 06-4128 JF (HRL), 2008 WL 13 4820784, at *3 (N.D. Cal. Nov. 5, 2008) (recognizing that the participation of a mediator and 14 "involvement of multiple counsel from different firms suggests a lack of collusion[,]" and that a 15 "court should refrain from substituting its own value for a properly bargained—for agreement").

16 B. The Fee and Expense Amount Is Fair and Reasonable in Light of the Substantial Benefits Obtained 17 34. Under the "substantial benefit" doctrine, counsel who prosecute a derivative 18 action that confers benefits on the corporation are entitled to an award of attorneys' fees and 19 costs. Mills v. Elec. Auto-Lite Co., 396 U.S. 375, 395-96 (1970) ("[A] corporation may receive a 20 'substantial benefit' from a [stockholders' action], justifying an award of counsel fees, regardless 21 of whether the benefit is pecuniary in nature[,]" and "regardless of the relief granted, private 22 stockholders' actions of this sort 'involve corporate therapeutics,' and furnish a benefit to all 23 shareholders."). 24 35. As addressed in Section III.A., supra, the Settlement achieved by Settling 25 Shareholders' Counsel provides for the implementation of corporate governance reforms that are 26 designed to directly and substantively address the issues raised in the Derivative Actions. 27 28 - 16 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 18 of 24

1 Although difficult to quantify, the therapeutic value of the Reforms and the Reforms' positive 2 effect on the Company's intrinsic value are substantial.

3 36. These substantial benefits warrant the requested Fee and Expense Award, which 4 is consistent with fees awarded in derivative settlements that achieved comparable, nonmonetary 5 benefits. See Gould v. Cederoth, et al., Case No. 1:13-cv-02145, slip op. (N.D. Ill. Feb. 15, 6 2017) (awarding approximately $525,000 in fees for corporate governance reforms that enhanced 7 board independence, disclosure controls, and information flow between the board and other 8 corporate officers and departments, and increased oversight over the company's risk management 9 and remediation efforts), Ex. K; In re China Green Agriculture, Inc. Derivative S'holder Litig., 10 Lead Case No. 10 OC 00563 1B, slip op. (Nev. First Jud. Dist. Mar. 30, 2012) (awarding 11 $650,000 in fees for corporate governance reforms that enhanced the company's compliance 12 efforts and disclosure controls and provided for formal training to the finance team and regular 13 reporting to the board), Ex. L; The Port Authority of Allegheny Cnty. Ret. & Disability 14 Allowance Plan for Empd. Represented by Local 85 of the Amalgamated Transit Union v. Smith, 15 et al., Case No. 3:08-cv-02046-SI, slip op. (N.D. Cal. Jul. 14, 2011) (awarding approximately 16 $750,000 in fees for corporate governance reforms that enhanced board independence and 17 oversight, among other things, but did not include some of the valuable reforms achieved here, 18 including significant oversight over the Company's core products and related disclosures), Ex. 19 M.

20 37. Here, the Settling Parties all agree that the proposed Settlement and the Reforms 21 are the result of Settling Shareholders' Counsel's vigorous efforts, and that the Reforms provide 22 substantial benefits to GoPro. Stip., §IV ("GoPro acknowledges that the initiation and 23 prosecution of the California Derivative Action, the Consolidated Delaware Action, and the 24 Booth Demands, as well as discussions with counsel for the California Derivative Action, the 25 Consolidated Delaware Action, and the Booth Demands were a material cause of the adoption 26 and implementation of the governance reforms ... and that such reforms confer a substantial 27 benefit on the Company."). Non-contested fee requests are "generally [] not subjected to the 28 - 17 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 19 of 24

1 same level of scrutiny as a disputed fee request." Feuer v. Thompson, No. 10-cv-00279, 2013 2 WL 2950667, at *4 (N.D. Cal. June 14, 2013). Accordingly, the Fee and Expense Award 3 negotiated by GoPro, and approved by the independent directors, should be approved.

4 C. A Lodestar Cross-Check Supports the Fairness and Reasonableness of the Fee and Expense Amount 5

6 38. In total, Settling Shareholders' Counsel expended 3,779.15 hours on the 7 investigation, prosecution, and resolution of the Derivative Actions for an aggregate lodestar of 8 $2,472,769.50.

9 39. In addition, Settling Shareholders' Counsel incurred a total of $30,474.21 in 10 unreimbursed expenses in connection with the prosecution and settlement of the Derivative 11 Actions. These expenses were reasonably necessary in the prosecution of the Derivative Actions 12 and are of the type courts have typically found should be reimbursed when a benefit is conferred 13 on a corporation and its stockholders in a derivative settlement.

14 40. Overall, Settling Shareholders' Counsel's fee request results in a negative 15 multiplier of approximately -6.18 on Settling Shareholders' Counsel's total lodestar in the 16 Derivative Actions. The negative multiplier requested here is significantly less than the range of 17 multipliers awarded in other complex cases by courts that obtained similar relief.

18 1. Robbins LLP's Time and Expenses 19 41. Robbins LLP undertook this representation on a wholly contingent basis, with the 20 understanding that we would receive no compensation, and our expenses would not be 21 reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro.

22 42. Robbins LLP's time report reflects time recorded contemporaneously and then 23 compiled in the firm's electronic time-keeping system. I supervised and worked directly with the 24 attorneys and other professional staff who billed time to this matter. Having carefully reviewed 25 their time records, I can aver that the hours reported and the work they reflect were reasonably 26 necessary to the successful commencement, prosecution, and settlement of the Derivative 27 Actions. Robbins LLP's lodestar is based on hourly rates ranging from $700 to $825 for partners 28 - 18 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 20 of 24

1 and $225 to $700 for of counsel attorneys, associates, and paralegals. The hourly rates shown in 2 the chart below are the usual and customary rates charged for each individual biller. These rates 3 are set based on market rates for attorneys of comparable skill and experience, and they have 4 been approved by federal and state courts throughout the nation, including this Court. See 5 Exhibit A attached hereto (firm résumé).

6 43. From the inception of the California Derivative Action through execution of the 7 Stipulation of Settlement on February 4, 2021, Robbins LLP devoted 684.50 hours to the 8 litigation, representing total lodestar of $320,055.7 The chart below summarizes the hours, 9 hourly rates, and lodestar of each Robbins LLP professional who worked on this matter:

10 PROFESSIONAL POSITION8 HOURS RATE LODESTAR 11 Ashley R. Rifkin P 224.5 $ 700 $ 157,150.00 Gregory E. Del Gaizo P 45.75 $ 700 $ 32,025.00 12 Leonid Kandinov P** 30.5 $ 700 $ 21,350.00 Brian Robbins P 18.25 $ 825 $ 15,056.25 13 Craig W. Smith P 12.75 $ 825 $ 10,518.75 14 Eric M. Carrino A 28.25 $ 375 $ 10,593.75 Darnell Donahue A** 10.25 $ 400 $ 4,100.00 15 Ashton S. Cohen SA** 37.5 $ 250 $ 9,375.00 Mario D. Valdovinos SA 25.75 $ 250 $ 6,437.50 16 Anna Marie Miller PL 61.5 $ 255 $ 15,682.50 Jorgeanne A. Cabuhat PL 30.5 $ 255 $ 7,777.50 17 Ricardo Salazar PL 25.75 $ 225 $ 5,793.75 18 Corporate Research9 133.25 $ 182 $ 24,195.00

19 20 7 I exercised my discretion and did not include certain time of other attorneys and staff who worked on (but played a minor role in) the prosecution of this litigation. 21 8 (P) Partner; (A) Associate; (SA) Staff Attorney; (PL) paralegal.

22 9 Robbins LLP's Corporate Research department consists of a group of trained professionals dedicated to investigating various acts of corporate malfeasance. The Corporate Research team 23 conducted factual research and investigation, including, among other things: researching and 24 identifying facts that formed the basis of the allegations; monitoring, analyzing, and circulating to the members of the litigation team relevant public filings, media articles, and other public 25 information; researching and identifying relevant information concerning GoPro's existing corporate governance structure; and conducting research into and analysis of the damages 26 suffered by GoPro as a result of the wrongdoing. The non-attorney time devoted to this matter 27 by the Corporate Research department substantially reduced the number of attorney hours

28 - 19 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 21 of 24

TOTAL TOTAL 1 HOURS 684.5 LODESTAR $ 320,055.00 2 * Average Hourly Rate 3 **Reflects position at time work was performed as such individual no longer works for Robbins 4 LLP. 5 44. A more fulsome discussion of the qualifications and backgrounds of the current 6 Robbins LLP attorneys identified above may be found in Robbins LLP's firm resume, which is 7 attached as Exhibit A hereto. 8 45. Robbins LLP incurred a total of $4,214.96 in unreimbursed expenses in 9 connection with the prosecution of the Federal Derivative Action, as summarized in the chart

10 below:

11 CATEGORY TOTAL Travel & Meals $1,046.51 12 Photocopies $483.25 13 Communications & Messaging $671.69 Research & Investigation $1,059.31 14 Filing & Service Fees $954.20 TOTAL EXPENSES $4,214.96 15

16 46. The expenses incurred by Robbins LLP are reflected in the books and records of 17 my firm. These books and records are prepared from expense vouchers, check records, and other 18 source materials and are an accurate record of the expenses incurred. These expenses were 19 reasonably necessary in the prosecution of this litigation.

20 2. Additional Settling Shareholders' Counsel's Time and Expenses 21 47. The time and expenses incurred by the remaining Settling Shareholders' Counsel 22 are detailed in the Fortunato Decl., Hynes Decl., Jonckheer Decl., McKenna Decl., Nicholson 23 Decl., Promisloff Decl., Rigrodsky Decl., and Yates Decl., Exs. B-I. 24

25 required to effectively prosecute the action and reduced Robbins LLP's average effective billing 26 rate and lodestar. 27 28 - 20 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 22 of 24

1 48. The chart below summarizes Settling Shareholders' Counsel's lodestar and 2 expenses by firm and jurisdiction:

3 FIRM HOURS LODESTAR EXPENSES Federal Derivative Action 4 Robbins LLP 684.50 $320,055.00 $4,214.96 Hynes & Hernandez, LLC 360 $292,850.00 $716.44 5 Bragar Eagle & Squire, P.C. 317.75 $199,418.75 $1,239.08

6 Consolidated Delaware Action Kahn Swick & Foti, LLC 1260.80 $782,570.00 $6,473.72 7 Rigrodsky Law, P.A. 422.50 $364,312.50 $7,695.90 8 Mays Action 9 Shubert Jonckheer & Kolbe LLP 240.30 $182,839.00 $4,449.13

10 De Nicola Action Gainey McKenna & Egleston 197.35 $135,076.75 $5,600.28 11 Booth Demand 12 Law Office of Alfred G. Yates, Jr., P.C. 71.75 $49,507.50 $69.48 13 Promisloff Law, P.C. 224.2 $146,140.00 $15.22 SETTLING SHAREHOLDERS' 14 COUNSEL TOTAL 3,779.15 $2,472,769.5 $30,474.21 15 D. The Service Awards Requested by Settling Shareholders Are Reasonable

16 49. Settling Shareholders respectfully request that the Court approve service awards 17 of $1,000 to each Settling Shareholder, to be paid from the amount of fees awarded by the Court, 18 in recognition of the substantial benefits they have helped create for GoPro. Stip., ¶5.5. Here, 19 Plaintiff Guo maintained his holdings of GoPro stock throughout the litigation, pursued demands 20 for books and records in connection with 8 Del. C. § 220, monitored Robbins LLP's activity 21 through the life of the litigation, and was always available for updates on the litigation, including 22 the status of settlement negotiations. Given his participation and the favorable benefit achieved 23 in the Settlement, I believe that Incentive Awards of $1,000 to each Settling Shareholder, to be 24 deducted from Settling Shareholders' Counsel's Fee and Expense Award, are warranted and 25 appropriate. 26 27 28 - 21 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 23 of 24

V. CONCLUSION 1

2 50. The Settlement is fair, reasonable, and adequate, confers substantial benefits on 3 GoPro through the adoption of valuable corporate governance changes, and should be approved 4 in its entirety.

5 51. Attached hereto are true and correct copies of the following exhibits: 6 Exhibit A: Robbins LLP Firm Resume;

7 Exhibit B: Declaration of Melissa A. Fortunato Filed on Behalf of Brager Eagel & Squire, P.C. in Support of Plaintiffs' Counsel's Unopposed Motion for 8 Final Approval of Derivative Settlement (May 6, 2021)Exhibit B: 9 Exhibit C: Declaration of Michael J. Hynes Filed on Behalf of Hynes & Hernandez, 10 LLC in Support of Plaintiffs' Counsel's Unopposed Motion for Final Approval of Derivative Settlement (May 4, 2021); 11 Exhibit D: Declaration of Willem F. Jonckheer Filed on Behalf of Schubert 12 Jonckheer & Kolbe LLP in Support of Plaintiffs' Counsel's Unopposed 13 Motion f or Final Approval of Derivative Settlement (May 4, 2021); 14 Exhibit E: Declaration of Thomas J. McKenna Filed on Behalf of Gainey McKenna & Egleston in Support of Plaintiffs' Counsel's Unopposed Motion f or 15 Final Approval of Derivative Settlement (May 3, 2021);

16 Exhibit F: Declaration of Melinda A. Nicholson Filed on Behalf of Kahn Swick & Foti, LLC in Support of Plaintiffs' Counsel's Unopposed Motion f or Final 17 Approval of Derivative Settlement (May 4, 2021); 18 Exhibit G: Declaration of David M. Promisloff Filed on Behalf of Promisloff Law, 19 P.C. in Support of Plaintiffs' Counsel's Unopposed Motion f or Final Approval of Derivative Settlement (May 4, 2021); 20 Exhibit H: Declaration of Seth D. Rigrodsky, Esquire Filed on Behalf of Rigrodsky 21 Law, P.A. in Support of Plaintiffs' Counsel's Unopposed Motion for Final Approval of Derivative Settlement (May 4, 2021); 22 Exhibit I: Declaration of Alfred G. Yates, Jr. Filed on Behalf of Law Office of 23 Alfred G. Yates, Jr., P.C. in Support of Plaintiffs' Counsel's Unopposed 24 Motion for Final Approval of Derivative Settlement (May 4, 2021);

25 Exhibit J: City of Westland Police & Fire Ret. Sys. v. Sonic Sols., No. 4:07-cv- 05111-CW, slip op. (N.D. Cal. Apr. 8, 2010); 26 Exhibit K: Gould v. Cederoth, et al., Case No. 1:13-cv-02145, slip op. (N.D. Ill. Feb. 27 15, 2017); 28 - 22 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-1 Filed 05/11/21 Page 24 of 24

Exhibit L: In re China Green Agriculture, Inc. Derivative S'holder Litig., Lead Case 1 No. 10 OC 00563 1B, slip op. (Nev. First Jud. Dist. Mar. 30, 2012); 2 Exhibit M: The Port Authority of Allegheny Cnty. Ret. & Disability Allowance Plan 3 for Empd. Represented by Local 85 of the Amalgamated Transit Union v. Smith, et al., Case No. 3:08-cv-02046-SI, slip op. (N.D. Cal. Jul. 14, 4 2011); and 5 Exhibit N: In re McKesson Corp. Derivative Litig., No. 4:17-cv-01850-CW, slip op. (N.D. Cal. Apr. 22, 2020). 6 I declare under penalty of perjury under the laws of the United States of America that the 7 foregoing is true and correct. 8 Dated: May 10, 2021 9 /s/ Ashley R. Rifkin ASHLEY R. RIFKIN 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24

25 26 1523929 27 28 - 23 - Lead Case No.: 4:18-cv-00920-CW DECLARATION OF ASHLEY R. RIFKIN IN SUPPORT OF PLAINTIFFS' UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 1 of 18

Exhibit A Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 2 of 18

5040 Shoreham Place San Diego, CA 92122 619.525.3990 phone 619.525.3991 fax www.robbinsllp.com

FIRM RESUME

Robbins LLP1 is a nationally recognized shareholder rights law firm dedicated to the prosecution of shareholder derivative and class action lawsuits. We are committed to the principle that the directors and managers of publicly traded corporations must be held accountable to the owners of the enterprise – the shareholders. A leader in corporate governance reform, Robbins LLP has worked with individual and institutional shareholders to improve board oversight, legal compliance, transparency, and responsiveness at more than 120 Fortune 1000 companies. The firm has also helped secure several of the largest monetary recoveries in the history of shareholder derivative litigation, and has helped clients to realize more than $1 billion of value for themselves and the companies in which they have invested. For its achievements, the firm has received numerous accolades, including recognition from U.S. News & World Report, which named the firm a Best Law Firm for 2017-2020, Daily Journal, which named the firm a 2015 Top 25 Boutique in California, the Legal 500, which named the firm a Leading Firm in Merger and Acquisition Litigation in 2013-2018, the National Law Journal, which included the firm on its 2012 Litigation Boutiques Hot List, and ISS's Securities Class Action Services, which has listed the firm among the nation's top shareholder plaintiffs' firms. Ten of Robbins LLP's attorneys were honored as Super Lawyers or Rising Stars in 2020. In addition, Robbins LLP's co-founder, Brian J. Robbins, is featured in Best Lawyers in America for Securities Litigation (2016-2019), in San Diego Business Journal as Best of the Bar (2014-2016), and in The Daily Transcript as a Top Attorney (2015).

PRACTICE AREAS

In addition to representing individual and institutional investors in shareholder derivative actions, securities fraud class actions, and securities class actions arising out of mergers and acquisitions, initial public offerings, and going private transactions, Robbins LLP's practice includes antitrust actions, Employee Retirement Income Security Act (ERISA) actions, whistleblower actions under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the False Claims Act, and consumer class actions.

LEADERSHIP

Robbins LLP's experienced attorneys provide skilled representation to clients through all phases of complex litigation. The firm's partners include former federal prosecutors, defense counsel from top corporate law firms, in-house counsel from leading financial institutions, and career shareholder rights litigators. Collectively, they have litigated hundreds of cases in nearly every state, serving in numerous court-appointed leadership roles in complex multi-jurisdictional litigation. They currently serve as lead or co-lead counsel in dozens of cases nationwide. The firm's attorneys are supported by investigators, corporate research analysts, client relations specialists, and legal support professionals, each of whom is dedicated to providing exceptional client service. Our talented team has helped secure significant results for our clients. We feature below some of the firm's achievements across the nation.

. Pirelli Armstrong Tire Corp. Ret. Med. Benefits Trust v. Hanover Compressor Co., No. H-02-0410 (S.D. Tex. Feb. 6, 2004): Shareholders of Hanover Compressor Company, a provider of natural gas compression services operating in the United States and select international markets, brought claims on behalf of the company against company officers and directors for breach of fiduciary duty, waste of corporate assets, abuse of control, and gross mismanagement. The claims arose out of an off-balance- sheet joint venture to build and operate a natural gas processing plant on barges off the coast of Nigeria. Robbins LLP attorneys, serving as lead negotiators for derivative plaintiffs, secured extraordinary results for Hanover. First, Robbins LLP achieved for the company approximately $57.4 million in compensation – consisting of a $26.5 million payment and the return of 2.5 million shares valued at approximately $30.9 million by an entity controlled by certain of the individual defendants. Second, Robbins LLP helped secure corporate governance changes at the company that have been noted as "groundbreaking" and "unprecedented" benefits for Hanover, including the appointment of two shareholder-nominated directors and becoming one of the first companies in the United States to commit

1 "Robbins LLP" and "the firm" herein collectively refer to the firm's previous names of Robbins Arroyo LLP, Robbins Umeda LLP and Robbins Umeda & Fink, LLP. Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 3 of 18

to implementing a five-year rotation rule for its outside audit firms.

. In re Nicor, Inc. S'holder Derivative Litig., No. 02 CH 15499 (Ill. Cir. Ct.-Cook Cnty. Mar. 29, 2005): The firm served as co-lead counsel for plaintiffs who brought claims for breach of fiduciary duty and unjust enrichment against several officers and directors of Nicor, Inc., one of the largest natural gas distributors in the United States. Plaintiffs alleged that Nicor's management made material misrepresentations to and omitted material information from the Illinois Commerce Commission and the company's shareholders and customers, and unlawfully manipulated the company's operating results. Robbins LLP attorneys negotiated and secured personnel changes among Nicor’s executive officers and board members, as well as $33 million for Nicor.

. In re OM Group, Inc. Derivative Litig., No. 1:03-CV-0020 (N.D. Ohio Nov. 10, 2005): The firm served as lead counsel to plaintiffs in this derivative action arising out of a massive accounting fraud at this global solutions provider and specialty chemical manufacturer. During the litigation, our attorneys opposed and defeated defendants' motions to dismiss, reviewed thousands of documents produced during discovery, conducted expert discovery, and took over forty depositions of witnesses and defendants throughout the United States and Europe. Robbins LLP obtained a settlement that included a $29 million payment to the company, the termination of the company’s chief executive officer, the addition of two shareholder-nominated directors, and the implementation of various other beneficial corporate governance procedures at the company.

. Lieb v. Unocal Corp., No. BC331316 (Cal. Super. Ct.-L.A. Cnty. Dec. 20, 2005): Robbins LLP served as co-lead counsel for the public shareholders of Unocal Corporation in this securities class action against Unocal and several of its insiders, officers, and directors for self-dealing and breach of fiduciary duty in connection with the proposed sale of Unocal to Chevron Corporation. Plaintiffs alleged that Unocal's management failed to obtain the highest share price reasonably available by tailoring the proposed acquisition terms to meet the specific needs of acquirer Chevron, and by discouraging alternative bids. After obtaining broad expedited discovery, the firm was credited for helping Unocal shareholders to realize $500 million in additional consideration as a result of Chevron's increased bid of $17.4 billion. The firm also secured supplemental proxy statement disclosures before Unocal shareholders voted on whether to accept Chevron's bid over a nominally higher bid by the Chinese National Offshore Oil Corporation.

. In re Titan, Inc. Sec. Litig., No. 04-CV-0676-LAB (NLS) (S.D. Cal. Dec. 20, 2005): The firm served as co-lead counsel in this securities fraud class action against The Titan Corporation and certain of its officers and directors for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and breach of fiduciary duty. Robbins LLP's efforts resulted in a recovery of $61.5 million for Titan's shareholders.

. In re Tenet Healthcare Corp. Derivative Litig., No. 01098905 (Cal. Super Ct.-Santa Barbara Cnty. May 5, 2006), aff'd, No. B192252 (Cal. App. Sept. 20, 2007): The firm served as co-lead counsel for the plaintiffs, who alleged that Tenet Healthcare Corp.'s top executives breached their fiduciary duties to the company by failing to monitor, investigate, and oversee Tenet's patient procedures, Medicare billing, and accounting practices. After prosecuting the case for over three years, Robbins LLP's attorneys negotiated a comprehensive settlement, which included $51.5 million in cash contributions to Tenet and sweeping corporate governance reforms and other remedial measures designed to ensure the independence and accountability of the company’s board of directors. The new governance regime included separation of the positions of chief executive officer and chairman of the board of directors, strict internal financial controls, enhanced guidelines for stock ownership and stock retention, and a comprehensive insider trading policy. The settlement was upheld on appeal.

. In re Qwest Sav. & Inv. Plan ERISA Litig., No. 02-cv-00464 (D. Colo. Jan. 29, 2007): Robbins LLP served on plaintiffs' executive committee in a class action brought as a civil enforcement suit for ERISA violations. The employees alleged that Qwest’s management repeatedly misrepresented the financial status of the company to its employees to encourage employees to make discretionary investments in Qwest common stock. When the truth about Qwest’s financial condition and egregious accounting manipulations was revealed, the price of Qwest common stock plummeted, but employees were restricted from selling their retirement fund shares under the terms of the Qwest Savings & Investment Plan. When the restriction was lifted, Qwest stock was trading at an all-time low, devastating the

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employees' retirement funds. After years of contentious litigation, Robbins LLP helped achieve a $37.5 million settlement for the benefit of the employees who had invested in the retirement plan.

. Staehr v. Walter, No. 02-CVG-11-0639 (Ohio Ct. C.P.-Del. Cnty. Dec. 17, 2007) (hereinafter Cardinal Health): Robbins LLP led the charge in derivative litigation on behalf of the plaintiff who brought claims against certain Cardinal officers and directors arising out of Cardinal's proposed stock-for-stock acquisition of Syncor International Corp. The action forced Cardinal to reduce the previously negotiated acquisition price for Syncor, saving the company millions of dollars. During the course of its work on the Syncor transaction, Robbins LLP and other firms discovered that Cardinal insiders had engaged in a massive revenue inflation scheme to fraudulently overstate the company's financial performance. Robbins LLP filed an amended complaint against several of Cardinal's officers and directors, defeated multiple motions to dismiss, and pursued and reviewed millions of pages of documents in discovery. The firm ultimately negotiated and resolved the matter by obtaining $70 million for the company—among the largest monetary recoveries ever in a shareholder derivative action. The settlement also required Cardinal's board of directors to implement significant corporate governance and internal accounting controls designed to improve the board's oversight of Cardinal's senior management and to prevent recurrence of the alleged accounting manipulations.

. In re Juniper Networks, Inc. Derivative Litig., No. 1:06-CV-064294 (Cal. Super. Ct.-Santa Clara Cnty. Dec. 4, 2008): Robbins LLP served as co-lead counsel in this state shareholder derivative suit against several officers and directors of Juniper Networks, Inc., a global networking and communications technology company, for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, unjust enrichment, insider selling, accounting, and rescission in connection with a stock option backdating scheme. After extensively prosecuting the case, the firm helped secure substantive corporate governance reforms and the forfeiture of more than $22 million in stock options to the company from four executives and directors of the board.

. In re KB Home S'holder Derivative Litig., No. 2:06-CV-05148-FMC (CTx) (C.D. Cal. Feb. 9, 2009): Robbins LLP served as co-lead counsel for the plaintiffs, who alleged that insiders of KB Home, Inc., a prominent builder of single family homes in the United States and France, manipulated their stock option grant dates to misappropriate millions of dollars in illicit compensation. Robbins LLP's efforts helped return nearly $50 million in value to the company, including a cash payment of over $31 million. In addition, the firm helped KB Home secure corporate governance enhancements and implement remedial measures, including separation of the chairman of the board and chief executive officer positions; declassification of the board of directors; majority voting for elections to the board; adoption of formal written procedures for the grant of stock options; and limits on future executive severance payments, among others.

. Overby v. Tyco Int'l Ltd., No. 02-CV-1357-B (D.N.H. Nov. 23, 2009): Robbins LLP represented a class of employees of Tyco International Ltd., the largest electronics security provider in the world, when employees brought claims against the company for ERISA violations. Robbins LLP helped obtain a $70 million settlement for the beneficiaries of Tyco's defined contribution retirement plan.

. In re Brocade Communications Systems, Inc. Derivative Litigation, No. 1:05CV041683 (Cal. Super. Ct.-Santa Clara County Jan. 28, 2010): Robbins LLP represented plaintiffs in this shareholder derivative action against officers and directors of Brocade Communications Systems, Inc., an industry leader in data center networking solutions, following the announcement that Brocade would have to restate two fiscal years of financial statements to correct its improper accounting for stock-based compensation expenses. For years, Brocade’s insiders had engaged in a secret stock option backdating scheme designed to reward executives and recruit engineers with stock options priced below their fair market value as of the date of the grants. Robbins LLP successfully petitioned the court to proceed with litigation to prevent an inadequate settlement of a related federal action, which would have released the officers, directors, and agents of the company responsible for the criminal backdating scheme for no money to the company nor a payment of attorney’s fees, even as the U.S. Government pursued and ultimately won criminal convictions against the responsible executives. After almost three years of diligently prosecuting the case, during which Robbins LLP engaged in extensive motion practice, reviewed approximately three million pages of documents, and marshaled evidence from related cases involving the conduct at Brocade, Brocade's Special Litigation Committee retained Robbins LLP to serve

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as its co-counsel, and, after presentations from Robbins LLP, authorized the continued prosecution of claims against Brocade’s officers and directors and on behalf of the shareholders.

. In re PETCO Animal Supplies, Inc. S'holder Litig., No. GIC 869399 (Cal. Super. Ct.-San Diego Cnty. Mar. 26, 2010): Robbins LLP served as co-lead counsel to the public shareholders of PETCO Animal Supplies, Inc., in a class action that sought to enjoin PETCO's insiders, directors, and affiliates from consummating any sale of PETCO unless and until the company implemented a procedure to ensure that PETCO's shareholders received the highest possible price for the sale. Over the course of three years, our attorneys engaged in extensive motion practice and document, expert, and witness discovery. Shortly before the case went to trial, Robbins LLP assisted in achieving a settlement that secured a $16 million settlement fund for the class.

. In re Am. Int'l Group, Inc. Derivative Litig., No. 04 Civ. 8406 (DLC) (S.D.N.Y. Mar. 14, 2011): The firm was appointed lead counsel in the consolidated federal action alleging breach of fiduciary duty claims in connection with a bid-rigging scheme with Marsh & McLennan Companies, Inc., sham reinsurance transactions with General Re Corporation, and other activities intended to falsify American International Group, Inc.’s ("AIG") financial results. As part of a global settlement of the derivative claims on AIG's behalf, Robbins LLP helped secure a $90 million payment to AIG, one of the largest monetary recoveries in the history of shareholder derivative actions.

. Kloss v. Kerker, No. 50-2010-CA-018594-XXXX-MB (Fla. Cir. Ct.-Palm Beach Cnty. May 27, 2011): Robbins LLP worked with the parties to derivative litigation filed on behalf of the Internet's leading vitamin and supplement retailer, Vitacost.com, Inc., to save the $158 million market cap company from bankruptcy and to preserve the equity interests of its shareholders. Robbins LLP was instrumental in achieving a settlement that enabled the company to bring its financial statements and Security and Exchange Commission ("SEC") filings current; allowed Vitacost to hold a long overdue shareholder meeting to address fundamental defects in the corporation's formation, board composition, and past stock issuances; and helped the company to persuade NASDAQ to lift its trading moratorium and provide the company and its shareholders access to the capital markets. The firm worked with the company's new board of directors to implement a series of corporate governance best practices, including a robust insider trading policy. Vitacost hired Robbins LLP to evaluate and potentially to prosecute the company's claims against other parties relating to the defects in its formation, stock issuances, and other pre-IPO issues.

. Martinez v. Toll (Toll Bros., Inc.), No. 2:09-cv-00937-CDJ (E.D. Pa. Mar. 27, 2013); Pfeiffer v. Toll, No. 4140-VCL (Del. Ch. Mar. 15, 2013): Robbins LLP represented shareholders in the Toll Brothers, Inc. shareholder derivative litigation in which plaintiffs alleged that certain company officers and directors, including the co-founders, traded on inside information and grossly misled investors about company earnings projections during a housing market downturn. After four years of contentious litigation, the firm helped secure one of the largest Brophy (Brophy v. Cities Serv. Co., 70 A.2d 5 (Del. Ch. 1949)) settlements ever, a $16.25 million cash payment to the luxury homebuilding company. The settlement included a $6.45 million payment from the executive directors—an unprecedented result in shareholder litigation of this type.

. Cook v. McCullough, No. 1:11-cv-09119 (N.D. Ill. Jan. 28, 2014): Robbins LLP served as co-lead counsel in shareholder derivative litigation arising out of Career Education Corp.'s alleged publication of false statements regarding job placement and student loan repayment rates, and failure to ensure compliance with Title IV regulations. The firm played a leading role in negotiating the global resolution of a series of actions brought against and on behalf of the company, and helped secure a $20 million recovery and comprehensive board and management-level corporate governance and oversight reforms for Career Education, including enhanced compliance and whistleblower policies, new director independence standards, improved executive compensation claw-back provisions, a comprehensive director education and employee training program, and an improved regulatory risk management and disclosure regime.

. In re Star Scientific, Inc. Securities Litigation, No. 3:13-CV-00183-JAG (E.D.Va.July 6, 2015): Robbins LLP served as lead counsel in this securities fraud class action against Star Scientific, Inc. alleging that the defendants made materially false and misleading statements regarding Johns Hopkins University School of Medicine's purported involvement in the clinical development and testing of the

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Company's main product - Anatabloc® - to increase Star Scientific's stock price to the detriment of stockholders and to secure the equity financing the company needed to stay in business. The firm successfully defeated defendants' motion to dismiss, engaged in extensive settlement discussions, and ultimately secured a $5.9 million settlement fund on behalf of stockholders who purchased their shares of Star Scientific stock based on the misrepresentations.

. Espinoza v. Zuckerberg, C.A. No. 9745-CB (Del. Ch. Mar. 30, 2016): Robbins LLP served as counsel in shareholder derivative litigation on behalf of Facebook, Inc. arising from the alleged award of unfair excessive compensation by the board of directors to its non-employee members. Certain members of Facebook's board of directors attempted to circumvent corporate law procedures to obtain controlling stockholder approval of compensation awarded by the Board to its non-employee members. After deposing Facebook's Chief Executive Officer Mark Zuckerberg and beating a motion for summary judgment, Robbins LLP convinced Facebook to impose corporate governance reforms designed to ensure the Board awards executive compensation fairly and not to the detriment of the company, including allowing stockholders to vote on non-employee directors' compensation. As such, Robbins LLP helped established that public companies with controlling stockholders must comply with corporate law procedures.

. In re Venoco, Inc. S'holder Litig., C.A. No. 6825-VCG (Del. Ch. Oct. 5, 2016): Robbins LLP served as co-lead counsel to the public shareholders of Venoco, Inc. in this class action arising out of a scheme by the energy company's Chief Executive Officer to buy out Venoco's minority shareholders at an inadequate share price. Robbins LLP conducted extensive fact and expert discovery for two years after the closing of the acquisition. During this time, Venoco foundered due to a decline in the price of oil, a burst pipeline, and additional debt from the acquisition, which ultimately led the company to file for bankruptcy. Amidst the company's demise, the firm achieved a settlement fund of $19 million for shareholders—a significant recovery in light of Venoco's dire financial circumstances. At the final approval hearing, the Honorable Sam Glasscock III, Vice Chancellor, in the Court of Chancery of the State of Delaware, touted the settlement as a "good result for all" and "very fortunate for the class," and noted Robbins LLP as "excellent counsel." Transcript of Proceeding at 19, 22, In re Venoco, Inc. S'holder Litig., C.A. No. 6825-VCG (Del. Ch. Oct. 5, 2016).

. In re Fifth Street Finance Corp. Shareholder Derivative Litigation, Lead Case No. 3:15-cv-01795- RNC (D. Conn. Dec. 13, 2016): Robbins LLP served as lead counsel in shareholder derivative litigation brought on behalf of Fifth Street Finance Corp. to challenge alleged conflicts of interest in Fifth Street's relationship with its investment advisor, FSAM. Plaintiffs alleged that certain Fifth Street and FSAM officers and directors caused Fifth Street to make reckless investments, use bogus accounting, and pay excessive fees to inflate FSAM's perceived value in the lead up to FSAM's initial public offering. The firm's settlement negotiations resulted in advisory fee reductions worth at least $30 million and comprehensive corporate governance, oversight, and conflicts management enhancements.

. In re Community Health Systems, Inc. Shareholder Derivative Litig., No. 3:11-cv-00489 (M.D. Tenn. Jan. 20, 2017): Serving as co-lead counsel against the officers and directors of Community Health, Inc. in shareholder derivative litigation alleging that the fiduciaries systematically steered patients into medically unnecessary inpatient admissions when they should have been treated as outpatient, Robbins LLP was instrumental in obtaining what is believed to be the largest shareholder derivative recovery in the Sixth Circuit to date. After five years of contentious litigation and discovery, defendants agreed to settle the case, which included a $60 million cash payment to Community Health and the implementation of extensive corporate governance reforms, including board modifications to ensure director independence, improved internal disclosure policies to allow for the confidential reporting of suspected violations of healthcare laws, and the establishment of a Trading Compliance Committee to ensure compliance with Community Health's insider stock trading policy, among others.

. In re Saba Software, Inc. Stockholder Litig. C.A., No. 10697-VCN (Del.Ch.Sept. 26, 2018): Robbins LLP served as lead counsel in this shareholder class action in the Delaware Chancery Court against the officers and directors of Saba Software, Inc. for breaches of fiduciary duties related to the buyout of Saba by Vector Capital Management. Plaintiffs alleged that because the company was facing mounting financial concerns, including delisting by the U.S. Securities and Exchange Commission and a failure to complete its internal review of the accounting treatment of certain international transactions, defendants chose to sell the company in a flawed and self-serving sales process in exchange for inadequate merger

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consideration of Saba shareholders. After three and a half years of litigation, including extensive discovery, mediation, and a lengthy settlement negotiation process, defendants agreed to pay Saba's former shareholders $19.5 million. In approving the settlement, Vice Chancellor Slights called the firm's representation of the class "exemplary" and touted the settlement as a "strong recovery for the class." Awards & Recognition

For its achievements, Robbins LLP and our attorneys have received numerous accolades, including:

• Best Law Firm, U.S. News & World Report (2017-2020) • Leading Firm in Merger and Acquisition Litigation, Legal 500 (2013-2018) • Top 20 Settlements in California (2017) • Top 25 Boutique Law Firm in California, Daily Journal (2015) • Litigation Boutiques Hot List, National Law Journal (2012) • Among Top Shareholder Plaintiffs' Firms by ISS's Securities Class Action Services • Eight attorneys named to Super Lawyer lists (2021) • Top 50 Attorney in San Diego, Super Lawyers, George C. Aguilar (2016-2020) • Top 50 Attorney in San Diego, Super Lawyers, Brian J. Robbins (2014, 2016, 2018-2021) • Best Lawyers in America for Securities Litigation, Best Lawyers, Brian J. Robbins (2016-2018) • Best of the Bar, San Diego Business Journal, Brian J. Robbins (2016) • Best Overall Lawyer in San Diego, Fine Magazine, Brian J. Robbins (2016) • Top Attorney, The Daily Transcript, Brian J. Robbins (2015) • Attorney of the Year, SD La Raza, George C. Aguilar (2014)

Robbins LLP's achievements in the courtroom have been recognized by a number of respected jurists. We feature a selection of commendations below.

. "The quality of representation by the Derivative Plaintiffs' Counsel was witnessed first hand by this Court through their articulate, high quality, and successful pleadings. Moreover, as shown by their excellent efforts in this case, Derivative Plaintiffs’ Counsel are dedicated to vindicating the rights of shareholders …."

Honorable Ed Kinkeade, Judge of the U.S. District Court for the Northern District of Texas, In re Heelys, Inc. Derivative Litig., No. 3:07-CV-1682-K

. "I think you've actually set the bar kind of high for future settlements. This looks like an excellent result for the various class members in both the derivative action and the other action.... And it's to the credit of the lawyers that they were able to achieve this result before a lot of discovery and a lot of expenses were undertaken ... And so, I would be quite delighted and satisfied to make the necessary findings that this is an excellent settlement for plaintiffs."

Honorable Robert S. Lasnik, Judge of the U.S. District Court for the Western District of Washington, In re Cutter & Buck Sec. Litig., No. C02-1948L

. Robbins LLP's lawyers proved "competent, experienced, [and] trustworthy."

Honorable Larry A. Burns, Judge of the U.S. District Court for the Southern District of California, In re Sequenom, Inc. Derivative Litig., No. 09CV1341-LAB (WMC)

. "Class counsel is highly experienced in bringing both class actions and derivative claims" and have "a nationwide reputation for handling shareholder derivative litigation, various class actions, and complex litigation…. Throughout the litigation, [class counsel] has shown themselves to be capable and qualified to represent the class."

Honorable Darla Williamson, Judge of the Fourth Judicial District of the State of Idaho, County of Ada, Carmona v. Bryant, CV-OC-0601251

. "The court also notes that the settlement appears to place the shareholders in a much better position

Page 6 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 8 of 18

than that which existed prior to the beginning of this litigation."

Honorable John A. Houston, Judge of the U.S. District Court for the Southern District of California, In re Wireless Facilities Inc., Derivative Litig., No. 04-CV-1663 JAH (NLS)

. “I have high regard for … your firm.”

Honorable James P. Kleinberg, Judge of the Superior Court of California, County of Santa Clara, In re Altera Corp. Derivative Litig., No. 1-06-CV-063537

. "[W]e had … competent counsel who were able to reach a very handsome settlement for the shareholders who were working here on behalf of the shareholders interests."

Honorable Denise de Bellefeuille, Judge of the Superior Court of California, County of Santa Barbara, In re Tenet Healthcare Corp. Derivative Litig., No. 01098905

. "Thank you very much for the good work that you all did. And I think that your stockholders will appreciate it, too."

Honorable Sophia H. Hall, Judge of the Circuit Court of Cook County, Illinois, In re Nicor, Inc. S'holder Derivative Litig., No. 02CH 15499

. "Thank you for your good work on behalf of your clients. I appreciate it."

Honorable Thomas Barkdull, Circuit Judge of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Kloss v. Kerker, No. 50-2010-CA-018594-XXXX-MB

. "I want to tell you what a pleasure it is dealing with talented counsel.… Thank you very much."

Honorable John G. Evans, Judge of the Superior Court for the State of California, Riverside County, Hess v. Heckmann, No. INC10010407

• "I think the plaintiffs and their counsel did a good job pressing forward with this action and achieving a good result…. I think that all in all, [$16.25 million] is a good value, a significant benefit for the company." Honorable J. Travis Laster, Vice Chancellor in the Court of Chancery of the State of Delaware, Toll Bros., No. 2:09-cv-00937-CDJ and No. 4140-VCL

• "It seems to me to be an excellent settlement in light of all the circumstances: and "a good result for all." "[P]laintiffs' counsel [got] a result that I think is very fortunate for the class."

Honorable Sam Glasscock III, Vice Chancellor in the Court of Chancery of the State of Delaware, In re Venoco, Inc. Shareholder Litigation, C.A. No. 6825-VCG

• "I think y'all have done a great job pulling this thing together. It was complicated, it was drawn out, and a lot of work clearly went into this…. I'll approve this settlement. I appreciate the work you all did on this. I think this is one where – I can't always say this … there is … benefit to the shareholders that are above and beyond money, a benefit to the company above and beyond money that changed hands."

Honorable Kevin H. Sharp, U.S. Chief District Judge, U.S. District Court for the Middle District of Tennessee Nashville Division, In re Community Health Systems, Inc., Shareholder Derivative Litigation, No. 3:11-cv-00489

• "[T]his recovery is a strong recovery for the class. And, it's one, again, that I think counsel should be commended for achieving.

Honorable Joseph R. Slights, III, Vice Chancellor in the Court of Chancery of the State of Delaware, In re Saba Software, Inc. Stockholder Litig., C.A. No. 10697-VCN

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PARTNERS

George C. Aguilar

George C. Aguilar is a former federal prosecutor and trial lawyer who has tried more than forty federal criminal trials. He currently concentrates his practice on complex litigation, and is the partner in charge of the firm's Antitrust Litigation Group. Prior to taking the helm of the firm's antitrust practice, Mr. Aguilar litigated on behalf of shareholder clients against fraudulent management and company insiders, securing meaningful corporate governance reforms at companies across the U.S. For example, in Warner v. Lesar, No. 2011-09567 (Tex. Dist. Ct.-Harris Cnty. Oct. 1, 2012), Mr. Aguilar led the firm's efforts on behalf of Halliburton Company arising from defendants' mismanagement of risk, controls, and operations that led to the worst oil spill in U.S. history at the Deepwater Horizon offshore drilling rig in the Gulf of Mexico. Navigating the case through the company's internal investigation, and difficult and complex settlement discussions and mediation sessions, Mr. Aguilar secured comprehensive health, safety, and environmental governance reforms. In shareholder derivative litigation on behalf of Maxwell Technologies, Inc., Loizides v. Schramm, No. 37-2010-00097953-CU-BT-CTL (Cal. Super. Ct.-San Diego Cnty. Apr. 12, 2012), Mr. Aguilar helped secure a settlement in which the company adopted corporate governance and compliance measures addressing its violations of the Foreign Corrupt Practices Act (FCPA) after being investigated by federal agencies for bribery and subcontracting kickbacks. Of particular note is the creation of a new FCPA and Anti-Corruption Compliance department led by a Chief Compliance Officer to provide for greater effectiveness of Maxwell's board of directors in responding to FCPA compliance issues worldwide. In shareholder litigation involving Brocade Communications Systems, In re Brocade Communications Systems, Inc., Derivative Litigation, No. 1:05CV041683 (Cal. Super. Ct.-Santa Clara Cnty. Jan. 28, 2010), the firm prosecuted the shareholder action involving a criminal options backdating scheme at Brocade until the company formed a Special Litigation Committee to consider the plaintiffs' claims. A key player in the prosecution of the action, Mr. Aguilar successfully presented facts and law to the Special Litigation Committee on behalf of the firm's shareholder clients. Brocade ultimately retained the firm as co-counsel to prosecute its claims against Brocade's officers and directors.

Mr. Aguilar also led the firm's efforts as part of a consortium of plaintiff firms in a high profile antitrust class action suit, Dahl v. Bain Capital Partners, No. 1:07-cv-12388(WGY) (D. Mass. Mar. 17, 2015), against several private equity firms. The case involved allegations of conspiracy among defendants to rig bids, restrict the supply of private equity financing, fix transaction prices, and divide up the market for private equity services for leveraged buyouts. Robbins LLP played a prominent role in this litigation, bearing the responsibility for building the case against a principal defendant, one of the largest private equity firms in the world. In doing so, Mr. Aguilar conducted several depositions of some of the key private equity principals during the initial discovery phase of the case. The defendants settled for more than $590 million.

Before joining Robbins LLP, Mr. Aguilar spent 17 years as a federal prosecutor with the U.S. Attorney's Office in San Diego. During his tenure, Mr. Aguilar served as chief for the Terrorism, Violent Crimes, and General Prosecutions Section; deputy chief for the General Crimes Section; trial lawyer for the Financial Institution Fraud Task Force and the Major Frauds Sections; and as a supervising ethics officer. He led grand jury investigations and indicted and tried complex white collar criminal cases involving corporate, securities, bank, investor, tax, foreign currency and bankruptcy fraud, bank bribery, and money laundering, among others. He authored 35 appellate briefs, and argued more than a dozen cases on appeal before the U.S. Court of Appeals for the Ninth Circuit. For his work, Mr. Aguilar received several awards of recognition from the U.S. Department of Justice and federal agencies, including the prestigious Director's Award of the Executive Office for U.S. Attorneys. Prior to joining the U.S. Attorney's Office, Mr. Aguilar worked on complex securities defense litigation at Morrison & Foerster LLP's San Francisco office.

Mr. Aguilar is a recognized leader in the legal and civic communities. He writes and speaks on topics related to shareholder litigation and corporate governance. He was recently appointed as a member of the U.S. District Court's Magistrate Judge's Merit Selection Panel, and is an active member of Association of Business Trial Lawyers, Public Justice Foundation, San Diego La Raza Lawyers Association, and San Diego County Bar Association. He has served in top leadership positions at La Raza Lawyers Association of California, San Diego La Raza Lawyers Association, the State Bar of California, and the City of San Diego. Mr. Aguilar was honored as a Super Lawyers Top 50 attorney in San Diego (2016-2020) and has been named a Super Lawyer for 10 consecutive years (2012-2021). He is also the recipient of the Attorney of the Year Award from San Diego La

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Raza Lawyers Association (2014) and has received the San Diego Mediation Center's Peacemaker Award for his community service work.

Mr. Aguilar received his law degree in 1986 from the University of California, Berkeley School of Law. While in law school, he served on the Moot Court Board and was managing editor of the La Raza Law Journal. Mr. Aguilar graduated from the University of Southern California in 1983 with a Bachelor of Arts in both Political Science and Journalism. He is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California, the Eastern District of Wisconsin, and the District of Colorado, as well as the U.S. Courts of Appeals for the Second, Ninth, and Tenth Circuits, and the U.S. Supreme Court.

Gregory E. Del Gaizo

Gregory E. Del Gaizo focuses his practice on shareholder rights litigation. As the head of Robbins LLP's New Matters Group, he initiates and oversees pre-litigation investigations and analysis of new cases for the firm. Mr. Del Gaizo has prosecuted shareholder litigation that recouped over one hundred million dollars and secured extensive corporate governance reforms and other pro-investor measures at companies in which his clients invest.

Mr. Del Gaizo's successes on behalf of clients include leading the discovery process for Robbins LLP in litigation on behalf of luxury homebuilder Toll Brothers, Inc., which resulted in a $16.25 million settlement, one of the largest Brophy monetary recoveries ever. Martinez v. Toll, No. 2:09-cv-00937-CDJ (E.D. Pa. Mar. 27, 2013). He was also a member of litigation teams in Staehr v. Walter, No. 02-CVG-11-0639 (Ohio Ct. C.P.-Del. Cnty. Dec. 17, 2007), which secured a payment of $70 million to Cardinal Health, and In re KB Home S'holder Derivative Litig., No. 2:06-CV-05148-FMC (CTx) (C.D. Cal. Feb. 9, 2009), which obtained $30 million in cash benefits and substantial corporate governance reforms for the home builder.

Mr. Del Gaizo has authored several articles on securities litigation, including State Law Insider Trading Claims See New Light, The Recorder, July 1, 2011; Directors and Officers Can't Hide in Del., Securities Law360, Jan. 14, 2011; Control of Forum in Derivative Actions, The Recorder, Dec. 10, 2010; and Clearing the Path for Double Derivative Suits, The Recorder, Nov. 1, 2010. He also speaks to audiences about shareholder rights, and was recognized as a Rising Star by Super Lawyers (2015-2016) and a Recommended Attorney in M&A Litigation by Legal 500 (2016).

Mr. Del Gaizo obtained his Juris Doctor degree in 2006 from the University of San Diego School of Law. While in law school, Mr. Del Gaizo served as a research assistant to Frank Partnoy, director of the Center for Corporate and Securities Law at the University of San Diego, and as an intern at Kim & Chang, the largest law firm in Korea. Mr. Del Gaizo attended Providence College and, while there, interned for the New York City Law Department. He graduated cum laude in 2003 with a Bachelor of Arts degree in Political Science. Mr. Del Gaizo is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California and the District of Colorado.

Stephen J. Oddo

Stephen J. Oddo has devoted his practice to representing individual and institutional shareholders in corporate merger and acquisition class actions for more than a decade. In so doing, he has secured tens of millions of dollars of additional consideration for shareholders whose investments have been adversely impacted by corporate transactions. Mr. Oddo has also achieved disclosure of material information to shareholders so they are informed on the transaction at the time of the vote. His litigation efforts have helped preserve the integrity of the merger process in companies across the country and helped maximize value to shareholders. For his excellence in practice, Mr. Oddo was named a Super Lawyer (2016-2021) and a Recommended Attorney in M&A Litigation by Legal 500 (2016, 2018). After three years of litigation, Mr. Oddo secured an $8 million settlement for LRR Energy, L.P. unitholders who owned stock when Vanguard Natural Resources, LC acquired LRR Energy for an unfair price and as the result of a misleading proxy. Hurwitz v. Mullins, et al., C.A., No. 15-711 (Del.Ch.Dec. 19, 2018). Serving as lead counsel in In re Saba Software, Inc. Stockholder Litig. C.A. No. 10698-VCN, Mr. Oddo secured a $19.5 million settlement on behalf of former Saba Software shareholders in a class action alleging the company had engaged in a flawed and self-serving sales process in exchange for inadequate merger consideration for Saba Software

Page 9 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 11 of 18 shareholders. The court acknowledged that the settlement was "exemplary" and a "strong recovery for the class." In In re Venoco, Inc. S'holder Litig., C.A. No. 6825-VCG (Del. Ch. Oct. 5, 2016), Mr. Oddo, serving as co-lead counsel to the public shareholders of the energy company, achieved a $19 million settlement fund for shareholders – a significant recovery in light of Venoco's dire financial circumstances. Mr. Oddo earned praise from the judge for securing a "good result for all" and noted Robbins LLP as "excellent counsel." Mr. Oddo secured a $5.9 million settlement fund as lead counsel in In re Star Scientific, Inc. Securities Litig., No. 3:13-CV- 00183-JAG (E.D. VA July 6, 2015), a securities fraud class action alleging that defendants made materially false and misleading statements regarding one of the company's clinical trials. In In re PETCO Animal Supplies, Inc. S'holder Litig., Lead Case No. GIC 869399 (Cal. Super. Ct.-San Diego Cnty. Mar. 26, 2010), Mr. Oddo helped secure a $16 million settlement fund for the shareholder class after three years of contentious litigation. At his former firm, Mr. Oddo represented shareholders of eMachines, Inc., in In re eMachines, Inc. Merger Litigation, No. 01-CC-00156 (Cal. Super. Ct.-Orange Cnty. July 25, 2007), in challenging the efforts of the company's founder to take the company private. Mr. Oddo's litigation efforts helped secure a $24 million common fund for shareholders. In the merger and acquisition-related securities class action In re Electronic Data Systems Class Action Litigation, Master File No. 366-01078-2008 (Tex. Dist. Ct.-Collin Cnty. Dec. 23, 2008), Mr. Oddo served as lead counsel and challenged the acquisition of Electronic Data Systems Corporation by Hewlett-Packard Company. Mr. Oddo negotiated a pre-closing settlement that secured for Electronic Data Systems shareholders a $25 million dividend and the disclosure of previously omitted material information concerning the transaction that allowed for an informed shareholder vote. Prior to joining Robbins LLP, Mr. Oddo was a partner at the firm now known as Robbins Geller Rudman & Dowd LLP, where Mr. Oddo was part of a team at the forefront of litigating shareholder claims challenging unfair business combinations. Before entering the legal profession, Mr. Oddo served as Press Secretary to U.S. Representative Robert T. Matsui (D-Cal).

Mr. Oddo received his Juris Doctor in 1994 from the University of San Diego School of Law. During law school, he interned for the Honorable Eugene Lynch, U.S. District Judge in the Northern District of California. Mr. Oddo earned his Master of Science in Journalism from Northwestern University, Medill School of Journalism in 1987, and his Bachelor of Arts from Santa Clara University in 1986. Mr. Oddo is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California, the District of Colorado, the Northern District of Illinois, the Southern District of Texas, the Eastern District of Michigan, and the Eastern District of Wisconsin.

Brian J. Robbins

Brian J. Robbins is a co-founder and the managing partner of Robbins LLP and oversees the management of the firm and its practice areas. He has committed his entire career to representing shareholders, employees, consumers, and businesses in complex litigation matters. Focusing on shareholder rights litigation, Mr. Robbins has served as lead or co-lead counsel in many complex, multi-party actions across the country on behalf of U.S. and international clients. He has secured hundreds of millions of dollars in monetary recoveries and comprehensive corporate governance enhancements for shareholders and the public corporations in which they have invested.

In Titan, Inc. Securities Litigation, No. 04-CV-0676-LAB (NLS) (S.D. Cal. Dec. 20, 2005), Mr. Robbins helped obtain a $61.5 million recovery, one of the largest securities fraud class action recoveries in San Diego's history, and in In re Tenet Healthcare Corporation Derivative Litigation, No. 01098905 (Cal. Super Ct.-Santa Barbara Cty. May 5, 2006), aff'd, No. B192252 (Cal. App. Sept. 20, 2007), he helped recover $51.5 million for Tenet and sweeping corporate governance enhancements and remedial measures. In In re OM Group, Inc. Derivative Litigation, No. 1:03-CV-0020 (N.D. Ohio Nov. 10, 2005), Mr. Robbins secured $29 million for OM Group, the removal of the company's long term chief executive officer, the addition of two shareholder-nominated directors, and other corporate governance reforms, and in In re Wireless Facilities, Inc. Derivative Litigation, No. 04-CV- 1663-JAH-(NLS) (S.D. Cal. Mar. 30, 2010), Mr. Robbins was instrumental in obtaining the forfeiture of stock and/or stock options back to the company by certain officers, restricted voting rights for certain former officers and directors, monetary reimbursement to the company, and corporate governance reforms, such as the addition of two independent directors to the board and an annual review of the chairman's performance. Mr. Robbins was also instrumental in achieving an extraordinary settlement on behalf of his shareholder client in Kloss v. Kerker, No. 50-2010-CA-018594-XXXX-MB (Fla. Cir. Ct.-Palm Beach Cty. May 27, 2011), which virtually saved

Page 10 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 12 of 18 vitamin and supplement retailer Vitacost.com, Inc. from bankruptcy and helped to preserve the equity interests of its shareholders.

Mr. Robbins is recognized nationally as a leader in the plaintiffs' bar. He has authored articles in several national publications and speaks to audiences as an authority on securities litigation, corporate governance, and shareholder rights topics. For his leadership and achievements, he has been named a Super Lawyer for the past 14 years (2007–2021), Best of the Bar by San Diego Business Journal (2014–2016), and a Top 50 Attorney in San Diego by Super Lawyers (2014, 2016, 2018-2021). He was also recognized by Best Lawyers in America for Securities Litigation (2016-2018), and a Top Attorney by The Daily Transcript (2015).

Mr. Robbins earned his Master of Laws (LL.M.) in Securities and Financial Regulation from the Georgetown University Law Center in 1998 and received his Juris Doctor from Vanderbilt Law School in 1997. While at Vanderbilt, Mr. Robbins served as research assistant for two corporate and securities law professors: Professor Donald C. Langevoort, former Special Counsel for the U.S. Securities and Exchange Commission in the Office of the General Counsel, and the late Professor Larry D. Soderquist, one of the most respected professors in the field of corporate and securities law. He earned his Bachelor of Arts in Sociology from the University of California, Berkeley in 1993 after only two and a half years of study. Mr. Robbins is licensed to practice law in the State of California and the State of Connecticut, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California, the District of Colorado, the District of Connecticut, and the Western District of Texas, as well as the U.S. Courts of Appeals for the Second, Fifth, Sixth, Ninth, and Tenth Circuits.

Shane P. Sanders

Shane P. Sanders represents individual and institutional investors in shareholder derivative actions, securities fraud class actions, and mergers and acquisitions actions. He has helped prosecute shareholder litigation that recouped millions of dollars from fraudulent corporate officers and secured the implementation of extensive corporate governance reforms at public corporations. In so doing, Mr. Sanders has successfully opposed numerous dispositive motions, including motions based on demand futility.

Mr. Sanders helped litigate shareholder derivative litigation on behalf of Fifth Street Finance Corp., In re Fifth Street Finance Corp. Shareholder Derivative Litigation, Lead Case No. 3:15-cv-01795-RNC (D. Conn. Dec. 13, 2016), based on allegations that the company's officers and directors caused Fifth Street to pursue reckless asset growth strategies, employ aggressive accounting and financial reporting practices, and pay excessive fees to its investment advisor to inflate the investment advisor's perceived value in advance of its initial public offering. Mr. Sanders was instrumental in the discovery efforts and settlement negotiations and mediations, and helped secure an outstanding settlement for Fifth Street and its stockholders, including advisory fee reductions worth at least $30 million to Fifth Street, and comprehensive corporate governance, oversight, and conflicts management enhancements to substantially improve the compliance control environment at Fifth Street and reduce the likelihood of a recurrence of similar wrongdoing in the future. Mr. Sanders was the lead associate in In re Koss Corporation Shareholder Derivative Litigation, No. 10-CV-2422 (Wis. Cir. Ct.-Milwaukee Cnty. Sept. 22, 2011), a shareholder derivative action that involved the theft of tens of millions of dollars from the company by one of its executive officers. In that case, Mr. Sanders and his fellow counsel defeated defendants' motion to dismiss based on demand futility and negotiated a settlement that provided for the implementation of extensive corporate governance changes, including the separation of the positions of chairman of the board of directors, chief executive officer, and chief financial officer; the appointment of a lead independent director; enhanced accounting and audit functions; and the implementation of a plan requiring the reimbursement of excess incentive-based compensation in the event of a financial restatement. In In re Fossil, Inc. Derivative Litigation, No. 3:06-cv-01672-F (N.D. Tex. July 6, 2011), Mr. Sanders supported a team in multi-year derivative litigation that achieved a settlement securing $8.6 million payment for Fossil from individual defendants and industry leading corporate governance reform, such as declassifying the election of directors to the board. Mr. Sanders was the lead associate in Paschetto v. Shaich, No. 08-SL-CC00805 (Mo. Cir. Ct.-St. Louis Cnty. April 8, 2011), a shareholder derivative action on behalf of Panera Bread Company in which Mr. Sanders helped the firm defeat defendants' motion to dismiss based on demand futility and negotiate a settlement that provided substantial benefits to the company and its shareholders. In In re Vitesse Semiconductor Corporation, No. Civ240483 (Cal. Sup. Ct.-Ventura Cnty. Oct. 17, 2008), Mr. Sanders was part of a team that achieved the return of more than $13 million from company insiders and valuable corporate governance improvements. In In re Ligand Pharmaceuticals, Inc. Derivative Litigation, No. GIC834255 (Cal. Super. Ct.-San Diego Cnty. Oct. 12, 2006), Mr. Sanders supported a team that persuaded the court that demand on the board of directors was futile and

Page 11 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 13 of 18 subsequently defeated all of defendants' other motions, and helped obtain a $14 million payment to the corporation and significant corporate governance improvements for the company.

For his achievements, Mr. Sanders was recognized by his peers as a Super Lawyer Rising Star (2015) and Super Lawyer (2021).

Mr. Sanders received his Juris Doctor degree in 2004 from the University of San Diego School of Law. While in law school, Mr. Sanders served as a law clerk at the San Diego County Public Defender's Office, and he was a member of the Association of Trial Lawyers of America and USD's Sports and Entertainment Law Society. He also participated in USD's Thorsnes Closing Argument Competition and Senior Honors Moot Court Competition, receiving among the highest marks for his written briefs. Mr. Sanders graduated from the University of California, Santa Barbara in 2001 with a Bachelor of Arts degree in Sociology. He is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California and the District of Colorado, as well as the U.S. Courts of Appeals for the First, Second, Third, and Ninth Circuits.

Kevin A. Seely

Kevin A. Seely devotes his practice to representing shareholders, whistleblowers, and consumers in complex derivative, qui tam, and class actions throughout the U.S. A tenacious trial lawyer with more than 25 of litigation experience in both the public and private sectors and in criminal and civil fraud prosecutions, Mr. Seely has successfully prosecuted top corporate executives, high-ranking government officials, and corporate entities for a variety of wrongdoing, including theft of government services, bribery, embezzlement, and health care fraud.

Mr. Seely has achieved significant results for his clients. In In re Community Health Systems, Inc. Shareholder Derivative Litig., No. 3:11-cv-00489 (M.D. Tenn. Jan. 20, 2017), serving as plaintiff's co-lead counsel, Mr. Seely and his team were instrumental in obtaining a $60 million cash payment to Community Health, which is believed to be the largest shareholder derivative recovery in the Sixth Circuit to date, and extensive corporate governance reforms. The firm brought In re Alphatec Holdings, Inc., Derivative Shareholder Litigation, No. 37-2010- 00058586-CU-BT-NC (Cal. Super. Ct.–San Diego Cnty. Aug. 21, 2014) on behalf of Alphatec Holdings, Inc. to hold the company's fiduciaries responsible for their role in depleting shareholder equity through their self-serving actions. Mr. Seely's efforts resulted in the resignation of several defendant directors and senior executives, and Alphatec's implementation of reforms providing for director independence, greater review and oversight of related party transactions, and enhanced audit committee responsibilities regarding disclosure of company financial information. In shareholder derivative litigation on behalf of Computer Sciences Corporation, Bainto v. Laphen, No. A-12-661695-B (Nev. Dist. Ct.-Clark Cnty. Nov. 6, 2013), arising out of senior management and board of directors' breaches of fiduciary duties, Mr. Seely obtained extensive governance enhancements, including personnel changes, implementation of a Global Ethics & Compliance Program, and finance and administration training to strengthen accounting procedures and processes. Mr. Seely's settlement in In re SciClone Pharmaceuticals, Inc. Shareholder Derivative Litigation, No. CIV 499030 (Cal. Super. Ct.-San Mateo Cnty. Dec. 13, 2011), was praised by the Honorable Marie S. Weaver as "the most detailed and extensive corporate governance changes I've seen in a derivative settlement," and established consequences to employees for violations of the FCPA and other criminal misconduct. The settlement also created the position of compliance coordinator and a compliance program and code, instituted a due diligence process pertaining to the hiring of all foreign agents and distributors and demanded employee compliance training, established policies for disclosure and clawback of incentive-based compensation for officers in the event of a material restatement of the company's financial statements, and modified the company's whistleblower programs. In In re ArthroCare Corporation Derivative Litigation, No. D-1-GN-08-003484 (W.D. Tex.); Weil v. Baker, No. 08-CA-00787-SS (W.D. Tex Dec. 8, 2011), Mr. Seely obtained a substantial monetary recovery for ArthroCare Corporation, as well as the implementation of enhanced internal controls and reforms designed to curtail future corporate misconduct.

Prior to joining Robbins LLP, Mr. Seely served as an Assistant U.S. Attorney ("AUSA") in the U.S. District Court for the Southern District of California where he prosecuted civil fraud claims under the federal False Claims Act. He also served as an AUSA for the Districts of Guam and Northern Mariana Islands, focusing on white collar crime and public corruption matters. In actions filed on behalf of various U.S. federal agencies, Mr. Seely led the investigation, litigation, and negotiation of numerous settlements resulting in the return of millions of dollars to the victims of complex financial, accounting, and contract fraud schemes. Before becoming a federal prosecutor, Mr. Seely was a partner at a prominent commercial litigation law firm with offices in Guam and the

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Commonwealth of the Northern Mariana Islands.

Mr. Seely has authored articles in leading legal publications on shareholder and consumer rights topics, and was named a Super Lawyer for the past seven years (2015–2021).

Mr. Seely received his Juris Doctor in 1992 from the Northwestern School of Law of Lewis & Clark College. While in law school, he was an associate editor of the Lewis & Clark Law Review. Mr. Seely graduated cum laude from the University of California, Irvine in 1988. He is licensed to practice law in the State of California, the territory of Guam, and the Commonwealth of the Northern Mariana Islands. Mr. Seely has been admitted to the U.S. District Courts for the Northern, Central, Southern, and Eastern Districts of California, the District of Colorado, the Northern District of Florida, the District of Guam, the Northern and Central Districts of Illinois, the Eastern District of Michigan, the District of the Northern Mariana Islands, and the Western District of Texas, as well as the U.S. District Court of Appeals for the Ninth Circuit.

Craig W. Smith

Craig C. Smith represents shareholders in derivative and securities fraud class actions. His clients include shareholders invested in the banking and finance, biotechnology, defense, education, information technology, leisure, consumer goods, and pharmaceutical industries. Mr. Smith also serves as the firm's general counsel.

Mr. Smith has led the firm's prosecution of a number of successful actions brought directly on behalf of shareholders and derivatively for the benefit of public corporations. In In re Fifth Street Corp. Shareholder Derivative Litigation, Lead Case No. 3:15-cv-01795-RNC (D. Conn. Dec. 13, 2016), Mr. Smith served as lead counsel in shareholder derivative litigation on behalf of Fifth Street to challenge alleged conflicts of interest in Fifth Street's relationship with its investment advisor after certain Fifth Street officers and directors caused the company to make reckless investments and pay excessive fees to inflate the investment advisor's perceived value in advance of its initial public offering. Mr. Smith led the settlement negotiations that resulted in advisory fee reductions worth at least $30 million and comprehensive corporate governance, oversight, and conflicts management enhancements. Mr. Smith and his team played a leading role in a shareholder derivative suit brought on behalf of Avon Products, Inc., Pritika v. Jung, No. 651479/2015 (N.Y. Sup. Ct. May 1, 2015), against certain officers and directors who plaintiffs allege turned a blind eye to bribes made in violation of the FCPA to secure the first foreign direct sales license in China. Mr. Smith led the negotiations that resulted in Avon's agreement to adopt a comprehensive corporate governance and compliance reform program. The Wall Street Journal praised the settlement as "a victory for shareholders looking for accountability from the business." Mr. Smith also played a leading role in shareholder derivative litigation brought on behalf of Career Education Corporation against officers and directors who plaintiffs alleged allowed its for-profit schools to falsify job placement and student loan repayment rates, fall short of accreditation standards, and jeopardize access to the Title IV federal student loan funds that account for the lion's share of its revenues. Mr. Smith and his co-counsel in Alex v. McCullough, No. 1:12-cv-08834 (N.D. Ill. Dec. 5, 2012); Bangari v. Lesnik, No. 1:11-CH-41973 (Ill. Cir. Ct.-Cook Cty. Dec. 11, 2011); and Cook v. McCullough, No. 1:11-cv-09119 (N.D. Ill. Dec. 22, 2011), negotiated a global settlement that secured a $20 million recovery for Career Education, as well as comprehensive board and management-level governance and oversight reforms.

Mr. Smith has played an important role in improving the quality of corporate governance and oversight at pharmaceutical and bio-technology companies. In In re Forest Labs., Inc., Derivative Litigation, No. 1:05-cv- 03489 (RJH) (S.D.N.Y. Feb. 7, 2012), Mr. Smith secured comprehensive regulatory oversight and compliance reforms to address the fallout resulting from Forest Lab's marketing of Celexa and Lexapro for off-label treatment of pediatric depression –– violations that cost Forest Labs more than $313 million in fines and sanctions. The reforms included the creation of Chief of Compliance and Chief Medical Officer positions, board oversight and management-level oversight of sales and promotions compliance, comprehensive policies and procedures governing sales and promotional activities, and compliance monitoring programs, including field sampling of interactions with physicians and rigorous reporting procedures and controls. Mr. Smith spearheaded the litigation and settlements in shareholder derivative actions brought on behalf of biotechnology companies, MannKind Corporation, In re MannKind Corp. Derivative Litigation, No. 1:11-cv-05003-GAF-SSx (C.D. Ca. June 13, 2011), and CTI BioPharma (f.k.a. Cell Therapeutics), In re Cell Therapeutics, Inc., Derivative Litigation, No. 2:10-cv-00564-MJP (W.D. Wash.-Seattle Apr. 1, 2010), that led to their adoption of state-of-the-art clinical trial and disclosure oversight and internal controls programs, following costly mismanagement of clinical trials and publication of misleading disclosures.

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Mr. Smith played a leading role in securing best-in-class corporate governance for Motorola, Inc. in shareholder derivative litigation arising from Motorola's publication of misleading statements about prospects for its next- generation cell phones and related revenue projections. In re Motorola, Inc. Derivative Litigation, No. 07-CH- 23297 (Ill. Cir. Ct.-Cook Cty. Nov. 29, 2012). Mr. Smith was instrumental in drafting and negotiating a comprehensive overhaul of board- and executive-level supervision of financial disclosures, as well as broader corporate governance reforms designed to align director and executive compensation with long-term shareholder interests and to eliminate incentives for executives to manipulate results or withhold negative information from shareholders. As lead counsel in Monday v. Meyer, No. 1:10-cv-01838-DCN (N.D. Ohio Aug. 17, 2012), Mr. Smith challenged the KeyCorp Board of Director's handling of an unlawful tax avoidance scheme, which exposed the bank to billions of dollars in back taxes and fines by the IRS. While the case was on appeal, Mr. Smith negotiated corporate governance reforms that strengthened KeyCorp's internal controls and Board oversight over financial transactions and legal/regulatory risk, capital planning, dividends, and stock repurchases. Mr. Smith played a key role in persuading Brocade Communication Systems, Inc.'s Board Special Litigation Committee to prosecute stock option backdating claims against former officers and directors of Brocade. In re Brocade Communication Systems, Inc., Derivative Litigation, No. 1:05-cv-041683 (Cal. Super. Ct.-Santa Clara Cty. Jan. 28, 2010). As part of a four-lawyer team, Mr. Smith convinced the Committee to retain the firm as co-counsel to pursue the claims. Brocade recovered tens of millions of dollars and extinguished its obligation to fund the criminal defense of its former CEO.

Mr. Smith was recognized by his peers as a San Diego Super Lawyer for seven consecutive years (2015–2021).

Before joining Robbins LLP, Mr. Smith served for four years as division and regional counsel for UBS Financial Services, Inc., a global financial services company, where he advised management regarding litigation, regulatory, and employment matters arising in the company's Northern Pacific region. Mr. Smith spent the first decade of his career at O'Melveny & Myers LLP, where he defended Fortune 500 companies and professional services firms in securities fraud class actions, shareholder derivative litigation, SEC investigations and enforcement actions, and professional malpractice and business tort matters. Mr. Smith served for five years on O'Melveny & Myers' firm-wide Pro Bono Committee.

Mr. Smith earned his Juris Doctor in 1992 from Yale Law School. At Yale, he externed for the U.S. Attorney's Office in New Haven, Connecticut. Mr. Smith graduated with highest honors in Political Science and highest distinction in Letters and Science from the University of California, Berkeley in 1988, and was initiated into Phi Beta Kappa as a junior. He is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California, as well as the U.S. Courts of Appeals for the First, Sixth, Eighth, and Ninth Circuits.

ASSOCIATES

Emily R. Bishop

Emily R. Bishop is a member of the firm's Shareholder Rights Group primarily representing individual and institutional shareholders in complex litigation, including shareholder derivative and securities fraud class actions. She was previously a part of the firm's New Matters Group where she evaluated factual and legal theories for liability and recovery and drafted complaints for clients.

Ms. Bishop is a member of the San Diego County Bar Association.

Ms. Bishop received her Masters of Laws in Taxation from University of San Diego and her Juris Doctor from University of San Diego School of Law, where she graduated cum laude. During her time in law school, Ms. Bishop served as the articles editor for the San Diego International Law Journal and interned at several boutique litigation law firms. Ms. Bishop earned her Bachelor of Business Administration degree in Economics and Real Estate and a Bachelor of Arts in Political Science from the University of San Diego. She is licensed in the State of California.

Eric M. Carrino

Eric M. Carrino focuses his practice on representing individuals and institutional shareholders in complex securities litigation, including derivative shareholder rights matters and securities class actions. Mr. Carrino

Page 14 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 16 of 18 previously worked within the firm's Antitrust Litigation Group. For his work, Mr. Carrino has been recognized as a Super Lawyers Rising Star for four consecutive years (2018–2021)

First joining the firm in 2011, Mr. Carrino worked as a client relations specialist before attending law school. In that role, he developed a passion for protecting the rights and interests of shareholders by working closely with the firm's clients and supporting the firm's Stock Watch program.

Mr. Carrino received his Juris Doctor degree in 2015 from the University of San Diego School of Law with a concentration in corporate and securities law. He graduated cum laude and was the recipient of the Law Facility Honor Scholarship and the Faculty Outstanding Scholar Award. While in law school, Mr. Carrino was a member of the San Diego Review and clerked for a Los Angeles based aviation and aerospace law firm, as well as for Robbins LLP. Mr. Carrino graduated cum laude in 2010 from the University of California, Los Angeles with a Bachelor of Science degree in Political Science. He is licensed to practice in the State of California and has been admitted to the U.S. District Court for the Southern and Northern Districts of California and Eastern District of Wisconsin.

Aaron M. Dumas, Jr.

Aaron M. Dumas, Jr. is a member of the firm's Business Development Group. In this role, Mr. Dumas on-boards the firm's clients, maintains relationships, and ensures outstanding client support and engagement throughout the litigation process. Prior to this role, Mr. Dumas served as a staff attorney for the firm, conducting extensive legal research and document review, and drafting motions, settlement offers and litigation and inspection demands.

In addition to his experience at Robbins LLP, Mr. Dumas worked for another well-known shareholder rights law firm, was a solo practitioner serving a broad range of clients in criminal, civil and family law matters, and worked for a consulting firm drafting contracts related to real estate investments and assisting in the acquisition of federal government contracts.

Mr. Dumas received his Juris Doctor in 2006 from the University of San Diego School of Law. While in law school, Mr. Dumas served as a research assistant for Professor Joseph J. Darby and a summer associate for Sony Electronics Limited. He participated in moot court and studied abroad in Florence, Italy. Mr. Dumas received his Bachelor of Science in 2001 in Zoology from the University of Texas. He is licensed to practice in the State of California

Trevor S. Locko

Trevor S. Locko focuses his practice on consumer class actions and shareholder rights litigation. Prior to joining Robbins LLP, Mr. Locko worked for a local law firm overseeing discovery production for a multi-million dollar arbitration process.

Mr. Locko received his Juris Doctor from University of San Diego School of Law. During his time in law school, Mr. Locko interned for the Attorney General of San Diego and served as a research assistant to Professor Jordan Barry. Mr. Locko earned his Bachelor of Arts degree in Political Science with a minor in Law and Economics from University of San Diego. With an intent to enter law school, Mr. Locko interned at various law firms while earning his undergraduate degree. He is licensed in the State of California, and admitted to practice in the U.S. District Court for the Central District of California and the U.S. District Court for the Eastern District of Wisconsin.

Matias Montillano

Matias Montillano is a member of the firm’s Shareholder Rights Practice Group. In this role, he represents individual and institutional shareholders in complex litigation focused on holding corporate executives accountable for conduct that harms shareholders' interests. Prior to entering the legal profession, Mr. Montillano worked in the technology industry, and for several years managed the operations of a financial software company.

Mr. Montillano received his Juris Doctor from the University of San Diego School of Law where he was editor of the San Diego Law Review. While in law school, Mr. Montillano interned for the California Department of Justice - Office of the Attorney General, the Honorable Anthony J. Battaglia, U.S. District Judge for the Southern District

Page 15 of 17 Case 4:18-cv-00920-CW Document 61-2 Filed 05/11/21 Page 17 of 18 of California, and the General Counsel of the Department of the Air Force. He also worked as a law clerk for a local securities litigation law firm. Mr. Montillano received his Bachelor of Arts from the University of California, Riverside in Political Science.

Michael J. Nicoud

Michael J. Nicoud is a member of the firm's Antitrust Practice Group. Previously, Mr. Nicoud was a member of the firm's Shareholder Rights Practice Group, representing individual and pension plan investors in complex litigation to improve corporate governance practices and recover lost assets for shareholders of publicly traded companies. Mr. Nicoud has litigated cases involving antitrust violations, accounting fraud, insider trading, false and misleading statements, and other types of fiduciary and corporate misconduct at public and private companies. In addition to his experience at Robbins LLP, Mr. Nicoud has worked at several boutique business litigation firms in San Diego, where he worked on trials, arbitrations, and mediations in cases before state and federal courts. For his work, Mr. Nicoud's peers have recognized him as a Super Lawyer Rising Star for six consecutive years.

Mr. Nicoud received his Juris Doctor degree from the University of Colorado Law School. While in law school, Mr. Nicoud served as an intern at the San Diego Public Defender's Office, as an editor of the Colorado Journal of International Environmental Law and Policy, as president of the Student Trial Lawyers Association, and was on the Moot Court Board. As a member of the mock trial team, he earned a best advocate award at the national level, and received the Melanie Ruth Vogl Memorial Scholarship for Outstanding Trial Advocacy. Mr. Nicoud received his Bachelor of Science in Environmental Science, with honors, from the University of Calgary in Alberta, Canada. Mr. Nicoud is licensed to practice law in California, and has been admitted to the U.S. District Court for the Northern and Southern Districts of California, the U.S. District Court for the District of Colorado, the U.S. District Court for the Central District of Illinois, and the U.S. District Court of Appeals for the Second and Ninth Circuit.

Jacob W. Ogbozo

Jacob W. Ogbozo is a member of the firm’s Antitrust Practice Group. Mr. Ogbozo has extensive experience in large-scale class action discovery. He is a subject matter expert on multiple e-discovery platforms and his experience includes investigating and helping to develop complex theories of liability, preparing depositions and other discovery, interfacing with expert witnesses and consultants, and supervising the firm's antitrust staff attorneys.

In addition to his experience at Robbins LLP, Mr. Ogbozo worked for several non-profit agencies focusing on environmental and landlord tenant law and several law firms focusing on environmental and securities law. Mr. Ogbozo also worked as an Administrative Hearing Officer in which he conducted administrative appeal hearings on behalf of several local municipalities.

Mr. Ogbozo received his Juris Doctor from the University of San Diego School of Law where he received multiple scholarships in recognition of his academic achievements. While in law school, Mr. Ogbozo interned and clerked for the Honorable Paul A. Magnuson, U.S. District Judge for the District of Minnesota; the City of San Diego, Neighborhood Code Compliance; and the San Diego County Counsel. Mr. Ogbozo received his Bachelor of Arts from the University of Minnesota where he triple majored in Political Science, International Studies and Spanish Language.

Mario D. Valdovinos

Mario D. Valdovinos is a member of the firm’s Shareholder Rights Practice Group where he focuses on protecting the rights of shareholders in complex matters involving shareholder derivative and securities fraud class actions. Prior to joining Robbins LLP as an associate, Mr. Valdovinos served as a summer law clerk for the firm.

Mr. Valdovinos received his Juris Doctor degree from Michigan State University College of Law. While in law school, Mr. Valdovinos participated in moot court, where he was recognized as regional champion and for writing the best brief in the Giles Sutherland Rich Patent Competition. Mr. Valdovinos received his Bachelor of Science in Business Administration from California State University, Long Beach.

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OF COUNSEL

Ashley R. Rifkin

Ashley R. Rifkin has almost 15 years' experience representing clients in complex litigation, including shareholder rights, consumer class actions, and antitrust matters. She has helped achieve significant recoveries for shareholders in connection with securities class actions involving corporate mergers and acquisitions. For example, in Fuerstenberg v. Mid-State Bancshares, No. CV 060976 (Cal. Super. Ct.-San Luis Obispo County Oct. 4, 2007), Ms. Rifkin was part of the litigation team that obtained waivers of the "confidentiality" and "no- shop" provisions in the sale agreement, which enabled other suitors to participate effectively in the bidding process. In In re HCA Inc. Derivative Litigation, No. 3:05-CV-0968 (M.D. Tenn. Dec. 20, 2007), Ms. Rifkin was part of the litigation team that forced the disclosure of material information to shareholders before they voted on the proposed buyout by a private equity group and founding member.

Ms. Rifkin has litigated shareholder derivative actions on behalf of corporations and shareholders seeking to redress various forms of corporate misconduct including backdating and springloading practices, false and misleading public disclosures, improper Medicare and Medicaid billing practices, claims of off-label marketing, violations of the FCPA, and other state and federal law violations. She has helped achieve considerable monetary recoveries and corporate governance reforms for clients and companies through these actions. In In re Community Health Systems Inc. Shareholder Derivative Litig., No. 3:11-cv-00489 (M.D. Tenn. Jan. 20, 2017), Ms. Rifkin was part of the team that brought shareholder derivative litigation against the officers and directors of Community Health Systems, Inc. alleging that the fiduciaries systematically steered patients into medically unnecessary inpatient admissions when they should have been treated as outpatient. Ms. Rifkin oversaw the extensive document review process and other aspects of discovery. Ms. Rifkin's team obtained a $60 million cash payment to Community Health and the implementation of extensive corporate governance reforms. In shareholder derivative litigation arising from Motorola Inc.'s publication of allegedly misleading statements regarding its next-generation cell phones and revenue projections, In re Motorola, Inc. Derivative Litig., No. 07CH23297 (Ill. Cir. Ct.-Cook Cnty. Nov. 29, 2012), Ms. Rifkin helped negotiate comprehensive governance reforms that overhauled the company's oversight of financial disclosures and achieved structural reforms that better aligned director and executive compensation with long-term shareholder interests. Ms. Rifkin served alongside a team of plaintiff firms in antitrust litigation involving allegations of conspiracy among private equity firms to rig bids, restrict the supply of private equity financing, fix transaction prices, and divide up the market for private equity services for leveraged buyouts. Dahl v. Bain Capital Partners, No. 1:07-cv-12388 (WGY) (D. Mass. Mar. 17, 2015). The defendants settled for more than $590 million.

Ms. Rifkin was named a Super Lawyer Rising Star (2015-2016, 2019-2020) and to the "Best Young Attorneys in San Diego County" list by The Daily Transcript (2011).

Ms. Rifkin received her Juris Doctor in 2006 from Thomas Jefferson School of Law. She graduated summa cum laude second in her class, was on the Dean's List, and received the Outstanding Scholastic Achievement Award for the 2004-2005 school year. While in law school, Ms. Rifkin served as a judicial extern for the Honorable David A. Workman in the Los Angeles Superior Court. She also was chief articles editor and notes editor of the Thomas Jefferson Law Review and vice president of operations of the Tax Society. Ms. Rifkin graduated from the University of California, Santa Barbara in 2002 with a Bachelor of Arts degree in Psychology. She is licensed to practice law in the State of California, and has been admitted to the U.S. District Courts for the Northern, Central, and Southern Districts of California, the District of Colorado, and the U.S. Courts of Appeals for the Ninth and Tenth Circuits

Page 17 of 17 Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 1 of 23

Exhibit B Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 2 of 23

1 UNITED STATES DISTRICT COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 OAKLAND DIVISION 4 5 Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv-01284-CW) 6 DERIVATIVE LITIGATION

7 This Document Relates To: 8 ALL CASES. 9

10 DECLARATION OF MELISSA A. FORTUNATO FILED ON BEHALF OF 11 BRAGAR EAGEL & SQUIRE, P.C. IN SUPPORT OF PLAINTIFFS’ COUNSEL’S 12 UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT 13

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28 - 1 - DECLARATION OF MELISSA A. FORTUNATO FILED ON BEHALF OF BRAGAR EAGEL & SQUIRE, P.C, IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 3 of 23

1 I, Melissa A. Fortunato, declare as follows:

2 1. I am a partner of the firm of Bragar Eagel & Squire, P.C. (“BES”). BES is additional 3 counsel of record for plaintiff Mario Romero in the above captioned action.1 I am admitted to practice 4 before the courts of the State of California. I submit this declaration in support of Plaintiffs’ 5 Unopposed Motion for Final Approval of Derivative Settlement. I led our firm’s litigation efforts 6 and supervised the work of the attorneys and professional staff who contributed to this matter. I have 7 personal knowledge of the following facts, and, if called upon, I could and would competently testify 8 thereto.

9 2. My firm seeks attorneys’ fees and reimbursement of expenses for the work performed 10 as additional counsel in connection with the above captioned action, as well as for the services 11 provided to our client in connection with Romero v. Woodman, et al., Case No. 18-cv-01284-CW 12 (N.D. Cal.) (“Romero Action”). My firm undertook this representation on a wholly contingent basis, 13 with the understanding that we would receive no compensation, and our expenses would not be 14 reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

15 3. BES’s time report reflects time recorded contemporaneously and then compiled in the 16 firm’s electronic time-keeping system. I supervised and worked directly with the attorneys and other 17 professional staff who billed time to this matter. Having carefully reviewed their time records, I can 18 aver that the hours reported and the work they reflect were reasonably necessary to the successful 19 commencement, prosecution, and settlement of the Derivative Matters. BES’s lodestar is based on 20 hourly rates ranging from $825 to $925 for partners and $325 to $875 for of counsel attorneys, 21 associates, and professional staff. The hourly rates shown in the chart in paragraph 4 below are the 22 usual and customary rates charged for each individual biller. These rates are set based on market

23 rates for attorneys of comparable skill and experience, and they have been approved by federal and 24 state courts throughout the nation, including this Court. See Exhibit A attached hereto (firm résumé). 25

26 1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the 27 Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2). 28 - 2 - DECLARATION OF MELISSA A. FORTUNATO FILED ON BEHALF OF BRAGAR EAGEL & SQUIRE, P.C, IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 4 of 23

1 4. From the inception of the Romero Action through execution of the Stipulation of 2 Settlement on February 4, 2021, BES devoted 317.75 hours to the litigation, representing total 3 lodestar of $199,418.75. The chart below summarizes the hours, hourly rates, and lodestar of each 4 BES professional who worked on this matter:

5 NAME POSITION2 HOURS RATE TOTAL Brandon Walker P 22.75 $925 $21,043.75 6 David J. Stone P 17.50 $875 $15,312.50 7 Melissa A. Fortunato P 69.50 $825 $57,337.50 Todd Henderson A 136.25 $600 $81,750.00 8 Shaelyn Gambino-Morrison A 5.25 $450 $2,362.50 Paralegal PL 66.50 $325 $21,612.50 9 TOTAL 10 TOTAL HOURS 317.75 LODESTAR $199,418.75

11 5. BES incurred a total of $1,239.08 in unreimbursed expenses in connection with the 12 prosecution of the Romero Action, as summarized in the chart below:

13 CATEGORY TOTAL Filing Fees $800 14 Postage $105.93 15 Copy Expense $271.50 Meals and Transportation $61.65 16 TOTAL EXPENSES $1,239.08

17 6. These expenses are reflected in records maintained by my firm in the ordinary course 18 of business. These records are prepared from expense vouchers, invoices, and other billings records 19 submitted contemporaneously as they are incurred. I have reviewed the expense records in detail and 20 can aver that they were reasonably necessary for the effective and efficient prosecution and resolution 21 of the derivative claims brought on behalf of GoPro, and are reasonable in amount.

22 7. As set forth in BES’s firm résumé, a true and correct copy of which is attached hereto 23 as Exhibit A, the attorneys primarily responsible for leading the Romero Action are experienced and 24 skilled advocates. 25

27 2 (P) Partner; (OC) Of Counsel; (A) Associate; (PL) Paralegal. 28 - 3 - DECLARATION OF MELISSA A. FORTUNATO FILED ON BEHALF OF BRAGAR EAGEL & SQUIRE, P.C, IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 5 of 23

1 8. Here, Mario Romero maintained his holdings of GoPro stock throughout the litigation, 2 monitored BES’s activity through the life of the litigation, and was always available for updates on 3 the litigation, including the status of settlement negotiations. Given his participation and the favorable 4 benefit achieved in the Settlement, I believe that Incentive Awards of $1,000.00 to each Settling 5 Shareholder, to be deducted from Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and 6 appropriate. 7 I declare under penalty of perjury under the laws of the United States of America that the 8 foregoing is true and correct. Executed this 6th day of May, 2021, at San Francisco, CA.

9 /s/ Melissa A. Fortunato Melissa A. Fortunato 10 11 12 13 14 15

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28 - 4 - DECLARATION OF MELISSA A. FORTUNATO FILED ON BEHALF OF BRAGAR EAGEL & SQUIRE, P.C, IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 6 of 23

Exhibit A Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 7 of 23

FIRM RESUME

Bragar Eagel & Squire, P.C. represents clients in complex litigation throughout the country. Our practice focuses on prosecuting stockholder securities class actions, corporate governance actions, and merger actions in federal and state courts. Our attorneys have been appointed as lead counsel or co-lead counsel in hundreds of securities, corporate governance, and merger actions around the country. We also have strong practices in bankruptcy-related litigation, and we are often retained by creditor committees or post- confirmation trustees to litigate D&O and other claims for the benefit of the bankruptcy estate or creditors. We also have a breadth of experience to litigate a full range of commercial disputes.

Our attorneys come from various legal backgrounds and collectively have decades of experience litigating securities class actions, corporate governance matters, merger actions, and consumer rights actions, obtaining well over a billion dollars in recoveries for clients and class members. We litigate cases aggressively, from the initial investigation, through motion practice, discovery, trial and appeals. We are headquartered in New York City and have offices in San Francisco and Los Angeles, California.

DERIVATIVE, SECURITIES, AND MERGER LITIGATION

The core of our practice is prosecuting securities class actions, corporate governance actions, and merger actions. Our attorneys have represented stockholders in hundreds of securities class actions, individual securities actions, corporate governance actions, and merger actions.

We have an active practice before the Delaware Court of Chancery and have achieved success before the Delaware Supreme Court litigating matters involving stockholder rights, corporate governance, and limited partner rights. We are one of the nation’s leading firms litigating complex legal issues under Delaware law applicable to alternative entities, including publicly-traded master limited partnerships and limited liability companies.

In the master limited partnership field, we frequently represent limited partners challenging the fairness of “conflicted” transactions between the publicly-traded partnership and its controlling parent entity. In In re El Paso Pipeline Partners, L.P., Derivative Litigation, we successfully tried claims before the Delaware Court of Chancery and obtained the only verdict finding that independent directors of a master limited partnership acted with subjective bad faith when approving a conflicted transaction with the parent. 2015 Del. Ch. LEXIS 116 (April 20, 2015).1

In Mesirov v. Enbridge Energy Company, Inc., we obtained a very favorable ruling from the Delaware Supreme Court, which clarified the standard applicable to certain conflicted

1 The case was subsequently dismissed on appeal due to plaintiff’s loss of standing.

SOUTH CAROLINA NEW YORK CALIFORNIA

Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 8 of 23

transactions between the master limited partnership and its parent. 159 A.3d 242 (Del. March 28, 2017).

Representative Matters

Derivative Actions

• Mesirov v. Enbridge Energy Company, Inc., et al., C.A. No. 11314, Appeal No. 273, (Del. Supreme Court 2016). We prosecuted class and derivative claims on behalf of Enbridge Energy Partners, L.P. (“EEP”) against EEP’s general partner, parent, and affiliated entities. The claims arose out of a January 2015 “drop down” transaction pursuant to which the general partner sold certain pipeline assets to EEP for $1 billion plus additional consideration in the form of a “special tax allocation”. We secured a favorable ruling from the Delaware Supreme Court, reversing in part the Chancery Court’s dismissal of the action. The action was dismissed as a result of EEP’s merger into Enbridge Inc., which deprived the plaintiff of standing. The EEP Special Committee that negotiated an increase in the merger price valued the derivative claims at $111.2 million and asserted that Enbridge’s offer failed to account for this value. Reported decisions: 159 A.3d 242 (Del. March 28, 2017) (reversing order of dismissal); 2018 Del. Ch. LEXIS 294 (Del. Ch. August 29, 2018) (denying in part motion to dismiss third amended complaint).

• In re Activision Blizzard, Inc. Stockholder Litigation, C.A. No. 8885 (Del. Ch. 2013). We were co-lead counsel prosecuting class and derivative claims on behalf of Activision’s stockholders arising out of a conflicted transaction unfairly favoring Activision’s senior management. The matter settled on the eve of trial for $275 million, by far the largest monetary settlement in the history of the Delaware Court of Chancery and the largest cash derivative settlement in the country. In addition, the settlement provided significant corporate governance benefits to class. Reported decision: 86 A.3d 531 (February 21, 2014) (court compelled foreign national directors of controlling stockholder to respond to discovery).

• In re El Paso Pipeline Partners, L.P. Derivative Litigation, C.A. No. 7141 (Del. Ch. 2011). We prosecuted claims on behalf of El Paso Pipeline Partners, L.P., a public master limited partnership, against its general partner and its sponsor, El Paso Corporation (now merged into Kinder Morgan, Inc.). The claims arose out of the 2010 “drop down” of certain pipeline assets from the general partner to the partnership. After trial, the Court found that the Special Committee that recommended approval of the transaction did not believe that the transaction was in the best interests of the partnership and, therefore, that the general partner breached the partnership agreement by engaging in the transaction. The Court found that the partnership was damaged in the amount of $171 million.2 Reported decision: 2015 Del. Ch. LEXIS 116 (April 20, 2015) (post-trial memorandum opinion finding that the three independent

2 The case was subsequently dismissed on appeal due to plaintiff’s loss of standing.

www.bespc.com 2 Case 4:18-cv-00920-CW Document 61-3 Filed 05/11/21 Page 9 of 23

directors that approved a conflicted transaction did not believe that the transaction was in the best interests of the partnership).

• In re Third Avenue Trust Stockholder & Derivative Litigation, Cons. C.A. No. 12184 (Del. Ch. 2016). We were co-lead counsel prosecuting claims for breach of fiduciary duty against the Trust’s officers and its investment advisor arising out of the collapse of the Third Avenue Focused Credit Fund. The case settled for $25 million.

• In re CenturyLink Sales Practices and Securities Litigation: Consolidated Derivative Action, MDL No. 17-2795 (MJD/KMM), United States District Court for the District of Minnesota. We were appointed sole lead counsel to pursue derivative claims on behalf of CenturyLink against certain of its current and former directors and officers. The claims arise out of the company’s practice of allowing its employees to add services or lines to accounts without customer permission, resulting in millions of dollars in unauthorized charges to CenturyLink customers.

• In re Equifax, Inc. Derivative Litigation, Case No. 1:18-cv-17, United States District Court for the Northern District of Georgia. We represent individual and institutional stockholders prosecuting derivative claims on behalf of Equifax against certain of Equifax’s current and former officers and directors for breaches of fiduciary duty arising out of Equifax’s 2017 data breach.

• In re Align Technology, Inc. Derivative Litigation, Lead Case No. 5:19-cv-00202- LHK, United States District Court for the Northern District of California. We represent a stockholder of Align Technology, Inc., the manufacturer of Invisalign® teeth aligners, asserting derivative claims on behalf of the company alleging that certain former directors and officers caused the company to make materially false and misleading statements concerning the company’s promotions and their negative effect on gross margins and net revenues. We were appointed co-lead counsel on February 26, 2019.

• Baron v. Sanborn, et al., Case No. 3:18-cv-04391-WHA, United States District Court for the Northern District of California. We represent a stockholder of LendingClub Corporation, an on-line marketplace platform that connects borrowers to lenders. The stockholder is bringing derivative claims on behalf of the company against certain current and former directors and officers for arising out of the company’s business practice of make false statements to potential borrowers concerning applicable fees and the loan approval process. The court appointed us co-lead counsel on April 25, 2019.

• Meldon v. Thompson, et al., Civil Action No.: 18-cv-10166, United States District Court for the District of New Jersey. We represented a stockholder of Freshpet, Inc., a manufacturer of foods for dogs and cats. The stockholder is bringing a derivative action on behalf of the company alleging that certain current and former directors and officers caused the company to make false and misleading statements about the company’s business results and prospects. The claims arise out of the defendants’

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alleged failure to disclose expected decreases in revenues due to manufacturing problems and financial difficulties at the company’s primary retail customers.

• Walker v. Desisto, et al., Civ. A. No. 17-10738-MLW, United States District Court for the District of Massachusetts. We represented a stockholder of Insulet Corporation bringing derivative claims on behalf of the company against certain of the company’s current and former directors and officers for making false and misleading statements concerning market demand for the company’s disposable insulin delivery system, “OmniPod.” The parties have agreed to a settlement of the matter, which remains subject to the court’s approval.

• In re Tesla Motors, Inc. Stockholder Litigation, C.A. No. 12711, Delaware Court of Chancery. We represent institutional asset managers prosecuting direct and derivative claims on behalf of Tesla arising out of Tesla’s acquisition of SolarCity Corporation. The class was certified on April 18, 2019 and discovery is ongoing.

• Brinckerhoff v. Texas Eastern Products Pipeline Company, L.L.C., C.A. No. 2427 (Del. Ch. 2010). We prosecuted claims on behalf of TEPPCO’s common unitholders claiming that in a series of transactions orchestrated by TEPPCO’s general partner, TEPPCO had been shortchanged by hundreds of millions of dollars. The action was resolved by a merger which benefitted TEPPCO’s unitholders by more than $400 million. Reported decision: 2008 Del. Ch. LEXIS 174 (November 25, 2008) (denial in part of motion to dismiss).

• Gerber v. Enterprise Products Holdings L.L.C., C.A. No. 5989 (Del. Ch. 2013). We served as lead counsel for derivative and class claims arising out of a variety of master limited partnership transactions, alleging that the general partner’s approvals of the transactions were done in bad faith and in breach of the implied covenant of good faith and fair dealing. One action was settled by defendants agreeing to a merger that increased the value of the limited partnership units by approximately $400 million. In another action, after the trial court dismissed the complaint, we prevailed before the Delaware Supreme Court to reinstate the claims for breach of implied covenant. The matters settled for $12.4 million for the Master Limited Partnership unitholders. Reported decision: 67 A.3d 400, overruled in part, 159 A.3d 242 (Del. June 10, 2013) (reversing order of dismissal).

• In re Allegiant Travel Co. Stockholder Derivative Litigation, Master File No. 3:18- 01864, United States District Court for the District of Nevada. We are co-lead counsel representing stockholders in a derivative action asserting claims against Allegiant’s current and former officers and directors for breaches of duties owed to the company arising out of the company’s failures to maintain the safety of its airplanes.

Securities Class Actions

• Lefkowitz v. Synacor, Inc., Case No. 18-2979, United States District Court for the Southern District of New York. On October 17, 2018, we were appointed sole lead

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counsel to prosecute claims on behalf of a class of Synacor stockholders alleging that Synacor, Inc. violated federal securities laws by making false and misleading statements and failing to disclose adverse facts concerning a contract with AT&T.

• Crago v. Charles Schwab & Co., Inc., et al., Case No. 3:16 Civ. 3938, United States District Court for the Northern District of California. We are co-lead counsel prosecuting claims seeking to recover damages on behalf of a class of retail brokerage customers arising out of Charles Schwab’s alleged omissions regarding its order routing practices. The Court denied Charles Schwab’s motion to dismiss on December 5, 2017 and the case has now proceeded into further discovery. Reported decision: 2017 U.S. Dist. LEXIS 215871 (December 5, 2017) (denial of motion to dismiss).

• In re Supreme Industries, Inc., Securities Litigation, Case No. 3:17-143, United States District Court for the District of Indiana. We are co-lead counsel prosecuting claims on behalf of a class of stockholders alleging that Supreme Industries violated federal securities laws by making false and misleading representations concerning its order backlog, an indicator of its current and future financial performance.

• In re BP p.l.c. Securities Litigation, Case No. 4:10-md-02185, United States District Court for the Southern District of Texas. We represent nine institutional asset managers that purchased BP stock on the London Stock Exchange and are prosecuting claims against BP for violations of English securities laws arising out of BP’s false and misleading statements concerning the safety of its offshore oil rigs and operations and false and misleading statements regarding the size of the oil spill.

• Sudunagunta v. NantKwest, Inc., et al., Case No. 2:16 Civ. 1947, United States District Court for the Central District of California. We were co-lead counsel prosecuting a securities class action against NantKwest, a biotechnology company that develops immunotherapeutic agents for various clinical conditions and in which we are co-lead counsel for the plaintiff. The action resulted from NantKwest’s false and misleading statements in connection with its initial public offering and failure to disclose errors in its financial filings with the SEC. On May 13, 2019, the Court granted final approval of a settlement that will provide $12 million to the class. Reported decision: 2018 U.S. Dist. LEXIS 137084 (Aug. 13, 2018) (order granting class certification).

• Xu v. Gridsum Holding Inc., et al., Case No. 1:18 Civ. 3655, United States District Court for the Southern District of New York. We are lead counsel prosecuting claims for violations of the federal securities laws arising out of Gridsum’s materially false and misleading statements and omissions regarding its financial reporting. The Court appointed us lead counsel on September 17, 2018.

• Shah v. A10 Networks, Inc., et al., No. 3:18 Civ. 1772, United States District Court for the Northern District of California. We are co-lead counsel prosecuting claims on behalf of a class of stockholders arising out of alleged violations of the federal securities laws related to materially false and misleading statements related to a failure to disclose an Audit Committee investigation prompted by A10’s internal

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control issues, as well as allegations that improper revenue recognition caused false financial statements. The Court appointed us lead counsel on August 31, 2018.

• Cullinan v. Cemtrex, Inc., et al., Consolidated Case No. 2:17-cv-01067, United States District Court for the Eastern District of New York. We are co-lead counsel prosecuting claims on behalf of a class of stockholders arising out of violations of the federal securities laws related to company insider’s improper sales of stock and false and misleading statements concerning the company’s business operations. The court appointed us co-lead counsel on March 9, 2018. The Parties negotiated a settlement of the action for a $625,000 cash payment to the Class, which is subject to final approval by the Court.

• In re Altice USA, Inc. Securities Litigation, Index No. 711788/2018, Supreme Court of the State of New York, Queens County. We are co-lead counsel prosecuting claims on behalf of a class of stockholders arising out of violations of the federal securities laws related to the company’s filing of a false and misleading proxy statement in connection with its June 2017 initial public offering.

• Vardanian v. Arlo Technologies, Inc., et al., Case NO. 19cv342418, Superior Court of the State of California, County of Santa Clara. We represent a class of Arlo Technologies, Inc., stockholders alleging claims for violation of the federal securities laws arising out of the company’s Registration Statement and Prospectus issued in connection with its August 2018 initial public offering.

• Alden v. FAT Brands, Inc., et al., Case No. BC716017, Superior Court for the State of California, County of Los Angeles. We represent a class of FAT Brands stockholders alleging claims for violation of federal securities laws arising out of the company’s Registration Statement and Offering Circular filed in connection with its initial public offering.

• Trinad Capital Master Fund, Ltd. v Majesco Entertainment Company, et al., C.A. No. 06-05265 (D.N.J. 2006). We represented hedge fund in opt-out securities fraud litigation against officers and directors of public company. The case resolved favorably for client.

Merger Litigation

• True Value Company, C.A. No. 2018-0257, Delaware Court of Chancery. Co-lead counsel representing stockholder and independent retailer of True Value Company in a challenge to the fairness of a conflicted transaction by which each True Value stockholder would be forced to sell 70% of its shares at par value, ending up as indirect minority members of the Company. The action resulted in additional disclosures by defendants, which the Court found to be material.

• In re Cornerstone Therapeutics, Inc. Stockholder Litigation, C.A. No. 8922, Delaware Court of Chancery. Co-lead counsel representing a class of Cornerstone

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Therapeutics stockholders challenging an acquisition of the company by its controlling stockholder in a “going private” transaction. The matter settled for $17,881,555 in cash benefits to the class.

• Ross and Parker v. Rhône Capital, L.L.C. et al., Case No. CACE-16-013220 (Cir. Ct. 17th Jud. Dist., Broward Cty., Fla.). Partners of our firm were counsel in action challenging the acquisition of Elizabeth Arden by Revlon.

• In re Allion Healthcare, Inc. Shareholders Litigation, C.A. No. 5022-CC (Del. Ch.). Partners of our firm co-lead counsel in action challenging a going-private transaction whereby Allion merged with H.I.G. Capital Inc. and a group of Allion stockholders. The action was settled with a $4 million payment to Allion’s unaffiliated shareholders and additional disclosures to shareholders.

• In re RehabCare Group, Inc., Shareholders Litigation, C.A. No. 6197-VCL (Del. Ch.). Partners of our firm co-lead counsel in action challenging the acquisition of RehabCare by Kindred Healthcare, Inc. which resulted in a $2.5 million payment to RehabCare shareholders, modification of the merger agreement, and additional disclosures to shareholders.

• In re Atheros Communications Shareholder Litigation, C.A. No. 6124-VCN (Del. Ch.). Partners of our firm co-lead counsel in action challenging the acquisition of Atheros by Qualcomm Incorporated which resulted in the issuance of a preliminary injunction by the Delaware Court of Chancery delaying the shareholder vote and requiring additional disclosures to shareholders.

• Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., C.A. No. 5402-VCS (Del. Ch.). Partners of our firm were lead counsel in action challenging the acquisition of PLATO by Thoma Bravo, LLC which resulted in the issuance of a preliminary injunction by the Delaware Court of Chancery requiring additional disclosures to shareholders.

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BANKRUPTCY AND INSOLVENCY‐RELATED LITIGATION

Our knowledge of bankruptcy law and procedure has helped us carve a niche in this often- overlapping sphere of litigation. We have a particularly strong practice representing clients who have invested in companies undergoing reorganization. Because of our expertise, we have acted as bankruptcy counsel to other firms pursuing claims on behalf of their clients. We are also involved in more traditional aspects of reorganization and bankruptcy proceedings. We are often retained by creditors committee or post-confirmation trustees to pursue claims for the benefit of the estates in question, including litigation arising out of financial misrepresentation and breaches of fiduciary duty by debtors’ directors and officers.

Representative Matters

• Creditor Trust of Energy & Exploration Partners, Inc. v. Apollo Investment Corporation, et al., C.A. No. 17-04035 (Bankr. N.D. Tex. 2017). We represented a post- confirmation Creditor Trust asserting claims against Apollo Investment Corporation and affiliated entities for fraudulent conveyance arising out of Debtors’ payment of penalty in connection with prepayment of debt. The matter settled favorably for the Creditor Trust.

• Creditor Trust of Vivaro Corporation v. Catalina Acquisitions L.LC., JAMS Arbitration. We represented a post-confirmation Creditor Trust asserting claims for breach of promissory note. The matter settled favorably for the Creditor Trust.

• Hebrew Hospital Senior Housing, Inc., Plan Administrator, C.A. 17-01240 (Bankr. S.D. 2017). We represent a post-confirmation Plan Administrator bringing claims for breach of fiduciary duty against certain former officers and directors of Hebrew Hospital Senior Housing, Inc. (“HHSH”), a bankrupt “continuing care retirement community.” The Plan Administer is also asserting claims assigned by current and former residents of HHSH asserting that they did not receive mandated disclosures.

• Advance Watch Company, Ltd. Creditor Trust, C.A. No. 17-7461 (S.D.N.Y. 2017). We represent a post-confirmation Liquidating Trust asserting claims for breach of fiduciary duty against former officers and directors of Advance Watch Company, Ltd.

• UGHS Senior Living, Inc. Liquidating Trust, C.A. No. 2017-75532, District Court of State of Texas, Harris County. We represented a post-confirmation Liquidating Trustee asserting claims for breach of fiduciary duty against former officers and directors. The matter settled favorably for the Creditor Trust.

• In re Solutions Liquidation LLC, Adv. P. No. 18-50304 (Bankr. Del. 2018). We represent the post-confirmation Liquidating Trust bringing claims for breach of fiduciary duty against the former officers and directors of SDI Solutions LLC.

• Industrial Enterprises of America, We are litigating twelve adversary proceedings in the Bankruptcy Court for the District of Delaware and one civil action in the United

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States District Court for the District of Colorado. We, along with another firm, represent a trustee in bankruptcy of a company that was the subject of a major fraud for which the two principals were convicted of fraud and jailed. We are pursuing the thirteen actions against one hundred and twenty defendants for a variety of wrongdoings, ranging from orchestrating the fraud and assisting the fraud to constructive fraudulent conveyance and unjust enrichment.

• In re Pitt Penn Holding Co., No. 09-11475 (Bankr. D. Del. 2005). We represented Industrial Enterprises of America, Inc. in twelve different adversary proceedings in the Bankruptcy Court, District of Delaware and one civil action in the United States District Court for the District of Colorado. We, along with another firm, represent a trustee in bankruptcy of a company that was the subject of a major fraud, for which the two principals were convicted and jailed. We have pursued the thirteen actions against one hundred and twenty defendants for a variety of wrongdoings ranging from orchestrating and assisting the fraud to constructive fraudulent conveyance and unjust enrichment.

• In re Worldcom, No. 02-13533 (Bankr. S.D.N.Y.). We represented a patent owner in a multimillion dollar claim for patent infringement. The case resolved favorably for client.

• In re Enron Corp., No. 01-16034 (Bankr. S.D.N.Y.). Stockholders filed suit against a corporation that withdrew from a merger agreement with the debtor corporation seeking to enforce the merger agreement. The case was settled for $6 million.

• In re Universal Automotive Industries, Inc., No. 05-27778 (Bankr. D.N.J. 2005). We represented trustee and secured lenders in claims against former officers and directors. The case resolved favorably for plaintiffs.

• In re Acclaim Entertainment, Inc., No. 04-85595 (Bankr. E.D.N.Y. 2004). We represented a trustee in litigation against former officers and directors. The case resolved favorably for trustee.

• In re Allou Distributors, Inc., No. 03-82321 (Bankr. E.D.N.Y.). We represented trustee and secured lenders in claims against former officers and directors. The case resolved favorably for plaintiffs.

• Arbor Place, L.P. v. Encore Opportunity Fund, L.L.C., No. 20436 (Del. Ch. 2003). Investors in a hedge fund sued for misrepresenting the value of the investments. The case resolved favorably for plaintiffs.

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CONSUMER CLASS ACTIONS

We have extensive experience litigating class actions on behalf of consumers. We have prosecuted claims for damages arising out of data breaches, defective coin-counting machines, and consumer loyalty programs.

• Sateriale v. R.J. Reynolds Tobacco Co., Inc., United States District Court for the Central District of California. We represented a class of California adult smokers who purchased packs of Camel cigarettes and collected Camel Cash, or “C-Notes,” as part of the Camel Cash loyalty program. The class asserted claims that Reynolds breached its contract with program members when, on October 1, 2006, Reynolds removed all of the non-tobacco related merchandise from the Camel Cash program, and program members could redeem C-Notes only for cigarettes or coupons for dollars off cigarettes. In 2012, we obtained a victory before the United States Court of Appeals for the Ninth Circuit reversed the district court’s dismissal of the complaint. The Ninth Circuit found that the Camel Cash program created a unilateral contract between consumers and Reynolds. Pursuant to a settlement reached in 2016, R.J. Reynolds offered Class Members the opportunity to use C-Notes that they collected and held as of October 1, 2006, to redeem for non-tobacco merchandise. Reported decisions: 697 F.3d 777 (9th Cir. October 15, 2012) (reversing order of dismissal); 2014 U.S. Dist. LEXIS 176858 (order granting class certification); 2014 U.S. Dist. LEXIS 176858 (order denying defendant’s motion for summary judgment).

• Castillo v. Seagate Technology LLC, United States District Court for the Northern District of California. We represented current and former employees of Seagate and its affiliates, and the employees’ spouses, seeking damages arising from Seagate’s March 2016 data breach in which Seagate wrongfully disclosed the employees’ 2015 Form W-2 tax information in a “phishing” scam. The matter settled in March 2018. Pursuant to the settlement, Seagate agreed to provide Class Members with the option to obtain two years of identity theft protection and to reimburse Class Members for certain economic costs. Reported decision: 2017 U.S. Dist. LEXIS 187428 (order denying in party motion to dismiss).

• Feinman v. TD Bank, N.A., Supreme Court of the State of New York, New York County. We were co-class counsel in consumer class action alleging that TD Bank’s “Penny Arcade” coin-counting machines under-counted coins deposited by consumers. Class counsel negotiated a $7.5 million settlement in favor of the class.

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GENERAL COMMERCIAL LITIGATION

Our attorneys handle both plaintiff and defendant work encompassing all aspects of commercial litigation in traditional forums and through alternate dispute resolution. We have recently brought an arbitration against a national brokerage firm, prosecuted a consumer class action involving a marketing promotion, and defended a company and its founder against claims of fraud in connection with the sale of a high-tech start-up. Although frequently involved in trial practice, much of our work is consultative in nature. As such, we act in an advisory capacity or pre-litigation mode where we attempt to solve business disagreements and partnership disputes without commencing a formal action. This often occurs when small businesses undergo a significant change, such as a partnership split or business “divorce,” or in the case of a closely held business, a transition of ownership. Additional areas of focus include commercial contract actions and personal service contracts, both in negotiation and in contests questioning the parties’ adherence to contract terms. In this regard, we have been involved in several arbitration cases involving major sports teams. We also handle cases involving insurance disputes, including contesting insurance valuations and coverage refusals.

Representative Matters

• Dimension Trading Partners, LLC v. Jamie F. Lissette and Hammerstone NV, Inc., No. 650284/2013, New York Supreme Court, New York County. We defended a proprietary trader against a claim to collect on promissory note issued in connection with the establishment of trading relationship.

• Ator Limited v. Comodo Holdings Limited, No. 12-03083 (D.N.J.). We represented third-party defendants in a dispute arising out of the sale of a start-up company.

• Financials Restructuring Partners v. Premier Bancshares, Inc., No. 651283/2013, New York Supreme Court, New York County. We defended former bank holding company against attempt to foreclose upon $6 million in debt securities.

• 325 Schermerhorn LLC v. Nevins Realty Corp. We obtained a victory on summary judgment compelling defendants to pay $3.6 million plus interest representing a returned down payment on four properties because of a transit easement assumedly known to all parties at the time the contracts were executed. Reported decision at 2009 WL 997501.

• Bellis v. Tokio Marine Insurance Company. We procured a $7 million settlement after obtaining a jury verdict on liability based on causation of damage in insurance claim. We also defeated a summary judgment motion reported at 2002 WL 193149 (S.D.N.Y.). The case involved attribution of liability for some priceless Tiffany glass that was damaged while on exhibit in Tokyo. Reported decision at 2004 WL 1637045 (S.D.N.Y.).

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• Paquette v. Twentieth Century Fox. Compelled Fox television to grant “created by/inspired by” credits to authors of comic book from which television series was adapted, establishing claim of reverse passing off, i.e., improperly taking credit for someone else’s work, under the Lanham Act. Reported decision at 2000 WL 235133 (S.D.N.Y.).

• Colton Hartnick Yamin & Sheresky v. Feinberg, New York Supreme Court, New York County. We successfully reversed the trial court’s denial of summary judgment to law firm on impropriety of claim of malpractice. On appeal, the court dismissed the malpractice claim based on lack of facts to establish legal malpractice and punitive damages. Reported decision at 227 A.D.2d 233, 642 N.Y.S.2d 283.

• Raycom v. Kerns, New York Supreme Court, Kings County. We are representing a Singapore-based aircraft part manufacturer in a breach of contract suit against a multi-national corporation.

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OUR ATTORNEYS

Raymond A. Bragar

Ray Bragar is a partner of the firm. Ray started the firm in 1983 and practices general litigation with a sub-specialty in real estate and real estate litigation. He has over thirty years of experience practicing in New York State and Federal Courts. He has handled complex trials before juries and judges lasting several weeks and numerous appeals in both the State and Federal Courts. He also has extensive experience working in the nontraditional forum of alternate dispute resolution, including multiple-week trials.

Following graduation, Ray was law clerk to the Hon. Lloyd F. McMahon who was then Chief Judge for the United States District Court for the Southern District of New York. He also previously worked for the firm of Katten Muchin Rosenman LLP (formerly Rosenman & Colin, LLP).

Ray is member of the bar of the State of New York. He is also admitted to practice before the United States Supreme court, as well as in the United States Courts of Appeals for the Second, Fourth, and District of Columbia Circuits, United States District Courts for the Southern, Eastern, and Northern Districts of New York, and the United States Bankruptcy Courts for the Eastern and Southern Districts of New York. He is a member of the New York State Bar Association, where he has been a member of the Civil Practice Law & Rules Committee since 1985.

Ray is a 1972 cum laude graduate of the Harvard Law School and is a 1968 magna cum laude graduate of Rutgers University.

Lawrence P. Eagel

Larry Eagel is a partner in the firm and joined in 1994. Larry handles all types of litigation, but he is particularly skilled in the areas of securities and bankruptcy-related litigation, including class actions. Prior to 1994, he was associated with the firm of Proskauer Rose LLP. Larry was also a certified public accountant and worked in the late 1970’s as an auditor with Grant Thornton & Co. (formerly Alexander Grant & Co.) in the firm’s Washington, D.C. office.

Larry is member of the bars of the State of New York and the State of New Jersey. He is also admitted to practice before the United States Courts of Appeals for the Second and Third Circuits, the United States District Courts for the Southern, Eastern, and Northern Districts of New York, the United States District Court for the District of New Jersey, and the United States Tax Court. He is a member of The Association of the Bar of the City of New York, where he was a member of the Committee on Federal Legislation from 1993 to 1997.

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Larry is a 1983 cum laude graduate of the Brooklyn Law School, where he was a Comments Editor of the Brooklyn Law Review. He completed his undergraduate work at George Washington University in 1978, where he also earned an M.B.A. in 1980.

J. Brandon Walker

J. Brandon Walker is a partner in the firm. Before joining the firm in 2015, Brandon was a partner at Kirby McInerney LLP. Brandon has a broad background in securities fraud, corporate governance, and other complex class action and commercial litigation on behalf of shareholders. He has represented public retirement systems, union pension funds, European investment managers, and other institutional and individual investors before federal, state, and appellate courts throughout the country.

Brandon is a member of the bars of the State of New York and the State of South Carolina. He is also admitted to practice before the United States District Court for the Southern District of New York.

Brandon is a 2008 graduate of Wake Forest University School of Law with an MBA from the Wake Forest University Graduate School of Management. He completed his undergraduate work at New York University.

David J. Stone

David J. Stone is a partner in the firm, having joined in May 2011. David has extensive experience litigating all types of commercial matters, including securities, mortgage-backed securities, and consumer class actions. Prior to joining the firm, David was associated with Greenberg Traurig LLP, Morrison & Foerster LLP, and Cravath Swaine & Moore LLP.

David is a member of the bars of the State of New York and the State of California. He is admitted to practice before the United States Court of Appeals for the Second and Third Circuits, and the United States District Courts for the Southern and Eastern Districts of New York, the Northern and Central Districts of California, and the Southern District of Texas, and the United States Bankruptcy Courts for the Southern and Eastern Districts of New York.

David is a 1994 graduate of the Boston University School of Law, where he was an editor of the Law Review, and a 1988 cum laude graduate of Tufts University. Following graduation, David was law clerk to the Hon. Joseph L. Tauro who was then Chief Judge for the United States District Court for the District of Massachusetts.

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W. Scott Holleman

Scott is a partner of the firm. He has a broad range of experience litigating complex claims involving securities fraud, corporate governance, mergers & acquisitions, antitrust, consumer class actions and other litigation. Scott has represented clients in federal and state courts throughout the nation.

Scott is a 2007 graduate of St. John’s University School of Law, and a 2003 graduate of the University of North Carolina.

Scott is a member of the bars of the State of New York and California, and is admitted to practice before the United States Court of Appeal for the Sixth Circuit, United States District Court for the Northern District of California, United States District Court for the Eastern, Northern, and Southern Districts of New York, and the United States District Court for the Eastern District of Wisconsin.

Melissa A. Fortunato

Melissa is a partner of the firm. She has a broad background in securities fraud, corporate governance, and other complex class action and commercial litigation on behalf of investors. Many of her cases have involved breaches of fiduciary duties by public company boards of directors, and she has represented institutional and individual stockholders in the mediation and settlement of numerous derivative and class actions.

Melissa is a 2013 magna cum laude graduate of the Pace University School of Law, where she was a Notes Editor of the Pace Environmental Law Review, and a 2004 cum laude graduate of Georgetown University.

Melissa is a member of the bars of the states of New York, New Jersey, Connecticut, and California. She is admitted to practice before the United States Court of Appeals for the Second, Fourth, Seventh and Ninth Circuits, and the United States District Courts for the Eastern, Western, and Southern Districts of New York, the District of New Jersey, and the Northern, Central, and Eastern Districts of California.

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Jeffrey H. Squire

Jeffrey H. Squire is Of Counsel at the firm. Jeff was previously a partner at Kirby, McInerney & Squire LLP and Of Counsel to Wolf Popper LLP. Jeff, as lead or co-lead counsel, has prosecuted scores of class and derivative actions on behalf of the stockholders of many corporations, including: Adelphia Communications Corporation; AT&T Corporation; Bennett Funding Group; Bisys Group, Inc.; eBay, Inc.; Ford Motor

Company; The Limited Corporation; Morrison Knudsen; Washington Group, Inc.; Waste Management, Inc.; and Woolworth, Inc. In such cases, he has recovered over one billion dollars for stockholders.

Jeff’s ability to prosecute sophisticated class actions successfully has often been the subject of judicial recognition:

“You have acted the way lawyers at their best ought to act. And I have had a lot of cases in 15 years now as a judge and I cannot recall a significant case where I felt people were better represented than they are here I would say this has been the best representation that I have ever seen.” In re Waste Management, Inc. Securities Litigation.

“Nonetheless, in this Court’s experience, relatively few cases have involved as high level of risk, as extensive discovery, and, most importantly, as positive a final result for the class members as that obtained in this case.” In re Bisys Securities Litigation.

Jeff is a 1976 graduate of the University of Pennsylvania Law School and a 1973 cum laude graduate of Amherst College. He is member of the bars of the State of New York and State of Pennsylvania (retired). He is also admitted to practice before the United States Courts of

Appeals for the Second, Third, Sixth, and Seventh Circuits, and the United States District Courts for the Southern, Eastern, and Northern Districts of New York, the Northern District of Georgia, the Northern District of California, and the Southern District of Texas.

Marion Passmore

Marion Passmore is Of Counsel at the firm. Marion has a broad litigation practice, with an extensive background in securities litigation. She has prosecuted numerous securities fraud actions on behalf of institutional and individual investors. Prior to joining the firm, she co-founded a small private practice that specialized in estate planning and probate actions, civil litigation, real property, and served as city attorney for the City of Choteau, Montana.

Marion is a 2003 graduate of the University of San Diego School of Law. She received an M.B.A from the San Diego School of Business in 2004 and was also a member of the Beta Gamma Sigma Honors Society. Marion is a 2000 cum laude graduate of the University of Southern California.

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Marion is a member of the bars of the states of California, New York, and Montana. She is admitted to practice in the United States District Courts for the Southern, Northern, and Central Districts of California, the Southern and Eastern Districts of New York, and the District of Montana.

Alexandra Raymond

Alexandra Raymond is an associate at the firm. Alexandra’s practice involves securities, corporate governance and merger litigation. She also has experience in corporate transactional work and finance law.

Alexandra is a 2018 graduate of Boston University School of Law. While in law school, she spent a semester at Bucerius Law School in Hamburg, Germany, studying international and comparative business law. She received a B.A. from New York University in 2014.

Derek Scherr

Derek Scherr is an associate at the firm. Derek practices commercial litigation involving contract disputes, commercial and residential real estate, partnership disputes, business fraud, and bankruptcy litigation.

Derek is a 2013 graduate of the Benjamin N. Cardozo School of Law. He received a B.A. in history from New York University in 2010.

Derek is a member of the bar of the State of New York.

Garam Choe

Garam Choe is an associate at the firm. Garam’s practice involves securities, corporate governance and merger litigation. Garam is a 2016 graduate of St. John’s University School of Law, and a 2011 graduate of Baruch College. Garam is a member of the bar of the State of New York.

LOCATIONS

580 California Street 810 Seventh Avenue 445 S. Figueroa Street Suite 1200 Suite 620 Suite 3100 San Francisco, CA 94104 New York, NY 10019 Los Angeles, CA 90071 Tel: (213) 612-7222 Tel: (415) 568-2124 Tel: (212)308-5858

170 Meeting Street Suite 110 Charleston, SC 29401 Tel: (843) 268-4363

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Exhibit C Case 4:18-cv-00920-CW Document 61-4 Filed 05/11/21 Page 2 of 18

1 Brian J. Robbins (CA Bar# 190264) 2 Ashley R. Rifkin (CA Bar# 246602) ROBBINS LLP 3 5040 Shoreham Place 4 San Diego, CA 92122 Telephone: (619) 525-3990 5 Facsimile: (619) 525-3991 6 Email: [email protected] [email protected] 7 Co-Lead Counsel for Plaintiffs 8

9 UNITED STATES DISTRICT COURT 10 NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION 11

12 IN RE GOPRO STOCKHOLDER Lead Case No.: 4:18-cv-00920-CW DERIVATIVE LITIGATION 13

Consolidated with 14 Case No. 4:18-cv-01284-CW 15 This Document Relates To: DECLARATION OF MICHAEL J. 16 All Actions. HYNES FILED ON BEHALF OF 17 HYNES & HERNANDEZ, LLC IN SUPPORT OF PLAINTIFFS’ 18 COUNSEL’S UNOPPOSED 19 MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT 20

21 Hearing Date: July 28, 2021 Hearing Time: 2:30 P.M. 22 Courtroom: TBD 23 Judge: Hon. Claudia Wilken 24

25 26 27 28 Case 4:18-cv-00920-CW Document 61-4 Filed 05/11/21 Page 3 of 18

1 I, Michael J. Hynes, declare as follows: 2 1. I am a partner at the firm of Hynes & Hernandez, LLC (“H&H”). H&H 3 is Co-Lead counsel of record for plaintiffs Wenduo Guo and Mario Romero in the 4 California Action.1 I am admitted to practice before the courts of the Commonwealth 5 of Pennsylvania and have been admitted to appear pro hac vice before this Court. I 6 submit this declaration in support of Plaintiffs’ Unopposed Motion for Final 7 Approval of Derivative Settlement. I led our firm’s litigation efforts and supervised 8 the work of the attorneys and professional staff who contributed to this matter. I 9 have personal knowledge of the following facts, and, if called upon, I could and 10 would competently testify thereto. 11 2. My firm seeks attorneys’ fees and reimbursement of expenses for the 12 work performed as Co-Lead Counsel in connection with the California Action, as 13 well as for the services provided to our client. My firm undertook this representation 14 on a wholly contingent basis, with the understanding that we would receive no 15 compensation, and our expenses would not be reimbursed, unless our efforts resulted 16 in the recovery of a substantial benefit for GoPro, Inc (“GoPro”). 17 3. H&H’s time report reflects time recorded contemporaneously and then 18 compiled in the firm’s electronic time-keeping system. I supervised and worked 19 directly with the attorneys and other professional staff who billed time to this matter. 20 Having carefully reviewed their time records, I can aver that the hours reported and 21 the work they reflect were reasonably necessary to the successful commencement, 22 prosecution, and settlement of the Derivative Matters. H&H’s lodestar is based on 23

24 1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed 25 to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2). 26 1 27 Lead Case No.: 4:18-cv-00920-CW 28 DECLARATION OF MICHAEL J. HYNES FILED ON BEHALF OF HYNES & HERNANDEZ, LLC IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

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1 hourly rates ranging from $725 to $825. The hourly rates shown in the chart in 2 paragraph 4 below are the usual and customary rates charged for each individual 3 biller. These rates are set based on market rates for attorneys of comparable skill and 4 experience, and they have been approved by federal and state courts throughout the 5 nation, including this Court. See Exhibit A attached hereto (firm résumé). 6 4. From the inception of the California Action through execution of the 7 Stipulation of Settlement on February 4, 2021, H&H devoted 360 hours to the 8 litigation, representing total lodestar of $292,850.00. The chart below summarizes 9 the hours, hourly rates, and lodestar of each H&H professional who worked on this 10 matter: 11 NAME POSITION HOURS RATE TOTAL 12 Michael J. Hynes Partner 318.5 $825.00/hour $262,762.50 13 Ligaya T. 14 Partner 41.5 $725.00/hour $30,087.50 Hernandez 15 TOTAL TOTAL 16 360.0 $292,850.00 HOURS LODESTAR 17 18 5. H&H incurred a total of $551.44 in unreimbursed expenses in 19 connection with the prosecution of the California Action, as summarized in the chart 20 below: 21 CATEGORY TOTAL 22 Certificate of Good Standing, Administrative Fees, 23 Filing Fees, Publish Fees, Service Fees, and Federal 24 Express $190.00 25 Online Research $331.24 26 2 27 Lead Case No.: 4:18-cv-00920-CW 28 DECLARATION OF MICHAEL J. HYNES FILED ON BEHALF OF HYNES & HERNANDEZ, LLC IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

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1 CATEGORY TOTAL 2 Document Management, Postage, Telephone, 3 Photocopying, Facsimile, and Related Internal Office 4 Charges $195.20 5 TOTAL EXPENSES $716.44

6 7 6. These expenses are reflected in records maintained by my firm in the 8 ordinary course of business. These records are prepared from expense vouchers, 9 invoices, and other billings records submitted contemporaneously as they are 10 incurred. I have reviewed the expense records in detail and can aver that they were 11 reasonably necessary for the effective and efficient prosecution and resolution of the 12 derivative claims brought on behalf of GoPro and are reasonable in amount. 13 7. As set forth in H&H’s firm résumé, a true and correct copy of which is 14 attached hereto as Exhibit A, the attorneys primarily responsible for leading the 15 California Action are experienced and skilled advocates. 16 8. Here, Wenduo Guo and Mario Romero maintained their holdings of 17 GoPro stock throughout the litigation, pursued demands for books and records in 18 connection with 8 Del. C. § 220, monitored Co-Lead Counsel’s activity through the 19 life of the litigation, and was always available for updates on the litigation, including 20 the status of settlement negotiations. Given their participation and the favorable 21 benefit achieved in the Settlement, I believe that Incentive Awards of $1,000.00 to 22 each Settling Shareholder, to be deducted from Plaintiffs’ Counsel’s Fee and 23 Expense Award, are warranted and appropriate. 24 25 26 3 27 Lead Case No.: 4:18-cv-00920-CW 28 DECLARATION OF MICHAEL J. HYNES FILED ON BEHALF OF HYNES & HERNANDEZ, LLC IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

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1 I declare under penalty of perjury under the laws of the United States of 2 America that the foregoing is true and correct. Executed this 4th day of May 2021, at 3 West Chester, Pennsylvania. 4 5 ______6 Michael J. Hynes 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 4 27 Lead Case No.: 4:18-cv-00920-CW 28 DECLARATION OF MICHAEL J. HYNES FILED ON BEHALF OF HYNES & HERNANDEZ, LLC IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

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EXHIBIT A Case 4:18-cv-00920-CW Document 61-4 Filed 05/11/21 Page 8 of 18

101 Lindenwood Drive Suite 225 Malvern, PA 19355 Telephone: (484) 875-3116 Fax: (484) 875-9273

FIRM RESUME

I. THE FIRM

Hynes & Hernandez, LLC is a boutique law firm with a national practice dedicated to providing exceptional legal services in shareholder litigation, with a focus on corporate malfeasance and breaches of fiduciary duty. The firm is comprised of experienced attorneys who built their careers at prominent law firms specializing in complex civil litigation. The attorneys at Hynes & Hernandez, LLC are recognized leaders in shareholder litigation. The firm is dedicated to representing individual and institutional investors who have been wronged by corporate transgressions such as breaches of fiduciary duty, mismanagement, corporate waste and insider trading. The purpose of the firm is to help shareholders hold wrongdoers accountable for the damages inflicted on the company and its shareholders by corporate misconduct. The attorneys at Hynes & Hernandez, LLC have a proven track record of obtaining not only monetary recoveries for shareholders in shareholder litigation, but also significant and innovative corporate governance reforms that inure directly to the benefit of the company and its investors. Corporate governance refers to the system by which companies are directed and controlled. Corporate governance is intended to increase the accountability of a company’s management to investors and to avoid corporate wrongdoing and malfeasance that can result in investor loss. The lawyers at Hynes & Hernandez, LLC have witnessed first-hand how companies and their shareholders benefit from improved corporate governance.

Many instances of corporate misconduct result from a lack of adequate corporate governance. Conversely, good corporate governance fosters fairness, transparency, and accountability to shareholders and has been shown to benefit companies and shareholders alike. For example, studies have shown that companies with poor corporate governance scores have 5-year returns that are 3.95% below the industry average, while companies with good corporate governance scores have 5-year returns that are 7.91% above the industry-adjusted average. The difference in performance between these two groups is 11.86%. Corporate Governance Study: The Correlation between Corporate Governance and Company Performance, Lawrence D. Brown, Ph.D., Distinguished Professor of Accountancy, Georgia State University and Marcus L. Caylor, Ph.D. Student, Georgia State University.

II. ATTORNEY PROFILES

MICHAEL J. HYNES Mr. Hynes is a founding Partner of Hynes & Hernandez, LLC. Prior to forming Hynes & Hernandez, LLC, Mr. Hynes was a partner at two nationally recognized securities firms. He

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practiced in the area of shareholder derivative litigation at both firms, serving as head of the Shareholder Derivative Litigation Department at the latter firm.

Mr. Hynes has served as lead or co-lead counsel in numerous high profile derivative actions relating to the “backdating” of stock options, including In re Monster Worldwide, Inc. Derivative Litig., Index No. 06-108700 (New York County, NY); In re Barnes & Noble, Inc. Derivative Litig., Index No. 06-602389 (New York County, NY); In re Affiliated Computer Services, Inc. Derivative Litig., Cause No. 06-3403 (Dallas County, TX); and In re Progress Software Corp. Derivative Litig., Civil A. No. 07-1937-BLS2 (Suffolk County, MA). More recently, he was involved in litigation concerning Computer Sciences Corporation, Bainto v. Laphen, et al., Consolidated Case No.: A-12-661695-B (District Court Clark County, Nevada) and NCR Corporation, Williams v. Nuti, et al., No. 1:13-cv-01400-SCJ (N.D. Ga. Apr. 26, 2013). Settlements of these, and similar actions, resulted in significant monetary recoveries and corporate governance improvements for those companies and their public shareholders. Mr. Hynes is currently litigating cases involving breaches of fiduciary duties arising out of the payment of excessive compensation to executive officers, violations of the Foreign Corrupt Practices Act, and violations of the False Claims Act. He has also successfully argued an appeal before the Superior Court of Pennsylvania in the matter of Gray, L. v. DeNaples, L., et al., Docket No. 2198 MDA 2014.

Prior to concentrating on shareholder derivative litigation, Mr. Hynes practiced law at Cozen O’Connor, where he concentrated on bankruptcy and commercial litigation. He was also an attorney with the Defenders’ Association of Philadelphia from 1991 to 1996, where he defended thousands of misdemeanor and felony cases and obtained jury trial experience. Mr. Hynes received his law degree from Temple University School of Law (J.D. 1991, cum laude), and is a graduate of Franklin and Marshall College (1987). Mr. Hynes is licensed to practice law in Pennsylvania, New Jersey and Montana, and has been admitted to practice in the United States Court of Appeals for the Ninth Circuit and the United States District Courts for the Eastern and Middle Districts of Pennsylvania. He also sat on the Board of Directors of the Public Interest Law Center for six years.

LIGAYA T. HERNANDEZ

Ms. Hernandez has years of experience at some of the top class action litigation firms in the country. She specializes in representing shareholders in derivative suits.

Ms. Hernandez has successfully achieved several multi-million dollar recoveries in derivative cases throughout her career. She has also had a lead role in cases that resulted in significant corporate governance for companies, which greatly benefits its public shareholders. Notable cases include:

• Harbor Police Retirement System v. Roberts, Cause No. 09-09061 (95th District Court, Dallas County, Texas). Counsel in a shareholder derivative action alleging corporate waste as to a departing executive officer’s retirement package. Settlement of the action required substantial modifications to corporate policies, designed to heighten the independence of outside directors in awarding executive compensation.

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• Williams v. Nuti et al., No. 1:13-cv-01400-SCJ (N.D. Ga. Apr. 26, 2013). Counsel in a shareholder derivative action where settlement required a number of enhancements to the company’s corporate compliance program.

• In re Maxwell Technologies, Inc. Derivative Litigation, Case No. 13-CV-966 (S.D. Cal. 2015). Counsel in a shareholder derivative action based on allegations that management misrepreseneted its consolidated financial statements as they related to the recognition of certain of the company’s revenues. Settlement included improvements to the company’s policies and procedures concerning the company’s compliance with applicable laws and regulations, as well as enhancing the board of directors’ oversight of the company’s compliance function.

• In re Galena Biopharma, Inc. Derivative Litig., Case No. 3:10cv00382S (D. Or. 2015). Counsel in a shareholder derivative action where management was accused of inflating the company’s share price with a misleading marketing campaign and committing insider trading. Settlement included the payment of $15 million to the company, the cancellation of certain stock options that were accused of being improperly granted, and the implementation of significant corporate governance that addressed, among other things, the company’s stock option granting policies.

Ms. Hernandez received her J.D. and a Health Law Certificate from Loyola University Chicago in 2009. While in law school she served as Senior Editor for the Annals of Health Law Journal and received the CALI Award for highest grade in Appellate Advocacy. Ms. Hernandez received a Master in Health Services Administration in Health Policy from The George Washington University and a Bachelor of Science degree in Biology from the University of Pittsburgh. She is licensed to practice law in Pennsylvania and New Jersey and is admitted to practice before the United States District Court for the Eastern District of Pennsylvania and the United States District Court for the District of New Jersey.

Ms. Hernandez has also been named a “Rising Star” by Pennsylvania Super Lawyers since 2015.

III. ACHIEVEMENTS

Below are some notable cases that Hynes & Hernandez, LLC has litigated on behalf of its clients:

Marvin H. Maurras Revocable Trust v. Bronfman, Jr. et al., Case No. 12-cv-03395 (N.D. Ill.)

Accretive Health Inc. (“Accretive”), a registered debt-collection agency in Minnesota and several other states, was alleged to have violated numerous debt collection statutes and patient privacy laws in connection with the operation of its business. These violations became public when the Minnesota Attorney General’s Office filed a lawsuit against Accretive in federal district court in Minnesota on January 19, 2012, citing numerous violations of state and federal health privacy laws, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Emergency Medical Treatment and Active Labor Act (“EMTALA”), debt collection laws, and consumer fraud laws. Swanson v. Accretive Health, Inc., Civil File No. 12-145 RHK/JJK (D. Minn. Jan. 19, 2012). Through the shareholder derivative suit, Hynes & Hernandez, LLC achieved

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important reforms pertaining to Accretive’s internal compliance program to address and remediate the alleged misconduct.

Among other things, Accretive implemented the following corporate governance reforms as part of the settlement:

• Creation of a Compliance Oversight Committee whose function, among other things, was to facilitate the continued development, implementation and operation of an effective compliance program and scrutinize the external and internal environment through early detection and reporting of potential risks (economic, regulatory, inadvertent, political) that will minimize losses to Accretive and its clients;

• A Compliance Oversight Committee charter that will allow, among other things, the Compliance Oversight Committee to (1) assess risks of non-compliance with (a) applicable debt collection regulations and laws and (b) HIPAA, EMTALA, and other applicable privacy laws; (2) train and heighten awareness on compliance, ethics, and policies and communicate methods for reporting possible violations; and (3) reinforce Accretive’s culture of collaboration and compliance and audit and monitor adherence to Accretive’s compliance and ethics related policies and procedures;

• Continued engagement of an independent, third-party supplier to provide and monitor a whistle-blower hotline to Accretive employees, to provide an anonymous communication channel for employees; and

• Procedures governing reported violations of Accretive’s Code of Business Conduct and Ethics through the whistle-blower hotline, including the requirement that the General Counsel or his designee, as appropriate (a) evaluate such information; (b) inform the Chief Executive Officer (“CEO”) and audit committee of any alleged violations involving an executive officer or a director of Accretive; (c) determine whether an informal inquiry or a formal investigation is necessary, and initiate such inquiry or investigation as appropriate; and (d) report the results of any such inquiry or investigation, together with a recommendation as to a disposition of the matter, to the CEO, or in the event an executive officer or director is involved to the audit committee, for action.

Gloria Basaraba v. Robert Greenberg, et al., Case No. CV-13-05061-PSG (C.D. Cal.)

Skechers U.S.A., Inc. (“Skechers”) was accused of making numerous “unfounded claims” in the advertising of its highly promoted “Shape-ups” line of rocker-bottom shoes. These “unfounded claims” resulted in consumer and personal injury lawsuits and a $40 million settlement with the Federal Trade Commission prohibiting Skechers’ continued use of numerous “unfounded claims” in Shape-ups advertising. Through the diligence of Hynes & Hernandez, LLC and after extensive negotiations, a settlement was reached which directly addressed the underlying claims in the litigation. For example, the Settlement called for all significant advertising campaigns to be reviewed by the legal department or outside legal counsel to ensure its appropriateness and legal compliance. The settlement also provided for the maintenance of a code of business ethics to be overseen by Skechers’ General Counsel with the assistance of the company’s Human Resources Department. The settlement required periodic business ethics and code of conduct training to its

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employees and additional training for managers with functions that require the approval, preparation, execution, or dating of documents. The settlement also resulted in various improvements that support Skechers’ compliance procedures and board-level oversight, including a requirement that the Head of Internal Audit, who is responsible for reviewing Skechers’ internal controls, report to the Chair of the Audit Committee on an ongoing, real time basis.

Moreover, the settlement included measures that strengthen the board of directors’ independence and transparency. These measures include rotation of the lead director position, ensuring the independence of the board of directors’ committees, written independence guidelines, increased director training and greater access to information for shareholders. As nearly every corporate governance expert has recognized, an independent board of directors and strong audit committee is the bedrock of sound corporate governance and supervision of corporate affairs. See, e.g., Ira M. Millstein & Paul W. MacAvoy, The Active Board of Directors and Performance of the Large Publicly Traded Corporation, 98 Colum. L. Rev. 1283, 1318 (1998) (finding “a substantial and statistically significant correlation between an active, independent board and superior corporate performance”); Beyond “Independent” Directors: A Functional Approach to Board Independence, 119 Harv. L. Rev. 1553, 1553 (2006) (noting that “the need for active, independent boards has become conventional wisdom”).

In re Maxwell Technologies, Inc. Derivative Litigation, Case No. 13-cv-966 (S.D. Cal.)

Maxwell Technologies, Inc. (“Maxwell”) was alleged to lack the internal controls necessary to prevent improper revenue recognition and to have falsely represented its operations and finances between April 28, 2011 and 2013. Hynes & Hernandez, LLC was an integral part of a team of attorneys that caused Maxwell to adopt corporate governance reforms that not only strengthened Maxwell’s internal controls, but also made Maxwell’s board of directors more effective representatives of Maxwell and its shareholders. The governance measures include: (1) the requirement that the board of directors hold executive sessions at least twice quarterly; (2) enhanced director training; (3) the requirement that the audit committee meet periodically with Maxwell’s legal, internal audit and regulatory operations department to ensure there is meaningful oversight over Maxwell’s financial risks; (4) mandatory quarterly meetings and reports between the audit committee and the Chief Compliance Officer to discuss significant internal control issues and material enterprise, operational, financial legal/regulatory and reputational risks; (5) the implementation of annual comprehensive employee training regarding revenue recognition, Generally accepted accounting principles, and other financial reporting regulations and policies; and (6) the establishment of an internal audit plan to ensure that Maxwell has proper internal controls in place and are being followed by Maxwell employees.

In re Galena Biopharma, Inc. Derivative Litig., Case No. 3:14-cv-382-SI (D. Or.)

The derivative action brought on behalf of Galena Biopharma, Inc. (“Galena”) and its shareholders arose from allegations that certain officers and/or directors of Galena secretly hired a stock promotion firm to “pump up” Galena’s stock price, so they could later sell Galena stock while in possession of non-public information at a time when Galena stock was trading at artificially inflated prices. It was also alleged that certain of Galena’s directors used inside information to improperly grant stock options to themselves and fellow officers and/or directors which violated Delaware law because such options were spring-loaded, i.e., granted just prior to the release of

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material information that was reasonably expected to drive the market price of Galena stock higher, and also failed to comply with the statutory requirements of the Delaware General Corporation Law.

Hynes & Hernandez, LLC was an integral part of a team of law firms that resolved the matter on favorable terms to Galena and its shareholders. The settlement required the payment of $15 million to Galena by its directors and officers’ liability insurance carrier. In addition, as part of the settlement, a total of 1.2 million stock options that were alleged to have been improperly granted to the director defendants were cancelled in their entirety. Further, the former CEO forfeited over $800,000 of contractual severance payments due to him and over 1.1 million stock options with an intrinsic value of approximately $503,062. In total, the settlement provided Galena with financial consideration worth over $20.8 million.

Furthermore, the settlement required the implementation of significant corporate governance reforms at Galena specifically designed to remediate the alleged wrongdoing. These measures include reforms to Galena’s stock option granting practices, the appointment of a new independent director, reforms to the board of directors and management structure and policies, the adoption of a formal Enterprise Risk Management program and other reforms designed to make Galena’s officers and directors more effective and responsive fiduciaries.

County of York Employees Retirement Plan and Lynne Schwartz, Derivatively on Behalf of Avon Products, Inc. v. Andrea Jung, et al., Index No. 651304/2010 (N.Y. Sup. Ct.)

The derivative action brought on behalf of Avon Products, Inc. (“Avon”) alleged breach of fiduciary duty claims against certain officers and directors in connection with, among other things, alleged violations of the Foreign Corrupt Practices Act of 1977 (“FCPA”). It was alleged that Avon violated the FCPA by paying bribes and kickbacks to get or retain business in China. Eventually, Avon was forced to pay fines in the amount of $135 million to settle actions with the U.S. Department of Justice and the U.S. Securities and Exchange Commission.

As a result of the prosecution and settlement of the derivative action, Avon agreed to implement and maintain significant corporate governance measures designed to detect and deter violations of the FCPA and to improve the Company’s compliance practices when it conducts business in countries with a high corruption risk profile. The corporate governance provisions include, among other things, the appointment of a Chief Ethics and Compliance Officer (“CECO”), at least bi- annual reporting by the CECO to the audit committee on the status of compliance efforts, implementation of remedial measures, training statistics, and potential violations. The settlement also provided for designated compliance personnel for each business unit, a certification process requiring global commercial business leaders to provide quarterly certifications on unit compliance with the FCPA and amendments to the audit committee charter requiring semi-annual review of FCPA and anti-corruption compliance. The governance measures further include the implementation of an FCPA Testing Program and associated third-party compliance mechanisms that permit Avon to engage in its global businesses with sufficient controls and other safeguards in place. The court concluded that the settlement conferred substantial benefits on Avon and its shareholders.

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In re Fifth Street Finance Corp. S’holder Derivative Litig., Lead Case No. 3:15-cv-01795-RNC (D. Conn.)

The shareholder derivative actions brought on behalf of Fifth Street Finance Corp. (“FSC”), a publicly traded business development company (“BDC”), alleged that insiders at FSC’s external manager, Fifth Street Asset Management, Inc. (“FSAM”), caused FSC to take actions contrary to its interests in order to inflate FSAM’s stock price before FSAM’s November 2014 initial public offering. Hynes & Hernandez, LLC was part of the litigation team that negotiated a settlement conferring substantial monetary and non-monetary benefits on FSC.

In particular, the settlement secured advisory fee enhancements expected to generate monetary benefits worth at least $30 million to FSC. In addition, the settlement provided for corporate governance, oversight, and conflicts management enhancements to substantially improve the compliance control environment at FSC and FSAM. For example, FSC agreed to adopt measures that will: (i) enhance the independence and rigor of FSC Board oversight, including the appointment of two new independent directors, and ensure that FSAM insiders are held accountable to FSC’s outside directors; (ii) increase the rigor of FSC’s policies and procedures for valuing investments and credits, including enhanced direct Board oversight, more rigorous review of troubled credits, and greater transparency to ensure reasonable valuation and revenue recognition, and timely disclosure of impairments; (iii) create a Risk and Conflicts Committee to address actual and potential conflicts of interest between FSC and FSAM and FSAM insiders, particularly with respect to co-investments, the Investment Advisory Agreement (“IAA”), and FSC’s asset valuation procedures; (iv) establish stock ownership requirements that align FSC’s directors’ interests with the interests of FSC shareholders; and (v) require the formal retention of and consultation with independent outside counsel to enhance the outside directors’ ability to assess and mitigate conflicts of interest, particularly with respect to the annual review and negotiation of the IAA with FSAM.

Salley v. Debrandere, at al., Case No. 17-cv-03777 (D. MD)

The action brought on behalf of Osiris Therapeutics, Inc. (“Osiris”) alleged breach of fiduciary duty claims against certain officers and directors in connection with, among other things, their failure to adopt and implement adequate accounting and financial reporting systems and for allegedly causing Osiris to make false and misleading statements regarding its financial condition. Specifically, Osiris issued a restated 2014 Form 10-K and restated Forms 10-Q for the quarters ended March 31, 2015 and June 30, 2015, as the original financial reports were based on misleading accounting regarding distributor relationships. These restatements removed over $3 million of sales and shifted another $3.9 million in sales between the quarters. The restated financials showed Osiris missing its sales targets for all three quarters. Hynes & Hernandez, LLC was part of the litigation team that negotiated a settlement conferring substantial benefits on Osiris.

The settlement included comprehensive reforms designed to enhance Osiris’s overall corporate governance practices, and specifically address management’s governance failures. These reforms included the adoption of a compensation claw-back policy, the adoption of a related-party transactions policy, enhancements to the Audit Committee of the Board’s oversight and compliance policies, annual review of the Corporate Governance Principles by the Board and other reforms designed to make Osiris’ officers and directors more effective and responsive fiduciaries.

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In sum, these reforms at both the Board and management levels left Osiris as a better governed company with stronger internal controls, enhanced communication and greater independent oversight, and made Osiris’ directors and officers more effective representatives of the stockholders.

In re Equifax, Inc. Derivative Litigation, Case No. 1:18-cv-17 (N.D. Ga.)

Hynes & Hernandez LLC was part of the litigation team that prosecuted claims on behalf of Equifax Inc. (“Equifax”) against certain of Equifax’s current and former officers and directors for breaches of fiduciary duty arising out of Equifax’s massive 2017 data breach.

The terms of the settlement included: (1) the Defendants’ agreement to cause their insurers to pay to Equifax the sum of thirty-two million five hundred thousand dollars ($32,500,000); and (2) Equifax’s adoption and/or maintenance of numerous corporate governance and internal control reforms.

Among other things, these corporate governance reforms included:

• Equifax’s compensation clawback policy was revised to add a financial and reputational harm standard;

• The Board eliminated payments totaling approximately $2.8 million under the Company’s 2017 Annual Incentive Plan for certain members of the senior leadership team;

• The Compensation Committee approved a cybersecurity metric as part of the 2018 and 2019 Annual Incentive Plans. Achievement of this metric cannot increase compensation, but failure to meet it will decrease any award;

• The Technology Committee Charter was revised to add responsibilities related to cybersecurity and technology related risk management, state that all Committee members must be independent, provide for executive sessions with relevant corporate officers, authorize engagement of outside advisors, and review escalation protocols with respect to reporting of cybersecurity incidents to management, the Committee, and the Board;

• The Technology Committee Charter and Audit Committee Charter were revised to provide that the Committees coordinate to oversee risk management with respect to cybersecurity and hold joint meetings as appropriate;

• Equifax enhanced its training program for all employees, in particular in the areas of security and compliance. Equifax has increased the number of individuals in its security organization; and

• Equifax has implemented a new Enterprise Risk Management (“ERM”) framework. Equifax established a new Risk Office, with a direct line of communication to the Board, to enhance and coordinate the second line of defense under the Company’s updated ERM framework. Equifax created an ERM team within the Risk Office.

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In Re Revolution Lighting Technologies, Inc. Derivative Action, Case No. 1:19-cv-03913 (S.D.N.Y.)

Revolution Lighting Technologies, Inc. (“Revolution”) designs, manufactures, markets, and sells light-emitting diode lighting solutions for various usages to industrial, commercial, and government markets. The shareholder derivative actions brought on behalf of Revolution allege that from 2014 through 2018, Revolution improperly recorded its revenue using the bill-and-hold method of revenue accounting. In August 2018, Revolution disclosed that it had identified certain deficiencies in its revenue recognition patterns. Specifically, Revolution concluded that the timing of its revenue recognition was incorrect, such that its annual reported revenue should have been less in 2014 to 2016 by, respectively, about $5 million, $7 million, and $5 million, and its revenue should have been more in 2017 and the first half of 218 by about, respectively, $11 million and $3 million. By October 2018, the SEC was investigating Revolution’s revenue recognition practices for its financial statements covering 2014 through the second quarter of 2018, and due to the alleged deficiencies related to its internal controls, Revolution was unable to timely file its periodic reports with the SEC. Hynes & Hernandez, LLC was part of the litigation team that negotiated a settlement conferring substantial benefits on Revolution.

The settlement reforms included: • Internal Accounting Practices. Revolution will undertake changes to processes by which inventory bill and hold revenue is tracked and accounted for. In addition to other changes, the Company’s accounting department shall now provide monthly reports disclosing where inventory is physically maintained and whether is it subject to bill and hold accounting. Further, any business divisions that are known to use bill and hold accounting shall be directly solicited when preparing such monthly reports. Additionally, the changes provide for the timing of such reports (within three days following the close of the month) and the reporting chain for such information (provided to the Chief Executive Operating Officer, Chief Operating Officer, and the Chief Operations Officer.

• Establishment of a Corporate Compliance Committee and a Corporate Compliance Officer. As part of this Settlement, Revolution Lighting will establish both a Corporate Compliance Committee and a Corporate Compliance Officer position. The Compliance Committee will be principally charged with oversight of Revolution’s compliance with regulatory risk. This will include oversight of Revolution’s Codes of Conduct and ethical responsibilities of directors, officers and employees of the Company. The Compliance Committee shall be responsible for review and evaluation of all compliance complaints and have the power to conduct independent investigations into such complaints. The Compliance Committee shall have a direct line of reporting to the Board. Similarly, the Corporate Compliance Officer (who shall chair the Compliance Committee) shall be primarily responsible for overseeing Revolution’s ethics and compliance programs. This will include implementing procedures for measuring and evaluating compliance and informing senior management of the same.

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• Enhanced Board Independence and Director Education. The reforms bolster the Board’s independence and competence by: (i) adding an additional independent director to the Board; (ii) strengthening the definition of director independence requiring and obligations for appointment of independent board members; and (iii) revising Revolution’s guidelines to limit directors to serving on, at most, two other public companies’ boards of directors.

• Additional Audit Committee Responsibilities. Revolution’s Audit Committee, in addition to oversight of the new accounting policies, will be responsible for review of the accounting treatment for significant new transactions and greater supervision of the application of the Company’s codes of conduct and ethics as it pertains to financial transactions and in particular, bill and hold transactions. The Audit Committee shall also affirmatively determine if related-party transactions are in the best interest of the Revolution and its shareholders. Revolution shall retain an independent consultant to conduct an annual materiality /risk analysis for Revolution.

• Additional Governance Changes. In addition, Revolution will adopt changes to its Nominating and Compensation Committee for the purpose of obtaining qualified new directors and provide a more informed basis for determining compensation of Revolution’s officers and directors. Additionally, Revolution has adopted a mandatory training program for all employees concerning Revolution’s codes of conduct and ethics.

In Re Capstone Turbine Corp. Stockholder Derivative Litigation, Case No. 2:16-cv-01569- DMG (RAOx) (C.D. Cal.)

The action alleged that between at least November 2013 and October 2015, certain officers and directors caused Capstone Turbine Corporation (“Capstone”) to make repeated false and/or misleading statements about Capstone’s business and business prospects that led stockholders and the investing public to believe Capstone was on an upward trajectory. The alleged false and misleading statements issued by Capstone failed to disclose: (1) BPC Engineering (“BPC”), one of Capstone’s main Russian distributors, was unlikely to be able to fulfill many of its legal and financial obligations to Capstone; (2) Capstone failed to make appropriate adjustments to its accounts receivable and backlog to account for BPC’s inability to fulfill its obligations to Capstone; (3) as such, Capstone issued financial statements in violation of Generally Accepted Accounting Principles; (4) Capstone lacked adequate internal controls over accounting; and (5) as a result of the foregoing, Capstone’s financial statements were false and misleading and/or lacked a reasonable basis. Hynes & Hernandez, LLC, acting as Co-Lead Counsel, crafted a settlement comprised of substantial and comprehensive reforms to Capstone’s corporate governance processes and procedures. The corporate governance measures of the settlement were specifically designed to address the alleged wrongdoing in the action by, among other things, increasing board independence requirements; enhancing the board-level Audit Committee’s supervision and oversight duties and responsibilities, including in connection with the Capstone’s recognition of revenue and Whistleblower Policy; enhancements to the duties and responsibilities of the management-level Disclosure Committee to ensure sufficient oversight of and to ensure the timeliness and accuracy of Capstone’s public disclosures; the separation of the positions of Chief

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Financial Officer and Chief Accounting Officer; the appointment of a new Chief Accounting Officer; enhanced monitoring and disclosure practices and requirements relating specifically to Capstone’s key distributors; new written policies and requirements relating to Capstone’s sales backlog to ensure accurate disclosures concerning Capstone’s true revenue and business prospects; additional procedures related to the credit extended by Capstone to its customers; and improvements to Capstone’s Whistleblower Policy.

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Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 1 of 11

Exhibit D Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 2 of 11

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION

Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv- DERIVATIVE LITIGATION 01284-CW)

This Document Relates To:

ALL CASES.

DECLARATION OF WILLEM F. JONCKHEER FILED ON BEHALF OF SCHUBERT JONCKHEER & KOLBE LLP IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 3 of 11

I, Willem F. Jonckheer, declare as follows: 1. I am a partner with the firm of Schubert Jonckheer & Kolbe LLP

(“Schubert Firm”), counsel for plaintiff David Mays and Janice Alley Living Trust

UA 05/09/2014 (“Mays Trust”) in the action David Mays and Janice Alley Living

Trust UA 05/09/2014 v. Woodman, et al., Case No. 2018-0935 (Del. Ch.).1 I am admitted to practice in this Court. I submit this declaration in support of Plaintiffs’

Unopposed Motion for Final Approval of Derivative Settlement. I led the Schubert

Firm’s litigation efforts and supervised the work of the attorneys and professional staff who contributed to this matter. I have personal knowledge of the following facts, and, if called upon, I could and would competently testify thereto.

2. The Schubert Firm seeks attorneys’ fees and reimbursement of expenses for the work performed as counsel for plaintiff in the Mays Trust action.

On behalf of our client, the Schubert Firm (i) pursued an inspection demand under 8

Del. C. § 220 for books and records, (ii) analyzed documents produced by the company, (iii) drafted a detailed litigation demand, (iv) drafted and filed a detailed shareholder derivative complaint in the Delaware Chancery Court, and (v) reviewed the proposed settlement. The Schubert Firm undertook this representation on a wholly contingent basis, with the understanding that we would receive no

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

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compensation, and our expenses would not be reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

3. The Schubert Firm’s time report reflects time recorded contemporaneously and then compiled in the firm’s electronic time-keeping system.

I supervised and worked directly with the attorneys and other professional staff who billed time to this matter. Having carefully reviewed their time records, I can aver that the hours reported and the work they reflect were reasonably necessary to the successful commencement, prosecution, and settlement of the Derivative Matters.

My firm’s lodestar is based on hourly rates ranging from $700.00 to $950.00 for partners and $200.00 to $550.00 for associates and professional staff. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of comparable skill and experience, and they have been approved by federal and state courts throughout the nation, including this Court. See Exhibit A attached hereto (firm résumé).

4. From the inception of my firm’s work on this matter through execution of the Stipulation of Settlement on February 4, 2021, my firm devoted 240.30 hours to the litigation, representing total lodestar of $182,839.00. The chart below summarizes the hours, hourly rates, and lodestar of each professional from my firm who worked on this matter:

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NAME POSITION2 HOURS RATE TOTAL Robert C. Schubert P 13.6 $950.00 $12,920.00 Willem F. Jonckheer P 131.8 $800.00 $105,440.00 Dustin L. Schubert P 84.5 $700.00 $59,150.00 Noah M. Schubert P 3.2 $700.00 $2,240.00 Kathryn Y. McCauley A 2.8 $550.00 $1,540.00 Cassidy Kim A (former) 2.7 $420.00 $1,134.00 Anujan Jeevaprakash A (former) 0.5 $350.00 $175.00 Sara Kahan PL (former) 1.2 $200.00 $240.00

TOTAL TOTAL HOURS 240.3 LODESTAR $182,839.00

5. The Schubert Firm incurred a total of $4,449.13 in unreimbursed expenses in connection with the prosecution of the May Trust action, as summarized in the chart below:

CATEGORY TOTAL Filing Fees $1,270.00 FedEx/Delivery/Overnight $156.94 Copying/Document Fees $80.20 Legal Research/Database Fees $2,016.99 Messenger/Notary $120.00 Notice Cost $805.00 TOTAL EXPENSES $4,449.13

2 (P) Partner; (A) Associate; (PL) paralegal.

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reasonably necessary for the effective and efficient prosecution and resolution of the derivative claims brought on behalf of GoPro, and are reasonable in amount.

7. As set forth in the Schubert Firm’s résumé, a true and correct copy of which is attached hereto as Exhibit A, the attorneys primarily responsible for leading the May Trust action are experienced and skilled advocates.

8. The Schubert Firm’s client, the Mays Trust, maintained its holdings of

GoPro stock throughout the litigation, and (i) reviewed and authorized a demand for books and records under 8 Del. C. § 220, (ii) reviewed and authorized the litigation demand to be served on the company’s board of directors, (iii) reviewed and authorized the filing of the Mays Trust complaint, and (iv) was available for updates on the litigation, including the terms of the Settlement. Given our client’s participation and the favorable benefit achieved in the Settlement, I believe that

Incentive Awards of $1,000.00 to each Settling Shareholder, to be deducted from

Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 4th day of May, 2021, at San Francisco, California.

/s/ Willem F. Jonckheer Willem F. Jonckheer

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EXHIBIT A Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 8 of 11

Schubert Jonckheer & Kolbe LLP

Together with its predecessor firms, Schubert Jonckheer & Kolbe LLP has been in operation for over thirty-five years. In addition to prosecuting cases in California federal and state courts, the firm has been actively involved in securities, antitrust, unfair competition, and employment class actions throughout the United States. Schubert Jonckheer & Kolbe has served as Lead Counsel or Co-Lead Counsel in class actions and shareholder derivative actions that have produced recoveries valued at over $850 million.

! Tucker v. Scrushy, No. CV-02-5212 (AEH) (Ala. Cir., Jefferson Cty.). Co-Lead Counsel in shareholder derivative action on behalf of HealthSouth Corporation alleging breaches of fiduciary duty and insider trading arising from a restatement of financial results. Plaintiffs won partial summary judgment against former Chief Executive Officer Richard Scrushy for restitution of $47.8 million. Plaintiffs also settled HealthSouth’s claims against additional directors and officers for $100 million and against its investment banker for an additional $133 million. At trial against Mr. Scrushy on additional claims, Plaintiffs obtained a $2.9 billion judgment, which was later upheld by the Alabama Supreme Court.

! In re Google AdWords Litigation, No. 5:08-CV-03369-EJD (N.D. Cal.). Lead Counsel for nationwide class of advertisers alleging Google placed their ads on low-quality parked domains and error pages in violation of California’s false advertising laws. We obtained a $22.5 million settlement on behalf of over one million class members, which was finally approved in the Northern District of California.

! Ciapessoni et al. v. United States, No. 1:15-cv-00938-LAS (Fed. Cl.). Co-Counsel for nationwide class of raisin growers alleging that the federal government’s practice of setting aside a portion of their raisin crop constituted an unconstitutional taking of private property for public use in violation of the Fifth Amendment of the U.S. Constitution. We obtained an $85.8 million settlement on behalf of over 6,000 raisin growers who opted-in to the class, which was finally approved by the U.S. Court of Federal Claims.

! Poertner v. The Gillette Company, No. 12-CV-803 (M.D. Fla.). Co-Lead Counsel in nationwide consumer class action alleging false and misleading advertising of certain Duracell batteries regarding the batteries’ longevity, in violation of various state laws. We obtained a settlement valued at approximately $50 million on behalf of approximately 7.26 million class members.

! In re The Home Depot, Inc. Shareholder Derivative Litigation, No. 1:15-CV-2999-TWT (N.D. Ga.). Co-Lead Counsel in shareholder derivative action alleging breaches of fiduciary duty against certain officers and directors concerning The Home Depot 2014 data breach. We successfully resolved the litigation through settlement by causing The Home Depot to enact comprehensive corporate governance reforms and structural improvements to its data security protocols.

! Marsh & McLennan Companies, Inc. Derivative Litigation, No. 753-VCS (Del. Ch.). As co-counsel, we helped obtain a $205 million settlement in a shareholder derivative action brought on behalf of Marsh & McLennan Companies (“MMC”). The complaint alleged

Schubert Jonckheer & Kolbe LLP 1 sjk.law Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 9 of 11

that MMC, the world’s largest insurance broker, failed to adequately disclose that it was paid commissions to steer insurance business to favored companies. When the practices were revealed, MMC paid huge fines, to the detriment of its shareholders.

! 3M Transparent Tape Cases, No. 4:00-2810-CW (N.D. Cal.). Co-Lead Counsel in nationwide antitrust class action on behalf of purchasers of 3M transparent tape. Plaintiffs claimed that 3M maintained an unlawful monopoly in the market for invisible and transparent tape designed to restrict the availability of lower-priced comparable products to consumers and maintain supracompetitive prices for its own retail products. We obtained a settlement valued at approximately $42 million.

! Bonneville Pacific Corporation Securities Litigation, No. 2:92-C-0181-DS (D. Utah). Co-Lead Counsel in securities class action involving fraudulent financial statements by a power cogeneration company. We obtained settlements totaling $26 million for the class, which recovered 100% of its damages, in one of the largest securities fraud cases in Utah history. We also obtained an important decision from the Utah Supreme Court holding that plaintiffs need not plead or prove reliance under the Utah Uniform Securities Act.

! Qwest Communications International, Inc. Derivative Litigation, No. 02-CV-8188 (Colo. Dist. Ct., Denver). Co-Lead Counsel in shareholder derivative action alleging breaches of fiduciary duty and insider trading arising out of the telecommunications company’s earnings restatement. We obtained a $25 million settlement on the company’s behalf.

! Pfeiffer v. Toll, No. 4140-VCL (Del. Ch.). Primary counsel in shareholder derivative action alleging breaches of fiduciary duty and insider trading arising out of missed earnings projections. We recovered a $16.25 million settlement on the company’s behalf and obtained a key legal ruling rejecting the argument that Delaware’s leading insider trading precedent should be overruled. Pfeiffer v. Toll, 989 A.2d 683 (Del. Ch. 2010).

Current Court-Appointed Leadership Positions

! In re Arris Cable Modem Consumer Litigation, No. 5:17-cv-1834-LHK (N.D. Cal.). Class Counsel for certified class of California consumers who purchased allegedly defective cable modems in violation of consumer protection laws.

! Nalick v. Seagate Technology LLC, No. CGC-15-547787 (Cal. Super. Ct.). Class Counsel for certified class of California consumers who purchased allegedly defective hard disk drives in violation of California consumer protection and false advertising laws.

! Fisher v. United States, No. 13-CV-608-MMS (Fed. Cl.). Lead Counsel in shareholder derivative action on behalf of Fannie Mae alleging unconstitutional taking of private property against U.S. government based on net worth sweep of all profits.

! In re Banc of California, Inc. Stockholder Derivative Litigation, No. 8:19-CV-621-AG- DFM (C.D. Cal.). Co-Lead Counsel in shareholder derivative action alleging breaches of fiduciary duty against certain of Banc of California’s officers and directors.

Schubert Jonckheer & Kolbe LLP 2 sjk.law Case 4:18-cv-00920-CW Document 61-5 Filed 05/11/21 Page 10 of 11

! In re: MacBook Keyboard Litigation, No. 5:18-cv-02813-EJD-VKD (N.D. Cal.). Member of the Executive Committee in consumer class action asserting consumer protection and common law claims based on the sale of allegedly defective laptop keyboards.

Attorneys

Robert C. Schubert received a B.S. degree from the New York State School of Industrial and Labor Relations at Cornell University in 1966, where he graduated first in his class. He received his J.D. cum laude from Harvard Law School in 1969, after which he taught law at Columbia University and Golden Gate University. He has actively practiced law at both the trial and appellate levels. He specializes in complex litigation, particularly securities and antitrust class actions and shareholder derivative suits. He is a member of the state and federal bars of California, Massachusetts, and New York. Since 1971, he has also arbitrated numerous disputes for the Federal Mediation and Conciliation Service. He is the author of several published articles and lectures on class actions at the University of California Hastings College of the Law. Mr. Schubert was selected to Super Lawyers from 2007-2009 and 2013-2019.

Willem F. Jonckheer received his B.A. degree from Colgate University in 1990. He was awarded his J.D. degree in 1995 from the University of San Francisco School of Law, where he served as an article editor on the USF Maritime Law Journal and participated in the Philip C. Jessup International Law Moot Court Competition. Mr. Jonckheer was a law intern with the Pacific Stock Exchange, where he researched regulatory issues affecting national securities exchanges, and the U.S. Securities & Exchange Commission, where he worked on enforcement cases. Since 2012, Mr. Jonckheer has been a member of the Board of Trustees of Live Oak School, an independent K-8 school in San Francisco, where he served as Chairman of the Audit Committee, and as a member of select committees on Head of School compensation and school bylaws. Mr. Jonckheer is a member of the Northern California Chapter of the Netherland- America Foundation, an organization dedicated to bilateral cultural exchange between the Netherlands and the United States. He was admitted to the State Bar of California in 1995.

Miranda P. Kolbe received her B.A. from Hamilton College. She was awarded her J.D. degree from the University of California at Berkeley, Boalt Hall, where she won the Prosser Prize in Civil Procedure and the Moot Court Advocacy Award. She served as an Instructor for Boalt’s Legal Research and Writing class and interned at the Prison Law Office in San Quentin, California. She later served as a legal researcher in the Civil Division of the San Francisco Superior Court. Ms. Kolbe has participated in numerous continuing litigation programs as an expert on consumer class actions. Ms. Kolbe was selected to Super Lawyers for 2019.

Dustin L. Schubert received his B.A. from the University of California at Berkeley in 2003. He was awarded his J.D. degree in 2007 from Vanderbilt University Law School. Mr. Schubert was admitted to the State Bar of California in 2007. He previously interned with the San Francisco Superior Court for the Hon. A. James Robertson II and for Bay Area Legal Aid. Mr. Schubert was selected to Super Lawyers Rising Stars for 2017.

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Noah M. Schubert received his J.D. cum laude from the University of San Francisco School of Law in 2011, where he served as Editor-in-Chief of the USF Law Review. Mr. Schubert authored a comment titled Replacement Justice on the U.S. Supreme Court: The Use of Temporary Justices to Resolve the Recusal Conundrum, 46 U.S.F. L. Rev. 215 (2011), and was awarded Best Oral Argument in the Moot Court Program. Mr. Schubert received his B.A. from the University of California at Berkeley in 2003.

Kathryn Y. McCauley received her B.A. from Cornell University in 2006. She was awarded her J.D. degree from Harvard Law School in 2009, where she served as an executive editor of the Harvard International Law Journal. Ms. McCauley was admitted to the State Bar of California in 2009 and the State Bar of New York in 2012. She served as a judicial extern with the Santa Clara Superior Court for the Hon. J. Kleinberg. Ms. McCauley previously worked for Kirkland & Ellis LLP and Satterlee Stephens Burke & Burke LLP, where she represented public and private entities in corporate transactions.

Gregory T. Stuart received his J.D. from the University of California at Davis School of Law in 2005. In 2002, Mr. Stuart was awarded a B.S. in Business Administration, cum laude, with a minor in Philosophy, from Humboldt State University. He participates in most aspects of the firm’s practice but has over a decade of focused experience in document discovery, representing both producing and receiving parties during that time.

Alexandra Green received her J.D. from Santa Clara University School of Law in 2020, where she also received her Privacy Law Certificate with honors. She served as Managing Editor of the Santa Clara Law Review and authored a comment titled The Self Drive Act: An Opportunity to Re-Legislate a Minimum Cybersecurity Federal Framework for Autonomous Vehicles, 60 Santa Clara L. Rev. 217 (2020). During law school, Ms. Green became a Certified Information Privacy Professional and was a law clerk at the United States Attorney’s Office and the Santa Clara County District Attorney’s Office. She received her B.A. from University of Washington in 2015.

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Exhibit E Case 4:18-cv-00920-CW Document 61-6 Filed 05/11/21 Page 2 of 24

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION

Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv-01284- DERIVATIVE LITIGATION CW)

This Document Relates To:

ALL CASES.

DECLARATION OF THOMAS J. McKENNA FILED ON BEHALF OF GAINEY McKENNA & EGLESTON IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-6 Filed 05/11/21 Page 3 of 24

I, Thomas J. McKenna declare as follows: 1. I am a member associated with the firm of Gainey McKenna &

Egleston (“GM&E”). GM&E is counsel of record for plaintiff Giuseppe De Nicola, in Giuseppe De Nicola, et al, vs. Nicholas Woodman, et al. Civil Action No.: 2019-

0119-JRS, Delaware Court of Chancery.1 I am admitted to practice before the courts of the State of New York. I submit this declaration in support of Plaintiffs’

Unopposed Motion for Final Approval of Derivative Settlement. I led our firm’s litigation efforts and supervised the work of the attorneys and professional staff who contributed to this matter. I have personal knowledge of the following facts, and, if called upon, I could and would competently testify thereto.

2. My firm seeks attorneys’ fees and reimbursement of expenses for the work performed in connection with the Giuseppe De Nicola, et al vs. Nicholas

Woodman, et al. Civil Action No.: 2019-0119-JRS, Delaware Court of Chancery action. We also represented our client in a prior action captioned as Giuseppe De

Nicola, et al, vs. Nicholas Woodman, et al. Civil Action No.: 18 Civ 04715, CA

Superior, San Mateo County, which was voluntarily dismissed and then refiled in

Delaware. My firm undertook this representation on a wholly contingent basis, with the understanding that we would receive no compensation, and our expenses would

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

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not be reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

3. GM&E’s time report reflects time recorded contemporaneously and then compiled in the firm’s electronic time-keeping system. I supervised and worked directly with the attorneys and other professional staff who billed time to this matter. Having carefully reviewed their time records, I can aver that the hours reported and the work they reflect were reasonably necessary to the successful commencement, prosecution, and settlement of the Derivative Matters. GM&E’s lodestar is based on hourly rates ranging from $775.00 to $795.00 for partners and

$595.00 to $150.00 for senior counsel, associates, and paraprofessional staff. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of comparable skill and experience, and they have been approved by federal and state courts throughout the nation, including this Court. See Exhibit A attached hereto (firm résumé).

4. From the inception of our efforts through execution of the Stipulation of Settlement on February 4, 2021, GM&E devoted 197.35 hours to the litigation, representing total lodestar of $135,076.75. The chart below summarizes the hours, hourly rates, and lodestar of each GM&E professional who worked on this matter:

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NAME HOURS RATE TOTAL Thomas J. McKenna P 73.00 $795.00 $58,035.00 Gregory M. Egleston P 45.35 $775.00 $35,146.25 Robert Schupler SC 63.90 $595.00 $38,020.50 Noemi Rivera SPL 7.20 $285.00 $2,052.00 Elaine Rosa SPL 5.80 $260.00 $1,508.00 Rebecca Ramotar PL 2.10 $150.00 $315.00 TOTAL TOTAL HOURS 197.35 LODESTAR $ 135,076.75 (P) Partner (SC) Senior Counsel (SPL) Senior Paralegal (PL) Paralegal

5. GM&E incurred a total of $5,600.28 in unreimbursed expenses in connection, as summarized in the chart below:

CATEGORY TOTAL Filing Fees, Publish Fees and Service Fees $3,439.00 Federal Express, Postage & Courier Delivery Service $307.89 Online Research $391.21 Travel Costs to September 2018 Mediation $787.47 Document Management, Telephone, Photocopying, $674.71 Facsimile, and Related Internal Office Charges TOTAL EXPENSES $5,600.28

6. These expenses are reflected in records maintained by my firm in the ordinary course of business. These records are prepared from expense vouchers, invoices, and other billings records submitted contemporaneously as they are incurred. I have reviewed the expense records in detail and can aver that they were reasonably necessary for the effective and efficient prosecution and resolution of the derivative claims brought on behalf of GoPro, and are reasonable in amount.

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7. As set forth in GM&E’s firm résumé, a true and correct copy of which is attached hereto as Exhibit A, the attorneys primarily responsible for leading our efforts in this matter are experienced and skilled advocates.

8. Here, Mr. De Nicola maintained his holdings of GoPro stock throughout the litigation, pursued a demand for books and records in connection with

8 Del. C. § 220, participated in two separate litigations brought for the benefit of

GoPro, monitored GM&E’s activity through the life of the litigation, and was always available for updates on the litigation, including the status of settlement negotiations.

Given his participation and the favorable benefit achieved in the Settlement, I believe that an Incentive Award of $1,000.00 to Mr. De Nicola, to be deducted from

Plaintiffs’ Counsel’s Fee and Expense Award, is warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 3rd day of May, 2021, at New York, New York.

/s/ Thomas J. McKenna THOMAS J. McKENNA

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EXHIBIT A Case 4:18-cv-00920-CW Document 61-6 Filed 05/11/21 Page 8 of 24

Gainey McKenna & Egleston

Attorneys at Law www.gme-law.com

501 FIFTH AVENUE 375 ABBOT ROAD 19TH FLOOR PARAMUS, NJ 07652 NEW YORK, NY 10017 TEL: (201) 225-2001 TEL: (212) 983-1300 FAX: (201) 225-9002 FAX: (212) 983-0383

FIRM RÉSUMÉ

I. Introduction

Gainey McKenna & Egleston (the “Firm”) is based in New York and New Jersey and litigates throughout the country in both state and federal court. Members of the Firm have been engaged in the practice of law for over thirty years. The Firm concentrates its practice on civil litigation of all types and especially in class action litigation on behalf of investors, consumers and small businesses.

The Firm has broad experience in the following areas: breach of fiduciary duty claims under the Employee Retirement Income Security Act of 1974 (“ERISA”), securities, shareholder derivative, consumer fraud and other types of complex commercial and tort litigation. The Firm also has experience in federal and state minimum wage laws, overtime laws or other employment laws regulating the payment of wages and benefits to employees.

Many of the Firm’s cases involve multi-district litigation. The Firm is experienced in, and thoroughly familiar with, all aspects of complex litigation, including the underlying substantive law, the procedures recommended in the Manual for Complex Litigation and the substance and procedure of class certification.

The Firm’s approach to each case is the same. It presents an aggressive position for its clients and uses all available resources necessary to achieve the best possible outcome for its clients. In short, the Firm works hard to produce victories for its clients and takes pride in providing a high level of legal service. It also develops a strong working relationship with its clients and will do whatever it takes within the bounds of the law to get results.

The Firm was formed with the goal of combining the experience gained through practicing law at large firms with the closeness, flexibility and attention to detail that characterize many smaller firms. In essence, the Firm has designed itself to be able to handle both large and small matters, offering what we believe our clients want most: quality legal work with an emphasis on communication. Case 4:18-cv-00920-CW Document 61-6 Filed 05/11/21 Page 9 of 24

We also represent plaintiffs and defendants in a variety of complex civil and commercial litigations, including real estate and business disputes, breach of contract and commercial disputes, employment cases (discrimination, harassment, wrongful termination), insurance coverage disputes, professional malpractice (accounting, legal and medical), products liability, and personal injury lawsuits.

The Firm recently made law in the field of ERISA with its successful prosecution of an appeal to the United States Supreme Court wherein the Court struck down a “presumption of prudence” that lower courts had been using to the protect the actions of fiduciaries of employer retirement plans who imprudently invested in company stock for the retirement plan. In the case, Fifth Third Bancorp v. Dudenhoeffer, 134 S. Ct. 2459 (2014), the Firm argued with co-counsel that the presumption was illegitimate and had no place in the ERISA statutory framework. The Supreme Court agreed.

We have also been retained strictly as trial counsel in many matters. Members of the Firm are admitted to practice in all the courts of the State of New York, New Jersey, Pennsylvania, and Connecticut as well as in the United States Supreme Court, the United States District Court for the Southern District of New York, the United States District Court for the Eastern District of New York, the United States District Court of New Jersey, United States District Court for the Eastern District of Pennsylvania, the United States District Court of Connecticut, the United States Court of Appeals for the Second Circuit, Fifth Circuit, Sixth Circuit, Eighth Circuit, Ninth Circuit and Eleventh Circuit. Members of the firm have also been admitted pro hac vice in a number of other state and federal jurisdictions.

II. Notable Achievements

Below are just some of the cases the attorneys at the Firm have successfully prosecuted by producing a recovery for their clients:

• Dudenhoeffer, et al. v. Fifth Third Bancorp., et al., Civil Action No.: 08-cv-538 (S.D. Ohio) (Co-Lead Counsel in ERISA Class Action) (Recovery of $6,000,000 in cash and structural relief to the 401(k) Plan);

• Borboa, et al. v. Thoedore L. Chandler, et al., Case No.: 3:13-cv-844-JAG (E.D. Va.) (counsel in ERISA Class Action) (Recovery of $5 million for the employees’ 401(k) plan);

• Klein v. Gordon et al., Civil Action No.: 8:17-cv-00123-AB (C.D. Cal.) (Court Appointed Interim Lead Counsel in Derivative Action) (settlement achieved on behalf of Opus Bank consisting of corporate governance reforms);

• In re CytRx Corporation Stockholder Derivative Litigation II, Civil Action No.: C.A. No. 11800-VCMR (Chancery Delaware) (de facto Co-Lead Counsel in 2

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Derivative Action) (settlement achieved on behalf of CytRx Corp. consisting of corporate governance reforms);

• Floridia et al v. Dolan, et al., Civil Action No.: 14-cv-03011 (D. Minn.) (Lead Counsel in securities fraud Class Action) (settled for $2.1 million for benefit of class);

• In re Wilmington Trust Corp. ERISA Litig., Civil Action No.: 10-cv-001114-SLR (D. Del.) (Co-Lead Counsel in ERISA Class Action) (Recovery of $3 million for the employees’ 401(k) plan);

• In re Schering-Plough Corp. Enhance ERISA Litig., Civil Action No.: 08-cv-1432 (D.N.J.) (Co-Lead Counsel in ERISA Class Action) (recovery of $12.25 million for the employees’ 401(k) plan);

• In re Popular Inc. ERISA Litig., Master File No.: 09-cv-01552-ADC (D. P.R.) (Co- Lead Counsel in ERISA Class Action) (recovery $8.2 million for the employees’ 401(k) plan);

• Salvato v. Zale Corp., et al., Civil Action No.: 06-cv-1124 (N.D. Tex.) (Co-Lead Counsel in ERISA Class Action) (recovery of $7 million for the employees’ 401(k) plan);

• In re General Growth Properties, Inc. ERISA Litig., Master File No.: 08-cv-6680 (N.D. Ill.) (Co-Class Counsel for the Settlement Class in ERISA class action) (recovery of $5.75 million for the employees’ 401(k) plan);

• Morrison v. MoneyGram Int’l, Inc., et al., Civil Action No.: 08-cv-1121 (D. Minn.) (Lead Counsel in ERISA Class Action) (recovery of $4.5 million for the employees’ 401(k) plan);

• Jennifer Taylor v. Monster Worldwide, Inc., Civil Action No.: 06-cv-8322 (AKH) (S.D.N.Y.) (Co-Lead Counsel in ERISA Class Action) (recovery of $4.25 million for the employees’ 401(k) plan);

• Boyd, et al. v. Coventry Health, et al., Civil Action No.: 09-cv-2661 (D. Md.) (Co- Lead Counsel in ERISA class action) (recovery $3.6 million for the employees 401(k) plan);

• Singh v. Tri-Tech Holdings, Inc., Civil Action No.: 13-cv-09031 (Co-Lead Counsel in securities fraud Class Action) (settled for $975,000 for benefit of class);

• Shane v. Kenneth E. Edge, et al., Civil Action No.: 10-cv-50089 (N.D. Il.) (Co- Lead Counsel in ERISA Class Action) (recovery of $3.35 million for the employees’ 401(k) plan); 3

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• Thurman v. HCA, Inc., et al., Civil Action No.: 05-cv-01001 (M.D. Tenn.) (Co- Lead Counsel in ERISA Class Action) (recovery of $3 million for the employees’ 401(k) plan);

• Bagley, et al., v. KB Home, et al., Civil Action No.: 07-cv-1754 (C.D. Cal.) (Co- Lead Counsel in ERISA Class Action) (recovery $3 million for the employees’ 401(k) plan);

• Maxwell v. Radioshack Corp., et al., Civil Action No.: 06-cv-499 (N.D. Tex.) (Co- Lead Counsel in ERISA class action) (recovery of $2.4 million for the employees’ 401(k) plan);

• In re MBNA Corp. ERISA Litig., Master Docket No.: 05-cv-429 (D. Del.) (Class Counsel in ERISA Class Action) (recovery of $4.5 million for the employees’ 401(k) plan);

• In re Guidant Corp. ERIS Litig., Civil Action No.: 05-cv-1009 (S.D. Ind.) (recovery of $7 million for the employees’ 401(k) plan);

• In re ING Groep, N.V. ERISA Litig., Master File No.: 09-cv-00400 (N.D. Ga.) (Co- Counsel in ERISA Class Action) (recovery of $3.5 million for the employees’ 401(k) plan);

• In re Netsol Technologies, Inc., Civil Action No.: 14-cv-05787 (C.D. Cal.) (Lead Counsel in securities fraud Class Action) (settled for $850,000 for benefit of class).

III. The Firm Serving As “Lead,” “Co-Lead” or “Counsel”

The Firm has significant experience in prosecuting complex cases, including class actions under ERISA involving breach of fiduciary duty, consumer class actions, securities fraud class actions, derivative cases and transactional matters. By way of example, the following are some of the other cases the Firm has been involved in serving as “Lead or “Co-Lead” Counsel:

Derivative Actions

• Recupero v. Friedli, et al., Civil Action No.: 1:17-cv-00381-JKB (D. Md.) (Court Appointed Interim Lead Counsel in Derivative Action) (settlement achieved on behalf of Osiris Therapeutics, Inc. consisting of corporate governance reforms);

• In re Fifth Street Finance Corp., Stockholder Litig., C.A. No.: 12157-VCG (Del. Chancery) (Court Appointed Co-Lead Counsel in Derivative Action) (settlement achieved in cooperation with other derivative actions venued elsewhere for monetary and non-monetary corporate benefits conferred on corporation);

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• Hamdan v. Munro, et al., Civil Action No.: 3:16-cv-03706-PGS (D. N.J.) (Lead Counsel in Derivative Action) (settlement achieved on behalf of Intercloud Systems, Inc. consisting of corporate reforms);

• In Re Capstone Turbine Corp. Stockholder Derivative Litigation, Civil Action No.: CV16-01569-DMG (C.D. Cal) (Court Appointed Co-Lead Counsel in Derivative Action);

• Nahar, et al., v. Bianco, et al., Civil Action No.: 2:16-cv-00756-RSL (W.D. Wash.) (Court Appointed Co-Lead Counsel in Derivative Action) (settlement achieved on behalf of CTI Biopharma Corp. in cooperation with other derivative actions venued elsewhere consisting of corporate reforms);

• In re Provectus Biopharmaceuticals Inc. Derivative Litig., Civil Action No.: 3:14- cv-00372-PLR-HBG (E.D. Tenn.) (Co-Lead Counsel in Derivative Action) (settlement consisting of corporate governance reforms achieved on behalf of Company);

• Loyd v. Giles, et al., Case No.: 2015CV33429 (Colo., Denver County) (settlement consisting of corporate governance reforms achieved on behalf of Ampio Pharmaceuticals, Inc.);

• Vacek v. Awad, et al., Civil Action No.: 2:17-cv-02820 (E.D. Pa.) (settlement achieved on behalf of Walter Investment Management Corp. consisting of corporate reforms);

• Giesbrecht v. Lee, et al., Civil Action No.: 3:13-cv-0697 (D. Nev.) (settlement achieved in cooperation with other derivative actions venued elsewhere for corporate benefits conferred on L&L Energy, Inc.);

• Hapka v. Dennis Crowley, et al., 50-2005 CA (15th Judicial Circuit in and for Palm Beach County, Florida) (de facto Lead Counsel in Derivative Action) (settlement achieved on behalf of Spear & Jackson, Inc. for monetary benefits conferred on corporation);

• Nieman v. Ira B. Lampert, et al., Civil Action No.: 05-cv-60574 (S.D. Fl.) (de facto Co-Lead Counsel in Derivative Action) (settlement consisting of corporate governance reforms achieved on behalf of Concord Camera Corp.);

• Riley v. Jorge Mas, et al., Case No.: 04-cv-27000 (11th Judicial Circuit in and for Dade County, Florida) (Lead Counsel in Derivative Action) (settlement consisting of corporate governance reforms achieved on behalf of Mastec, Inc.);

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• Ramseur v. Callidus Software, Inc., et al., Civil Action No.: 04-cv-4419 (N.D. Cal.) (Co-Counsel in Derivative Action) (settlement achieved on behalf of Callidus Software, Inc. consisting of corporate reforms);

• Emond v. Murphy, et al., Civil Action No.: 2:18-cv-09040 (C.D. Cal.) (settlement achieved in cooperation with other derivative action venued elsewhere for corporate benefits conferred on Izea Worldwide, Inc. consisting of corporate reforms);

• In re India Globalization Capital, Inc. Derivative Litigation, Civil Action No.: 1:18-cv-3698 (D. Md.) (Court Appointed Co-Lead Counsel) (settlement in principle reached in cooperation with other derivative action);

• In re Revolution Lighting Technologies, Inc. Derivative Action, Civil Action No.: 1:19-cv-03913 (S.D.N.Y.) (Court Appointed Co-Lead Counsel) (settlement in principle reached in cooperation with other derivative action venued elsewhere);

• Kelly Nicole Desmond-Newman v. Saagar Govil, et al., Civil Action No.: 18-cv- 03992 (E.D. NY) (Court Appointed Interim Lead Counsel in Derivative Action) (settlement achieved on behalf of Cemtrex, Inc. consisting of corporate reforms in cooperation with other derivative action venued elsewhere);

• Savage, Spencer, et al., v. Kay, Robert B., et al., Index No.: 162407/2015 (de facto lead counsel in Derivative Action) (settlement achieved on behalf of iBIO, Inc. consisting of corporate reforms);

• Labare v. Dunleavy, et al., Civil Action No.: 3:15-cv-01980 (D. N.J.) (co-counsel) (settlement achieved on behalf of Ocean Power Technologies, Inc. consisting of corporate reforms);

• In re Marriott International Customer Security Data Breach Litigation – Derivative Track, Civil Action No.: 8:19-md-02879 (D. Md.) (Court Appointed Co-Lead Counsel);

• In re iRobot Corporation Derivative Litigation; Civil Action No.: 1:20-cv-10034 (D. Mass.) (Court Appointed Co-Lead Counsel);

• In re CBL & Associates Properties, Inc. Stockholder Derivative Litigation; Consolidated Case No.: 2020-0011-JTL (Chancery Delaware) (Court Appointed Co-Lead Counsel);

• In re Ormat Technologies, Inc. Derivative Litigation, Civil Action No.: 3:18-cv- 00439 (D. Nev.) (Court Appointed Co-Lead Counsel);

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• In re 22nd Century Group, Inc. Derivative Litigation, Civil Action No.: 1:19-cv- 00479 (W.D.N.Y.) (Court Appointed Co-Lead Counsel);

• Thiese v. Giles. et al., Civil Action No.: 18-cv-02558-RBJ (D. Co.) (Court Appointed Co-Lead Counsel in Derivative Action);

• In re Rev Group, Inc. Derivative Litigation, Civil Action No.: 1:19-cv-0009 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re LendingClub Corporation Stockholder Derivative Litigation, Civil Action No.: 3:18-cv-04391(N.D. Cal.) (Court Appointed Co-Lead Counsel);

• In Re Zillow Group, Inc. Shareholder Derivative Litigation, Civil Action No.: 17- cv-1568 (W.D. Wash) (Court Appointed Co-Lead Counsel; motion to dismiss denied);

• Bonessi v. Bank of the Ozarks, Inc. (Nominal Defendant), Civil Action No.: 4:19- cv-00567-DPM (E.D. Ark.) (de facto lead counsel in Derivative Action; motion to dismiss fully briefed);

• Kates v. Metlife, Inc. (Nominal Defendant), Civil Action No.: 1:19-cv-01266-LPS- JLH (D. Del.) (co-counsel in Derivative Action; motion to dismiss fully briefed);

• Behrman, et al. v. Dentsply Sirona, Inc. (Nominal Defendant), Civil Action No.: 1:19-CV-00772-RGA (D. Del.) (de facto lead counsel in Derivative Action; motion to dismiss fully briefed);

• Wajda v. Lipocine, Inc. (Nominal Defendant), C.A. No.: 2019-0122-JTL (Del. Chancery) (de facto lead counsel in Derivative Action; motion to dismiss fully briefed);

• In Re stamps.com Derivative Litigation, Civil Action No.: 2:19-cv-04272 (C.D. Cal.) (Court Appointed Co-Lead Counsel);

• In re Taronis technologies, Inc. Shareholder Derivative Litigation, Civil Action No.: 2:19-cv-04547 (D. Ariz.) (Court Appointed Co-Lead Counsel);

• In Re Cloudera, Inc. Stockholder Derivative Litigation, Civil Action No.: 1:19-cv- 01422 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re CVS Health Corporation Derivative Litigation, Civil Action No.: 17-378 (D. RI) (Court Appointed Co-Lead Counsel);

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• In re Colony Capital Stockholder-Derivative Litigation, Civil Action No.: 1:18-cv- 03176 (Court Appointed Co-Lead Counsel);

• Klein v. Arora, et al., Civil Action No.: 19-cv-01348 (N.D. Il.) (Court Appointed Co-Lead Counsel in Derivative Action);

• Mina Pastagia, et al., v. Charles J. Philippin, et al., Case No.: 2018-CH-07432 (Chancery Illinois, Cook County) (Interim Lead Counsel in Derivative Action involving Ulta Beauty, Inc.);

• Ruth v. CanaVest Corp. (Nominal Defendant), Civil Action No.: 2:15-cv-00481 (D. Nev.) (de facto lead counsel in Derivative Action);

• In re Johnson & Johnson Talc Stockholder Derivative Litigation, Lead Case No.: 3:19-cv-18874-FLW-LHG (Court Appointed Executive Committee in the Derivative Action);

• In re Beyond Meat, Inc. Derivative Litigation, Civil Action No.: 20-2524 (C.D. Cal.) (Court Appointed Co-Lead Counsel);

• Lee v. TrueCar, Inc. (Nominal Defendant), Case No 2019-0988 (Chancery Delaware) (Court Appointed Interim Lead Counsel);

• In re Crown Castle International Corp. Derivative Litigation, Civil Action No.: 20- cv-00606 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re Acer Therapeutics, Inc. Derivative Litigation, Civil Action No. 19-cv-01505 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re Curo Group Holdings, Corp., Derivative Litigation, Civil Action No.: 20-cv- 00851 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re Zoom Video Communications Shareholder Derivative Litigation, Civil Action No.: 1:20-cv-00797-LPS (D. Del.) (Court Appointed Co-Lead Counsel);

• In Re Inovio Pharmaceuticals, Inc. Derivative Litigation, Civil Action No. 2:20- cv-01962 (E.D. Pa.) (Court Appointed Co-Lead Counsel);

• In re Exela Technologies, Inc. Shareholder Derivative Litigation, Civil Action No.: 3:20-CV-1800 (N.D. Tex) (Court Appointed Co-Lead Counsel);

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• In re Blink Charging Company Stockholder Derivative Litigation, Civil Action No. 2020-019815-CA-01 (11th Judicial Circuit in and for Dade County, Florida) (Co- Lead Counsel in Derivative Action);

• In re Tyson Foods Inc. Derivative Litigation, Civil Action No.: 21-00730 (E.D.N.Y.) (Court Appointed Co-Lead Counsel);

• In re Quantumscape Corporation Derivative Litigation, Civil Action No: 21- 00989 (N.D. Cal.) (Court Appointed Co-Lead Counsel;

• In re Velodyne Lidar, Inc. Derivative Litigation, Civil Action No.: 21-cv-00369 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re Peabody Energy Corp. Derivative Litigation, Civil Action No.: 20-cv-01747 (D. Del.) (Court Appointed Co-Lead Counsel);

• In re Plug Power Inc. Derivative Litigation, Civil Action No.: 1:21-cv-02753 (S.D.N.Y.) (Court Appointed Co-Lead Counsel); and

• In re Co-Diagnostics, Inc. Derivative Litigation, Civil Action No.: 20-cv-00654 (D. UT) (Court Appointed Co-Lead Counsel).

Securities Class Actions

• In re VimpelCom Ltd. Securities Litig., Civil Action: No.: 1:15-cv-08672 (ALC) (S.D.N.Y.) (Lead Counsel in securities fraud Class action);

• Fogel v. Vega, et al., Civil Action No.: 1:13-cv-02282-KPF (S.D.N.Y.) (Lead Counsel in securities fraud Class Action against Wal-Mart de Mexico SAB de CV, Ernesto Vega, Scot Rank, and Wal-Mart Stores, Inc.);

• Floridia et al v. Dolan, et al., Civil Action No.: 14-cv-03011 (D. Minn.) (Lead Counsel in securities fraud Class Action);

• In re Netsol Technologies, Inc., Civil Action No.: 14-cv-05787 (C.D. Cal.) (Lead Counsel in securities fraud Class Action);

• Singh v. Tri-Tech Holdings, Inc., Civil Action No.: 13-cv-09031 (Co-Lead Counsel in securities fraud Class Action);

• Jason v. Junfeng Chen, et al., Civil Action No.: 12-cv-1041 (S.D.N.Y) (Lead Counsel in securities fraud Class action);

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• Anderson v. Peregrine Pharmaceuticals, Inc., et al., Civil Action No.: 12-cv-01647 PSG (FMOx) (C.D. Cal.) (Lead Counsel in securities fraud Class Action);

• Araj v. JML Portfolio Mgmt. Ltd., et al., Civil Action No.: 09-cv-00903 (M.D. Fla.) (Co-Lead Counsel in securities fraud Class Action);

• Hanson et al, v. Frazer, LLP., et al., Civil Action No.: 12-cv-3166 (S.D.N.Y.) (Lead Counsel in securities fraud Class Action);

• Labit v. Glenn Zagoren, et al., Civil Action No.: 03-cv-2298; (S.D.N.Y.) (Co-Lead Counsel in securities fraud Class Action); and

• Karp v. SI Financial Group, Inc., et al., Civil Action No: 19-cv-199 (D. Conn.) (Lead Counsel in securities fraud Class Action).

ERISA Class Actions

• In re Comcast Corp. ERISA Litig., Master File No.: 08-cv-00773-HB (E.D. Pa.) (recovery of $5 million for the employees’ 401(k) plan);

• Simeon v. Affiliated Computer Services, Inc. et al., Civil Action No.: 06-cv-1592 (N.D. Tex.) (Co-Lead Counsel in ERISA Class Action) (recovery of $1.5 million for the employees’ 401(k) plan);

• Herrera v. Wyeth, et al., Civil Action No.: 08-cv-04688 (RJS) (S.D.N.Y.) (recovery of $2 million for the employees’ 401(k) plan);

• Douglas J. Coppess v. Healthways, Inc., Civil Action No.: 10-cv-00109 (M.D. Tenn.) (Lead Counsel in ERISA Class Action) (recovery of $1.25 million for the employees’ 401(k) plan);

• In re Int’l Game Tech. ERISA Litig., Civil Action No.: 09-cv-00584 (D. Nev.) (Co- Lead Counsel in ERISA class action) (recovery of $500,000 for the employees’ 401(k) plan);

• Jennifer Jones v. NovaStar Fin., Inc., Civil Action No.: 08-cv-490 (NKL) (W.D. Mo.) (Co-Lead Counsel in ERISA Class Action) (recovery of $925,000 for the employees’ 401(k) plan);

• Page v. Impac Mortgage Holdings, Inc., et al., Civil Action No.: 07-cv-1447 (C.D. Cal.) (Co-Lead Counsel in ERISA Class Action) (recovery of $300,000 for the employees’ 401(k) plan);

• Fulmer v. Scott Klein, et al., Civil Action No.: 09-cv-2354-N (N.D. Tex.) (Lead Counsel in ERISA Class Action); 10

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• In re Pilgrims Pride Stock Investment Plan ERISA Litig., Civil Action No.: 08-cv- 000472-TJW-CE (E.D. Tex.) (Co-Lead Counsel in ERISA Class Action);

• In re UBS ERISA Litig., Civil Action No.: 08-cv-6696 (S.D.N.Y) (Co-Lead Counsel in ERISA Class Action);

• Rinehart v. Lehman Brothers Holdings Inc., et al., Civil Action No.: 08-cv-5598 (S.D.N.Y.) (Co-Lead Counsel in ERISA Class Action);

• Usenko v. Sunedison Semiconductor, LLC., et al., Civil Action No.: 17-cv-2227 (E.D. Mo.) (de facto Co-Lead Counsel in ERISA Class Action);

• Harris and Ramos v. Amgen, Inc., et al., Civil Action No.: 07-cv-5442 (C.D. Cal.) (Co-Lead Counsel in ERISA Class Action);

• Russell v. Harman Int’l Industries Inc., et al., Civil Action No.: 07-cv-02212 (D. of Columbia) (de facto Lead Counsel in ERISA Class Action);

• Mellot v. Choicepoint, Inc., et al., Civil Action No.: 05-cv-1340 (N.D. Ga.) (Co- Lead Counsel in ERISA Class Action);

• In re Eastman Kodak ERISA Litig., MASTER FILE NO. 6:12-CV-06051-DGL (W.D.N.Y.) (Co-Counsel in ERISA Class Action); and

• Sheedy v. Adventist Health System Sunbelt Healthcare Corporation., et al., Civil Action No.: 6:16-cv-01893-GAP (M.D. Fl.) (Interim Lead Counsel in ERISA Action).

Anti-Trust Class Actions

• In re: Package Seafood Products Antitrust Litig., Civil Action No.: 15-MD-2670 (JLS) (MDD) (S.D. Cal.) (co-counsel in on-going anti-trust action);

• In re Pool Products Distribution Market Antitrust Litigation, MDL No. 2328 (Member of the committee in anti-trust action) (settlement obtained from several defendants); and

• In re Keurig Green Mountain Single-Serve Coffee Antitrust Litigation, MDL No. 2542 (co-counsel in on-going anti-trust action).

FLSA Actions

• Affen v. The TJX Companies, Inc., et al., Civil Action No.: 14-cv-03820-CCC-JBC (D. N.J.); 11

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• Roberts v. The TJX Companies, Inc., Civil Action No.: 14-cv-00746-BJD-MCR (M.D. Fla.);

• Sifferman v. Sterling Financial Corp., Civil Action No.: 13-cv-00183 (W.D. Wash.); and

• Winfield, et al., v. Citibank, N.A., Case No.: 10-cv-7304 (S.D.N.Y).

Consumer Actions

• In re Columbia University Tuition Refund Action, Civil Action No.: 1:20-cv-03208 (S.D.N.Y.) (Court Appointed Co-Lead Counsel);

• Placko v. Michigan State University, Court of Claims No. 20-000120-MK (Mi. State Court of Claims) (Court Appointed Co- Lead Counsel);

• Kincheloe v. University of Chicago et al, Civil Action No.: 1:20-cv-03015 (N.D. Ill.) (Court Appointed Co-Lead Counsel);

• Jairo Jara, et al., v. DeVry Education Group, Inc., et al., Civil Action No.: 1:16- cv-10168 (N.D. Ill.);

• Dumont v. Litton Loan Servicing, LP, Civil Action No.: 1:12-cv-2677-ER-LMS (S.D.N.Y.) (Gainey McKenna & Egleston and Robbins Geller Rudman & Dowd LLP were plaintiffs’ co-lead counsel in a putative class action lawsuit filed in the United States District Court for the Southern District of New York on behalf of thousands of homeowners in New York, New Jersey and Pennsylvania. The lawsuit alleged, among other things, that Litton Loan Servicing (“Litton”) and Ocwen Loan Servicing (“Ocwen”) engaged in a deceptive scheme to delay or deny permanent mortgage loan modifications through the federal Home Affordable Modification Program (“HAMP”) to desperate homeowners, systematically breaching their contractual obligations to homeowners, committing deceptive trade practices, and causing significant financial harm);

• Schroeder, et al. v. Countrywide Home Loans, Inc. Bank of America, et al., Civil Action No.: 07-cv-1363 (PGS) (D.N.J.) (Class Counsel in nationwide class action on behalf of United States Military Service members overcharged on their mortgages in violation of the Service members’ Civil Relief Act; recovery of $5.962 million for more than 17,000 service members); and

• Stamm v. My Pillow, Inc. a Minnesota Corporation, a/k/a My Pillow Direct, LLC, Index No.: 651472/2017 (N.Y. Sup. Ct.).

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IV. Attorneys

Barry J. Gainey received his bachelor’s degree in 1981 from Boston University and received his J.D. in 1984 from Washington and Lee University School of Law where he was a Law Review Notes and Comments Editor and authored two published articles. Mr. Gainey was a partner at Wilson, Elser, Moskowitz, Edelman & Dicker in New York City, and the founding partner of Renzulli, Gainey & Rutherford (which later became Gainey & McKenna and now Gainey McKenna & Egleston), with offices in New York City and New Jersey. Mr. Gainey has worked on many high profile actions such as:

• Schroeder, et al. v. Countrywide Home Loans, Inc., Bank of America, et al., Civil Action No.: 07-cv-1363 (D.N.J.) (Appointed Class Counsel in nationwide class action on behalf of United States Military Service members with Countrywide mortgages);

• Klyachman v. Vitamin Shoppe, et al., Civil Action No.: 07-cv-1528 (D.N.J.) (Appointed Class Counsel in nationwide consumer fraud case);

• Kleck v. Bluegreen Corp., Civil Action No.: 09-cv-81047 (S.D. Fl.) (Appointed Class Counsel with Florida firm in nationwide class action);

• Resnik v. Lucent Technologies, Inc. et al., Case No.: L-1230-06 (N.J.) (Appointed Co-Class Counsel in class action);

• Alamo v. Bluegreen Corp. et al., Case No.: L-6716-05 (N.J.) (Appointed Class Counsel in consumer fraud case); and

• Blumer, et al. v. Acu-Gen Biolabs, Inc., et al., Civil Action No.: 06-cv-10359 (D. Mass) (Appointed Class Counsel in consumer fraud case).

Mr. Gainey is admitted to practice in the Federal and State Courts of New York and New Jersey. He is also a past or current member of the American Association for Justice, New Jersey Association for Justice, New York State Bar Association, American Bar Association, New York State Trial Lawyers Association, New Jersey State Bar Association, and Bergen County Bar Association.

Thomas J. McKenna received his bachelor’s degree in 1981 from Boston College (magna cum laude) and received his J.D. in 1984 from Syracuse University College of Law (cum laude) where he was a Law Review Editor and a Member of the Justinian Honorary Law Society. Following law school, Mr. McKenna clerked in the United States District Court for the Eastern District of Louisiana for the Honorable Veronica D. Wicker from 1984 through 1986.

Before starting his own law practice, Mr. McKenna was associated with Cahill, Gordon & Reindel (“Cahill”) in New York City, practicing class actions and securities law, insurance coverage litigation and general commercial litigation. After his association with Cahill, he was an attorney

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at Grutman Greene & Humphrey in New York City where he concentrated on class actions and trial practice in complex commercial and tort litigation. In 1996, Mr. McKenna started his own law firm and then formed Gainey & McKenna in 1998 where he focused his practice on trials, class actions and commercial disputes. Mr. McKenna has worked on many important actions such as:

• Allapattah Services, Inc., et al., v. Exxon Corp., Civil Action No.: 91-cv-0983 (S.D. Fla.) (Nationwide class action for class of Exxon service station operators against Exxon for allegedly overcharging them for gasoline, eventually settled for over $1 billion);

• In re Popular Inc. ERISA Litig., Master File No.: 09-cv-01552-ADC (D. P.R.) (Co-Lead Counsel) (breach of fiduciary duty case under ERISA);

• In re Schering-Plough Corp. Enhance ERISA Litig., Civil Action No.: 08-cv-1432 (D.N.J.) (Co-Lead Counsel) (claim on behalf of employees and ex-employees against 401(k) fiduciaries for breaches of duty in connection with Vytorin);

• In re General Growth Properties, Inc. ERISA Litig., Master File No.: 08-cv-6680 (N.D. Ill.) (Class Counsel) (breach of fiduciary duty case involving harm to retirement plan in connection with alleged risky real estate investments); and

• Morrison v. MoneyGram Int’l, Inc., et al., Civil Action No.: 08-cv-1121 (D. Minn.) (Lead Counsel) (breach of fiduciary duty claims involving alleged improper investment practices).

Mr. McKenna is a member of the Bar of the State of New York and admitted to practice before the United States Supreme Court and United States District Courts for the Southern and Eastern Districts of New York, and the United States Court of Appeals for the Second, Fifth, Sixth, Ninth and Eleventh Circuits. He has also been admitted pro hac vice in numerous other courts. Mr. McKenna is also a member of the Association of the Bar of the City of New York, the New York State Trial Lawyers Association, and the American Association for Justice (formerly the American Trial Lawyers Association) and past member of the New York County Lawyers Association.

Gregory M. Egleston received his bachelor’s degree in 1992 from Fordham University (magna cum laude), his master’s degree in 1994 from Columbia University, and received his J.D. in 1997 from New York Law School. Before joining the Firm, Mr. Egleston had his own law firm and prior to that, Mr. Egleston was an attorney specializing in securities class action litigation, shareholder derivative actions, and consumer fraud litigation at a prominent Manhattan plaintiffs’ class action firm. Mr. Egleston has worked on many high-profile class actions such as:

• Shane v. Kenneth E. Edge, et al., Civil Action No.: 10-cv-50089 (N.D. Il.) (recovery of $3.35 million for the company’s 401(k) plan);

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• Mayer v. Administrative Committee of Smurfit-Stone Container Corp. Retirement Plans, Civil Action No.: 09-cv-02984 (N.D. Ill.) (recovery of $7.75 million for the company’s 401(k) plan);

• In re YRC Worldwide Inc. ERISA Litig., Civil Action No.: 09-cv-02593 JWL/JPO (D. Kan.) (recovery of $6.5 million for the company’s 401(k) plan);

• In re Beazer Homes U.S.A., Inc. Sec. Litig., Civil Action No.: 07-cv-725-CC (N.D. Ga.) ($30.5 million settlement in a Securities Class Action);

• In re Willbros Group, Inc. Sec. Litig., Civil Action No.: 06-cv-1778 (S.D. Tex.) ($10.5 million settlement in a Securities Class Action);

• In re Royal Dutch/Shell Transport Sec. Litig., Civil Action No.: 04-cv-374 (JAP) (D.N.J.) (U.S. settlement with a minimum cash value of $138.3 million with a potential value of more than $180 million, in addition to a related European settlement of $350 million);

• In re Marsh & McClennan Companies, Inc. Sec. Litig., Civil Action No.: 04-cv-8144 (CM) (S.D.N.Y.) ($400 Million settlement in a Securities Class Action); and

• In re Lumenis Sec. Litig., Civil Action No.: 02-cv-1989 (S.D.N.Y.) ($20.1 million settlement in a Securities Class Action).

Mr. Egleston was also involved in a high-profile landlord/tenant action entitled Roberts v. Tishman Speyer, L.P., et al., N.Y. Sup. Ct., Index No. 07600475. The core legal issue was whether landlords could permissibly deregulate and charge market rents for certain so-called “luxury” apartment units in these complexes in years in which the landlords were simultaneously receiving tax abatements from New York City known as “J-51” benefits. The Court of Appeals ruled that the New York statutory scheme prevents landlords of rent stabilized buildings from charging market rents while receiving J-51 benefits for as long as they continue to receive those tax benefits. The action recently settled for $68.8 million.

Mr. Egleston is admitted to the Bars of the States of New York and Connecticut. He is also admitted to practice before the Bars of the federal district courts for the Southern and Eastern Districts of New York and the District of Connecticut.

Robert J. Schupler received his bachelor’s degree in 1979 from Drexel University (Philadelphia, PA), and received his J.D. in 1982 from Southwestern University School of Law (Los Angeles, CA).

Mr. Schupler began his legal career at a boutique law firm in Los Angeles where he focused on civil litigation and transactional matters. He returned “home” to the Philadelphia area in the 90’s and shortly thereafter began focusing on class action litigation and complex tort and commercial disputes, assisting in litigation matters which included Sunbeam and WorldCom.

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Mr. Schupler has the unique experience of working for both plaintiff and defense litigation firms. While working at an internationally recognized defense law firm, Mr. Schupler concentrated on healthcare related products liability litigation matters. In one of these matters, Mr. Schupler was responsible for the administration of a multi-billion dollar settlement involving tens of thousands of plaintiff claimants.

In 2015, Mr. Schupler began working with Gainey McKenna & Egleston. He has assisted GME in prosecuting numerous class action and shareholder derivative actions, including:

• In Re: Packaged Seafood Products Antitrust Litigation, Civil Action No.: 15-MD-2670 JLS (MDD) (S. D. Cal.);

• George Dumont, et al. vs. Litton Loan Servicing LP, et al., Civil Action No.: 7:12-cv- 02677-ER-LMS (S.D.N.Y.);

• Gordon Niedermayer, et al. v. Steven A. Kriegsman, et al., Civil Action No.: 11800-VCMR (Chancery Delaware);

• Arthur P. Cardi, et al. v. FXCM Inc., et al., Civil Action No.: 1:17-cv-4699-PAC-HBP (S. D.N.Y.);

• In Re Rocket Fuel, Inc. Derivative Litigation, Civil Action No.: 4:15-cv-04625-PJH (N.D. Cal.);

• Douglas Labare v. Charles Dunleavy, et al., Civil Action No.: 3:15-cv-01980-FLW-LHG (D. N.J.);

• Waseem Hamdan vs. Mark Munro, et al., Civil Action No.: 2:16-cv-03706 (D. N.J);

• In Re VimpelCom, Ltd. Securities Litigation, Civil Action No.: 1:15-cv-08672-ALC (S.D.N.Y); and

• Shuli Chiu, et al., v. Michelle Dipp, et al., Civil Action No.: 1:17-cv-11382 (D. Mass.).

Mr. Schupler is a member of the Bar of the State of Pennsylvania and is also admitted to practice before the United States District Court for the Eastern District of Pennsylvania.

David A. Silva received his bachelor’s degree in 1982 from New York University and received his J.D. in 1985 from Brooklyn Law School where he was a member of the Moot Court National Team. Between the years of 1985 and 1988, Mr. Silva worked as an Assistant Corporation Counsel in the Law Department of the City of New York. While at the Law Department, Mr. Silva represented various city agencies in Article 78 proceedings as well as defended the constitutionality of various aspects of the New York City Public Health Law, as well as the Building Code and Zoning Resolution. In addition, he was lead counsel on Federal civil rights actions defending the City and its employees. 16

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In 1988, Mr. Silva left the City and joined Mound Cotton Wollan & Greengrass as an associate and worked there for 25 years becoming a partner in 1995 and a senior partner in 2002.

Mr. Silva has served as counsel to both insurers and reinsurers in dozens of reinsurance arbitrations and court proceedings across the United States. He has also acted as lead counsel in arbitrations in both Bermuda and England, involving some of the highest profile issues in the industry. Mr. Silva regularly advises clients on a wide range of issues including workers’ compensation carve out and spiral business; life, personal accident and medical reinsurance issues; long term care reinsurance; actuarial disputes; coverage of declaratory judgment expenses; rescission claims; claims for pre- answer security; letter of credit disputes; commutation valuations; allocation of losses; contract drafting; records inspection rights, and audits. He also has substantial experience in other reinsurance-related matters, including issues involving domestic and off-shore captive reinsurers, surplus relief treaties, and many matters relating to life, accident, health, and long-term care insurance. He also has substantial involvement in all aspects of property and casualty insurance litigation including first- and third-party coverage and claims defense, business interruption, products liability defense, and disputes between primary and excess carriers.

Mr. Silva has been recognized in the Chambers USA Directory, Best Lawyers in America, and Super Lawyers as a leading individual in the field of insurance and reinsurance. Mr. Silva has also served as a lecturer and panelist for various reinsurance programs, including the Reinsurance Association of America, ARIAS U.S., as well as Harris Martin and HB Litigation Conferences.

Mr. Silva is admitted to practice in the federal and state courts of New York and is a past member of the New York State Bar Association as well as the New York County Lawyers Association.

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Exhibit F Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 2 of 44

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION

Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv-01284 DERIVATIVE LITIGATION CW)

This Document Relates To:

ALL CASES.

DECLARATION OF MELINDA A. NICHOLSON FILED ON BEHALF OF KAHN SWICK & FOTI, LLC IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 3 of 44

I, Melinda A. Nicholson, declare as follows: 1. I am a partner of Kahn Swick & Foti, LLC (“KSF”). KSF is counsel of record for plaintiffs Steve Noury (“Noury”), Barbara and Richard Silberfeld

(“Silberfelds”) and Co-Lead Counsel for Plaintiffs in In re GoPro, Inc. Stockholder

Derivative Litig., Consol. C.A. No. 2018-0784-JRS (Del. Ch.) (the “Consolidated

Delaware Action”).1 I am admitted to practice before the courts of the State of New

York and Louisiana. I submit this declaration in support of Plaintiffs’ Unopposed

Motion for Final Approval of Derivative Settlement. I led our firm’s litigation

efforts and supervised the work of the attorneys and professional staff who

contributed to this matter. I have personal knowledge of the following facts, and, if

called upon, I could and would competently testify thereto.

2. My firm seeks attorneys’ fees and reimbursement of expenses for the

work performed as Co-Lead Counsel in connection with the Consolidated Delaware

Action, as well as for the services provided to our client. My firm undertook this

representation on a wholly contingent basis, with the understanding that we would receive no compensation, and our expenses would not be reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

- 1 - Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 4 of 44

3. KSF’s time report reflects time recorded contemporaneously and then

compiled in the firm’s electronic time-keeping system. I supervised and worked

directly with the attorneys and other professional staff who billed time to this matter.

Having carefully reviewed their time records, I can aver that the hours reported and

the work they reflect were reasonably necessary to the successful commencement,

prosecution, and settlement of the Derivative Matters. KSF’s lodestar is based on

hourly rates ranging from $1,100 to $825 for partners and $625 to $300 for of counsel attorneys, associates, and professional staff. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of

comparable skill and experience, and they have been approved by federal and state

courts throughout the nation, including this Court. See Exhibit A attached hereto

(firm résumé).

4. From the inception of the Consolidated Delaware Action through execution of the Stipulation of Settlement on February 4, 2021, KSF devoted 1,260.8 hours to the litigation, representing total lodestar of $782,570. The chart below summarizes the hours, hourly rates, and lodestar of each KSF professional who worked on this matter:

- 2 - Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 5 of 44

NAME POSITION2 HOURS RATE TOTAL Lewis Kahn P 4.3 $1,100 $4,730 Melinda Nicholson P 464.4 $825 $383,130 Michael Robinson A 208.4 $625 $130,250 Nicolas Kravitz A 246.8 $525 $129,570 Eda Walker A 132.9 $475 $63,127.50 Christopher Tillotson A 84.5 $425 $35,912.50 Dawn Hartman PL 34.4 $300 $10,320 Patrick Abercrombie PL 58.2 $300 $17,460 Shaveka Joshua PL 26.9 $300 $8,070 TOTAL TOTAL HOURS 1260.8 LODESTAR $782,570 5. KSF incurred a total of $6,473.72 in unreimbursed expenses in

connection with the prosecution of the Consolidated Delaware Action, as

summarized in the chart below:

CATEGORY TOTAL Filing Fees, Publish Fees, Service Fees, and UPS/Federal $414.00 Express Online Research $71.20 Travel Costs to Attend Mediation and Motion to Dismiss $3,242.96 Hearing Document Management, Postage, Telephone, $2,745.56 Photocopying, Facsimile, and Related Internal Office Charges TOTAL EXPENSES $6,473.72

6. These expenses are reflected in records maintained by my firm in the

ordinary course of business. These records are prepared from expense vouchers,

invoices, and other billings records submitted contemporaneously as they are

2 (P) Partner; (A) Associate; (PL) paralegal.

- 3 - Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 6 of 44

incurred. I have reviewed the expense records in detail and can aver that they were

reasonably necessary for the effective and efficient prosecution and resolution of the

derivative claims brought on behalf of GoPro, and are reasonable in amount.

7. As set forth in KSF’s firm résumé, a true and correct copy of which is

attached hereto as Exhibit A, the attorneys primarily responsible for leading the

Consolidated Delaware Action are experienced and skilled advocates.

8. Here, Noury and Silberfelds maintained their holdings of GoPro stock

throughout the litigation, pursued demands for books and records in connection with

8 Del. C. § 220, monitored KSF’s activity through the life of the litigation, and was always available for updates on the litigation, including the status of settlement negotiations. Given their participation and the favorable benefit achieved in the

Settlement, I believe that Incentive Awards of $1,000.00 to each Settling

Shareholder, to be deducted from Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 4th day of May, 2021,

at New Orleans, Louisiana.

MELINDA A. NICHOLSON

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EXHIBIT A Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 8 of 44

New Orleans, Louisiana 1100 Poydras, Suite 3200 New Orleans, LA 70163

New York, New York 250 Park Avenue, 7th Floor New York, NY 10177

San Francisco, California 912 Cole Street, # 251 San Francisco, CA 94117

Toll Free: (866) 467-1400 Phone: (504) 455-1400 Fax: (504) 455-1498

www.ksfcounsel.com

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 9 of 44

Kahn Swick & Foti, LLC

Table of Contents

The Firm ...... 1

Securities Litigation ...... 1 Current Cases ...... 1 Recent Victories ...... 2 Settled Cases ...... 4

Corporate Governance and Derivative Litigation ...... 5 Current Cases ...... 5 Settled Cases ...... 6

Consumer Protection Litigation ...... 10 Settled Cases ...... 10

Shareholder M&A Class Action Litigation ...... 11 Current Cases ...... 11 Recent Victories ...... 11 Settled Cases ...... 11

Antitrust Litigation ...... 13 Current Cases ...... 13 Recent Victories ...... 14

Attorneys ...... 14 Partners ...... 14 Lewis S. Kahn ...... 14 Michael A. Swick ...... 15 Charles C. Foti, Jr...... 16 Kim E. Miller ...... 17 Ramzi Abadou ...... 18 Melinda A. Nicholson ...... 20 Michael J. Palestina ...... 23 J. Ryan Lopatka ...... 25 Craig J. Geraci ...... 26 Of Counsel ...... 27 Melissa Harris ...... 27 Daniel Kuznicki ...... 28

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Kahn Swick & Foti, LLC

C. Mark Whitehead III ...... 28 Andrew J. Gibson...... 29 Associates ...... 30 Alexander L. Burns ...... 30 Morgan M. Embleton ...... 30 Alayne Gobeille ...... 31 Jyoti Kehl ...... 31 Nicolas Kravitz ...... 32 Marie Luis ...... 32 Brian C. Mears ...... 33 Eda Ayrim Walker ...... 33 Matthew P. Woodard ...... 34

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Kahn Swick & Foti, LLC

The Firm

Kahn Swick & Foti, LLC (“KSF”) “[Kahn Swick & Foti] earned my (www.ksfcounsel.com) is a boutique law firm unyielding admiration and with offices in New York City, San Francisco respect in this case for the and Louisiana. KSF focuses predominantly on efficient and exceptionally class actions, in the areas of securities and reasonable way in which they mergers & acquisitions, and on shareholder found a prompt, fair, and derivative and other complex litigation. Since its equitable solution to the complex inception in 2000, KSF has recovered hundreds problems their clients faced...” of millions of dollars for its clients. Hon. Mark W. Bennett, KSF’s Lawyers have extensive experience United States District Judge In Re: Elgaouni v. Meta Financial Group, Inc. litigating complex cases in the following practice areas: (i) securities litigation; (ii) corporate governance and derivative litigation; (iii) consumer protection litigation; (iv) shareholder merger and acquisition class action litigation; and (v) antitrust litigation. A sampling of the firm’s current cases and recent recoveries is set forth below.

Securities Litigation

CURRENT CASES Abramson v. NewLink Genetics Corp., et al., 1:16-cv-03545-WHP Southern District of New York Lead Counsel

Bellingham v. Qudian Inc., et al., 1:20-cv-0577-GHW Southern District of New York Co-Lead Counsel

In re Chicago Bridge & Iron Co. N.V. Securities Litigation, No. 1:17-cv-1580-LGS Southern District of New York Lead Counsel

In Re Cloudera Securities Litigation, 5:19-cv-03221-LHK Northern District of California Lead Counsel

Dougherty v. Esperion Therapeutics, Inc., et al., No. 16-10089 Eastern District of Michigan Co-Lead Counsel

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Kahn Swick & Foti, LLC

Hogan v. Pilgrim's Pride Corp., et al, 1:16-cv-02611-RBJ District of Colorado Lead Counsel

Ikeda v. Baidu, Inc., No. 5:20-cv-2768 Northern District of California Lead Counsel

Kanefsky v. Honeywell International Inc. et al., Case No. 2:18-cv-15536-WJM-JAD District of New Jersey Lead Counsel

In re Orexigen Therapeutics, Inc., Securities Litigation, 15cv540 L (KSC) Southern District of California Lead Counsel

In re Pareteum Securities Litigation, Case No. 1:19-cv-09767-AKH-GWG Southern District of New York Lead Counsel

Pearlstein v. Blackberry Ltd., et al., 1:13-CV-07060-TPG Southern District of New York Lead Counsel

Welch v. Meaux, et al., No. 19-1260 Western District of Louisiana Lead Counsel

RECENT VICTORIES Dougherty v. Esperion Therapeutics, Inc., et al., No. 2:16-cv-10089 (E.D. Mich.). On November 19, 2020, the Hon. Arthur J. Tarnow issued an Order granting Plaintiffs’ motion for class certification in its entirety. The Court also appointed the Firm’s client as a co-class representative and approved the Firm as co-class counsel pursuant to Fed. R. Civ. P. 23(g), finding it possessed “significant” experience in class action litigation and had “vigorously prosecute[d] the interests of the class …”

Abramson v. NewLink Genetics Corp., 2020 U.S. App. LEXIS 21545, at *3 (2d Cir. July 13, 2020). On July 13, 2020, a three-judge panel for the Second Circuit Court of Appeals vacated in part the dismissal order of Hon. William H. Pauley III, reviving investors’ Exchange Act claims against NewLink Genetics Corp. The detailed 26-page opinion written by Hon. John M. Walker, Jr., and designated for publication, holds that “Plaintiffs plausibly pled material misrepresentation and loss causation for Defendants’ statements about the scientific literature and the design of their clinical trial,” contrary to the holding of the district court. Notably, the Second Circuit credited KSF’s loss causation theory as “persuasive” and “compelling,” and provided significant development on this element of securities fraud cases going forward. Id. at *28.

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Kahn Swick & Foti, LLC

Kanefsky v. Honeywell International Inc. et al., Case No. 2:18-cv-15536-WJM-JAD (D. N.J.). On May 18, 2020, Hon. William J. Martini, United States District Judge for the District of New Jersey, entered an Order denying Defendants’ motion to dismiss against Honeywell, and individual defendants Darius Adamczyk, and Thomas A. Szlosek. A third individual defendant was dismissed from the action. This matter, in which Kahn Swick & Foti is Lead Counsel, alleges that Defendants made materially false and misleading statements and failed to disclose material information regarding Honeywell’s liabilities relating to former subsidiary Bendix Friction Materials’ use of asbestos in certain automotive products. The matter further alleges that when the truth was finally brought to light on October 19, 2018 (after Honeywell released its quarterly report for the third quarter of 2018), the stock fell from an opening price of $151.25 per share to $140.83 per share as of market close on October 24, 2018. Judge Martini agreed, finding Lead Plaintiff’s “alleged facts raise a strong inference of scienter.”

In re Chicago Bridge & Iron Co. N.V. Secs. Litig., Case No. 1:17-cv-1580-LGS (S.D.N.Y). On March 23, 2020, the Honorable Lorna G. Schofield certified a class of shareholders of Chicago Bridge & Iron Company N.V. (“CB&I”) in a lawsuit arising from Defendants’ alleged material misrepresentations and omissions regarding the performance of, and accounting relating to, CB&I’s nuclear business. The case is In re Chicago Bridge & Iron Company N.V. Securities Litigation, No. 1:17-cv-1580, pending in the United States District Court for the Southern District of New York. Judge Schofield appointed KSF as Class Counsel and certified a Class of investors that includes purchasers of common stock of Chicago Bridge & Iron Company N.V. on the NYSE during a Class Period from October 30, 2013, through June 23, 2015, excluding Defendants and their affiliates.

Dougherty v. Esperion Therapeutics, Inc., et al., No. 17-1701 (6th Cir.). On September 27, 2018, the Sixth Circuit Court of Appeals reversed and remanded the lower court’s dismissal of the securities class action filed on behalf of a putative class of Esperion Therapeutics, Inc. investors. In a decision written by Senior Circuit Judge Eugene Edward Siler, Jr., the Sixth Circuit held that the district court erred by concluding that lead plaintiffs had not adequately alleged scienter, stating that, “Esperion has offered no innocent inference stronger than Plaintiffs’ inference that Esperion knowingly or recklessly made material misrepresentations or omissions in its [] communications with investors.” The Court further held that defendants’ “innocent inference” explanations were either implausible or actually supported lead plaintiffs’ allegation of recklessness.

Khoja v. Orexigen Therapeutics, Inc. et al., No.16-56069 (9th Circuit). On August 13, 2018, the Ninth Circuit Court of Appeals handed lead plaintiff a major win when it overturned much of the lower court’s order dismissing all claims against Defendant Orexigen Therapeutics, Inc. In a detailed 59-page opinion written by Judge A. Wallace Tashima and designated for publication, the Court found that the trial court, “in dismissing the action” had “abused its discretion by improperly considering materials outside of the complaint.” Noting a “concerning pattern in securities cases like this one” – where defendants

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 14 of 44

Kahn Swick & Foti, LLC improperly “exploit []” the incorporation-by-reference doctrine and judicial notice procedure – the Court stated that this opinion aimed to “clarify” these procedures.

SETTLED CASES Erica P. John Fund, Inc. v. Halliburton Co., et al., No. 3:02-cv-1152 (N.D. Tex.). Co-Class Counsel, federal securities class action against oilfield services company and a high-level officer, in which Class Counsel obtained a unanimous decision by the U.S. Supreme Court in Erica P. John Fund, Inc. v. Halliburton Co., et al., 563 U.S. 804 (2011) vacating and remanding a decision of the Fifth Circuit, and then successfully defeated Defendants’ attack on the Basic v. Levinson presumption of reliance in Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014). These two Supreme Court decisions led to certification of the class, and ultimately resulted in a cash settlement of $100 million for investors.

In re Petrobras Securities Litigation, No. 1:14-cv-9662 (S.D.N.Y.). Member of Plaintiffs’ Steering Committee for the Individual Actions (“PSC”), federal securities class action against Brazil’s state- controlled petrochemical company arising from “Operação Lava Jato,” the largest corruption scandal in the history of Latin America, whereby Plaintiffs alleged Defendants deliberately overpaid on various construction contracts in return for kickbacks. The Class action settled in 2018 for $3 billion and, as a member of the PSC, KSF was found by the Court to have “made a substantial contribution to the class,” June 22, 2018 Opinion and Order at 39 (D.E. 834).

Dr. Joseph F. Kasper, et. al. v. AAC Holdings, Inc., et. al., 3:15-cv-00923 (Consolidated) (M.D. Tenn.). Co-Lead Counsel, federal securities class action against a for-profit substance abuse treatment provider, and certain officers and directors, arising from Defendants’ misleading statements regarding a criminal investigation into the death of a patient, resulting in a settlement of $25 million for investors.

In re Virgin Mobile USA IPO Litigation, 2:07-cv-05619-SDW-MCA (D.N.J.), Co-Lead Counsel, federal securities IPO-related class action against a company providing wireless communication services, certain officers and directors, certain controlling shareholder entities, and Virgin’s underwriters, resulting in a cash settlement of $19.5 million for investors.

In Re Eletrobras Securities Litigation, Case No. 1:15-cv-05754 (Consolidated) (S.D.N.Y.). Co-Lead Counsel, federal securities class action against Centrais Eletricas Brasileiras S.A. and several of its former directors and officers, by U.S. investors after the company reported large losses related to a sprawling corruption scandal in Brazil. Nearly three years of protracted litigation resulted in a settlement of $14.75 million for investors.

In re Tesco PLC Securities Litigation, 14 Civ. 8495 (RMB) (S.D.N.Y.), Lead Counsel, federal securities class action against one of the world's largest grocery and general merchandise retailers

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Kahn Swick & Foti, LLC based in the U.K., resulting in an all-cash settlement of $12 million for investors in ADRs and F shares in the United States.

In re BigBand Networks, Inc Securities Litigation, 3:07-CV-05101-SBA (C.D. Cal.), Co-Lead Counsel, federal securities class action brought against a computer hardware corporation, certain officers and directors of the Company, and the Company’s Underwriters, resulting in a cash settlement of $11 million for investors.

In re U.S. Auto Parts Networks, Inc. Securities Litigation, 2:07-cv-02030-GW-JC (C.D. Cal.), Lead Counsel, federal securities IPO-related class action against an online automotive supply company, certain members of its board of directors, and its underwriters, resulting in a cash settlement of $10 million for investors.

In re CytRx Corp. Securities Litigation, 2:14-CV-01956-GHK (PJWx) (C.D. Cal.), Lead Counsel, federal securities class action brought against biotechnology corporation, certain officers and directors of the Company, and the Company’s Underwriters, resulting in a settlement of $8.5 million for investors.

In re Rocket Fuel, Inc. Securities Litigation, 4:14-cv-03998-PJH (N.D. Cal.). Co-Class Counsel, federal securities class action against a digital advertising technologies company and certain of its officers and directors, resulting in a cash settlement of $3.15 million for investors.

In re ShoreTel, Inc. Securities Litigation, 3:08-cv-00271-CRB (N.D. Cal.), Lead Counsel, federal securities IPO-related class action brought against an Internet protocol telecommunications company, certain of its officers and directors, and its underwriters, resulting in a cash settlement of $3 million for investors.

Kavra v. Health Insurance Innovations, Inc. et al., Case No. 8:17-cv-02186-EAK-MAP (M.D. Fla.), Lead Counsel, federal securities class action brought against health insurance company and certain of its officers and directors, resulting in a cash settlement of $2.8 million for investors.

Corporate Governance and Derivative Litigation

CURRENT CASES Bassett Family Trust v. Costolo, et al. (Twitter, Inc. Derivative Litigation), C.A. No. 2019-0806 Delaware Court of Chancery Plaintiffs’ Counsel

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Kahn Swick & Foti, LLC

In re Conduent Inc. Stockholder Derivative Litigation, Lead Case No. 650903/2021 New York Supreme Court, New York County Co-Lead Counsel

In re Fitbit, Inc. Stockholder Derivative Litigation, Consolidated C.A. No. 2017-0402 Delaware Court of Chancery Co-Lead Counsel

In re GoPro, Inc., Stockholder Derivative Litigation, C.A. No. 2018-0784-JRS Delaware Court of Chancery Co-Lead Counsel

Green, et al. v. Paz, et al. (CIGNA Corporation Derivative Litigation), C.A. No. 20-cv-00324 District of Delaware Plaintiffs’ Counsel

Pfenning v. Jacobs, et al. (Acadia Healthcare Company, Inc. Derivative Litigation), C.A. No. 2020-0915 Delaware Court of Chancery Plaintiffs’ Counsel

Weber, et al. v. Polk, et al. (Newell Brands, Inc. Derivative Litigation), C.A. No. 20-cv-01792 District of Delaware Plaintiffs’ Counsel

SETTLED CASES Orrego v. Lefkofsky (Groupon, Inc. Derivative Litigation), No. 12 CH 12420 (Ill. Cir. Ct, Cook Cnty., Ch. Div.). KSF acted as Co-Lead Counsel in the consolidated shareholder derivative action filed in the Chancery Division of the Cook County Circuit Court in Illinois, which was brought derivatively on behalf of Groupon, Inc. against certain of its current and former directors and officers for allegedly breaching their fiduciary duties by, among other things, causing Groupon to issue or make materially false and misleading statements and failing to implement necessary controls over Groupon’s accounting function. KSF facilitated a settlement comprising of comprehensive corporate governance reforms with an estimated value of $159 million, including changes to the Compensation Committee Charter, implementation of director education requirements, enhanced Independent Director meeting obligations, augmentations to the Audit Committee and Disclosure Committee rules and procedures, creation of a new Director of Compliance position, and the retention of an independent auditing firm to conduct an assessment of the company’s internal audit department.

In re Bank of America Corp. Securities, Derivative, & Employment Retirement Income Security Act (ERISA) Litigation, 09 Civ.580 (DC) (S.D.N.Y.). KSF served as court appointed Co-Lead Counsel in the Southern District of New York, and sued current and former executive officers and directors of the company, on behalf of shareholders. The substance of this action focused on Bank of America's January 1, 2009, acquisition of Merrill Lynch & Co., Inc. in a stock-for-stock transaction. This action alleged, among other things, that certain material information was omitted from the proxy statement

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Kahn Swick & Foti, LLC filed with the Securities and Exchange Commission and mailed to stockholders on November 3, 2008. This proxy was critical in allowing defendants to obtain shareholder consent for the issuance of shares necessary to consummate the Merger. KSF was successful in resolving this action after defeating motions to dismiss by multiple defendants. In addition to major corporate governance reforms, KSF was also able to recover over $62.5 million for the company.

In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. 4813 (Del. Ch.). As Co-Lead Counsel in this shareholder derivative action filed in the Court of Chancery of the State of Delaware on behalf of Barnes & Noble, Inc. against certain of its officers and directors, including Chairman Leonard Riggio, related to the company’s 2009 acquisition of Mr. Riggio’s private company Barnes & Noble College Booksellers, Inc., alleging that the purchase price, and the process by which it was agreed to, was not entirely fair to Barnes & Noble, Inc. and harmed shareholders, KSF helped obtain a settlement resulting in the recovery of $29 million for Barnes & Noble, Inc. in the form of reductions to the principal and interest payable to Mr. Riggio.

Weil v. Baker (ArthroCare Corporation Derivative Litigation), No. 08-CA-00787 (W.D. Tex.). As Co- Lead Counsel in the consolidated federal derivative action on behalf of ArthroCare Corporation against certain of its officers and directors arising from alleged improprieties in the company’s marketing of spine wands, KSF helped obtain a cash settlement of $8 million, along with important corporate governance changes.

In re Fitbit, Inc. Stockholder Derivative Litigation, Consolidated C.A. No. 2017-0402 (Del. Ch.). As Co-Lead Counsel in this shareholder derivative action filed in the Court of Chancery of the State of Delaware on behalf of Fitbit, Inc. (“Fitbit”) against certain of its officers and directors, KSF alleged that certain insiders made stock sales in the company’s initial public offering and—after agreeing to release the insiders from lock-up agreements that barred them from trading for 180 days after the initial public offering—an early secondary offering, taking take advantage of an artificially positive market response to Fitbit’s flagship PurePulse heartrate monitoring technology. KSF was successful in resolving this action after defeating the defendants’ motion to dismiss, recovering $5 million for Fitbit.

In re FAB Universal Corporation Shareholder Derivative Litigation, Lead Case No. 14-cv-687 (S.D.N.Y.). As sole Lead Counsel in this consolidated action, KSF brought breach of fiduciary claims derivatively on behalf of FAB Universal Corporation against certain of its current and former directors and officers. Claims brought included breaches of duties of loyalty, due care, good faith, independence, candor and full disclosure to shareholders; misappropriation of material, non-public information of the Company by certain individual defendants; and violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The action focused on defendants’ publication of false and misleading statements concerning the Company's kiosk business in China, and the failure to

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Kahn Swick & Foti, LLC disclose the issuance of $16.4 million worth of bonds to Chinese investors in April 2013. KSF obtained a settlement involving numerous corporate governance reforms, including the creation a new Disclosure Committee to put effective procedures and protocols in place and designed to ensure that all of the Company's public statements are vetted for accuracy, integrity and completeness. KSF was also able to cause the Company to modify the Charter of the Audit Committee to provide that at least one non-executive member of the Audit Committee has general expertise in accounting or financial management. Modifications were also caused to be made to the Company’s Corporate Governance Committee and to the Company’s Code of Conduct.

In re Fifth Street Finance Corp. Stockholder Litigation, Consolidated C.A. No. 12157 (Del. Ch.). As Co-Lead Counsel in this shareholder derivative action filed in the Delaware Court of Chancery on behalf of Fifth Street Finance Corporation (“FSC”) against certain current and former directors of FSC, its investment advisor, Fifth Street Asset Management Inc. (“FSAM”), and current and former directors and officers of FSAM, KSF alleged that certain FSC and FSAM officers and directors caused FSC to pursue reckless asset growth strategies, to employ aggressive accounting and financial reporting practices, and to pay excessive fees under FSC’s investment advisory agreement with FSAM, in order to inflate the perceived value of FSAM in the lead up to FSAM’s initial public filing. KSF was instrumental in obtaining a settlement consisting of certain changes to FSC’s investment advisory agreement and governance enhancements. The changes to the investment advisory agreement include a waiver by FSAM of fees equal to $10 million and an acknowledgment that plaintiffs were a substantial and remedial factor in the reduction of base management fees from 2% to 1.75%. The governance enhancements include additional Board governance provisions, enhanced policies, practices and procedures regarding FSC’s valuation of its investments, increased disclosure of relevant issues, and increased consultation with outside advisors and independent third parties.

Lowry v. Basile (Violin Memory, Inc. Derivative Litigation), No. 4:13-cv-05768 (N.D. Cal.). As counsel for the plaintiff in this shareholder derivative action, KSF brought breach of fiduciary claims derivatively on behalf of Violin Memory, Inc. against certain of its current and former directors and officers for breaches of duties and waste of corporate assets. The action focused on defendants’ publication of false and misleading statements concerning the Company's operating results and financial condition and alleged waste of corporate assets by granting outsized compensation to the CEO that was not in line with the performance of the Company. KSF obtained a settlement involving numerous corporate governance reforms, including the formalization of a Disclosure Committee to put effective procedures and protocols in place and designed to ensure that all of the Company's public statements are vetted for accuracy, integrity and completeness. KSF was also able to cause the Company to modify the Charter of the Compensation Committee to provide that the committee will create annual and long-term performance goals for the CEO, whose compensation will be based on

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Kahn Swick & Foti, LLC whether those performance goals are achieved. Modifications were also caused to be made to the Company’s Audit Committee and to the Company’s Corporate Governance Guidelines.

In re Moody’s Corporation Shareholder Derivative Litigation, No. 1:08-CV-9323 (S.D.N.Y.). As Lead Counsel for the demand-excused shareholder derivative actions filed on behalf of Moody’s Corporation against current and former executive officers and directors of the company, asserting various claims, including for breach of fiduciary duty, in connection with, inter alai, Moody’s credit ratings on various mortgage-backed securities, KSF helped obtain a settlement in which the settling defendants agreed that Moody’s had implemented or will adopt, enhance and/or maintain certain governance, internal control, risk management and compliance provisions, designed to identify, monitor and address legal, regulatory and internal compliance issues throughout the business and operations of Moody’s Investors Service, Inc., the credit rating agency operating subsidiary of the company.

In re Morgan Stanley & Co., Inc. Auction Rate Securities Derivative Litigation, No. “You had a choice. You could withdraw from the case or you could 1:08-CV-07587 (S.D.N.Y.). As Lead push it to such an extent that at some Counsel for shareholders in this federal point a settlement would be derivative action against a prominent forthcoming. You chose the latter...” broker-dealer to redress harms to the company from its sales and marketing of Hon. Alvin K. Hellerstein, auction rate securities, KSF obtained United States District Judge In Re: Morgan Stanley & Co., Inc., substantial corporate governance reforms Auction Rate Securities Derivative Litigation that promised to avoid a recurrence of similar harms in the future.

In re Star Scientific, Inc. Virginia Circuit Court Derivative Litigation, Lead Case No. CL13-2997-6 (Va. Cir. Ct., City of Richmond). KSF acted as court appointed Lead Counsel in the consolidated state court shareholder derivative action filed on behalf of Star Scientific, Inc. against certain current and former directors and officers. This action focused on defendants’ false statements and misrepresentations concerning the Company's product Anatabloc. Specifically, the action stated that defendants had caused or allowed the Company concealed: (i) private placements and related-party transactions; (ii) government investigations of the Company; and (iii) a December 2013 warning letter from the U.S. Food and Drug Administration. In resolving this matter, KSF obtained sweeping corporate governance changes, including but not limited to, the creation of a new board-level committee to review and oversee the Company's legal, regulatory, compliance, and government affairs functions. KSF also caused the Company to modify the charter of the Audit Committee to strengthen disclosure oversight and risk management. Modifications were also caused to be made to the Company's Compensation Committee. The Company was caused to adopt a set of Corporate Governance Guidelines. A new

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Governance and Nominating Committee was created and the position of Compliance Officer tasked with oversight and administration of the Company's corporate governance policies was added. Changes were also made to the Company's Corporate Code of Business Conduct and Ethics.

In re ProQuest Co. Shareholder Derivative Litigation, No. 2:06-cv-11845-AC (E.D. Mich.). As Co- Lead Counsel in a federal derivative action filed on behalf of ProQuest (now Voyager Learning Company) against certain of its officers and directors, KSF helped obtain a settlement including important corporate governance changes.

Consumer Protection Litigation

SETTLED CASES In re: General Motors Corp. Speedometer Products Liability Litigation, MDL No. 1896, Co-Lead Counsel. Appointed co-lead counsel for national class of 4.2 million purchasers of certain GM trucks with defective speedometers. The case was resolved successfully by GM agreeing to fix defective speedometers for free and to reimburse class members for all past repair costs.

Rose Goudeau, et. al. v. The Administrators of the Tulane Educational Fund, et. al., No. 2004- 04758, Sec. 13, Div. J (Civil District Court for the Parish of Orleans), Class Co-Counsel. Nationwide class action certified on behalf of near relatives of individuals who donated their bodies to the Tulane Willed Body Program. The complaint alleged that the Tulane Willed Body Program sold the donated bodies and/or body parts to third parties. A settlement of $8,300,000 was obtained for the class members.

Barbara Thomas, et. al. v. ClearCredit, et. al., No. 03-2580 (E.D. La.). Co-Lead Counsel in national class action involving violations of the Fair Credit Reporting Act. Settled for approximately $6 million in benefits to the consumer class along with injunctive relief.

Sterling Savings Bank v. Poleline Self-Storage LLC, No. CV-09-10872 (Idaho Dist. Ct.), Class Counsel. In this putative class action, a borrower alleged that the Bank improperly used the 365/360 method of interest calculation on several commercial loans. A settlement of $3.5 million was recovered for bank customers.

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Shareholder M&A Class Action Litigation

CURRENT CASES Helen Moore v. Macquarie Infrastructure and Real Assets, et al. (Cleco Corporation Merger), Case No. 251,417, c/q 251,456 and 251,515, Div. “C” Ninth Judicial District Court for the Parish of Rapides, State of Louisiana Interim Co- Lead Counsel

In re USG Corp. Stockholder Litigation (USG Corp. Merger), Consol. C.A. No. 2018-0602 Delaware Court of Chancery Counsel for Plaintiff

Lisa Guzman v. Robert L. Johnson, et al. (RLJ Entertainment Merger), Case No. A-18-783643-B Clark County, Nevada District Court, Dept. 11 Counsel for Plaintiff

Nadav Poms v. Dominion Diamond Corporation, et al., Index No. 655733/2017 Supreme Court of the State of New York, County of New York Counsel for Plaintiff

RECENT VICTORIES Helen Moore, et al v. Macquarie Infrastructure and Real Assets, et al. No. 251,417. On September 9, 2019, Hon. Patricia Koch, District Judge for the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana, appointed KSF as co-lead counsel for the class. The class representatives allege that Defendants, the former Board of Directors of Cleco Corporation, breached their fiduciary duties in connection with the sale of Cleco to an investment consortium by, inter alia, failing to maximize the consideration that Cleco shareholders would receive in the transaction, and by making misleading statements and failing to disclose material information regarding a conflicted sales process in the definitive proxy statement filed with the Securities and Exchange Commission thereby resulting in a shareholder vote on the transaction that was not fully informed.

SETTLED CASES In re Saba Software, Inc. Stockholder Litigation, Consol. Case No. 10697 (Delaware Court of Chancery 2015). Member of Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of software company. Settlement consisted of $19.5 million common fund.

In re American Capital, Ltd. Shareholder Litigation, Case No. 422598-V (Circuit Court for Montgomery County, Maryland 2016). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders against both the target board and senior management and an activist investor fund (as a

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Kahn Swick & Foti, LLC controller) relating to a proposed merger of a publicly traded private equity company. Settlement consisted of $17.5 million common fund from the target’s board and the activist investor.

Kenneth Riche, et al v. James C. Pappas, et al., C.A. No. 2018-0177 (Del. Ch). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders against the target board and activist investors relating to a proposed merger of a publicly traded geothermal company. Settlement consisted of $6.5 million common fund, which represented a significant 7.7% premium to the $84 million adjusted enterprise value of the merger to the non-defendants shareholders/class members.

Rice v. Genworth Financial Incorporated, et al., Consol. Case No. 3:17-cv-00059 (Eastern District of Virginia 2017). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of insurance company. Settlement consisted of additional material disclosures to proxy statements.

Wojno v. FirstMerit Corp., et al., Case No. 5:16-cv-00461 (Northern District of Ohio 2016). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of bank holding company. Settlement consisted of additional material disclosures to proxy statements.

In re Adams Golf Shareholder Litigation, C.A. No. 7354 (Delaware Court of Chancery 2012). Chair of Plaintiffs’ Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of sporting goods companies. Settlement consisted of additional material disclosures to proxy statements.

In re BTU International, Inc. Stockholders Litigation, Consol. C.A. No. 10310-CB (Delaware Court of Chancery 2014). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics and solar goods companies. Settlement consisted of additional material disclosures to proxy statements. First known settlement to pass the exacting Trulia standards articulated by the Court of Chancery.

In re EnergySolutions, Inc. Shareholder Litigation, C.A. 8203 (Delaware Court of Chancery 2014). Plaintiff’s Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of nuclear energy related companies worth $1.1 billion ($375 million in proposed shareholder consideration). Settlement consisted of $0.40 price bump which increased the consideration to shareholders by more than 10% or approximately $38 million. Settlement also included over 20 pages of additional disclosures to proxy statement relating to process and pricing claims.

Hill v. Cohen, et al. (Summit Financial Services Group, Inc.), 2013 CA 017640 (15th Judicial Circuit Court, Florida). Co-lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of a financial services company. Contingent and delayed aspects of the proposed

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Kahn Swick & Foti, LLC merger consideration, worth several million dollars, were accelerated and paid to shareholders ahead of schedule and settlement involved several pages of additional disclosures were made to the proxy statement.

In re InSite Vision Inc. Consolidated Shareholder Litigation, Lead Case No. RG-15774540 (c/w Case No. RG-15777471). Counsel for Plaintiffs. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical companies. Litigation was followed by a public bidding war that resulted in a $30 million increase in merger compensation.

In re Medtox Scientific, Inc. Shareholders Litigation, Court File No. 62-CV-12-5118 (Minnesota District Court 2013). Plaintiffs’ Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical technology companies. Settlement consisted of additional material disclosures to proxy statement.

Heron v. International Rectifier Corporation, et al., Case No. BC556078 (Superior Court of the State of California, County of Los Angeles). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics companies. Settlement consisted of additional material disclosures to proxy statements.

Sachs Investment Group v Sun Healthcare Group, Inc., et al. 30-2012-580354-CU-SL (Superior Court of the State of California 2013). Plaintiffs’ Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of healthcare companies. Settlement consisted of additional material disclosures to proxy statement.

In re Susser Holdings Corp. Stockholders Litigation, C.A. 9613 (Delaware Court of Chancery 2014). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of convenience store and gas station companies. Settlement consisted of additional material disclosures to proxy statements regarding hidden value of individual distribution rights in limited partnership.

Antitrust Litigation

CURRENT CASES Oliver, et al. v. American Express Company, et al., No. 1:19-cv-00566 Eastern District of New York Member of Plaintiffs’ Executive Committee

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RECENT VICTORIES Oliver, et al. v. American Express Company, et al., No. 1:19-cv-00566-NGG-SMG (E.D.N.Y). On April 30, 2020, the Hon. Nicholas G. Garaufis, United States District Court Judge for the Eastern District of New York, entered an Order denying, in part, defendants’ motion to dismiss. This matter, in which Kahn Swick & Foti, LLC is a member of Plaintiffs’ Executive Committee, seeks damages, restitution, and injunctive relief against the American Express Company and American Express Travel Related Services Company, Inc. (collectively, “Amex”), on behalf of persons that used an electronic form of payment other than an Amex charge or credit card to purchase goods and services sold by merchants across the country at prices allegedly inflated by Amex’s non-discrimination provisions. Judge Garaufis ruled that plaintiffs adequately pled violations of 22 state antitrust and/or consumer protection laws and allowed plaintiffs’ case to proceed against Amex for these violations.

Attorneys

PARTNERS

Lewis S. Kahn Lewis Kahn is a founding partner of KSF and serves as the firm’s managing partner. Mr. Kahn’s practice is devoted to representing institutional and retail investors in connection with damages suffered as a result of securities fraud, breaches of fiduciary duties by corporate boards, and other egregious corporate conduct.

Mr. Kahn oversees the firm’s securities practice, which has been responsible for settlements including the long-running securities class action against Halliburton where Mr. Kahn was Co-Class Counsel with David Boies, a case in which the firm twice beat back Halliburton’s attempt in the United States Supreme Court to eviscerate shareholder rights, and obtained a $100 million settlement for the Class after prior and subsequently replaced national securities counsel attempted to settle the case for $6 million. Other matters have included: In re Virgin Mobile USA IPO Litigation, 2:07-cv-05619-SDW-MCA ($19.5 million settlement), In re Tesco PLC Securities Litigation, 14 Civ. 8495 ($12 million settlement), In re BigBand Networks, Inc Securities Litigation, 3:07-CV-05101-SBA ($11 million settlement), In re U.S. Auto Parts Networks, Inc. Securities Litigation, 2:07-cv-02030-GW-JC ($10 million settlement), In re Bank of America Corp. Securities, Derivative, and Employment Retirement Income Security Act (ERISA) Litigation, 09 Civ.580 (DC) (S.D.N.Y.) ($62.5 million cash payment to Bank of America o/b/o Board), In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. 4813- VCS (Del. Ch. Ct.) (recovery of $29 million for Barnes & Noble, Inc. in the form of reductions to the principal and interest payable to CEO), and In re EnergySolutions, Inc. Shareholder Litigation, C.A.

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8203-VCG (Del. Ch. 2014) ($0.40 price bump which increased the consideration to shareholders by more than 10% or approximately $38 million).

In addition to securities lawsuits, Mr. Kahn has significant experience with consumer fraud and mass tort class actions. Mr. Kahn has been appointed to various leadership positions in federal class action litigation over the years.

Mr. Kahn holds a Bachelor’s degree from New York University in 1990 and received a Juris Doctor from Tulane Law School in 1994. Mr. Kahn is a member of the Louisiana Bar and is licensed to practice in all Louisiana state courts, as well as the United States Supreme Court, the United States Courts of Appeal for the Second, Fifth and Ninth Circuits, and the United States District Courts for the Eastern, Middle and Western Districts of Louisiana.

Michael A. Swick Michael A. Swick is a co-founding partner of KSF and heads the firm’s case starting department, overseeing case evaluation and initiation in the firm’s securities, shareholder derivative and mergers & acquisitions practice groups. Prior to founding KSF, Mr. Swick had a distinguished career working at several of the nation’s premiere class action litigation firms.

Relying on analytical skills honed at Tulane Law School and Columbia University’s Graduate program of Arts & Sciences, throughout his career, Mr. Swick has played an important role in investigating large securities frauds and in developing and initiating litigations against the nation’s largest corporations. Over his career, Mr. Swick has also participated in the litigation of cases that have resulted in hundreds of millions of dollars in recoveries for aggrieved shareholders and institutional investors.

Mr. Swick also works closely with the firm’s institutional investor clients and participates in the management and development of KSF’s portfolio monitoring systems.

In addition to his unique educational background, following law school, Mr. Swick also worked on the New York Mercantile Exchange, where he was involved first-hand, in the open-outcry trading of crude oil and natural gas futures and options contracts.

Mr. Swick received a Juris Doctor from Tulane Law School in 1994, and a Master of Political Philosophy from Columbia University Graduate School of Arts & Sciences in 1989 as well as a joint B.A. in Philosophy and Political Science from State University of New York at Albany in 1988. Mr. Swick was admitted to the State Bar of New York in 1997 and is admitted to practice before the United States District Court for the Southern District of New York, and the United States Supreme Court.

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Charles C. Foti, Jr. Charles C. Foti, Jr. served as the Attorney General for the state of Louisiana from 2004-2008, after serving for 30 years as one of the most innovative law enforcement officials in the United States as Orleans Parish Criminal Sheriff. Throughout his career, General Foti has remained committed to public service.

As Attorney General for the state of Louisiana, General Foti’s achievements include:

. Recovering over $24 million for Louisiana consumers in consumer fraud matters, $8 million in anti-trust litigation, $9.1 million for state employees through Office of Group Benefits, over $2 million for auto complaints, over $33 million in Medicaid Fraud.

. Investigating and apprehending numerous contractor fraud criminals in the wake of one of the worst natural disasters in United States history, Hurricane Katrina.

. Doubling the number of arrests for crime against children through the Louisiana Internet Crimes Against Children Task Force.

Prior to serving as Louisiana Attorney General, over the course of a distinguished career spanning decades, General Foti took countless cases to trial. General Foti served as the head of the criminal division of the city of New Orleans Attorney's Office. He served as the police attorney for the city of New Orleans and prosecuted federal cases including prisoner overcrowding cases. He also served as an assistant District Attorney for Orleans Parish. Even early in his career, he tried cases as in house counsel for the nationally-known insurance carrier, Allstate.

In his tenure as Orleans Parish Criminal Sheriff, General Foti oversaw the enormous expansion of the parish jail, growing from 800 prisoners in 1973 to more than 7,000 currently. As the prison expanded, so did the need for education and rehabilitation skills for prisoners. As Sheriff, General Foti started the first reading and GED programs, work release programs, drug treatment programs and the nation's first boot camp at the local level, all to prepare prisoners for a future without crime. Administratively, General Foti managed a multi-million dollar budget and a complex organization of more than 1,400 employees.

General Foti has for many years been an advocate for the elderly. As Sheriff, he and a small army of volunteers provided Thanksgiving meals for senior citizens in the New Orleans area. He started a back- to-work program for senior citizens that helps people over the age of 55 get back into the workforce.

General Foti received his Juris Doctor degree from Loyola University Law School in 1965, after serving his country in the United States Army from 1955 through 1958.

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Kim E. Miller

Kim E. Miller is a KSF partner who specializes in “One of the best lawyers to securities litigation and other complex class action appear in front of me in a litigation. Ms. Miller also supervises the New York City long time...” office of KSF. Prior to joining the firm in 2006, Ms. Miller Hon. Charles R. Breyer, was a partner at one of the nation's leading plaintiff class United States District Judge In Re:ShoreTel, Inc. Sec. Litig. action firms. Ms. Miller also spent two years as a securities litigator on the defense side.

Over the course of her career, Ms. Miller has represented many thousands of harmed investors in class actions filed throughout the country. In a recent Order and final judgment in which KSF served as Lead Counsel, Elgaouni v. Meta Financial Group, Inc., 10-4108-MWB (N.D. Iowa) (June 29, 2012) (Bennett, J.), the Federal District Court noted:

"Indeed, I find that this action has been a model of how complex class actions should be conducted. Counsel for the Lead Plaintiff, Kim Miller, and her firm, Kahn Swick & Foti, L.L.C., and [Defense Counsel] showed the utmost professionalism and civility, required very limited court intervention while diligently pursuing their objectives, and sought and obtained a fair and reasonable settlement before incurring substantial costs for discovery and trial preparation, all to the benefit of the Lead Plaintiff, Class Members, and the Defendants....I applaud their skill, expertise, zealousness, judgment, civility, and professionalism in putting the best interests of their respective clients first and not only foremost, but exclusively ahead of their law firms’ financial interests. Ms. Miller and [Defense Counsel] and their respective law firms earned my unyielding admiration and respect in this case for the efficient and exceptionally reasonable way in which they found a prompt, fair, and equitable solution to the complex problems their clients faced in this litigation, and they accomplished all of this with virtually no judicial intervention. In sum, my only deeply held regret in this case is that bioscience has not sufficiently advanced to allow the cloning of Ms. Miller and [Defense Counsel] for lead counsel roles in all complex civil class action litigation in the Northern District of Iowa."

At another recent settlement hearing in which KSF served as Lead Counsel, In re ShoreTel, Inc. Sec. Litig., 3:08-cv-00271-CRB (N.D. Cal.), the Federal District Court (Breyer, J.) noted, with respect to Ms. Miller, “You're one of the best lawyers to appear in front of me in a long time....”

In addition to litigating many securities fraud and IPO-related securities cases, Ms. Miller has worked extensively on cases involving allegations of improper directed brokerage arrangements and excessive

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Kahn Swick & Foti, LLC charges in mutual fund cases brought pursuant to the 1934 Securities Exchange Act and/or the Investment Company Act of 1940. She was also involved in the mutual funds late trading/market timing litigation. Ms. Miller’s class action trial experience includes participating as a trial team member in a four-month jury trial involving fraud-based claims the resulted in a jury verdict in favor of Plaintiffs and the Class.

In the course of her career, Ms. Miller has been involved in a variety of cases in which large settlements were reached, including:

. Settlement value of $127.5 million. Spahn v. Edward D. Jones & Co., L.P., 04-cv-00086-HEA (E.D. Mo.)

. $110 Million Recovery. In re StarLink Corn Prods. Liab. Litig., MDL No. 1403 (N.D. Ill.)

. $100 Million Recovery. In re American Express Financial Advisors, Inc. Sec. Litig., 1:04-cv- 01773-DAB (S.D.N.Y.)

Ms. Miller is KSF’s lead litigator in its securities class action practice. While at KSF, Ms. Miller has supervised all aspects of the following successful litigations, among many others: Erica P. John Fund, Inc. v. Halliburton Company, et al., 3:02-CV-1152-M (N.D. Tex.) ($100 million); In re Virgin Mobile USA IPO Litig., 2:07-cv-05619-SDW-MCA (D.N.J.) ($19.5 million settlement); In re BigBand Networks, Inc. Sec. Litig., 3:07-CV-05101-SBA (N.D. Cal.) ($11 million settlement); and In re U.S. Auto Parts Networks, Inc. Sec. Litig., 2:07-cv-02030-GW-JC (C.D. Cal.) ($10 million settlement).

After graduating with honors from Stanford University in 1992 with a double major in English and Psychology, Ms. Miller earned her Juris Doctor degree from Cornell Law School, cum laude, in 1995. While at Cornell, Ms. Miller was the Co-Chair of the Women's Law Symposium, Bench Brief Editor of the Moot Court Board, and a member of the Board of Editors of the Cornell Journal of Law & Public Policy. She was also a judicial intern for The Honorable David V. Kenyon in the Central District of California. Her pro bono work includes representing families of 9/11 victims at In re September 11 Victim Compensation Fund hearings. Ms. Miller has also served as a fundraiser for the New York Legal Aid Society. She is admitted to practice before the United States Supreme Court, the States of California and New York, and before the United States District Courts for the Southern and Eastern Districts of New York and the Northern, Southern, and Central Districts of California. She is also admitted to the United States Courts of Appeal for the Second, Fifth, Ninth and Eleventh Circuits.

Ramzi Abadou Mr. Abadou is a KSF partner who oversees KSF’s San Francisco office. He specializes in securities litigation and has been responsible for securing securities recoveries exceeding $1.5 billion for

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Kahn Swick & Foti, LLC investors. Before joining KSF, Mr. Abadou was the managing partner of an east coast-based plaintiff class action firm’s San Francisco office and a partner at a prominent plaintiff class action firm in San Diego.

He is responsible for numerous precedent-setting decisions at all stages of securities litigation, including In re HP Secs. Litig., 2013 U.S. Dist. LEXIS 168292 (N.D. Cal. 2013); In re MGM Mirage Sec. Litig., 2013 U.S. Dist. LEXIS 139356 (D. Nev. 2013); Dobina v. Weatherford Int’l, 909 F. Supp. 2d 228 (S.D.N.Y. 2012); Minneapolis Firefighters’ Relief Ass’n v. Medtronic, Inc., 278 F.R.D. 454 (D. Minn. 2011); In re SemGroup Energy Partners, L.P., 729 F. Supp. 2d 1276 (N.D. Okla. 2010); Borochoff v. Glaxosmithkline PLC, 246 F.R.D. 201 (S.D.N.Y. 2007); and In re Cardinal Health, Inc. Sec. Litig., 226 F.R.D. 298 (S.D. Ohio 2005). Mr. Abadou also prevailed before the United States Court of Appeals for the Ninth Circuit and the United States Supreme in Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988 (9th Cir. 2018) cert. denied sub nom. Hagan v. Khoja, 139 S. Ct. 2615 (2019), which significantly altered the securities law and civil pleading practice landscapes in the Ninth Circuit.

In 2010, Mr. Abadou was named one of the Daily Journal’s Top 20 Lawyers in California under 40 and, since 2012, has been selected for inclusion in either Super Lawyers or Benchmark Litigation as a leading securities litigation practitioner. He also has AV Preeminent Peer Review Rating from Martindale-Hubbell. He has lectured on securities litigation at Stanford University Law School, the University of San Diego School of Law, Boston College Law School and is a Law Lecturer at U.C. Berkeley Law School.

Over the years, federal courts have also commended Mr. Abadou for his handling of securities matters. In Minneapolis Firefighters’ Relief Association v. Medtronic, Inc. et al. Case No. 0:08-cv-06324-PAM- AJB (D. Minn.) (November 8, 2012), the Hon. Chief Magistrate Judge Arthur Boylan stated:

“I’ve been a judge, as you know, either in state or federal court, for over 26 years, and you get a feel for [] the quality of representation before you. But more than that, the quality of the people, personally and professionally. And [] the gentlemen who are here in the courtroom, [] Ramzi [Abadou], exhibited such professionalism and such hard work and such good faith in pursuing this.”

Similarly, in Tripp, et al. v. IndyMac Bancorp, Inc., et al., Case No. 2L07-CV-1635-GW (VBK) (January 28, 2013), the Hon. George H. Wu stated in reference to Mr. Abadou that:

“Counsel actively, thoroughly and impressively litigated a complex subject matter (both factually and legally), all the while confronting formidable defense counsel. Obviously, the plaintiff class did not face a simple path if it continued with this litigation into further discovery, summary judgment motions and, eventually, trials and, potentially appeals.

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Counsel has obtained a not insubstantial settlement figure as the result of their hard, and capable, work.”

Mr. Abadou attended Pitzer College where he earned a B.A. in Pan-African Studies in 1994 and later obtained an M.A. in political science from Columbia University in 1997. He received his J.D. from Boston College Law School in 2002.

Mr. Abadou is a member of the San Francisco Bar Association, the Federal Bar Association for the Northern District of California and is a pro bono panelist with Federal Bar Association Justice & Diversity Project. He is admitted to the California Bar and is licensed to practice in all California state courts, as well as all United States District Courts in California, the Eastern District of Michigan, the United States Court of Appeals for the Ninth and Eleventh Circuits, and the Supreme Court of the United States.

Melinda A. Nicholson Melinda A. Nicholson, a partner in KSF’s Louisiana office, focuses on shareholder derivative and class action litigation, representing institutional and individual shareholders in corporate governance litigation and securities fraud actions, and antitrust matters. Ms. Nicholson also oversees KSF’s shareholder derivative practice.

Ms. Nicholson has been involved in a number of significant derivative and class action cases throughout the country seeking recovery for harmed shareholders and individuals, obtaining seminal decisions in shareholders’ favor, including:

. Oliver, et al. v. American Express Company, et al., No. 1:19-cv-00566 (E.D.N.Y). On April 30, 2020, the Hon. Nicholas G. Garaufis, United States District Court Judge for the Eastern District of New York, entered an Order denying, in part, defendants’ motion to dismiss. This matter, in which Kahn Swick & Foti, LLC is a member of Plaintiffs’ Executive Committee, seeks damages, restitution, and injunctive relief against the American Express Company and American Express Travel Related Services Company, Inc. (collectively, “Amex”), on behalf of persons that used an electronic form of payment other than an Amex charge or credit card to purchase goods and services sold by merchants across the country at prices allegedly inflated by Amex’s non- discrimination provisions. Judge Garaufis ruled that plaintiffs adequately pled violations of 22 state antitrust and/or consumer protection laws and allowed plaintiffs’ case to proceed against Amex for these violations.

. In re Fitbit, Inc. Stockholder Derivative Litigation, Consolidated C.A. No. 2017-0402 (Del. Ch.). On December 14, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Chancery Court rejected a motion to dismiss a stockholder derivative suit alleging insider trading and breach of

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fiduciary duty claims against executive officers and directors of Fitbit, Inc. (“Fitbit”). The lawsuit, in which Ms. Nicholson serves as co-lead counsel, alleges that certain insiders made $385 million in stock sales in the company’s initial public offering and—after agreeing to release the insiders from lock-up agreements that barred them from trading for 180 days after the initial public offering—an early secondary offering, taking take advantage of an artificially positive market response to Fitbit’s flagship PurePulse heartrate monitoring technology. Vice Chancellor Slights held that the plaintiffs’ complaint—bolstered by internal company documents obtained by KSF and its co-counsel—reasonably alleges that, while Fitbit was actively promoting its PurePulse technology, the company internally was struggling to correct and contain news about serious problems with the accurate functioning of their devices containing PurePulse. In the opinion, Vice Chancellor Slights further held that the complaint adequately pled that the directors and officers who sold stock traded on inside information, and “designed the secondary offering to accommodate sellers’ interests.”

. Dougherty v. Esperion Therapeutics, Inc., et al., No. 16-10089 (E.D. Mich.). On September 27, 2018, the Sixth Circuit Court of Appeals reversed and remanded the lower court’s dismissal of the securities class action filed on behalf of a putative class of Esperion Therapeutics, Inc. investors. In a decision written by Senior Circuit Judge Eugene Edward Siler, Jr., the Sixth Circuit held that the district court erred by concluding that lead plaintiffs had not adequately alleged scienter, stating that, “Esperion has offered no innocent inference stronger than Plaintiffs’ inference that Esperion knowingly or recklessly made material misrepresentations or omissions in its [] communications with investors.” The Court further held that defendants’ “innocent inference” explanations were either implausible or actually supported lead plaintiffs’ allegation of recklessness.

Ms. Nicholson is actively involved in cases pending before various federal and state courts across the United States, including:

. Bassett Family Trust v. Costolo, et al. (Twitter, Inc. Derivative Litigation), C.A. No. 2019-0806; (Del. Ch.); Plaintiffs’ Counsel;

. Dougherty v. Esperion Therapeutics, Inc., et al., No. 16-10089 (E.D. Mich.); Co-Lead Counsel;

. In re Conduent Inc. Stockholder Derivative Litigation, Lead Case No. 650903/2021; New York Supreme Court, New York County; Co-Lead Counsel;

. In re GoPro, Inc., Stockholder Derivative Litigation, C.A. No. 2018-0784 (Del. Ch.); Co-Lead Counsel;

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. Oliver, et al. v. American Express Company, et al., No. 1:19-cv-00566 (E.D.N.Y.); Member of Plaintiffs’ Executive Committee;

. In re Pareteum Securities Litigation, No. 1:19-cv-09767 (S.D.N.Y.); Lead Counsel;

. Pfenning v. Jacobs, et al. (Acadia Healthcare Company, Inc. Derivative Litigation), C.A. No. 2020-0915 (Del. Ch.); Plaintiff’s Counsel;

. Weber, et al. v. Polk, et al. (Newell Brands, Inc. Derivative Litigation), C.A. No. 20-cv-01792 (D. Del.); Plaintiffs’ Counsel; and

. Welch v. Meaux, et al., No. 19-1260 (W.D. La.) Lead Counsel.

Since joining KSF, Ms. Nicholson has also been involved in a number of cases which ultimately resulted in successful settlements, including:

. Orrego v. Lefkofsky (Groupon, Inc. Derivative Litigation), No. 12 CH 12420 (Ill. Cir. Ct, Cook Cnty., Ch. Div.) (settlement consisting of broad corporate governance reforms with an estimated value of $159 million);

. In re Bank of America Corporation Securities, Derivative, & Employee Retirement Income Security Act (ERISA) Litigation, No. 09-MD-2058 (S.D.N.Y.) (Court-approved settlement including $62.5 million cash recovery and substantial corporate governance changes);

. In re Fifth Street Finance Corp. Stockholder Litigation, Consolidated C.A. No. 12157 (Del. Ch.) (settlement resulted in governance enhancements and advisory fee reductions worth an estimated $30 million);

. In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. 4813 (Del. Ch.) (settlement resulted in $29 million recovery for the company);

. In re Fitbit, Inc. Stockholder Derivative Litigation Consolidated C.A. No. 2017-0402 (Del. Ch.) (settlement resulted in $5 million recovery for the company);

. In re FAB Universal Corporation Shareholder Derivative Litigation, Lead Case No. 14-cv-687 (S.D.N.Y.) (settlement involving broad corporate governance reforms);

. Lowry v. Basile (Violin Memory, Inc. Derivative Litigation), No. 4:13-cv-05768 (N.D. Cal.) (broad corporate governance reform settlement);

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. In re Moody’s Corporation Shareholder Derivative Litigation, 1:08-CV-9323 (S.D.N.Y.) (settlement involving comprehensive corporate governance reforms); and

. In re Star Scientific, Inc. Virginia Circuit Court Derivative Litigation, Lead Case No. CL13-2997- 6 (Va. Cir. Ct., City of Richmond) (settlement involving sweeping corporate governance reforms).

Prior to joining the firm in 2010, Ms. Nicholson worked for defense firms in New York, handling complex commercial litigations and regulatory investigations involving a variety of legal issues, including fiduciary obligations, securities violations, contractual breaches, antitrust and insurance coverage. Ms. Nicholson completed a joint B.A./J.D. program at Tulane University, receiving a B.A. in Political Science, with a concentration in American Politics and Policies and a minor in Economics, from Tulane in 2003 and a J.D. from Tulane in 2005. While at Tulane Law School, Ms. Nicholson served as a Notes and Comments Managing Editor for the Tulane Law Review, which published her comment, The Constitutional Right to Self-Representation: Proceeding Pro Se and the Requisite Scope of Inquiry When Waiving Right to Counsel, 79 TUL. L. REV. 755 (2005). She has received numerous awards, including the Dean’s Medal for attaining the highest grade point average during the third year, the George Dewey Nelson Memorial Award for attaining the highest grade point average in common law subjects throughout the three years of law study, and Order of the Coif. She graduated from the law school summa cum laude and ranked second in her class.

Ms. Nicholson is admitted to practice in Louisiana and New York, and before the United States District Courts for the Eastern District of Louisiana, Western District of Louisiana, Southern District of New York, Eastern District of New York, District of Colorado, and Eastern District of Michigan.

Michael J. Palestina Mr. Palestina practices securities and other complex class action litigation. He focuses his practice on securities litigation involving mergers and acquisitions. In his capacity as a KSF partner, Mr. Palestina currently serves as lead, co-lead, or executive committee counsel in several ongoing M&A cases and has previously served in the same capacity in several successfully resolved M&A cases.

For example, Mr. Palestina took part in the successful resolution of In re EnergySolutions, Inc. Shareholder Litigation, Consol. C.A. 8203-YCG (Del. Ch. 2013), a securities class action involving claims for breach of fiduciary duties to shareholders relating to a proposed merger of nuclear energy related companies worth $1.1 billion ($375 million in proposed shareholder consideration), where there was a $0.40 price increase, which increased the consideration to shareholders by more than 10%, or approximately $38 million, and over 20 pages of additional disclosures to the proxy statement relating to process and pricing claims. More recently, Mr. Palestina served as one of three co-lead counsel in

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In re American Capital, Ltd. Shareholder Litigation, Case No. 422598-V (Circuit Court for Montgomery County, Maryland 2016), a securities class action involving claims for breach of fiduciary duty in connection with the sale of American Capital Ltd. against both American Capital's board and senior officers and Elliott Management Corporation, the activist investor fund that agitated for the sale. Therein, Mr. Palestina was instrumental in obtaining a $17.5 million settlement from American Capital’s board members and officers and Elliott, in so doing defeating a motion to dismiss by Elliott and obtaining an unprecedented ruling that Elliott may be considered a controller and subject to entire fairness review at trial.

Several of Mr. Palestina’s current cases also implicate evolving and novel areas of corporate merger law. For example, in Helen Moore v. Macquarie Infrastructure and Real Assets, et al. (Cleco Corporation Merger), Case No. 251,417, c/q 251,456 and 251,515, Div. “C” (9th JDC, Louisiana, 2014), in which Mr. Palestina serves as one of two Interim Co-Lead Counsel, he was instrumental in securing a landmark Louisiana appellate decision finding that merger-related challenges are direct, and not derivative, in nature. Similarly, in Kenneth Riche v. James C. Pappas, et al. (U.S. Geothermal Merger), C.A. No. 2018-0177-JTL (Del. Ch. 2018), in which Mr. Palestina serves as counsel for the Plaintiff, Mr. Palestina is litigating one of the few merger challenges to survive a motion to dismiss post-Corwin. Finally, in Lisa Guzman v. Robert L. Johnson, et al. (RLJ Entertainment Merger), Case No. A-18- 783643-B (Nevada Dis. Ct. 2018), in which Mr. Palestina again serves as counsel for the Plaintiff, Mr. Palestina is litigating whether Nevada’s “inherent fairness” standard survived the Nevada Legislature’s 2017 amendment of its business corporation laws.

Prior to joining KSF, Mr. Palestina clerked for the honorable Catherine D. Kimball, former Chief Justice of the Louisiana Supreme Court, and practiced law at a well-respected New Orleans litigation firm. While there, Mr. Palestina gained valuable trial experience, focused on complex commercial litigation, and represented a number of judges and his fellow lawyers regarding ethical issues before the State’s judicial and attorney disciplinary systems.

Mr. Palestina graduated from Tulane University in 2005 with a Bachelor of Arts in Political Science. He earned his J.D. in 2008 from Loyola University of New Orleans College of Law, where he graduated magna cum laude, was a William L. Crowe, Sr. Scholar, and was inducted into the Order of Barristers. While in law school, Mr. Palestina was a member of the Loyola Law Review and Loyola Moot Court, was the first place oralist in the Loyola Intramural Moot Court Competition, and represented Loyola at the Stetson International Environmental Moot Court Competition (where he was the fourth place oralist overall) and on the National Team at the New York Bar Association’s National Moot Court Competition (where his team advanced to the finals). Mr. Palestina also served as a research assistant to the Leon Sarpy Professor of Law Professor Kathryn Venturatos Lorio, whom he assisted in a revision of her Westlaw treatise on Louisiana Succession and Donations, and as a Judicial Intern to Magistrate Joseph

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C. Wilkinson, Jr. of the United States Federal District Court for the Eastern District of Louisiana. Mr. Palestina’s Law Review article, Of Registry: Louisiana’s Revised Public Records Doctrine, was published in the Loyola Law Review. Mr. Palestina is licensed to practice in Louisiana state and federal courts.

J. Ryan Lopatka J. Ryan Lopatka, a partner in KSF’s New York office, focuses primarily on federal securities class action litigation.

Mr. Lopatka was a member of the team that litigated against Halliburton Company in one of the most closely followed securities cases of all time. The litigation, which spanned more than a decade, included two landmark decisions from the Supreme Court. The first, Erica P. John Fund, Inc. v. Halliburton, 1331 S.Ct. 2179 (2011), a 9-0 unanimous opinion, reversed the rulings of the district court and Fifth Circuit Court of Appeals denying the investors’ motion for class certification on loss causation grounds. The second, Halliburton Co. v. Erica P. John Fund, Inc., 134 S.Ct. 2389 (2014), preserved the fraud-on-the- market doctrine, and helped pave the way towards a $100 million recovery for the class.

Most recently, Mr. Lopatka successfully argued before the United States Court of Appeals for the Second Circuit to reverse an order from the Southern District of New York granting motion to dismiss in a securities class action against NewLink Genetics Corp. The 26-page ruling from the three-judge panel in Abramson v. NewLink Genetics Corp., 2020 U.S. App. LEXIS 21545 (2d Cir. July 13, 2020) revitalized investors’ claims against the bio-pharmaceutical company, and further developed the law of the Second Circuit with regard to loss causation and the actionability of opinion statements under the Supreme Court’s 2015 decision in Omnicare, Inc. v. Laborers Dist. Council Const. Industry Pension Fund, 575 U.S. 175 (2015).

Mr. Lopatka is actively involved in securities class actions across the United States in which KSF currently serves as Lead or Co-Lead Counsel. Representative matters include:

. Pearlstein v. BlackBerry Limited, et al., No. 13-cv-7060 (S.D.N.Y.)

. Nguyen v. NewLink Genetics Corp., No. 16-cv-3545 (S.D.N.Y.)

. Hogan v. Pilgrim’s Pride Corporation, et. al., No. 16-cv-2611 (D. Colo.)

. In re Chicago Bridge & Iron Company N.V. Sec. Litig., No. 17-cv-1580 (S.D.N.Y.)

. Kanefsky v. Honeywell, et al., No. 18-15536 (D. N.J.)

. Greco, et al. v. Qudian Inc., et al., No. 20-cv-577 (S.D.N.Y.)

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As an active member of the legal community, Mr. Lopatka also dedicates time to promote best practices in complex litigation. For example, Mr. Lopatka serves alongside attorneys representing both plaintiffs and defendants as a project member with the Electronic Discovery Reference Model (EDRM) to identify common problems and solutions (including potential amendments to the Federal Rules of Civil Procedure) related the process of recording documents withheld from production on a claim that they contain attorney-client communication or work product.

Mr. Lopatka received his J.D. from Tulane University Law School in 2010. During the summer of 2009, he studied international capital markets and securities law at Cambridge University and Queen Mary School of Law in London, England. He received his B.A. with honors in history from Loyola University New Orleans in 2004.

Mr. Lopatka is admitted to practice in Louisiana and Illinois.

Craig J. Geraci Craig J. Geraci, Jr. is a partner in KSF’s Louisiana office and focuses on federal securities litigation and other complex class action litigation. He is actively involved in cases pending before federal courts across the United States.

Mr. Geraci has litigated numerous securities matters and helped recover more than $100 million for shareholders allegedly defrauded by publicly traded companies and their officers. For example, Mr. Geraci was a member of the litigation team in Halliburton Co. v. Erica P. John Fund, Inc., 134 S.Ct. 2389 (2014), a landmark securities-fraud class action, where the U.S. Supreme Court ruled for KSF’s client on the most important issue in the case, and in Erica P. John Fund, Inc. v. Halliburton, 131 S.Ct. 2179 (2011), where the Court ruled unanimously for KSF’s client. The Halliburton case ultimately resulted in a settlement of $100 million.

Mr. Geraci received his J.D. from Tulane University Law School in 2009 and received a B.S. with a major in finance from the University of New Orleans in 2005.

Prior to joining KSF, Mr. Geraci focused his practice on complex commercial and corporate litigation, primarily for clients in the energy industry. In that role, he litigated numerous matters in state and federal courts across the country, including a case where he helped obtain a unanimous verdict in a three- week jury trial, awarding more than $4 million in contract damages and $2.7 million in fraud and punitive damages. He has also presented oral argument before the U.S. Court of Appeals for the Federal Circuit.

Mr. Geraci is admitted to practice in Louisiana, Mississippi, Alabama, and Texas, and he is a member of those states’ bar associations. Further, Mr. Geraci is admitted to practice before the United States Court of Appeals for the Second Circuit, Fifth Circuit, and Federal Circuit and the United States District

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Courts for the Eastern, Middle, and Western Districts of Louisiana, the Northern, Eastern, and Southern Districts of Texas, and the Northern and Southern Districts of Mississippi.

OF COUNSEL

Melissa Harris Melissa Harris, Of Counsel in KSF’s New Orleans office, practices securities and other complex commercial and class action litigation.

Prior to joining KSF, Ms. Harris worked at a large, well-respected regional law firm in New Orleans, where she handled defense of complex commercial litigation, government contracts matters, and government investigations in state and federal courts around the country, as well as before federal agencies, including the Consumer Financial Protection Bureau, Federal Trade Commission, and United States Department of Justice. Ms. Harris also represented financial institutions and other companies in lawsuits under the federal False Claims Act and related state and local false claims laws. Ms. Harris has extensive experience with ESI and e-discovery and has presented and published on this topic numerous times.

Before moving to New Orleans, Ms. Harris clerked in federal court for four years in Hattiesburg, Mississippi for the Honorable M. Keith Starrett and the Honorable Michael T. Parker. A native New Yorker, Ms. Harris began her career at a large, prestigious defense firm in New York City where she handled complex commercial litigation, including antitrust, securities, and white-collar criminal matters, and regulatory investigations.

Ms. Harris graduated from Fordham Law School magna cum laude, in the top 2% of her class. Ms. Harris was a member of the Fordham Law Review, was Order of the Coif, and received the Archibald R. Murray Public Service Award and the West Award for Outstanding Academic Achievement. Ms. Harris received her undergraduate degree from Vassar College cum laude, with a major in Classics and a minor in Religion.

Ms. Harris is admitted to practice in Louisiana and New York state courts, as well as in the United States District Courts for the Eastern, Middle, and Western Districts of Louisiana and the Southern and Eastern Districts of New York, and the United States Court of Federal Claims. She is a member of the Federal Bar Association, American Bar Association, Louisiana State Bar Association, and New Orleans Bar Association.

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Daniel Kuznicki Mr. Kuznicki earned his juris doctorate from New York University School of Law in 2008 and graduated summa cum laude in 2005 with a bachelor’s degree in Talmudic Law from Yeshiva Bnei Torah Institute.

His practice focuses on securities litigation, representing shareholders in class actions concerning allegations of securities fraud and breaches of fiduciary duties in connection with corporate governance and mergers and acquisitions.

Mr. Kuznicki was one of the lead attorneys representing the class in In re Cnova N.V. Securities Litigation, No. 16-cv-0444-LTS (S.D.N.Y.) – a case alleging, inter alia, violations of Section 11 that was successfully resolved for a cash settlement of $28.5 million – where Mr. Kuznicki was actively involved in each stage of the litigation and was instrumental in the development of the damages theory that substantially increased the class’ potential recoverable damages and ultimately resulted in class members recovering nearly 100% of their recognized losses.

Mr. Kuznicki was also one of the lead attorneys representing the class in Guevoura Fund Ltd. v. Sillerman, et al., No. 1:15-cv-07192-CM (S.D.N.Y.) – a case alleging, inter alia, violations of Section 10(b) based on defendants’ alleged manipulation of the market for SFX securities by making bad-faith bids to acquire the company, which is currently in mediation – by, among other things, persuading the court to apply a lower pleading standard to the manipulation claim.

Before turning his attention to class action litigation, Mr. Kuznicki’s practice focused on litigation and corporate matters involving trademarks, licensing, contracts, securities and real estate.

Mr. Kuznicki is admitted to practice law in the State of New York, and the United States District Court for the Southern District of New York, as well as the United States Court of Appeals for the Second Circuit.

C. Mark Whitehead III Mark Whitehead, Of Counsel in KSF’s New Orleans office, practices complex class action litigation.

Mr. Whitehead has been practicing in the field of mass torts and class actions since 2001. He has been involved in numerous environmental cases involving class claims for property damage and medical monitoring. Mark also represented the Boilermakers’ Union Local 1814 in New Orleans, LA. He served on the plaintiff’s committee for consolidated Vioxx mass tort litigation in New Jersey and has served on the science committee of the Plaintiff’s Steering Committee in the PPA multi-district litigation, as well as serving similar roles in the Bextra/Celebrex, Vioxx, PPA, Fen-Phen, and Avandia MDLs. Mark is currently serving as a member of the science, bellwether trial, and expert witness committees in the

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Xarelto MDL. Mark has authored and co-authored publications in fields as diverse as aviation, neurosurgery, vascular surgery, and cardiology and was the recipient of the American Venous Forum Research Award. He has also served as acting coroner for Vermilion Parish and was on the Eunice, Louisiana Regional Airport Commission.

Mr. Whitehead received his J.D. from Tulane University Law School in 2000 after receiving his M.D. from Tulane University School of Medicine in 1995 and a B.S. from the University of Georgia in 1991.

Mr. Whitehead is admitted to practice in Louisiana and Florida state courts, as well as in the United States District Courts for the Eastern District of Louisiana, Middle District of Louisiana, Western District of Louisiana, United States District Courts for the Northern and Southern Districts of Florida, and the Fifth Circuit Court of Appeals. He is a member of the American Association for Justice, Louisiana Association for Justice, Florida Justice Association, Louisiana Bar Association, Florida Bar Association, District of Columbia Bar Association, Louisiana State Medical Society, and the Vermilion Parish Medical Society (past treasurer and vice president).

Andrew J. Gibson Mr. Gibson is of counsel to KSF. Andrew focuses his practice on merger and acquisition litigation, shareholder derivative actions, and other complex class action litigation. Mr. Gibson is also responsible for the formation and management of the firm’s Business Loss Claim division, wherein he represents hundreds of businesses and non-profit organizations in claims under the Deepwater Horizon Economic and Property Damage Settlement. He also has broad experience representing clients in commercial and casualty litigation in Louisiana state and federal courts and has obtained a consistently successful record for his clients.

Mr. Gibson received his J.D. from Loyola University New Orleans College of Law in 2004. While in school, he served as a Teaching Assistant and Staff member for the Moot Court program, was twice elected to the Executive Board of the Student Bar Association, and clerked at a nationally recognized law firm. During the summer of 2003, he studied Latin American civil law systems and international arbitration at the University of Costa Rica School of Law in San Jose, Costa Rica. He earned a Bachelor of Science degree in Business with a concentration in Pre-Law from the E.J. Ourso College of Business at Louisiana State University in 1997 and went on to work as a manager in the marketing department of a regional telecommunications company.

Mr. Gibson is a proud veteran of the United States Marine Corps where he served in the infantry as a Non-Commissioned Officer.

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Mr. Gibson is very active in the local business community and has served on the Board of Directors and as Chairman of the Governmental Affairs Committee for the Saint Tammany West Chamber of Commerce, as a member of the St. Tammany Parish Home Rule Charter Committee (2014-15) and as a member of the St. Tammany Parish Inspector General Task Force (2013-2014).

ASSOCIATES

Alexander L. Burns Alexander L. Burns is an associate in KSF’s Louisiana office. Mr. Burns graduated with honors from the University of Southern Mississippi in 2000 with a B.S.B.A. in accounting. In 2001, he earned his Master of Professional Accountancy and has been a licensed CPA since 2003. From 2001 to 2004 Mr. Burns was employed by Ernst & Young, L.L.P., auditing the financial statements of both privately held and publicly traded entities spanning a variety of industries including casino gaming, health care, insurance, and energy. Following the Enron scandal of the early 2000s, and anticipating the need for attorneys with a strong understanding of accounting issues, Mr. Burns left E&Y to attend law school in 2004.

Mr. Burns received his J.D. and B.C.L. from Louisiana State University’s Paul M. Hebert Law Center in 2007. While at LSU, he was awarded the CALI Award for Academic Excellence in Contracts, served as Treasurer of the Trial Advocacy Board, and competed on various interschool mock trial teams. Mr. Burns has since practiced civil litigation, representing his clients’ interests in contentious matters in both state and federal courts.

Mr. Burns is a licensed Certified Public Accountant in Louisiana. As an attorney, he is admitted to practice in Louisiana, the related Federal District Courts, the United States District Court for the Eastern District of Michigan, and the United States Fifth Circuit Court of Appeals.

Morgan M. Embleton Morgan M. Embleton is an associate in KSF’s New Orleans office and focuses on federal securities class actions.

Ms. Embleton received her J.D. and Environmental Law Certificate from Tulane University Law School in 2014. During her time in law school, Ms. Embleton was a student attorney in the Tulane Environmental Law Clinic, a member of the Journal of Technology and Intellectual Property, and the Assistant Director of Research and Development for the Durationator. She received her B.A. in Sociology, cum laude, from the University of Colorado in Boulder, Colorado.

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Prior to joining KSF, Ms. Embleton focused her practice on False Claims Act litigation, whistleblower actions, pharmaceutical mass torts, products liability, maritime, and personal injury claims.

Ms. Embleton is admitted to practice in all Louisiana State Courts, the United States District Courts for the Eastern, Middle, and Western Districts of Louisiana, the Eastern District of Michigan, the United States Court of Federal Claims, and the United States Court of Appeals for the Fifth and Ninth Circuits. Ms. Embleton is also a member of the New Orleans Bar Association.

Alayne Gobeille Alayne Gobeille is an associate in the Louisiana office of Kahn Swick & Foti, LLC. Ms. Gobeille completed her undergraduate work at the University of California at Davis, earning a B.S. in Fermentation Science in 2000. She went on to earn a Masters Degree in Natural Resources from Cornell University in 2003. After graduate school, Ms. Gobeille worked as a public health researcher, specializing in environmental epidemiology and occupational health.

Ms. Gobeille made the decision to go to law school so that she could better serve the communities she worked with as a scientist. She received her J.D. cum laude from Tulane University Law School in 2011. While at Tulane, Ms. Gobeille was awarded the CALI Award for Academic Excellence in Toxic Torts, was an editor of the Tulane Journal of International and Comparative Law, and received a certificate in Environmental Law.

After law school, Ms. Gobeille worked for a boutique environmental non-profit advocacy organization in Washington D.C. She also served as a law clerk to the Honorable Lawrence J. O’Neill, Chief U.S. District Court Judge for the Eastern District of California, for more than two years. Ms. Gobeille has since returned to Louisiana, where her practice focuses on seeking justice for individuals and organizations who have been victims of securities fraud.

Ms. Gobeille is licensed in Louisiana and the related Federal District Courts, as well as the United States District Court for the Eastern District of Michigan.

Jyoti Kehl Jyoti Kehl is an associate in KSF’s Louisiana office and focuses on federal securities class action litigation.

Ms. Kehl received her J.D. from Tulane University School of Law in 2018, where she was a member of the International Criminal Court appellate moot court team and a Rule XX Student Attorney with the Tulane Criminal Justice Clinic. She received her B.A. in political science with an emphasis in international political economy from the University of California, Santa Barbara.

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 42 of 44

Kahn Swick & Foti, LLC

Ms. Kehl is admitted to practice in Louisiana.

Nicolas Kravitz Nicolas Kravitz is an associate in KSF’s New Orleans office and focuses primarily on shareholder derivative litigation.

Mr. Kravitz received his J.D., cum laude, from Georgetown University Law Center in 2014. During law school, Mr. Kravitz served as an editor for the American Criminal Law Review and worked as a legal extern for the United States Department of Justice. He received his B.S. in Finance from Tulane University.

Prior to joining KSF, Mr. Kravitz practiced corporate and commercial litigation in Wilmington, Delaware, focusing on complex matters in the Delaware Court of Chancery.

Mr. Kravitz is admitted to practice in Louisiana, Delaware, and the United States District Court for the District of Delaware.

Marie Luis Marie Luis is an associate in KSF’s Louisiana office and focuses on federal securities class action litigation.

Ms. Luis received her J.D., cum laude, from Loyola University New Orleans College of Law in 2018. She received her B.A. from the University of Michigan – Ann Arbor in 2011.

During her time in law school, Ms. Luis served as a member on the Loyola Maritime Law Journal, where her article “Hard to Sea: Puerto Rico’s Future Under the Jones Act” was selected for publication in the Winter 2018 volume. The comment was the recipient of the Kean Miller Award and the Professor Crais Award for most outstanding comment. Ms. Luis also received the Law Excellence Award in her Government Procurement Law Seminar.

Prior to joining KSF, Ms. Luis served as judicial law clerk to the Honorable Lee J. Romero, J., Administrative Law Judge, where she gained valuable experience in research and writing. Prior to law school Ms. Luis worked on presidential and gubernatorial campaigns, the U.S. House of Representatives, and a bipartisan PAC that advocates for Puerto Rico’s statehood.

Ms. Luis is admitted to practice in Louisiana.

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 43 of 44

Kahn Swick & Foti, LLC

Brian C. Mears Brian C. Mears is an Associate Attorney in KSF’s New Orleans office and focuses on securities litigation involving mergers and acquisitions.

Mr. Mears received his J.D. from Tulane University Law School in 2014. During his time in law school, Mr. Mears was a member of the Sports Lawyers Journal, and he interned with the general counsel’s office at Octagon, Inc., one of the world’s largest sports agencies, and with the San Antonio Spurs. Following law school, Mr. Mears clerked for the Honorable Christopher Bruno at the Civil District Court for the Parish of Orleans. Prior to joining KSF, Mr. Mears worked at a boutique civil litigation firm in New Orleans where his practice focused on employment and maritime personal injury matters in federal and state courts.

Prior to attending law school, Mr. Mears received a Master of Business Administration from Tulane University while working as a member of the women’s basketball coaching staff at Tulane.

Mr. Mears is admitted to practice in all Louisiana state courts and the United States District Court for the Eastern District of Louisiana. Mr. Mears is a member of the Federal Bar Association, the American Bar Association, the American Association for Justice, the New Orleans Bar Association, and the Academy of New Orleans Trial Lawyers.

Eda Ayrim Walker Eda Ayrim Walker is an associate in KSF’s New Orleans office and focuses on shareholder derivative litigation and federal securities class actions.

Ms. Ayrim Walker received her LL.B. from the Istanbul Bilgi University, Faculty of Law in 2012. After graduating from law school, Ms. Ayrim Walker worked as an in-house attorney and as outside general counsel to both domestic and multinational companies in Istanbul, Turkey, where she gained valuable experience in corporate governance and mergers and acquisitions litigation.

In 2016, Ms. Ayrim Walker earned a General LL.M. degree with a concentration in business law from Tulane Law School. After receiving her LL.M., Ms. Ayrim Walker served as a Judicial Intern to the Honorable Judge June Berry Darensburg, a Judicial District Court Judge for the Twenty Fourth Judicial District Court in the Jefferson Parish, Louisiana.

Ms. Ayrim Walker is admitted to practice in New York, Louisiana, and Istanbul. Ms. Ayrim Walker also has been accredited by the International Association of Privacy Professionals as a Certified Information Privacy Professional in the laws of the United States (CIPP/US).

Case 4:18-cv-00920-CW Document 61-7 Filed 05/11/21 Page 44 of 44

Kahn Swick & Foti, LLC

Matthew P. Woodard Matthew Woodard, an associate in KSF's Louisiana office, focuses on federal securities class action litigation. He is involved in cases pending before federal courts across the United States.

Mr. Woodard received his J.D. from Tulane University School of Law in 2012, where he served as the Senior Managing Editor for the Tulane Journal of Law & Sexuality: Volume 21. He received his B.A. in English, cum laude with honors, from The University of the South: Sewanee in 2009.

Mr. Woodard is admitted to practice in Louisiana and is a member of the Louisiana State Bar Association.

Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 1 of 10

Exhibit G Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 2 of 10

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION

Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv-01284 DERIVATIVE LITIGATION CW)

This Document Relates To:

ALL CASES.

DECLARATION OF DAVID M. PROMISLOFF FILED ON BEHALF OF PROMISLOFF LAW, P.C. IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 3 of 10

I, David M. Promisloff, declare as follows: 1. I am a partner at the firm of Promisloff Law, P.C., f/k/a Promisloff &

Ciarlanto, P.C., f/k/a Profy Promisloff & Ciarlanto, P.C. (“Promisloff Law” or the

“Firm”). Promisloff Law is counsel of record for Settling Shareholder Jason Booth.1

I am admitted to practice before the courts of the Commonwealth of Pennsylvania.

I submit this declaration in support of Plaintiffs’ Unopposed Motion for Final

Approval of Derivative Settlement. I led our firm’s litigation efforts and supervised

the work of the attorneys who contributed to this matter. I have personal knowledge

of the following facts, and, if called upon, I could and would competently testify thereto.

2. My firm seeks attorneys’ fees and reimbursement of expenses for the work performed as counsel in connection with the Booth Demands, as well as for

the services provided to our client. My firm undertook this representation on a

wholly contingent basis, with the understanding that we would receive no

compensation, and our expenses would not be reimbursed, unless our efforts resulted

in the recovery of a substantial benefit for GoPro, Inc.

3. The information in this declaration regarding the Firm’s time is taken

from time documentation prepared and/or maintained by the Firm in the ordinary

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

- 1 - Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 4 of 10

course of business. I am the partner who oversaw and/or conducted the day-to-day activities in the action. I can aver that the hours reported and the work they reflect were reasonably necessary to the successful commencement, prosecution, and settlement of the Derivative Matters. Promisloff Law’s lodestar is based on hourly rates ranging from $600 to $700 for partners. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of comparable skill and experience, and they have been approved by federal and state courts throughout the nation, including this Court. See Exhibit A attached hereto (firm résumé).

4. From the inception of the Booth Demands through execution of the

Stipulation of Settlement on February 4, 2021, Promisloff Law devoted 224.2 hours

to the litigation, representing total lodestar, based on the Firm’s current rates, of

$146,140. The chart below summarizes the hours, hourly rates, and lodestar of each

Promisloff Law professional who worked on this matter:

NAME POSITION2 HOURS RATE TOTAL David M. P 116.2 $700 $81,340 Promisloff Jeffrey J. Ciarlanto* P 84.6 $600 $50,760 Joseph M. Profy* P 23.4 $600 $14,040 TOTAL TOTAL HOURS 224.2 LODESTAR $146,140

* Reflects position at time work was performed as such individual no longer works for Promisloff Law

2 (P) Partner

- 2 - Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 5 of 10

5. Promisloff Law incurred a total of $15.22 in unreimbursed expenses in connection with the prosecution of the Booth Demands, as summarized in the chart below:

CATEGORY TOTAL Postage $15.22 TOTAL EXPENSES $15.22

7. As set forth in Promisloff Law’s firm résumé, a true and correct copy of which is attached hereto as Exhibit A, the attorneys primarily responsible for leading the Booth Demands are experienced and skilled advocates.

8. Here, Jason Booth maintained his holdings of GoPro stock throughout the litigation, pursued litigation demands pursuant to Del. Ch. Ct. R. 23.1, monitored counsel’s activity through the life of the litigation, and was always available for updates on the litigation, including the status of settlement negotiations. Given his participation and the favorable benefit achieved in the Settlement, I believe that

- 3 - Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 6 of 10

Incentive Awards of $1,000.00 to each Settling Shareholder, to be deducted from

Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 4th day of May, 2021 at Philadelphia, Pennsylvania.

David M. Promisloff

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Exhibit A Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 8 of 10

PROMISLOFF LAW, P.C. ATTORNEYS AT LAW 5 Great Valley Parkway, Suite 210 MALVERN, PENNSYLVANIA 19355 _____

TEL 215-259-5156 FAX 215-600-2642 www.prolawpa.com

PROMISLOFF LAW, P.C. is a national law firm located near Philadelphia, Pennsylvania that specializes in protecting the rights of shareholders and consumers.

SHAREHOLDER RIGHTS AND DERIVATIVE ACTIONS Promisloff Law, P.C. litigates shareholder derivative actions to address those situations where a corporation was harmed or is being harmed by the actions of its officers, directors and others. A shareholder derivative action is a unique type of action that is brought by a current shareholder on behalf of the corporation to address harm to the corporation itself and is a representative action where the relief obtained flows to the corporation as opposed to the shareholder. The underlying conduct that can harm a corporation and thus give rise to a shareholder derivative action is diverse and includes false or misleading financial statements, self-dealing by corporate insiders, conflicts of interest, insider trading, accounting improprieties, improprieties related to executive compensation and fraud or other unlawful conduct. Shareholder derivative actions are an effective way to ensure that corporate mismanagement is rectified, and the corporation is appropriately compensated for the harm caused by the actions of its officers and directors.

Promisloff Law, P.C. also litigates books and records actions. The right of a shareholder to examine the books and records of a corporation is a powerful tool in investigating and exposing possible corporate mismanagement or wrongdoing. In the appropriate circumstances, books and records actions can result in the production of non-public documents that can be useful in evaluating a potential derivative action and determining the strength of a claim for corporate mismanagement or wrongdoing.

SECURITIES LITIGATION The attorneys at Promisloff Law, P.C. have taken part in the litigation of securities class action lawsuits. Securities class actions involve suits against companies whose shareholders have suffered losses as the result of violations of the federal securities laws. The attorneys at Promisloff Law, P.C. have helped recover millions of dollars for investors who purchased securities at artificially inflated prices due to false and/or misleading statements by the company and its officers.

CONSUMER CLASS ACTION Promisloff Law, P.C. litigates consumer class action cases where individuals have been harmed due to the unfair or illicit business practices of a company. Promisloff Law, P.C. strives to protect consumers from these tactics and provide them with a way to obtain relief for the harm suffered.

Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 9 of 10

NOTABLE CASES Promisloff Law, P.C. has taken part in the litigation of numerous shareholder rights actions, including the following notable examples:

➢ In Re Resource Capital Corp. Shareholder Derivative Litigation Demand Refused Actions, 17 Civ. 1381 (LLS) (S.D.N.Y.): As Lead Counsel, obtained significant benefit for the company in the form of corporate governance enhancements, including the adoption of an Investment Committee Charter and enhanced disclosures regarding the calculation of base management fees and incentive compensation.

➢ Ampio Shareholder Derivative Litigation (C.D.C.A. 2015): Obtained significant benefit for the company in the form of corporate governance enhancements, including the creation of a Disclosure Committee, which is designed to assist and report to the company’s chief executive officer and chief financial officer in establishing, implementing, maintaining and evaluating controls or other procedures that are designed to ensure that the company disseminates accurate and truthful statements in its public disclosures.

➢ Myers v. Hamburger et al., C.A. No. 1:17-cv-00341 (D. Del. 2017) (DeVry Education Group/Adtalem Global Education derivative action): Obtained targeted corporate governance enhancements including the creation of a board committee related to advertising, the proliferation of information for the purpose of reporting violations of the company’s code of conduct, and limitations on directors’ service on the boards of unaffiliate public companies.

➢ Booth v. Reichental, et al., Case No. 1:15-cv-00692 (D. Del. 2015) (3D Systems Corporation derivative action): Obtained significant corporate governance enhancements for the company, including (i) enhanced Board independence requirements, enhancements to Board- and management-level oversight of corporate strategy and risk, internal controls, and disclosures, (ii) substantive enhancements to the Company’s Insider Trading Policy to help prevent and deter the improper use of corporate information and illegal insider trading, (iii) Compensation Committee reforms designed to ensure that compensation is awarded for “performance,” particularly as it relates to compliance issues, and (iv) amendments to the Company’s “Incentive Compensation Clawback Policy” to ensure an adequate process for the Board to investigate potential misconduct in connection with any financial restatement, the ability of the Board to recoup unjust compensation as appropriate, and transparency to the Company’s shareholders as to any decisions made by the Company to recoup compensation.

Case 4:18-cv-00920-CW Document 61-8 Filed 05/11/21 Page 10 of 10

ATTORNEYS

David M. Promisloff

David Promisloff is a shareholder and founding member of Promisloff Law, P.C. His current areas of practice include Shareholder Derivative Litigation, Securities Litigation, and Consumer Litigation. Prior to forming Promisloff Law, P.C., Mr. Promisloff was associated with two prominent law firms where he focused his practice on shareholder derivative litigation and shareholder class actions. During this time, Mr. Promisloff was extensively involved in identifying and assessing potential derivative litigation and class action matters. In each year from 2015 through 2019, Mr. Promisloff was named a Super Lawyers Rising Star, an honor bestowed on no more than 2.5% of lawyers in Pennsylvania.

Mr. Promisloff received his law degree from the University of Michigan in 2005. While in law school, he served as an associate editor of the Michigan Telecommunications and Technology Law Review. Mr. Promisloff received his undergraduate degree from Emory University in 2002, double majoring in political science and history. As part of his undergraduate studies, Mr. Promisloff attended the University of New South Wales in Sydney, Australia.

Mr. Promisloff is licensed to practice in the Commonwealth of Pennsylvania and is admitted to practice in the United States District Court for the Eastern District of Pennsylvania and the United States Court of Appeals for the Second Circuit.

Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 1 of 24

Exhibit H Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 2 of 24

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION

Lead Case No. 4:18-cv-00920-CW IN RE GOPRO STOCKHOLDER (Consolidated with Case No. 4:18-cv-01284 DERIVATIVE LITIGATION CW)

This Document Relates To:

ALL CASES.

DECLARATION OF SETH D. RIGRODSKY, ESQUIRE FILED ON BEHALF OF RIGRODSKY LAW, P.A. IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 3 of 24

I, Seth D. Rigrodsky, declare as follows: 1. I am the founding partner of the firm of Rigrodsky Law, P.A. (“RL”).

RL, as the successor-in-interest to Rigrodsky & Long, P.A., is counsel of record for plaintiffs Chaile Steinberg, Steve Noury, Barbara Silberfeld, and Richard Silberfeld in In re GoPro, Inc. Stockholder Derivative Litigation, Consolidated C.A. No. 2018-

0784-JRS (Del. Ch.) (the “Consolidated Delaware Action”).1 I am admitted to practice before the courts of the States of Delaware and New York. I submit this

Declaration in support of Plaintiffs’ Unopposed Motion for Final Approval of

Derivative Settlement. I led our firm’s litigation efforts and supervised the work of the attorneys and professional staff who contributed to this matter. I have personal knowledge of the following facts, and, if called upon, I could and would competently testify thereto.

2. My firm seeks attorneys’ fees and reimbursement of expenses for the work performed as Counsel in connection with the Consolidated Delaware Action, as well as for the services provided to our client. My firm undertook this representation on a wholly contingent basis, with the understanding that we would receive no compensation, and our expenses would not be reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

- 1 - Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 4 of 24

3. RL’s time report reflects time recorded contemporaneously and then compiled in the firm’s electronic time-keeping system. I supervised and worked directly with the attorneys and other professional staff who billed time to this matter.

Having carefully reviewed their time records, I can aver that the hours reported and the work they reflect were reasonably necessary to the successful commencement, prosecution, and settlement of the Derivative Matters. RL’s lodestar is based on hourly rates ranging from $750.00 to $1,000.00 for partners and $200.00 to $900.00 for of counsel attorneys, associates, and professional staff. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of comparable skill and experience, and they have been approved by federal and state courts throughout the nation, including this Court. See Exhibit A attached hereto

(firm résumé).

4. From the inception of the Consolidated Delaware Action through execution of the Stipulation of Settlement on February 4, 2021, RL devoted 422.5 hours to the litigation, representing total lodestar of $364,312.50. The chart below summarizes the hours, hourly rates, and lodestar of each RL professional who worked on this matter:

- 2 - Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 5 of 24

NAME POSITION2 HOURS RATE TOTAL Seth D. Rigrodsky SH 21.25 $1,000.00 $21,250.00 Marc A. Rigrodsky OC 325.75 $900.00 $293,175.00 Gina M. Serra P 63.25 $750.00 $47,437.50 Leah Wihtelin PL 12.25 $200.00 $2,450.00 TOTAL TOTAL HOURS 422.5 LODESTAR $364,312.50

5. RL incurred a total of $7,695.90 in unreimbursed expenses in connection with the prosecution of the Consolidated Delaware Action, as summarized in the chart below:

CATEGORY TOTAL Filing Fees and Service/Courier Fees $6,118.05 Travel Costs to Attend Mediation $1,577.85 TOTAL EXPENSES $7,695.90

7. As set forth in RL’s firm résumé, a true and correct copy of which is attached hereto as Exhibit A, the attorneys primarily responsible for leading the

Consolidated Delaware Action are experienced and skilled advocates.

2 (SH) Shareholder; (P) Partner; (OC) Of Counsel; (PL) paralegal.

- 3 - Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 6 of 24

8. Here, Chaile Steinberg, Steve Noury, Barbara Silberfeld, and Richard

Silberfeld maintained their holdings of GoPro stock throughout the litigation, monitored the firm’s activity through the life of the litigation, and was always available for updates on the litigation, including the status of settlement negotiations.

Given their participation and the favorable benefit achieved in the Settlement, I believe that Incentive Awards of $1,000.00 to each Settling Shareholder, to be deducted from Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 4th day of May, 2021, at Palm Springs, CA.

SETH D. RIGRODSKY

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EXHIBIT A Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 8 of 24

0 Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 9 of 24

ABOUT THE FIRM

Rigrodsky Law, P.A. (the “Firm”) is a law firm with a national practice serving its clients from offices located in Delaware and New York. The Firm concentrates its practice on representing institutional and individual investors in securities fraud, corporate, and consumer class action lawsuits filed throughout the United States.

The Firm’s attorneys have decades of litigation experience and have achieved precedent-setting victories for victims of corporate wrongdoing. The Firm has recovered hundreds of millions of dollars on behalf of investors and achieved substantial corporate governance reforms in numerous securities fraud, corporate class action, and shareholder derivative lawsuits filed throughout the nation. SELECT FIRM ACCOMPLISHMENTS

Mason-Mahon, et al. v. Flint, et al., Index No. 602052/2014 (New York Sup. Ct.) The Firm served as co-lead counsel in a derivative action against past and present members of the board of directors (“Board”) of HSBC Holdings PLC, a banking corporation organized under the laws of the United Kingdom, and its various U.S. subsidiaries (“HSBC”). Plaintiffs alleged that the Board caused, and/or recklessly permitted, HSBC to violate the anti-money laundering (“AML”) and sanctions laws of the United States, as well as the banking laws of the State of New York, for more than a decade, by unlawfully processing billions in U.S. dollar transactions for narcotics traffickers and state sponsors of terrorism. As a result, in 2012, HSBC entered into a deferred prosecution agreement with the Department of Justice and the New York County District Attorneys’ Office, as well as settlements with various federal and state regulators, paying $1.92 billion in fines, forfeitures, and penalties. In addition, HSBC was required to undertake years- long AML and sanctions compliance remediation efforts. Following dismissal of the action for failure to comply with the requirements of U.K. law, Plaintiffs achieved reversal of that dismissal on appeal. Mason-Mahon v. Flint, 166 A.D.3d 754 (2d Dept. 2018). Following the denial of defendants’ appellate motion for reargument, or certification to the New York Court of Appeals, and additional motion practice before the trial court, plaintiffs achieved a $72.5 million cash settlement on behalf of nominal defendant HSBC. In addition, HSBC agreed to certain corporate governance enhancements to bolster its AML and sanctions compliance policies and procedures. The $72.5 million cash component of the settlement is believed to be the first derivative cash settlement against a foreign corporation, as well as the sixteenth largest derivative cash settlement, in the United States.

In re CNX Gas Corporation Shareholders Litigation, Consol. C.A. No. 5377-VCL (Del. Ch.) The Firm served as sole lead counsel in a class action before the Delaware Court of Chancery brought on behalf of the shareholders of CNX Gas Corporation (“CNX”) who alleged that they suffered financial injury in connection with the going-private acquisition of CNX by its controlling

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parent company owner, CONSOL Energy, Inc. After expedited proceedings, on May 26, 2010, the Court ruled that plaintiffs had made a sufficient showing that the action should move forward to trial. In so doing, the Court issued an important opinion clarifying and defining the rights of shareholders in the context of a going-private tender offer by a controlling shareholder. In re CNX Gas Corp. S’holders Litig., 4 A.3d 397 (Del. Ch. 2010). The Court of Chancery subsequently approved a settlement of the action where defendants and their insurers agreed to pay $42.73 million to stockholders. The parties reached settlement just days before the commencement of trial, after submission of pretrial briefing and extensive fact and expert discovery. The settlement, which was approved on August 23, 2013, was the largest settlement of a case challenging a merger in the Court of Chancery in 2013.

In re Schuff International Inc. Stockholders Litigation, Consol. C.A. No. 10323-VCZ (Del. Ch.) The Firm served as co-lead counsel in a class action before the Delaware Court of Chancery brought on behalf of the shareholders of Schuff International Inc. (“Schuff” or the “Company”). After more than five years of litigation, plaintiff achieved a settlement that more than doubled the price – from $31.50 to $67.45 per share – that Schuff’s shareholders received in the October 2014 cash tender offer from the Company’s majority stockholder, HC2 Holdings, Inc. The $35.95 per share price increase for the stockholders who tendered their shares – totaling nearly $20.5 million – was a premium of more than 114% over the October 2014 tender offer price, which represented the best recovery in Delaware shareholder class action history. The settlement also provided an additional cash payment to the Company’s remaining minority stockholders of $1,016,060, or $3.51 per share.

In re Metrologic Instruments, Inc. Shareholders Litigation, Docket No. L-6430-06 (N.J. Super. Ct.) The Firm served as sole lead counsel on behalf of Metrologic, Inc. (“Metrologic” or the “Company”) shareholders. This class action arose from a transaction to cash out the Company’s minority shareholders in a merger for alleged inadequate consideration, negotiated through coercive means. Plaintiffs alleged that the board of directors unanimously approved Metrologic’s acquisition by entities owned and affiliated with Francisco Partners II, L.P., C. Harry Knowles (the Company’s founder and Chairman of the Board), and Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”). C. Harry Knowles and Elliott (the “Knowles Group”) were together controlling shareholders of Metrologic. The Knowles Group entered into voting agreements to vote their 49% in favor of the deal in addition to an undisclosed group of the Company’s directors and executive officers that agreed to vote their 1.1% in favor of the deal. Therefore, 50.1% of the shares were contractually committed to voting in favor of the transaction. Furthermore, the proxy allegedly failed to disclose that even though the Knowles Group was receiving the same consideration for their shares being cashed out, they were also receiving additional consideration for the shares that they rolled over for equity in the surviving entity. On April 17, 2009, the Court denied defendants’ motion to dismiss the case. In re Metrologic Instruments, Inc. S’holders Litig., Docket No. L-6430-06 (N.J. Super. Ct. Apr. 17, 2009) (Order). In 2013, plaintiffs and defendant Metrologic, in addition to the individual members of Metrologic’s board of directors, reached a partial settlement in exchange for a payment of $11.95 million, which was approved by the Court on December 16, 2013. That partial settlement excluded

2 Case 4:18-cv-00920-CW Document 61-9 Filed 05/11/21 Page 11 of 24

the parties alleged to be Metrologic’s controlling stockholders. Plaintiffs continued to press claims against those remaining entities, ultimately resulting in an additional settlement providing for the creation of a $9.75 million fund to be distributed to the class. The Court approved the second settlement on April 6, 2018.

In re Cornerstone Therapeutics, Inc. Stockholder Litigation, Consol. C.A. No. 8922-VCG (Del. Ch.) The Firm served as co-lead counsel in this class action before the Delaware Court of Chancery brought on behalf of the shareholders of Cornerstone Therapeutics, Inc. (“Cornerstone”). Plaintiffs alleged that the proposed acquisition of Cornerstone by its majority stockholder, Chiesi Farmaceutici S.p.A., was accomplished pursuant to an unfair process and at an unfair price. After three years of litigation, including an appeal to the Supreme Court of Delaware, and following mediation, the parties reached an agreement to settle the action, pursuant to which defendants agreed to pay $17,881,555 to the settlement class. The Delaware Court of Chancery approved the settlement on January 26, 2017.

In re Prospect Medical Holdings, Inc. Shareholders Litigation, Consol. C.A. No. 5760-VCN (Del. Ch.) The Firm served as co-lead counsel in this class action before the Delaware Court of Chancery brought on behalf of the shareholders of Prospect Medical Holdings, Inc. (“Prospect”). Plaintiffs alleged that the proposed acquisition of Prospect by entities sponsored by Leonard Green & Partners, L.P. was the result of an unfair process and would provide Prospect’s shareholders with inadequate consideration. Following discovery and mediation, the parties reached an agreement to settle the action, pursuant to which defendants agreed to provide $6.5 million to the settlement class. The Delaware Court of Chancery approved the settlement on January 21, 2016.

In re HSBC Bank, USA, N.A., Debit Card Overdraft Fee Litigation, Case No. 2:13-md-02451-ADS-AKT (E.D.N.Y.) The Firm was appointed Co-Interim Class Counsel in this multidistrict litigation pending in the United States District Court for the Eastern District of New York. This action was brought on behalf of a national class of checking account customers of HSBC Bank USA, N.A. (“HSBC”) who were improperly charged overdraft fees on debit card transactions as a result of HSBC’s deceptive overdraft fee practices. On March 5, 2014, the District Court granted, in part, and denied, in part, defendants’ motion to dismiss plaintiffs’ complaint. On April 21, 2014, the District Court granted plaintiffs’ motion for reconsideration of the dismissal of certain claims and reinstated those claims. Following the completion of discovery and mediation, on February 10, 2016, the parties reached an agreement to settle the claims through a parallel state action, creating a $32 million cash settlement fund for the benefit of the class. The settlement was approved by the Court on October 18, 2016.

In re Nevsun Resources Ltd., Case No. 1:12-cv-01845-PGG (S.D.N.Y.) The Firm was appointed co-lead counsel in this federal securities fraud class action brought on behalf of the shareholders of Nevsun Resources Ltd. (the “Company”) against the Company and

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certain of its officers. Plaintiffs alleged that, during the class period, defendants made materially false and misleading statements by overstating the gold reserves at the Company’s Bisha Mine in Eritrea, Africa. On September 27, 2013, the District Court denied, in substantial part, defendants’ motion to dismiss the complaint. Following mediation, on May 1, 2014, the parties entered into a stipulation and agreement of settlement, pursuant to which defendants agreed to create a $5,995,000 cash settlement fund for the benefit of the class. The Court approved the settlement on February 13, 2015.

In re Mediacom Communications Corporation Shareholders Litigation, Consol. C.A. No. 5537-VCS (Del. Ch.) The Firm was one of the lead counsel and one of the primary negotiators of a settlement that resulted in an additional $10 million paid to stockholders. Plaintiffs’ counsel eschewed multiple invitations to negotiate simultaneously with the special committee of Mediacom Communications Corporation’s (“Mediacom”) board of directors, and instead favored the approach of focusing their litigation efforts on increasing the consideration to stockholders only after the merger agreement had been negotiated and approved by the Mediacom board, as recommended by its special committee.

In re Fuqi International, Inc. Securities Litigation, Case No. 1:10-cv-02515-DAB (S.D.N.Y.) The Firm was one of plaintiffs’ counsel in this federal securities class action brought on behalf of the shareholders of Fuqi International, Inc. (the “Company”) who purchased Company shares between May 15, 2009 and March 25, 2011, inclusive, and on behalf of a subclass of all those who purchased or otherwise acquired Company common stock pursuant, or traceable, to the secondary offering on or about July 22, 2009. Plaintiffs alleged that, during the class period and in the offering materials, defendants made materially false and misleading statements concerning the adequacy of its internal financial controls, as well as its financial results. On February 18, 2016, the Court approved the settlement of claims against the Company and the individual defendants. The settlement provided for the creation of a $7.5 million cash settlement fund for the benefit of the class. On January 8, 2018, the Court approved a $1.1 million cash settlement in the related action, Puerto Rico Government Judiciary Employees Retirement System, v. Marcum, LLP, Case No. 1:15-cv-01938-DAB (S.D.N.Y.), for claims against the Company’s class period independent auditor.

Dannis v. Nichols, Case No. 13-CI-00452 (Ky. Cir. Ct.) The Firm was one of the lead counsel that litigated and negotiated the settlement in this class action. Plaintiffs challenged the fairness of a proposed going-private squeeze-out merger by NTS Realty Holdings Limited Partnership’s (“NTS”) controlling unitholder and Chairman of the Board. The action settled for additional consideration of $7,401,487, or more than $1.75 per unit of NTS. The settlement was approved by the Court on April 24, 2014.

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Minerva Group LP v. Keane, Index No. 800621/2013 (N.Y. Sup. Ct.) The Firm served as co-lead counsel in a class action brought on behalf of the public stockholders of Mod-Pac Corp. (“Mod-Pac” or the “Company”) against members of Mod-Pac’s board of directors, including the Company’s controlling stockholders, for alleged breaches of fiduciary duties in connection with the controlling stockholders’ offer to acquire all of the outstanding shares of Mod-Pac that they did not already own through an unfair process and for an unfair price. The parties reached an agreement to settle the action, which the Court approved on December 13, 2013, pursuant to which defendants agreed to pay Mod-Pac’s stockholders an additional $2.4 million, which was an increase from $8.40 per share to $9.25 per share.

Yang v. Focus Media Holding Limited, Case No. 1:11-cv-09051-CM (S.D.N.Y.) The Firm served as lead counsel in Focus Media, in which plaintiff alleged violations of the Securities Exchange Act of 1934. On May 13, 2014, the parties entered into a stipulation and agreement of settlement, pursuant to which defendants agreed to pay $3,700,000 to the class to resolve the action. The Court approved the settlement on September 4, 2014.

Forgo v. Health Grades, Inc., C.A. No. 5716-VCS (Del. Ch.) The Firm was among the lead counsel in Health Grades, where, after an injunction hearing, the parties settled for extensive modification to the terms of the challenged transaction. These modifications included: a “Fort Howard” press release; a twenty-day extension of the challenged tender offer; the agreement of certain officers who had entered into tender and support agreements to similarly support a better deal; a twenty-two percent reduction in the termination fee; a forty percent reduction in the buyer’s matching rights; the creation of an independent committee to negotiate with bidders and approve offers free from the influence of the allegedly self-interested chief executive; and the imposition of a requirement that a majority of the disinterested stockholders tender for the transaction to be consummated.

In re Lear Corp. Shareholders Litigation, Consol. C.A. No. 2728-VCS (Del. Ch.) The Firm served as Co-Chair of Plaintiffs’ Executive Committee in this class action brought on behalf of the public shareholders of Lear Corporation (“Lear” or the “Company”) in connection with its sale to American Real Estate Partners, L.P. (“AREP”). The Firm represented Classic Fund Management AG (Lear’s sixth largest holder) who, along with other significant shareholders, had expressed its concern regarding the price AREP offered to acquire Lear. Despite the opposition voiced by its major institutional shareholders, Lear entered into a merger agreement with AREP following a sales process that was tilted in favor of AREP. Among other things, Lear could not terminate the merger agreement without first providing the other bidder’s terms to AREP and AREP had the right to top any other offer. As a result, plaintiffs alleged that no rival bidder was likely to emerge. Moreover, plaintiffs believed that the Company’s intrinsic value was more than the $36 per share offered by AREP. The Firm obtained a preliminary injunction, which prohibited a stockholder vote on the merger until Lear made additional disclosures. In re Lear Corp.

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S’holders Litig., 926 A.2d 94 (Del. Ch. 2008). As a result of the Firm’s efforts, Lear made substantial and remedial disclosures in its June 18, 2007 proxy supplement, which allowed stockholders to consequentially reject the merger in July 2007. In March 2008, after the shareholders rejected the proposed merger, the Court dismissed the class action as moot.

In re The Topps Company, Inc. Shareholders Litigation, Consol. C.A. No. 2786-VCS (Del. Ch.) The Firm served as Co-Lead Counsel for Plaintiffs in this class action brought on behalf of the public shareholders of The Topps Company, Inc. (“Topps” or the “Company”) in connection with its sale to Madison Dearborn Partners and Michael Eisner’s The Tornante Company, LLC (collectively, “Tornante”). Plaintiffs alleged that the transaction lacked many of the hallmarks of financial fairness and that the price was unfair and achieved through a process designed to benefit Tornante, to the detriment of Topps’ public shareholders. The Firm moved the Court to issue a preliminary injunction to stop the deal. In June 2007, the Court issued a landmark decision granting plaintiffs’ injunction motion. In re The Topps Co., Inc. S’holders Litig., 926 A.2d 58 (Del. Ch. 2007). The Court enjoined the merger vote until after Topps granted the competing bidder The Upper Deck Company (“Upper Deck”) a waiver of the standstill agreement to make a tender offer, and allowed Upper Deck to communicate with Topps’ stockholders about its bid and its version of events.

Manville Personal Injury Trust v. Blankenship, Case No. 07-C-1333 (W. Va. Cir.) The Firm served as counsel for plaintiff in this shareholder derivative action brought on behalf of Massey Energy Company (“Massey” or the “Company”) against its board of directors and certain of its officers for breach of fiduciary duties arising out of the defendants’ alleged conscious failures to cause Massey to comply with applicable environmental and worker-safety laws and regulations. Plaintiff argued that defendants caused severe injury to the Company by consciously ignoring Massey’s legal obligations to comply with federal and state law, thereby exposing the Company to a substantial threat of monetary liability for violations. This litigation, filed in the Circuit Court of Kanawha County, West Virginia, caused Massey to implement significant corporate reforms, including improvements to its corporate policies. The parties reached a settlement that, among other things, required Massey to: (i) implement limitations on the length of service of and enhanced membership and meeting attendance requirements for members of the Safety, Environmental and Public Policy Committee (“SEPPC”) of the board of directors; (ii) grant the SEPPC authority to retain independent, outside consultants to assist it with its duties; (iii) require that the SEPPC recommend enhancements to the Company’s safety and environmental procedures and reporting, including shareholder reporting; (iv) establish certain safety and environmental compliance oversight positions; and (v) implement enhanced employee reporting mechanisms for safety and environmental issues. In June 2008, the Circuit Court approved the settlement. Manville Personal Injury Trust v. Blankenship, Case No. 07-C-1333 (W. Va. Cir. June 30, 2008) (Order).

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In re Chiquita Brands International, Inc., Alien Tort Statute and Shareholder Derivative Litigation, Case No. 08-01916-MD (S.D. Fla.) The Firm acted as counsel for plaintiff City of Philadelphia Public Employees’ Retirement System in a shareholder derivative and class action brought on behalf of the public shareholders of Chiquita Brands International, Inc. (“Chiquita” or the “Company”). Plaintiffs alleged that the Company repeatedly and systematically violated federal law prohibiting transactions with recognized global terrorist organizations. Plaintiffs alleged that these breaches of fiduciary duty, along with the resultant violations of federal law, had substantially injured the Company in that, among other things, the Company consented to a criminal guilty plea. After years of litigation, on October 15, 2010, the District Court entered an Order approving a settlement of the litigation. In re Chiquita Brands Int’l, Inc., Alien Tort Statute & S’holder Derivative Litig., Case No. 08-01916- MD (S.D. Fla. Oct. 15, 2010) (Order). Among other things, the settlement provided substantial and important corporate governance reforms relating to the Chiquita board’s oversight and management of the Company’s compliance with federal law involving Chiquita’s overseas business.

County of York Employees Retirement Plan v. Jung, Index No. 651304-2010 (N.Y. Sup. Ct.) The Firm was one of plaintiffs’ counsel representing the County of York Employees Retirement Plan in this derivative action against various directors and officers of Avon Products, Inc. (“Avon”). Plaintiffs alleged that various Avon employees violated the Foreign Corrupt Practices Act by bribing foreign officials in China. On August 3, 2016, the Court approved a settlement that provided, among other things, for Avon to adopt a global anti-corruption policy and code of conduct, as well as implement specific Foreign Corrupt Practices Act testing.

U.F.C.W. Local 1776 & Participating Employers Pension Fund v. Devitre, Case No. CV 10-2496 (D. Ariz.) The Firm was one of plaintiffs’ counsel representing U.F.C.W. Local 1776 & Participating Employers Pension Fund against various officers and directors of the Western Union Company (the “Company”) and its wholly-owned subsidiary, Western Union Financial. Plaintiff alleged that the Company’s board of directors failed to appropriately oversee the Company’s compliance with applicable anti-money laundering laws, regulations, and rules resulting in the Company’s payment of $94 million to resolve all potential regulatory, civil, and criminal claims. On June 14, 2002, the Court approved a settlement in which the Company agreed to require the board of directors to review all reports by an independent compliance monitor; review the Company’s compliance program and policies relating to the anti-money laundering laws and regulations; and review and approve the Bank Secrecy Act and Anti-Money Laundering Compliance Program Manual for the United States on a quarterly basis.

PG&E San Bruno Fire Cases, Case No. JCCP 4648-C (Cal. Super. Ct.) The Firm, as counsel for plaintiff, brought a shareholder derivative case on behalf of the shareholders of PG&E Corporation (“PG&E”) in connection with the tragic loss of life and property

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resulting from a San Bruno, California gas leak. After years of litigation, the Firm helped achieve a recovery of $90 million, which constituted the seventh largest shareholder derivative settlement on record. To improve and ensure pipeline safety, plaintiffs also obtained comprehensive gas operations therapeutics with a stipulated value of $32.05 million. The settlement also fundamentally altered how PG&E conducts its gas operations and provided extensive corporate governance reforms.

Erste-Sparinvest Kapitalanlagegesellschaft m.b.H. v. Blank, Index No. 09/3560 (N.Y. Sup.) The Firm was counsel for a large, European institutional investor in a shareholder derivative lawsuit brought against Lloyds Banking Group p.l.c. (“Lloyds”). The lawsuit alleged that the directors of Lloyds violated their fiduciary duties to shareholders by failing to monitor the company’s compliance with federal and state banking laws in connection with alleged illegal transfers of funds in the United States on behalf of certain sovereign countries including Iran. After years of litigation and negotiations, the Firm helped achieve significant corporate governance changes to ensure that the board of directors was more actively engaged in the monitoring of Lloyds’ money transfer businesses and compliance with federal and state banking rules and regulations.

In re MBNA Corp. Securities Litigation, Case No. 05-CV-00272-GMS (D. Del.) The Firm served as liaison counsel for lead plaintiff and the members of the class in this securities class action brought on behalf of all persons who purchased or otherwise acquired the publicly traded securities of MBNA Corp. (“MBNA” or the “Company”) during the period January 20, 2005 through April 20, 2005, inclusive (the “Class Period”). Plaintiffs alleged that: (i) MBNA deceived the market by reporting that MBNA would achieve annual earnings growth of 10%; (ii) the Company failed to disclose that increases in interest rates, which had commenced before the Class Period and continued throughout, were driving down the proper carrying value of the Company’s interest-rate only strips, such that the value of the Company’s reported assets were materially overstated; and (iii) the Company did not adjust as appropriate the assumptions and estimates used in determining the fair value of the interest-only strip receivable. As a result, on April 21, 2005, MBNA was forced to reveal that: (i) it had to take almost a $207 million write down of its interest-only strip receivable; (ii) its first quarter income was down 93% year-over-year, including the restructuring charge; and (iii) it expected full year earnings to be significantly below the 10% growth objective. On July 6, 2007, the Court denied defendants’ motion to dismiss the amended complaint. Baker v. MBNA Corp., Case No. 05-cv-00272-GMS (D. Del July 6, 2007) (Mem. Op.). Subsequently, after substantial litigation, the parties settled the litigation resulting in the creation of a $25 million fund to compensate injured investors. In re MBNA Corp. Sec. Litig., Case No. 05-cv-00272-GMS (D. Del. Oct. 6, 2009) (Order).

In re Molson Coors Brewing Co. Securities Litigation, Case No. 05-CV-00294-GMS (D. Del.) The Firm served as liaison counsel on behalf of lead plaintiffs Drywall Acoustic Lathing and Insulation Local 675 Pension Fund, Metzler Investment GmbH and the members of the class in this securities class action brought on behalf of all persons who were: (i) former shareholders of

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Molson Coors (“Molson Coors”) as a result of the February 9, 2005 merger of Molson with and into Coors; (ii) open market purchasers of Coors common stock from July 22, 2004 through February 9, 2005; and (iii) open market purchasers of Molson Coors common stock, from the completion of the merger through April 27, 2005, inclusive. Plaintiffs alleged that Molson Coors made false and misleading statements, including: (i) the cost saving synergies represented by Molson Coors were impossible to achieve because, among other things, Coors’ rapidly increasing distribution costs would adversely affect the potential cost saving synergies; (ii) Molson and Coors were already distributing each other’s products, further reducing the possibility of cost saving synergies; (iii) the merger would actually incur significant post-merger expenses due to the expected exodus of Coors senior executives who would be paid millions of dollars in benefits; and (iv) Molson Coors would inherit Molson’s Brazilian operations, which were an unmitigated failure that eventually necessitated a $500 million post-merger charge and the sale of Molson’s Brazilian interests at a fraction of their cost. After extensive litigation efforts in both the United States and Canadian actions, the parties settled the lawsuits resulting in the creation of a $6 million fund for the payment of investor claims. In re Molson Coors Brewing Co. Sec. Litig., Case No. 05-cv- 00294-GMS (D. Del. May 19, 2009).

County of York Employees Retirement Plan v. Merrill Lynch & Co., Inc., C.A. No. 4066-VCN (Del. Ch.) The Firm served as lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Merrill Lynch & Co., Inc. (“Merrill” or the “Company”) in connection with its sale to Bank of America Corporation (“BofA”). Plaintiff County of York Employees Retirement Plan alleged that the individual defendants hastily agreed to sell the Company over the course of a weekend without adequately informing themselves of the true value of the Company or the feasibility of securing a viable alternative transaction that would be more beneficial to shareholders than the proposed acquisition. On October 28, 2008, the Court granted, in part, plaintiff’s motion to expedite discovery and denied defendants’ motion to stay or dismiss. Cnty. of York Emps. Ret. Plan v. Merrill Lynch & Co., Inc., C.A. No. 4066-VCN, 2008 Del. Ch. LEXIS 162 (Del. Ch. Oct. 28, 2008). Subsequently, the Firm engaged in expedited discovery. After engaging in arm’s-length negotiations, the parties reached a settlement whereby defendants made additional, substantive disclosures in their definitive proxy statement. Thereafter, the shareholders of Merrill and BofA approved the merger.

David B. Shaev IRA v. Sidhu, Case No. 00983, November Term 2005 (Phila. C.C.P., Commerce Div.) The Firm served as co-lead counsel in this shareholder derivative and class action brought on behalf of the public shareholders of Sovereign Bancorp, Inc. (“Sovereign” or the “Company”). Sovereign completed its two-part transaction (the “Santander Transaction”) whereby Sovereign sold 19.8% of the Company to Banco Santander Central Hispano, S.A., and used the proceeds to fund its acquisition of Independence Community Bancorp. Plaintiffs alleged that Sovereign’s board of directors purposely structured the Santander Transaction to be below the 20% change in control threshold established by the New York Stock Exchange. Additionally, plaintiffs alleged the board members had improper motives of entrenchment and participated in protection of their own self interests and the improper subversion of a proxy contest launched by Sovereign’s largest shareholder, Relational Investors, LLC. Following the close of the sale in May 2006, the Firm

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helped negotiate a settlement of the litigation, which conferred substantial benefits on the Company and class members, including substantial corporate governance changes adopted by the Company. The Court approved the settlement. David B. Shaev IRA v. Sidhu, No. 00983 (Phila. C.C.P., Commerce Div. Oct. 28, 2008) (Order). The Supreme Court of Pennsylvania upheld the settlement, which had been challenged in both the trial court and the intermediate appellate court. Shaev v. Sidhu, Pennsylvania Docket No. 470 EAL 2010 (Pa. Dec. 21, 2010) (Order).

Helaba Invest Kapitalanlagegesellschaft mbH v. Fialkow, C.A. No. 2683-N (Del. Ch.) The Firm served as counsel for lead plaintiff Helaba Invest Kapitalanlagegesellschaft mbH, a European institutional investor, in this class action on behalf of the public shareholders of National Home Health Care Corp. (“National Home” or the “Company”). The litigation sought to enjoin the proposed acquisition of National Home by a consortium comprised of Angelo, Gordon & Co. and Eureka Capital Partners (“Angelo Gordon”) for inadequate consideration. The plaintiff alleged that certain defendants, who collectively held more than fifty percent of the National Home’s outstanding stock, agreed to vote in favor of the deal and that certain of these defendants would receive benefits from National Home and Angelo Gordon not shared by National Home’s minority, public shareholders. As a result of the Firm’s negotiations with defendants, the parties reached a settlement by which additional, curative disclosures were made in National Home’s amended proxy statements and after holding meetings with the Company’s special committee and board of directors, Angelo Gordon agreed to pay an additional $1.35 per share, a financial benefit of more than $3.76 million to National Home’s shareholders. In addition, even after the merger agreement was approved, the Firm continued to advocate on behalf of shareholders, and Angelo Gordon agreed to allow the Company to increase its next quarterly dividend, representing approximately $260,000 in additional value. The Court approved the settlement. Helaba Invest Kapitalanlagegesellschaft mbH v. Fialkow, C.A. No. 2683-N (Del. Ch. Mar. 12, 2008) (Order).

Plymouth Co. Retirement System v. MacDermid, Inc., Case No. 2006CV9741 (Colo. Dist. Ct.) The Firm served as co-lead counsel on behalf of lead plaintiff Plymouth County Retirement System and the class of MacDermid, Inc. (“MacDermid” or the “Company”) shareholders. This case was a class action arising from the proposed acquisition of MacDermid by Daniel H. Leever (the Company’s Chairman and Chief Executive), Court Square Capital Partners II, L.P., and Weston Presidio V, L.P. Among other things, plaintiff alleged that the Company’s proxy did not disclose that the directors who approved the proposed transaction would receive more than $17 million for certain options, the amount or value that certain directors would be able to invest after completion of the proposed transaction, and certain facts and assumptions underlying the fairness opinion. As a result of the Firm’s negotiations with defendants, MacDermid made additional disclosures in its definitive proxy statement, including, but not limited to, the compensation and involvement of key company insiders, information regarding competing bidders, and financial analyses by Merrill Lynch. The Court approved the settlement. Plymouth Co. Ret. Sys. v. MacDermid, Inc., Case No. 2006CV9741 (Colo. Dist. Ct. Dec. 10, 2007) (Order).

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Neil L. Sclater-Booth v. SCOR S.A. and Patinex AG, Case No. 07-CV-3476-GEL (S.D.N.Y.) The Firm served as co-lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Converium Holding AG (“Converium” or the “Company”) and holders of the Company’s American Depository Shares against SCOR S.A. (“SCOR”) and Patinex AG (“Patinex”) in connection with SCOR and Patinex’s acquisition of Converium. Plaintiff alleged that the acquisition was unfair to the class. As a result of the Firm’s action, SCOR agreed to settle the litigation by increasing its offer price by 7.9%, or $259.6 million. Citing the efforts of plaintiff’s counsel, the Court approved the settlement. Neil L. Sclater-Booth v. SCOR S.A. and Patinex AG, Case No. 3476-GEL (S.D.N.Y. Feb. 8, 2008) (Order).

In re American Pharmaceutical Partners, Inc. Shareholders Litigation, Consol. C.A. No. 1823-VCL (Del. Ch.) The Firm served as one of co-lead counsel in this class action brought on behalf of the public shareholders of American Pharmaceutical Partners, Inc. (“APP” or the “Company”) in connection with its acquisition of American BioScience, Inc. Plaintiffs alleged that the acquisition would have diluted the voting rights of each share of the Company, to the detriment of minority shareholders. Plaintiffs also asserted claims derivatively on behalf of the Company, which was directly harmed, among other things, when the Company’s investors fled en masse upon announcement of the merger, and because the merger transferred the bulk of the Company’s value to defendant Dr. Patrick Soon-Shiong for allegedly inadequate consideration. In April 2006, the merger was completed and subsequently plaintiffs filed their First Consolidated Class Action Complaint in June 2006. After nearly eighteen months of arm’s-length negotiations and the production of thousands of pages of documents in response to plaintiffs’ subpoenas, the parties agreed to mediation and an agreement-in-principle to settle the action. In July 2008, the parties agreed to settle the action for $14.3 million, to be paid by defendants, which represented approximately $0.60 per damaged minority share for the shareholders. The Court approved the settlement. In re Am. Pharm. Partners, Inc. S’holders Litig., Consol. C.A. No. 1823-VCL (Del. Ch. Dec. 16, 2008) (Order).

Schultze Asset Management LLC v. Washington Group International, Inc., C.A. No. 3261-VCN (Del. Ch.) The Firm served as co-lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Washington Group International, Inc. (“Washington Group” or the “Company”) in connection with its sale to URS Corporation. Plaintiff alleged that the transaction was financially and procedurally unfair to Washington Group’s shareholders. In addition, plaintiff alleged that the Company’s definitive proxy statement was materially misleading because, among other things, it failed to explain why Washington Group used overly conservative financial projections to support the fairness opinion issued in connection with the transactions. As a result of the Firm’s negotiations with defendants, Washington Group agreed to and made additional curative disclosures in the definitive proxy statement. Specifically, the Company agreed to disclose additional information concerning the potential impact of existing contract claims asserted by the Company and their impact on the Company’s valuation, the Company’s efforts to solicit potential acquirers, and the analyses performed by Goldman Sachs, the Company’s financial advisor, in support of the merger, among other things. Additionally, Washington Group

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amended the merger agreement whereby it increased the amount of consideration paid to each Washington Group shareholder. The Court approved the settlement. Schultze Asset Mgmt. LLC v. Wash. Grp. Int’l, Inc., C.A. No. 3261-VCN (Del. Ch. May 22, 2008) (Order).

Sheetmetal Workers’ National Pension Fund v. Hill, Case No. 07-cv-2269-RBK (D.N.J.) The Firm served as counsel for plaintiff Sheetmetal Workers’ National Pension Fund in this shareholder derivative and class action brought on behalf of the public shareholders of Commerce Bancorp, Inc. (“Commerce” or the “Company”) in connection with two regulatory investigations of Commerce and its subsequent acquisition by PNC Bank in a merger transaction (the “Merger”). Plaintiff alleged that the members of the board of directors of Commerce violated their fiduciary duties to the Company by approving a course of conduct whereby Commerce made unsafe loans and engaged in questionable related party transactions with its officers and directors and that the price offered in the Merger was unfair. Plaintiff requested the Court to issue an injunction to stop the Merger and sought expedited discovery. After extensive discovery, the Firm helped negotiate a settlement, which resulted in a $77 million reduction in the termination fee, and numerous additional disclosures in the definitive proxy statement. The Court approved the settlement. Sheetmetal Workers’ Nat’l Pension Fund v. Hill, Case No. 07-cv-269 (D.N.J. May 9, 2008) (Order).

Virgin Islands Government Employees’ Retirement System v. Alvarez, C.A. No. 3976-VCS (Del. Ch.) The Firm served as counsel for plaintiff in this derivative and class action brought on behalf of the public shareholders of UnionBanCal Corporation (“UnionBanCal” or the “Company”) against its board of directors and certain officers for breach of fiduciary duties arising from the defendants’ repeated and systematic failure to implement anti-money laundering procedures and policies, in violation of federal laws, including the Bank Secrecy Act. The class action claims arose in connection with a tender offer launched by Mitsubishi UFJ Financial Group and Bank of Tokyo- UFJ Ltd. Plaintiff Virgin Islands Government Employees’ Retirement System alleged that the merger consideration was unfair in a number of respects, including the fact that the Company’s share price was substantially depressed as a result of defendants’ egregious failures to comply with anti-money laundering laws and regulations. The Firm coordinated efforts with a similar litigation in California, reviewing document production, deposing key witnesses, and negotiating a settlement in which UnionBanCal agreed to and made additional material disclosures concerning the transaction. The Court approved the settlement. V.I. Gov’t Employees’ Ret. Sys. v. Alvarez, C.A. No. 3976-VCS (Del. Ch. Dec. 2, 2008) (Order).

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THE FIRM’S PROFESSIONALS

Seth D. Rigrodsky is a founding Shareholder of the Firm and has over twenty-five years of legal experience. Mr. Rigrodsky is a magna cum laude graduate of both Brandeis University and the Georgetown University Law Center. While at Georgetown, he served as Articles Editor of the Georgetown Law Review. Mr. Rigrodsky began his legal career as a law clerk to the Honorable Andrew G.T. Moore, II of the Supreme Court of Delaware. Following his clerkship, Mr. Rigrodsky was associated with the law firms of Wachtell, Lipton, Rosen & Katz in New York, New York, and Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware, where he concentrated his practice on corporate and complex business litigation. In 1994, Mr. Rigrodsky joined Morris and Morris in Wilmington, Delaware, where he became a partner in January 2000, and represented investors in numerous federal and state class and shareholder lawsuits. He joined the law firm of Milberg LLP in 2001 and founded its Delaware office. Mr. Rigrodsky co-founded the Firm in 2006. He was appointed by the Delaware Court of Chancery to the Rules Committee of the Delaware Bar. Mr. Rigrodsky is admitted to practice in the States of Delaware and New York, the United States District Courts for the District of Delaware, the Southern District of New York, and the District of Colorado, and the United States Courts of Appeals for the Second, Third, Fourth, and Sixth Circuits.

Timothy J. MacFall is a Partner at the Firm and has more than thirty years of legal experience. Mr. MacFall is a cum laude graduate of Brooklyn College of the City University of New York and a graduate of Brooklyn Law School. Upon his graduation from law school, Mr. MacFall served as an Assistant District Attorney in the Narcotics Bureau of the Kings County District Attorney’s Office. In 1987, he joined the United States Immigration & Naturalization Service as a Trial Attorney in the Alien Criminal Apprehension Program. Mr. MacFall was subsequently cross- designated as a Special Assistant United States Attorney for the Eastern District of New York, Criminal Division. In 1988, Mr. MacFall was appointed as a Special Assistant United States Attorney in the Civil Division of the United States Attorney’s Office for the Southern District of New York. As a government attorney, Mr. MacFall tried numerous cases to verdict and argued more than a dozen cases before the United States Court of Appeals for the Second Circuit. Mr. MacFall was also a speaker at a United States Department of State Conference on pending extradition litigation and the 1986 Supplementary Treaty Between the United States of America and the United Kingdom of Great Britain and Northern Ireland; has served as a lecturer at Immigration & Naturalization Service Special Agent training seminars; and assisted in the preparation of a New York City Police Department trial testimony training film. Mr. MacFall has focused his practice primarily on complex class action litigation in state and federal courts since 1992. Mr. MacFall has represented individual investors, union pension funds, and state pension funds in transactional and federal securities class actions throughout the United States. Mr. MacFall joined the Firm in April 2009. Mr. MacFall was selected for inclusion in the 2010, 2011, 2013, 2014, 2015, 2016, 2017, 2018, 2019, and 2020 New York Super Lawyers - Metro Edition magazines for his work in securities litigation. Mr. MacFall is admitted to practice in the State of New York, the United States District Courts for the Southern and Eastern Districts of New York and the District of Colorado, and the United States Court of Appeals for the Second Circuit.

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Gina M. Serra is a Partner at the Firm. Ms. Serra is a cum laude graduate of both Rowan University and Widener University School of Law in Wilmington, Delaware. While at Widener Law, Ms. Serra was a member of the Widener Law Review and Vice President of the Moot Court Honor Society and the Justinian Society. During law school, she also was a judicial intern for the Honorable Henry duPont Ridgely of the Supreme Court of Delaware, and obtained a Trial Advocacy Certificate with honors. Ms. Serra began her legal career as the judicial law clerk to the Honorable Fred S. Silverman of the Superior Court of Delaware. She also was a member of the Richard S. Rodney American Inn of Court. Ms. Serra joined the Firm in September 2010. She has been named a Delaware “Rising Star” by Super Lawyers for 2015, 2016, 2017, 2018, and 2019. Ms. Serra is admitted to practice in the States of Delaware, New York, and New Jersey, the Commonwealth of Pennsylvania, the United States District Courts for the Districts of Delaware and Colorado, and the United States Court of Appeals for the Sixth Circuit.

Marc A. Rigrodsky is Of Counsel to the Firm and has over thirty-five years of legal experience. Mr. Rigrodsky is a graduate of Cornell University and a summa cum laude graduate of the Benjamin N. Cardozo School of Law. While at Cardozo, he served on the Cardozo Law Review. Mr. Rigrodsky began his legal career as a law clerk to the Honorable Thomas J. Meskill, of the United States Court of Appeals for the Second Circuit. Following his clerkship, Mr. Rigrodsky was associated with the law firm of Robinson & Cole in Hartford, Connecticut. He worked for the Department of the Navy from 1986 to 1988, the Department of the Treasury from 1992 to 2003, and the Department of Transportation from 2003 to 2007. He was part of Digital Equipment Corporation’s law department from 1989 to 1991, and worked as a full-time consultant for the District of Columbia Retirement Board from 2007 to 2009. Mr. Rigrodsky is admitted to practice in the State of Connecticut and the District of Columbia, the United States District Court for the District of Connecticut, the United States Court of Appeals for the Sixth Circuit, and the United States Supreme Court.

Herbert W. Mondros is Special Counsel to the Firm. Mr. Mondros is a graduate of Fairleigh Dickinson University and a magna cum laude graduate of Tulane University Law School, where he served as a member of the Tulane Law Review and was awarded the Order of the Coif. After graduating law school, Mr. Mondros entered the United States Department of Justice through the Honors Program. He served as a Trial Attorney in the Environmental Crimes Section and Assistant U.S. Attorney and Chief Appellate Counsel for the United States Attorney for the Eastern District of Louisiana. Prior to joining Rigrodsky Law, Mr. Mondros was a litigation partner at Margolis Edelstein and a litigation associate in the Delaware office of Skadden, Arps, Slate, Meagher & Flom LLP. He has represented plaintiffs and defendants in shareholder corporate and derivative litigation, securities and consumer fraud class actions, and commercial civil litigation. Mr. Mondros routinely litigates in all of Delaware’s state and federal courts. He has an active pro bono practice, representing defendants in capital punishment cases and plaintiffs in prisoner civil rights cases. Mr. Mondros has been a member of defense teams that exonerated and freed two individuals who had been wrongfully convicted and collectively served more than thirty years on Delaware’s death row, and a third who served thirty-eight years in prison for a crime he did not commit. Mr. Mondros serves on the Board of Innocence Delaware, an innocence organization dedicated to the exoneration of wrongfully convicted individuals. Mr. Mondros is admitted to practice in the State of Delaware, the Commonwealth of Pennsylvania, and the United States District Courts for the District of Alaska, the District of Delaware, the Eastern and Western

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Districts of Arkansas, the Eastern District of Louisiana, the Eastern District of Oklahoma, and the Eastern District of Pennsylvania.

Vincent A. Licata is an Associate at the Firm. Mr. Licata graduated from the Benjamin N. Cardozo School of Law with a concentration in Business Law, and obtained his bachelor’s degree in Law and Policy from Dickinson College. During law school, Mr. Licata served as a judicial intern for two New York State Supreme Court judges, in addition to clerking for a midtown litigation boutique. He also served as a Research Assistant for tax professor Edward A. Zelinsky, and as a Notes Editor for the Cardozo Journal of Conflict Resolution. Mr. Licata joined the Firm in September 2020 and is admitted to practice in the State of New York.

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DELAWARE 300 Delaware Avenue, Suite 210 Wilmington, DE 19801 T: (302) 295-5310

NEW YORK 825 East Gate Boulevard, Suite 300 Garden City, NY 11530 T: (516) 683-3516

www.rl-legal.com

0 Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 1 of 9

Exhibit I Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 2 of 9

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

IN RE GOPRO STOCKHOLDER Lead Case No. 4:18-cv-00920-CW DERIVATIVE LITIGATION (Consolidated with Case No. 4:18-cv-01284 CW)

This Document Relates To:

ALL CASES.

DECLARATION OF ALFRED G. YATES, JR. FILED ON BEHALF OF LAW OFFICE OF ALFRED G. YATES, JR., P.C. IN SUPPORT OF PLAINTIFFS’ COUNSEL’S UNOPPOSED MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT

Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 3 of 9

I, Alfred G. Yates, Jr., declare as follows:

1. I am principal of the firm of Law Office of Alfred G. Yates, Jr., P.C. which is counsel of record for plaintiff Jason Booth in the Booth Demands.1 I am admitted to practice before the courts of the states of Pennsylvania and West

Virginia. I submit this declaration in support of Plaintiffs’ Unopposed Motion for

Final Approval of Derivative Settlement. I led our firm’s litigation efforts and supervised the work of the attorneys and professional staff who contributed to this matter. I have personal knowledge of the following facts, and, if called upon, I could and would competently testify thereto.

2. My firm seeks attorneys’ fees and reimbursement of expenses for the work performed as Jason Booth's counsel in connection with the Booth Demands, as well as for the services provided to our client. My firm undertook this representation on a wholly contingent basis, with the understanding that we would receive no compensation, and our expenses would not be reimbursed, unless our efforts resulted in the recovery of a substantial benefit for GoPro, Inc.

3. My firm’s time report reflects time recorded contemporaneously and then compiled in the firm’s electronic time-keeping system. I supervised and

1 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated February 4, 2021 (ECF No. 65-2).

1 Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 4 of 9

worked directly with the attorneys and other professional staff who billed time to this matter. Having carefully reviewed our time records, I can aver that the hours reported and the work they reflect were reasonably necessary to the successful commencement, prosecution, and settlement of the Derivative Matters. My firm’s lodestar is based on hourly rate of $690 for our attorneys. The hourly rates shown in the chart in paragraph 4 below are the usual and customary rates charged for each individual biller. These rates are set based on market rates for attorneys of comparable skill and experience, and they have been approved by federal and state courts throughout the nation, including this Court. See Exhibit A attached hereto

(firm résumé).

4. From the inception of the Booth Demands through execution of the

Stipulation of Settlement on February 4, 2021, my firm devoted 71.75 hours to the litigation, representing total lodestar of $49,507.50. The chart below summarizes the hours, hourly rates, and lodestar of each professional of my firm who worked on this matter:

Attorney Name Position Total Hourly Rate Lodestar Hours Alfred G. Yates, Jr. Partner 24.75 $690 $17,077.50 Gerald L. Rutledge Partner 47.00 $690 $32,430.00 Totals Hours: 71.75 Total Lodestar: $49,507.50

2 Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 5 of 9

5. My firm incurred a total of $69.48 in unreimbursed expenses in connection with the prosecution of the Booth Demands, as summarized in the chart below:

Expense Category Cost US postage $9.48 Online Research $60.00 Total Expenses: $69.48

7. As set forth in my firm's résumé, a true and correct copy of which is attached hereto as Exhibit A, the attorneys primarily responsible for leading the

Booth Demands are experienced and skilled advocates.

8. Here, Jason Booth maintained his holdings of GoPro stock throughout the litigation, pursued litigation demands pursuant to Del. Ch. Ct. R. 23.1, monitored co-counsel’s activity through the life of the litigation, and was always available for updates on the litigation, including the status of settlement negotiations. Given his participation and the favorable benefit achieved in the Settlement, I believe that

3 Case 4:18-cv-00920-CW Document 61-10 Filed 05/11/21 Page 6 of 9

Incentive Awards of $1,000.00 to each Settling Shareholder, to be deducted from

Plaintiffs’ Counsel’s Fee and Expense Award, are warranted and appropriate.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 4th day of May, 2021, at Pittsburgh, Pennsylvania.

Alfred G. Yates, Jr.

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EXHIBIT A

LAW OFFICE OF ALFRED G. YATES, JR., P.C. 1575 McFarland Road, Suite 305 Pittsburgh, PA 15216 Phone: 1(800) 391-5164 Email: [email protected]

ALFRED G. YATES, JR., born Sarver, Pennsylvania; AV Rating from Martindale-Hubbell; admitted to the bar of the Commonwealth of Pennsylvania and the U.S. District Court for the Western District of Pennsylvania (1973); U.S. Court of Appeals, Third Circuit (1982). Education: University of Pittsburgh (J.D., 1973), College of William and Mary (A.B., 1968). With U.S. Army 1968-1970.

GERALD L. RUTLEDGE, born Bronxville, New York; admitted to the bar of the Commonwealth of Pennsylvania and the U.S. District Court for the Western District of Pennsylvania (1991); U.S. Court of Appeals, Third Circuit (1996). Education: Duquesne University School of Law (J.D., 1991), Carnegie Mellon University (B.S., 1988).

FIRM RESUME

The Law Office of Alfred G. Yates Jr., P.C. has been engaged for over 30 years in class action litigation, securities, consumer, antitrust, ERISA and FLSA actions. The firm's office is located in Pittsburgh, Pennsylvania. The firm is currently litigating derivative, class and antitrust and consumer cases pending in courts across the United States. As shown below, the firm has successfully represented defrauded consumers, stockholders and investors in many recoveries.

The firm has served as local counsel in litigation in federal court for the United States District Court for the Western District of Pennsylvania leading to recoveries as follows: Bell, et al. v. Fore Systems, Inc., et al., No. 97-cv-1265, $11.7 million; Black Box Sec. Litig., No. 03-cv-412, $2 million; Black Box Corp. Derivative Litig. 2:06-cv-01531-JFC (financial relief worth over $14 million to the company); Blue Cross of Western Pennsylvania Litig., No. 93-1591, $16 million; Citiline Holdings, Inc. v. Printcafe Software, Inc., et al., No. 03-cv-0959, $1.6 million; Chambers Sec. Litig., No. 92-cv-0679, $95 million; Di Cicco, et al. v. American Eagle Outfitters, Inc., et al., No. 95-cv-1937, $1.95 million; DQE, Inc. Sec. Litig., Master File No. 01-cv-1851, $12 million, Fox vs. Equimark Corporation, et al., No. 90-cv-1504, $6.5 million cash; Federated Mutual Funds Excessive Fee Litig., No. 2:04-cv-352-

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DSC; Butler, et al. v. Northstar Health Services, Inc., et al., No. 96-cv-701, $5.7 million; Lan v. Ludrof et al., 1:06-cv-00114-SJM, $5.2 million; Moorhead v. Consol Energy, Inc., et al No. 03-cv-1588, $2.7 million; Ominsky v. PNC Financial Corp., No. 2:90-cv-592, $6.3 million, Christner v. PNC Bank Corp., No. 2:94-cv-1961, $5.45 million; PNC Financial Services Group, Inc. Sec. Litig., No. 02-cv-0271, $36.6 million; Schmitzer, et al. vs. The Italian Oven, Inc., et al., No. 96-cv-1248, $3.278 million; Sulcus Computer Sec. Litig. II, No. 94-cv-0565, $800,000 and 1.4 million common shares of Sulcus stock; Tri-Star Farms Limited v. Marconi PLC, et al., 01-cv-1573, $7.1 million, and Westinghouse Sec. Litig., No. 91-cv-354, $67.25 million.

The firm has also served as plaintiffs' counsel in antitrust and consumer product liability class actions and mass tort actions including: Aggrenox Antitrust Litigation, 3:14-md-02516, (D. Conn.), Automotive Refinishing Paint Antitrust Litig., MDL Docket No. 1426 (E.D. Pa.); Baycol Products Liability Litig., MDL 1431 (D. Minn.); Buspirone Antitrust Litig., MDL No. 1410 (S.D. NY); Dynamic Random Access Memory (DRAM) Antitrust Litig., No. M-02-1486 PJH (N.D. Ca.); Electrical Carbon Products Antitrust Litig., MDL No. 1514; Hypodermic Products Antitrust Litig., 05-cv-1602 (JLL/CCC) (D. N.J.); Lidoderm Antitrust Litig., 3:14- md-02521 N.D. Ca,), Lupron Drug Cases, Judicial Council Coordination Proceeding No. 4238 (Master File No. 402591)(Superior Ct. Ca.); Meridia Products Liability Litig., MDL No. 1481, Case No. 5:2002-cv-08000(JSG/PH)(N.D. Ohio, Eastern Div.); Microsoft Corp. Antitrust Litig., MDL No. 1332 (D. MD); Mirapex End-Payor Antitrust Litig., 2:09-cv-01044-GLL; Mushroom Direct Purchaser Antitrust Litig., 06-cv-620 (E.D. PA), and Suboxone (Buprenorphine Hydrochloride and Naloxone) Antitrust Litig., 2:13-md-02445 (E.D. Pa.).

The firm has also served as plaintiffs' counsel in ERISA cases arising out of breaches of fiduciary duties to 401(k) Plan Participants in cases such as Boston Scientific Corp. ERISA Litig., 1:06-cv-10105-JLT, (D. MA); Cardinal Health, Inc. ERISA Litig., C2-04-643 (S.D. Ohio); General Electric Company ERISA Litig., No. 06-cv-315(GLS/RDH) (S.D.N.Y.); Lanfear v. Home Depot, Inc. et al., 1:07-cv- 00197-ODE (N.D. GA); Lear ERISA Litig., No. 06-11735 (E.D. Mich.); and Shanehchian v. Macy's, Inc., 1:07-cv-00828-SAS-TSH (S.D. OH).

In cases in which our firm has been involved, the court has recognized the contributions of our counsel.

Magistrate Judge Kenneth J. Benson in Di Cicco, et al. v. American Eagle Outfitters, Inc., et al., 95-CV-1937 (W.D. Pa) stated:

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"The court has never seen a more thorough tracking of the requirements for a good class action settlement than that pursued by counsel in this case...The court has been impressed with the competence and candor of counsel..."

District Judge Thomas J. Platt in Nature's Bounty, Inc., Sec. Litig., 94-CV- 4818 (E.D. NY), stated:

"Plaintiffs here are represented by several well-known securities litigation firms and by practitioners who, collectively, have many years of experience litigating securities class actions. There can be no question but that plaintiffs' counsel are adequately skilled and experienced to conduct the proposed litigation."

Court of Common Pleas Judge Christine A. Ward in Portec Rail Products, Inc. Shareholders Litigation, G.D. 10-003547 (Pa C.P. Court, Allegheny County) stated after a two-day preliminary injunction hearing:

"[H]earing a case that's presented by counsel of this caliber, it's a real treat, it's a delight..."

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Exhibit J CaseCase 4:18-cv-00920-CW 4:07-cv-05111-CW Document Document 61-11 129 Filed Filed 04/08/10 05/11/21 Page Page 1 2 of of 4 5

8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 CITY OF WESTLAND POLICE AND FIRE ) No. C 07-05111-CW 11 RETIREMENT SYSTEM and PLYMOUTH ) COUNTY RETIREMENT SYSTEM, On ) CLASS ACTION 12 Behalf of Themselves and All Others Similarly ) Situated, ) ORDER AWARDING LEAD COUNSEL’S 13 ) ATTORNEYS’ FEES AND EXPENSES Plaintiffs, ) 14 ) DATE: April 8, 2010 vs. ) TIME: 2:00 p.m. 15 ) COURTROOM: The Honorable SONIC SOLUTIONS, et al., ) Claudia Wilken 16 ) Defendants. ) 17 )

19 20 21 22 23 24 25 26 27 28

CaseCase 4:18-cv-00920-CW 4:07-cv-05111-CW Document Document 61-11 129 Filed Filed 04/08/10 05/11/21 Page Page 2 3 of of 4 5

1 This matter having come before the Court on April 8, 2010, on the application of counsel for 2 the Lead Plaintiffs for an award of attorneys’ fees and expenses incurred in the captioned action, the 3 Court, having considered all papers filed and proceedings conducted herein, having found the 4 settlement of this action to be fair, reasonable, and adequate and otherwise being fully informed in 5 the premises and good cause appearing therefor; 6 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

7 1. All of the capitalized terms used herein shall have the same meanings as set forth in 8 the Stipulation of Settlement dated as of October 12, 2009 (the “Stipulation”), and filed with the 9 Court.

10 2. This Court has jurisdiction over the subject matter of this application and all matters 11 relating thereto, including all Members of the Settlement Class who have not timely and validly 12 requested exclusion.

13 3. The Court hereby awards Lead Counsel attorneys’ fees of 25% of the Settlement 14 Fund, plus reimbursement of litigation expenses in the amount of $186,767.89 together with the 15 interest earned thereon for the same time period and at the same rate as that earned on the Settlement 16 Fund until paid. The Court finds that the amount of fees awarded is appropriate and that the amount 17 of fees awarded is fair and reasonable under the “percentage-of-recovery” method given the 18 substantial risks of non-recovery, the time and effort involved, and the result obtained for the 19 Settlement Class. See Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002).

20 4. The fees shall be allocated among counsel for the Lead Plaintiffs by Lead Counsel in 21 a manner that reflects each such counsel’s contribution to the institution, prosecution, and resolution 22 of the captioned action. 23 24 25 26 27 28

ORDER AWARDING LEAD COUNSEL’S ATTORNEYS’ FEES AND EXPENSES - C 07-05111-CW -1- CaseCase 4:18-cv-00920-CW 4:07-cv-05111-CW Document Document 61-11 129 Filed Filed 04/08/10 05/11/21 Page Page 3 4 of of 4 5

2 5. The awarded attorneys’ fees and expenses and interest earned thereon shall 3 immediately be paid to Lead Counsel subject to the terms, conditions, and obligations of the 4 Stipulation, and in particular ¶7.2 thereof which terms, conditions, and obligations are incorporated 5 herein. 6 IT IS SO ORDERED. 7 4/8/10 DATED: 8 THE HONORABLE CLAUDIA WILKEN UNITED STATES DISTRICT JUDGE 9 Respectfully submitted, 10 COUGHLIN STOIA GELLER 11 RUDMAN & ROBBINS LLP SHAWN A. WILLIAMS 12 CHRISTOPHER M. WOOD 100 Pine Street, 26th Floor 13 San Francisco, CA 94111 Telephone: 415/288-4545 14 415/288-4534 (fax)

15 COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 16 JOY ANN BULL 17

18 s/ Joy Ann Bull JOY ANN BULL 19 655 West Broadway, Suite 1900 20 San Diego, CA 92101-3301 Telephone: 619/231-1058 21 619/231-7423 (fax) 22 LABATON SUCHAROW LLP CHRISTOPHER J. KELLER 23 JONATHAN GARDNER 140 Broadway, 34th Floor 24 New York, NY 10005 Telephone: 212/907-0700 25 212/818-0477 (fax) 26 Co-Lead Counsel for Plaintiffs

27 28

ORDER AWARDING LEAD COUNSEL’S ATTORNEYS’ FEES AND EXPENSES - C 07-05111-CW -2- CaseCase 4:18-cv-00920-CW 4:07-cv-05111-CW Document Document 61-11 129 Filed Filed 04/08/10 05/11/21 Page Page 4 5 of of 4 5

1 VANOVERBEKE MICHAUD 2 & TIMMONY, P.C. MICHAEL J. VANOVERBEKE 3 THOMAS C. MICHAUD 79 Alfred Street 4 Detroit, MI 48201 Telephone: 313/578-1200 5 313/578-1201 (fax) 6 Additional Counsel for Plaintiffs

C:\DOCUME~1\yvetteg\LOCALS~1\Temp\MetaSave\[PROPOSED] ORDER AWARDING LEAD COUNSEL’S ATTORNEYS’ FEES AND 7 EXPENSES.doc 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

ORDER AWARDING LEAD COUNSEL’S ATTORNEYS’ FEES AND EXPENSES - C 07-05111-CW -3- Case 4:18-cv-00920-CW Document 61-12 Filed 05/11/21 Page 1 of 7

Exhibit K Case:Case 1:13-cv-02145 4:18-cv-00920-CW Document Document #: 62 Filed: 61-12 02/15/17 Filed Page05/11/21 1 of 6 Page PageID 2 of #:547 7

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

JAMES GOULD, Derivatively on Behalf of NAVISTAR INTERNATIONAL CORPORATION,

Plaintiff, Case No. 1:13-cv-2145

v. Judge Manish S. Shah

ANDREW J. CEDEROTH, JOHN D. CORRENTI, MICHAEL N. HAMMES, JAMES H. KEYES, DENNIS D. WILLIAMS, DANIEL C. USTIAN, STANLEY A. MCCHRYSTAL, DAVID D. HARRISON, FINAL JUDGMENT AND ORDER OF STEVEN J. KLINGER, EUGENIO DISMISSAL CLARIOND, DIANE H. GULYAS, and WILLIAM H. OSBORNE,

Defendants, – and –

NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation,

Nominal Defendant.

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This matter came before the Court for hearing, pursuant to the Preliminary Approval

Order of this Court dated December 12, 2016, on the application of Plaintiff James Gould

("Plaintiff") for approval of the Settlement set forth in the Stipulation of Settlement dated

December 6, 2016 and the exhibits thereto (the "Stipulation").

The Court has reviewed and considered all documents, evidence, objections (if any), and arguments presented in support of or against the Settlement; the Court being fully advised of the premises and good cause appearing therefore, the Court enters this Final Judgment and Order of

Dismissal (the "Judgment").

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. For purposes of this Judgment, the Court incorporates by reference the definitions in the Stipulation and all capitalized terms used herein shall have the same meanings as set forth in the Stipulation unless otherwise defined.

2. This Court has jurisdiction over the subject matter of the above-captioned Federal

Derivative Action, including all matters necessary to effectuate the Settlement, and over all parties to the Federal Derivative Action.

3. The Court finds that during the course of the Federal Derivative Action, the parties and their respective counsel at all times acted professionally and in compliance with Rule

11 of the Federal Rules of Civil Procedure, and all other similar statutes or court rules with respect to any claims or defenses in the Federal Derivative Action.

4. The Court finds that the Notice and Summary Notice provided to Navistar

International Corporation ("Navistar" or the "Company") shareholders constituted the best notice practicable under the circumstances. The Notice and Summary Notice fully satisfied the

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requirements of Rule 23.1 of the Federal Rules of Civil Procedure and the requirements of due

process.

5. The Court finds that the terms of the Stipulation and Settlement are fair, adequate,

and reasonable and in the best interest of Navistar and its shareholders, including Current

Navistar Shareholders, and hereby finally approves the Stipulation and Settlement in all respects, and orders the Parties to perform its terms to the extent the Parties have not already done so.

6. Pursuant to entry of this Judgment, the Federal Derivative Action is hereby dismissed with prejudice. As among the Plaintiff, the Individual Defendants, and nominal defendant Navistar, the Parties are to bear their own costs, except as otherwise provided in the

Stipulation.

7. Upon the Effective Date, the Releasing Parties shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever settled, released, discharged, extinguished, and dismissed with prejudice the Released Claims against the Released Persons and any and all claims arising out of, relating to, or in connection with the defense, settlement, or resolution of the Actions against the Released Persons; provided, however, that such release shall not affect any claims to enforce the terms of the Stipulation or the Settlement.

8. Upon the Effective Date, each of the Defendants shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever settled, released, discharged, extinguished, and dismissed with prejudice Plaintiffs and Plaintiffs' Counsel from all claims

(including Unknown Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Actions or the Released Claims; provided, however, that such release shall not affect any claims to enforce the terms of the Stipulation or the Settlement.

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9. Nothing herein constitutes or reflects a waiver or release of any rights or claims of

Defendants against their insurers, or their insurers' subsidiaries, predecessors, successors,

assigns, affiliates, or representatives, including, but not limited to, any rights or claims by the

Defendants under any directors' and officers' liability insurance or other applicable insurance coverage maintained by the Company. Nothing herein constitutes or reflects a waiver or release of any rights or claims of the Defendants relating in any way to indemnification or advancement of attorneys' fees relating to the Actions or the Released Claims, whether under any written indemnification or advancement agreement, or under the Company's charter, by-laws or operating agreement, or under applicable law.

10. Upon the Effective Date, Plaintiffs, Plaintiffs' Counsel, and Current Navistar

Shareholders are barred and enjoined from commencing, prosecuting, investigating, or in any

way participating in the commencement or prosecution of any action asserting any Released

Claim against any of the Released Persons.

11. The Court hereby approves the Fee and Expense Amount of $525,000 in

accordance with the Stipulation and finds that such fee is fair and reasonable.

12. Defendants shall cause their insurance carrier(s) to pay the Fee and Expense

Amount consistent with the terms of the Stipulation.

13. The Court further finds that Plaintiffs shall each be awarded an Incentive Amount

in the amount of $2,000 in recognition of their participation and efforts in the prosecution and

Settlement of the Actions. The Incentive Amount to each Plaintiff shall be paid from the Fee and

Expense Amount.

14. Neither the Stipulation (including the exhibits attached thereto) nor the

Settlement, nor any act performed or document executed pursuant to or in furtherance of the

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Stipulation or the Settlement: (i) is or may be deemed to be, or may be offered, attempted to be

offered, or used in any way by the Parties or any other Person as a presumption, a concession or

an admission of, or evidence of, any fault, wrongdoing, or liability of the Parties, or of the

validity of any Released Claims; or (ii) is intended by the Parties to be offered or received as

evidence or used by any other person in any other actions or proceedings, whether civil, criminal,

or administrative. The Released Persons may file the Stipulation and/or this Judgment in any

action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release, standing, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim, and any of the Parties may file the Stipulation and documents executed pursuant and in furtherance thereto in any action to enforce the Settlement.

15. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction with respect to implementation and enforcement of the terms of the Stipulation.

16. In the event that this Judgment is rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of the Stipulation should not invalidate the remaining portions thereof, and they shall remain in full force and effect.

17. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation, this Judgment shall be vacated, and all Orders entered and releases delivered in connection with the Stipulation and this Judgment shall be null and void, except as otherwise provided for in the Stipulation.

18. Without further order of the Court, the Parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation.

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19. The Court directs immediate entry of this final Judgment by the Clerk of the

Court.

* * *

ORDER IT IS SO ORDERED.

DATED: 2/15/2017 MANISH S. SHAH DISTRICT COURT JUDGE

1149414

- 5 -

Case 4:18-cv-00920-CW Document 61-13 Filed 05/11/21 Page 1 of 5

Exhibit L CaseCase 3:11-cv-00178-LRH 4:18-cv-00920-CW -WGC Document Document 61-13 36 Filed Filed 05/11/21 04/05/12 Page Page 2 62of 5of 65 CaseCase 3:11-cv-00178-LRH 4:18-cv-00920-CW -WGC Document Document 61-13 36 Filed Filed 05/11/21 04/05/12 Page Page 3 63of 5of 65 CaseCase 3:11-cv-00178-LRH 4:18-cv-00920-CW -WGC Document Document 61-13 36 Filed Filed 05/11/21 04/05/12 Page Page 4 64of 5of 65 CaseCase 3:11-cv-00178-LRH 4:18-cv-00920-CW -WGC Document Document 61-13 36 Filed Filed 05/11/21 04/05/12 Page Page 5 65of 5of 65 Case 4:18-cv-00920-CW Document 61-14 Filed 05/11/21 Page 1 of 6

Exhibit M CaseCase3:08-cv-02046-SI 4:18-cv-00920-CW Document Document72 61-14 Filed07/14/11 Filed 05/11/21 Page1 Page of 2 5 of 6

7 UNITED STATES DISTRICT COURT

8 NORTHERN DISTRICT OF CALIFORNIA

9 THE PORT AUTHORITY OF ALLEGHENY ) Case No.: 3:08-cv-02046-S1 10 COUNTY RETIREMENT AND ) 11 DISABILLITY ALLOWANCE PLAN FOR ~ [Pf{OPO~ED] FINAL ORDER AND EMPLOYEES REPRESENTED BY LOCAL ) JUDGMENT 12 85 OF THE AMALGAMATED TRANSIT ) UNION, ) EXHffiITC 13 ) ) Judge: Honorable Susan Illston Plaintiff, ) 14 v. ) ) 15 1. STEPHEN SMITH, et aI., ) ) 16 ) Defendants, ) 17 ) -and- ) 18 ) ) 19 THE PMI GROUP, INC., ) ) 20 Nominal Defendant. ) ------~~~~~~------21 22

24 25

Case No.: 3:08-cv-02046 [PROPOSED] H;-.lAL ORDER AND JUDGMENT CaseCase3:08-cv-02046-SI 4:18-cv-00920-CW Document Document72 61-14 Filed07/14/11 Filed 05/11/21 Page2 Page of 3 5 of 6

This matter came before the Court for hearing pursuant to the Preliminary Approval of 2 Settlement and Procedural Order ("Order") of this Court, dated ______April 1 , 2011. on the 3 motion of Plaintiff for approval of the settlement set forth in the S :irmlation and Agreement of 4 Settlement dated March 11, 2011, and the Exhibits thereto (the "Settlement Agreement"). Due 5 and adequate notice having been given to shareholders of The PMI Group, Inc. ("PMI" or the 6 "Company"), as required in said Order, and the Court having considered all objections raised, if 7 any, and having considered all arguments made and papers filed and proceedings had herein, and 8 otherwise being fully informed and good cause appearing therefore, IT IS HEREBY 9 ORDERED, ADJUDGED, AND DECREED that: 10 1. For purposes of this Final Order and Judgment (the "Judgment"), the Court 11 incorporates by reference the definitions in the Settlement Agreement, and all capitalized terms 12 used herein shall have the same meanings as set forth in the Settlement Agreement. 13 2. This Court has jurisdiction over the subject matter of the Actions, including all 14 matters necessary to effectuate the Settlement, and over all Parties, including nominal defendant 15 PM!. 16 3. Pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, this Court hereby 17 approves the Settlement set forth in the Settlement Agreement in all respects, and finds that said 18 Settlement is, in all respects, fair, just, reasonable, and adequate to, and in the best interests of, 19 PMI and its shareholders. 20 4. This Court further finds the Settlement is the result of arm's-length negotiations 21 between experienced counsel representing the interests of the Parties. Accordingly, the 22 Settlement embodied in the Settlement Agreement is hereby approved in all respects and shall be 23 consummated in accordance with its terms and provisions. The Parties are hereby directed to 24 perform the terms of the Settlement Agreement. 25 5. The Federal Derivative Action and, specifically, the Released Claims, are 26 dismissed with prejUdice. Counsel in the State Derivative Action shall take steps to immediately 27

28 - 1 - Case No.: 3:08-cv-02046 [PROPOSED] FINAL ORDER AND JUDGMENT CaseCase3:08-cv-02046-SI 4:18-cv-00920-CW Document Document72 61-14 Filed07/14/11 Filed 05/11/21 Page3 Page of 4 5 of 6

dismiss that action with prejudice per the Settlement Agreement. The Parties are to bear their 2 own costs, except as otherwise provided in the Settlement Agreement. 3 6. The publication, posting, and filing of the Publication Notice of Pendency and 4 Settlement of Derivative Litigation (the "Notice") in the Investor's Business DaiZv and via a 5 Form 8-K with the SEC, as provided for in the Order, constituted the best notice practicable 6 under the circumstances to current PMI shareholders, and met the requirements of applicable law 7 and due process under the United States Constitution, and constituted due and sufficient notice to 8 all Persons entitled thereto. 9 7. Upon the Effective Date, the Released Claims shall fully, finally, and forever 10 release, relinquish, and discharge as against the Defendants as described more fully in §§3-4 of 11 the Settlement Agreement. 12 8. Neither the Settlement Agreement nor the Settlement contained therein, nor any 13 act performed or document executed pursuant to or in furtherance of the Settlement Agreement 14 or the Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence 15 of, the validity of any claims released therein or by virtue of the releases attached thereto; or (b) 16 may be deemed to be or may be used as an admission or evidence of any fault, wrongdoing, 17 omission, or liability of any of Defendants, in any civil, criminal, or administrative proceeding in 18 any court, administrative agency or other tribunal. Defendants may file the Settlement 19 Agreement, the Judgment, and/or any document executed pursuant to or in furtherance of the 20 Settlement Agreement, in any action that may be brought against them in order to support a 21 defense or counterclaim based on principles of res judicata, collateral estoppel, full faith and 22 credit, release, judgment bar reduction, or any theory of claim preclusion or issue preclusion or 23 similar defense or counterclaim. 24 9. Plaintiffs and anyone acting on behalf of PMI are permanently barred and 25 enjoined from instituting or prosecuting any action against the Defendants in any court asserting 26 any of Released Claims and any claims arising out of, relating to, or in connection with the 27 institution, prosecution, assertion, defense, settlement, or reso lution of the Actions. 28 -2 - Case No.: 3:08-cv-02046 [PROPOSED] FINAL ORDER AND JUDGMENT CaseCase3:08-cv-02046-SI 4:18-cv-00920-CW Document Document72 61-14 Filed07/14/11 Filed 05/11/21 Page4 Page of 5 5 of 6

10. Defendants are permanently barred and enjoined from instituting and prosecuting 2 any action against Plaintiffs or Defendants in any court asserting any of the Released Claims 3 arising out of, relating to, or in connection with the institution, prosecution, assertion, defense, 4 settlement, or resolution of the Litigation. 5 11. The Court hereby approves the Fee Award to Plaintiffs' Counsel in the amount of 6 $750,000, to be paid in accordance with the Settlement Agreement and finds that the Fee Award 7 is fair and reasonable. 8 12. Without affecting the finality of this Judgment in any way, this Court hereby 9 retains continuing jurisdiction over: (a) the Federal Derivative Action; (b) the administration, 10 enforcement, and consummation of the Settlement; (c) the Parties thereto for the purpose of 11 subsection (b); and (d) any other matter related or ancillary thereto. 12 13. The Court finds that during the course of the Actions, the Parties and their 13 respective counsel at all times complied with the requirements of Federal Rule of Civil 14 Procedure Rule 11 and California Code of Civil Procedure § 128.7 and any other court rule or 15 statute with respect to any claims or defenses in the Litigation. 16 14. In the event that the Settlement does not become effective in accordance with the 17 terms of the Settlement Agreement or the Effective Date does not occur, then the Judgment shall 18 be rendered null and void to the extent provided by and in accordance with the Settlement 19 Agreement and shall be vacated and, in such event, all orders entered and releases delivered in 20 connection herewith shall be null and void to the extent provided by and in accordance with the 21 Settlement Agreement, and the Actions will be returned to the status quo ante, without prejudice 22 to the Plaintiffs right to seek, or the Defendants' right to oppose, the Plaintiffs prosecution of 23 the Actions on behalf of PMI. 24 25 26

28 -3 - Case No.: 3:08-cv-02046 [PROPOSED] FINAL ORDER AND JUDGMENT CaseCase3:08-cv-02046-SI 4:18-cv-00920-CW Document Document72 61-14 Filed07/14/11 Filed 05/11/21 Page5 Page of 6 5 of 6

7/13/11 Case 4:18-cv-00920-CW Document 61-15 Filed 05/11/21 Page 1 of 12

Exhibit N Case 4:17-cv-01850-CW4:18-cv-00920-CW Document 231-161-15 Filed 04/22/2005/11/21 Page 12 of 1112

1 2 3 4 5 6 7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 OAKLAND DIVISION 10

11 IN RE MCKESSON CORPORATION Case No. 4:17-cv-01850-CW DERIVATIVE LITIGATION 12 [PROPOSED] FINAL JUDGMENT AND ORDER APPROVING DERIVATIVE 13 ACTION SETTLEMENT 14 Re: Dkt Nos. 221, 222 15 16 17 18 WHEREAS, a consolidated stockholder derivative action is 19 pending in this Court entitled In re McKesson Corporation 20 Derivative Litigation, No. 4:17-cv-01850-CW (the “California 21 Action”); 22 WHEREAS, (a) plaintiffs in the California Action, Eli 23 Inzlicht; Vladimir Gusinsky, as Trustee for the Vladimir Gusinsky 24 Living Trust; Chaile Steinberg; Michael Berent, Trustee of the 25 Police & Fire Retirement System City of Detroit; and Amalgamated 26 Bank, as Trustee for Longview Largecap 500 Index Fund and 27 Longview Largecap 500 Index VEBA Fund (collectively, the 28 California Plaintiffs); (b) plaintiffs in the stockholder

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1 derivative action pending in the Court of Chancery of the State 2 of Delaware (the Delaware Court), styled as In re McKesson 3 Corporation Stockholder Derivative Litigation, Consol. C.A. No. 4 2017-0736-SG (the Delaware Action and, together with the 5 California Action, the Actions), Katielou Greene and Charles 6 Ojeda (collectively, the Delaware Plaintiffs and, together with 7 the California Plaintiffs, Plaintiffs); (c) current and former 8 defendants in the California Action or the Delaware Action, Andy 9 Bryant; Wayne A. Budd; John Hammergren; M. Christine Jacobs; 10 Marie L. Knowles; Edward Mueller; Donald Knauss; Susan Salka; N. 11 Anthony Coles; Alton Irby III; David Lawrence; Jane Shaw; Laureen 12 Seeger; Paul Julian; and Mark Walchirk (collectively, 13 Defendants); (d) the Special Litigation Committee formed by the 14 Board of Directors of Nominal Defendant McKesson Corporation (the 15 SLC); and (e) Nominal Defendant McKesson Corporation (Nominal 16 Defendant, McKesson, or the Company and, together with 17 Plaintiffs, Defendants, and the SLC, the Parties) have reached a 18 proposed settlement on the terms and conditions set forth in the 19 Stipulation and Agreement of Compromise, Settlement, and Release 20 dated December 11, 2019, (the Stipulation) subject to the 21 approval of this Court (the Settlement); 22 WHEREAS, the Settlement provides for a complete dismissal 23 with prejudice of the claims asserted in the Actions against 24 Defendants; 25 WHEREAS, by Order dated January 31, 2020 (the Preliminary 26 Approval Order), this Court (a) preliminarily approved the 27 Settlement; (b) ordered that notice of the proposed Settlement be 28 provided to McKesson stockholders; (c) provided McKesson

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1 stockholders with the opportunity to object to the proposed 2 Settlement and Plaintiffs’ Lead Counsel’s application for an 3 award of attorneys’ fees and expenses; and (d) scheduled a 4 hearing regarding final approval of the Settlement; 5 WHEREAS, the Court conducted a hearing on April 21, 2020 6 (the Settlement Fairness Hearing) to consider, among other 7 things, (a) whether the California Plaintiffs and Plaintiffs’ 8 Lead Counsel have adequately represented the interests of 9 McKesson and its stockholders; (b) whether the proposed 10 Settlement on the terms and conditions provided for in the 11 Stipulation is fair, reasonable, and adequate to McKesson and its 12 stockholders, and should be approved by the Court; (c) whether a 13 judgment should be entered dismissing the California Action with 14 prejudice; and (d) whether the application by Plaintiffs’ Lead 15 Counsel for an award of attorneys’ fees and expenses should be 16 approved; 17 WHEREAS, no objections to the Settlement were filed; and 18 WHEREAS, it appearing that due notice of the terms of the 19 Settlement and Releases and the Settlement Fairness Hearing has 20 been given in accordance with the Preliminary Approval Order; the 21 Parties having appeared by their respective attorneys of record; 22 the Court having heard and considered evidence in support of the 23 proposed Settlement; the attorneys for the respective Parties 24 having been heard; an opportunity to be heard having been given 25 to all other persons or entities requesting to be heard in 26 accordance with the Preliminary Approval Order; the Court having 27 determined that notice to McKesson stockholders was adequate and 28

3 [PROPOSED] FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT Case 4:17-cv-01850-CW4:18-cv-00920-CW Document 231-161-15 Filed 04/22/2005/11/21 Page 45 of 1112

1 sufficient; and the entire matter of the proposed Settlement 2 having been heard and considered by the Court; 3 NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED, 4 as follows: 5 1. Definitions – Unless otherwise defined in this 6 Judgment, the capitalized terms used herein shall have the same 7 meaning as they have in the Stipulation. 8 2. Jurisdiction – The Court has jurisdiction over the 9 subject matter of the California Action, including all matters 10 necessary to effectuate the Settlement and this Judgment and over 11 all Parties. 12 3. Incorporation of Settlement Documents – This Judgment 13 incorporates and makes a part hereof: (a) the Stipulation filed 14 with the Court on December 27, 2019; and (b) the Notice and 15 Summary Notice, which were filed with the Court on January 30, 16 2020. 17 4. Derivative Action Properly Maintained; Adequacy of 18 Plaintiffs and Plaintiffs’ Counsel – Based on the record in the 19 California Action, each of the provisions of Rule 23.1 of the 20 Federal Rules of Civil Procedure has been satisfied and the 21 California Action has been properly maintained according to Rule 22 23.1. The California Plaintiffs and Plaintiffs’ Lead Counsel 23 have adequately represented the interests of McKesson and its 24 stockholders both in terms of litigating the California Action 25 and for purposes of entering into and implementing the 26 Settlement. 27 5. Notice – The Court finds that the dissemination of the 28 Notice and publication of the Summary Notice: (a) were

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1 implemented in accordance with the Preliminary Approval Order; 2 (b) constituted notice that was reasonably calculated, under the 3 circumstances, to apprise McKesson stockholders of: (i) the 4 pendency of the Actions; (ii) the effect of the proposed 5 Settlement (including the Releases to be provided thereunder); 6 (iii) Plaintiffs’ Lead Counsel’s application for an award of 7 attorneys’ fees and expenses; (iv) their right to object to the 8 Settlement and/or Plaintiffs’ Lead Counsel’s application for 9 attorneys’ fees and expenses; and (v) their right to appear at 10 the Settlement Hearing; (c) constituted due, adequate, and 11 sufficient notice to all persons and entities entitled to receive 12 notice of the proposed Settlement; and (d) satisfied the 13 requirements of Rule 23.1 of the Federal Rules of Civil 14 Procedure, the United States Constitution (including the Due 15 Process Clause), and all other applicable law and rules. 16 6. Final Settlement Approval and Dismissal of Claims – 17 Pursuant to, and in accordance with, Federal Rule of Civil 18 Procedure 23.1, this Court hereby fully and finally approves the 19 Settlement set forth in the Stipulation in all respects 20 (including, without limitation: the Settlement consideration; the 21 Releases, including the release of the Settled Plaintiffs’ Claims 22 as against the Released Defendant Parties; and the dismissal with 23 prejudice of the claims asserted against Defendants in the 24 California Action), and finds that the Settlement is, in all 25 respects, fair, reasonable, and adequate to the Company and its 26 stockholders. The Parties are directed to implement, perform, 27 28

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1 and consummate the Settlement in accordance with the terms and 2 provisions contained in the Stipulation. 3 7. The California Action and all of the claims asserted 4 against all Defendants in the California Action by the California 5 Plaintiffs are hereby dismissed with prejudice. The Parties 6 shall bear their own costs and expenses, except as otherwise 7 expressly provided in the Stipulation. 8 8. Binding Effect – The terms of the Stipulation and of 9 this Judgment shall be forever binding on the Parties and all 10 McKesson stockholders, as well as their respective successors and 11 assigns. 12 9. Releases – The Releases set forth in paragraphs 9, 10, 13 and 11 of the Stipulation, together with the definitions 14 contained in paragraph 1 of the Stipulation relating thereto, are 15 expressly incorporated herein in all respects. The Releases are 16 effective as of the Effective Date. Accordingly, this Court 17 orders that: (a) without further action by anyone, and subject to 18 Paragraph 10 below, upon the Effective Date of the Settlement, 19 Plaintiffs, the SLC, the Company, and by operation of law the 20 Company’s stockholders shall be deemed to have, and by operation 21 of law and of the Judgment, shall have, fully, finally, and 22 forever discharged, settled, and released, and shall forever be 23 enjoined from commencing or prosecuting, any and all Settled 24 Plaintiffs’ Claims and Settled Litigation Claims (including 25 Unknown Claims) against the Released Defendants’ Parties; (b) 26 without further action by anyone, and subject to Paragraph 10 27 below, upon the Effective Date of the Settlement, Defendants, the 28 SLC, and the Company shall be deemed to have, and by operation of

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1 law and of the Judgment, shall have, fully, finally, and forever 2 discharged, settled, and released, and shall forever be enjoined 3 from commencing or prosecuting, any and all Settled Defendants’ 4 Claims and Settled Litigation Claims (including Unknown Claims) 5 against the Released Plaintiffs’ Parties; (c) without further 6 action by anyone, and subject to Paragraph 10 below, upon the 7 Effective Date of the Settlement, Plaintiffs, Defendants, the 8 Company, and by operation of law the Company’s stockholders shall 9 be deemed to have, and by operation of law and of the Judgment, 10 shall have, fully, finally, and forever discharged, settled, and 11 released, and shall forever be enjoined from commencing or 12 prosecuting, any and all Settled Litigation Claims (including 13 Unknown Claims) against the SLC and the SLC’s Counsel. 14 10. Notwithstanding Paragraphs 9(a)-(c) above, nothing in 15 this Judgment shall bar any action by any of the Parties to 16 enforce the terms of the Stipulation or this Judgment. Also, for 17 the avoidance of doubt, the Settlement does not cover, settle, or 18 release: (i) any direct claims held by any current, former, or 19 future stockholder of McKesson who is not a Plaintiff, including 20 any claims asserting violations of the federal or state 21 securities laws, including, without limitation, claims asserted 22 in Evanston Police Pension Fund v. McKesson Corporation, et al., 23 Case No. 3:18-cv-06525-CRB (N.D. Cal.); or (ii) any claims 24 currently asserted in Henry v. Tyler, et al., Case No. 3:19-cv- 25 2869-CRB (N.D. Cal.). 26 11. No Admissions – Neither this Judgment, the Term Sheet, 27 the Stipulation, including the exhibits thereto, the negotiations 28 leading to the execution of the Term Sheet and the Stipulation,

7 [PROPOSED] FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT Case 4:17-cv-01850-CW4:18-cv-00920-CW Document 231-161-15 Filed 04/22/2005/11/21 Page 89 of 1112

1 nor any proceedings taken pursuant to or in connection with the 2 Term Sheet, the Stipulation, and/or approval of the Settlement 3 (including any arguments proffered in connection therewith): (a) 4 shall be offered against any of the Released Defendants’ Parties 5 or the SLC as evidence of, or construed as, or deemed to be 6 evidence of any presumption, concession, or admission by any of 7 the Released Defendants’ Parties or the SLC with respect to the 8 truth of any fact alleged by Plaintiffs or the validity of any 9 claim that was or could have been asserted or the deficiency of 10 any defense that has been or could have been asserted in the 11 Actions or in any other litigation, or of any liability, 12 negligence, fault, or other wrongdoing of any kind of any of the 13 Released Defendants’ Parties or in any way referred to for any 14 other reason as against any of the Released Defendants’ Parties, 15 in any arbitration proceeding or other civil, criminal, or 16 administrative action or proceeding, other than such proceedings 17 as may be necessary to effectuate the provisions of the 18 Stipulation; (b) shall be offered against any of the Released 19 Plaintiffs’ Parties or the SLC, as evidence of, or construed as, 20 or deemed to be evidence of any presumption, concession, or 21 admission by any of the Released Plaintiffs’ Parties or the SLC 22 that any of the Released Plaintiffs’ Parties’ claims are without 23 merit, that any of the Released Defendants’ Parties had 24 meritorious defenses, or that damages recoverable under the 25 Complaints would not have exceeded the Settlement Consideration 26 or with respect to any liability, negligence, fault, or 27 wrongdoing of any kind, or in any way referred to for any other 28 reason as against any of the Released Plaintiffs’ Parties, in any

8 [PROPOSED] FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT CaseCase 4:18-cv-00920-CW 4:17-cv-01850-CW Document Document 61-15 231-1 Filed Filed 05/11/21 04/22/20 Page Page 10 9 of of 11 12

1 arbitration proceeding or other civil, criminal, or 2 administrative action or proceeding, other than such proceedings 3 as may be necessary to effectuate the provisions of the 4 Stipulation; or (c) shall be construed against any of the 5 Released Parties or the SLC as an admission, concession, or 6 presumption that the consideration to be given in the Settlement 7 represents the amount which could be or would have been recovered 8 after trial; provided, however, that the Parties, the Released 9 Parties, and their respective counsel, the SLC, and the SLC’s 10 Counsel may refer to this Judgment and the Stipulation to 11 effectuate the protections from liability granted hereunder and 12 thereunder, to support any and all defenses or counterclaims 13 based on res judicata, collateral estoppel, release, good-faith 14 settlement, judgment bar or reduction or any other theory of 15 claim preclusion or issue preclusion or similar defense or 16 counterclaim, or otherwise to enforce the terms of the 17 Settlement. 18 12. Award of Attorneys’ Fees and Expenses – Plaintiffs’ 19 Counsel are hereby awarded attorneys’ fees in the amount of 25% 20 of the Cash Settlement Fund, with due consideration given to both 21 the cash settlement and the corporate governance reforms, which 22 constitute an exceptional result. The Court finds the requested 23 attorneys’ fees to be fair and reasonable under Delaware law1 and

24 1 Delaware law governs the fee award here because Delaware law governs the claims in this action. See Second Consolidated 25 Amended Complaint ¶ 10, Docket No. 124 (invoking the Court’s subject matter jurisdiction under 28 U.S.C. § 1332); see also 26 Mangold v. California Pub. Utilities Comm’n, 67 F.3d 1470, 1478 (9th Cir. 1995) (holding that “state substantive law governs the 27 award of fees in diversity actions” as well as the “calculation of the amount of the fee”). The requested attorneys’ fees are 28

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1 consistent with the twenty-five-percent benchmark used in the 2 Ninth Circuit. When cross-checked against the lodestar of 3 $15,020,210.40, the requested attorneys’ fees represent a 2.9 4 multiplier, which is a reasonable multiplier in light of the 5 excellent results that Plaintiffs’ Counsel achieved on behalf of 6 the settlement class members and the risks they undertook to 7 litigate this action on a contingency basis. The Court also 8 finds the requested expenses in the amount of $421,223.91 to be 9 fair, adequate, and reasonable. The Court-awarded attorneys’ 10 fees and expenses shall be paid to Plaintiffs’ Counsel in 11 accordance with the terms of the Stipulation. 12 13. No proceedings or court order with respect to the award 13 of attorneys’ fees and expenses to Plaintiffs’ Counsel shall in 14 any way disturb or affect this Judgment (including precluding 15 this Judgment from being Final or otherwise being entitled to 16 preclusive effect), and any such proceedings or court order shall 17 be considered separate from this Judgment. 18 14. Retention of Jurisdiction – Without affecting the 19 finality of this Judgment in any way, this Court retains 20 continuing jurisdiction over the Parties and all McKesson 21 22 23 24

25 within the range approved by Delaware courts in similar cases. See, e.g., Americas Mining Corp. v. Theriault, 51 A.3d 1213, 26 1259-60 (Del. 2012) (“A study of recent Delaware fee awards finds that the average amount of fees awarded when derivative and class 27 actions settle for both monetary and therapeutic consideration is approximately 23% of the monetary benefit conferred; the median 28 is 25%.”) (citations and internal quotation marks omitted).

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1 stockholders for purposes of the administration, interpretation, 2 implementation, and enforcement of the Settlement. 3 15. Modification of the Stipulation – Any further 4 amendments or modifications of the Stipulation or any exhibits 5 attached thereto to effectuate the Settlement shall only be made 6 with the prior approval of the Court. 7 16. Termination of Settlement – If the Settlement is 8 terminated as provided in the Stipulation or the Effective Date 9 of the Settlement otherwise fails to occur, this Judgment shall 10 be vacated, rendered null and void, and be of no further force 11 and effect, except as otherwise provided by the Stipulation, and 12 this Judgment shall be without prejudice to the rights of the 13 Parties or any McKesson stockholders, and the Parties shall 14 revert to their respective litigation positions in the Actions as 15 of October 15, 2019. 16 17. Entry of Final Judgment – There is no just reason to 17 delay the entry of this Judgment as a final judgment in the 18 California Action. Accordingly, the Clerk of the Court is 19 expressly directed to immediately enter this final judgment in 20 the California Action. 21 IT IS SO ORDERED. 22 23 Dated: April 22, 2020 CLAUDIA WILKEN 24 United States District Judge 25 26 27 28

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1 CATHERINE D. KEVANE (CSB No. 215501) [email protected] 2 MARIE C. BAFUS (CSB No. 258417) [email protected] 3 VINCENT BARREDO (CSB No. 275518) [email protected] 4 FENWICK & WEST LLP 555 California Street, 12th Floor 5 San Francisco, CA 94104 Telephone: 415.875.2300 6 Facsimile: 415.281.1350

7 Attorneys for Defendants Nicholas Woodman, Brian McGee, Anthony Bates, Edward Gilhuly, 8 Kenneth Goldman, Peter Gotcher, Alexander Lurie, Michael Marks, Lauren Zalaznick, Susan Lyne, 9 Rick Welts, Charles “CJ” Prober, and Nominal Defendant GoPro, Inc. 10 11 UNITED STATES DISTRICT COURT

LLP NORTHERN DISTRICT OF CALIFORNIA AW L

EST 13 W

OAKLAND DIVISION & 14 TTORNEYS AT A ENWICK

F 15 IN RE GOPRO STOCKHOLDER Lead Case No.: 4:18-cv-00920-CW 16 DERIVATIVE LITIGATION (Consolidated with Case No. 4:18-cv-01284-CW)

17 EX. C - [PROPOSED] FINAL ORDER AND JUDGMENT 18 19

20 This Document Relates To:

21 All Actions.

23 24 25 26 27

EX. C - [PROPOSED] FINAL ORDER AND JUDGMENT Case No.: 4:18-cv-00920-CW Case 4:18-cv-00920-CW Document 61-16 Filed 05/11/21 Page 2 of 5

1 This matter came before the Court for hearing pursuant to the Court’s Preliminary Approval 2 Order dated ______, 2021 (the “Preliminary Approval Order”), on the application of 3 the parties for final approval of the settlement set forth in the Stipulation and Agreement of 4 Settlement dated February 4, 2021 (the “Stipulation”). Due and adequate notice having been given 5 to Current GoPro Shareholders as required in said Preliminary Approval Order, and the Court 6 having considered all papers filed and proceedings had herein and otherwise being fully informed 7 in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, 8 AND DECREED that: 9 1. Unless otherwise stated herein, all capitalized terms contained in this Final Order 10 and Judgment shall have the same meaning and effect as stated in the Stipulation. 11 2. The Court has jurisdiction over the subject matter of the above-captioned matter (the

12 “California Derivative Action”) and over the Settling Parties in the above-captioned matter.

LLP AW

L 3. The Court finds that the Notice of Pendency and Proposed Settlement of Shareholder EST 13 W

& 14 Derivative Litigation (the “Notice”) was given in accordance with the Preliminary Approval Order TTORNEYS AT A

ENWICK entered on April 1, 2021, and that such Notice was reasonable, constituted the most practicable F 15 16 notice under the circumstances to Current GoPro Shareholders, and complied with the requirements 17 of Federal Rule of Civil Procedure 23.1 and due process. 18 4. The Court hereby approves the Settlement set forth in the Stipulation and finds that 19 the Settlement is, in all respects, fair, reasonable, and adequate to each of the Settling Parties, and

20 further finds that the Settlement is in the best interests of GoPro and Current GoPro Shareholders. 21 The Court hereby directs the Settling Parties to perform the terms of the Settlement as set forth in 22 the Stipulation. 23 5. The Court hereby dismisses the California Derivative Action with prejudice and 24 without costs to Derivative Defendants, except as otherwise provided below. 25 6. Upon the Effective Date, the Releasing Parties, their Related Persons, and anyone 26 making claims through or on behalf of any of them shall be deemed to, and by operation of this 27 Final Order and Judgment shall, have fully, finally, and forever released, relinquished, and

28 discharged any and all of the Released Claims (including Unknown Claims) against each and all of

EX. C - [PROPOSED] FINAL ORDER AND JUDGMENT 1 Case No.: 4:18-cv-00920-CW Case 4:18-cv-00920-CW Document 61-16 Filed 05/11/21 Page 3 of 5

1 the Released Persons and any and all claims arising out of, relating to, or in connection with the 2 defense, settlement, or resolution of the California Derivative Action, Delaware Derivative Actions, 3 and the Booth Demands against the Released Persons. 4 7. Upon the Effective Date, each of the Derivative Defendants and their Related 5 Persons shall be deemed to have fully, finally, and forever released, relinquished, and discharged 6 Settling Shareholders and Settling Shareholders’ Counsel from all claims (including any claims 7 related to Unknown Claims), arising out of, relating to, or in connection with the institution, 8 prosecution, assertion, settlement, or resolution of the California Derivative Action, the Delaware 9 Derivative Actions, the Booth Demands, or the Released Claims. 10 8. Nothing herein shall in any way impair or restrict the rights of any Settling Party to 11 enforce the terms of the Stipulation.

12 9. The Court hereby approves the sum of $______for the payment of

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L Settling Shareholders' Counsels' attorneys' fees and expenses ("Fee and Expense Award") and finds EST 13 W

& 14 that the Fee and Expense Award is fair and reasonable. The Fee and Expense Award shall be TTORNEYS AT A

ENWICK distributed in accordance with the terms of the Stipulation. F 15 16 10. The Court hereby approves incentive awards of $______for each of the 17 Settling Shareholders to be paid from the Fee and Expense Award in recognition of Settling 18 Shareholders' participation and effort in the prosecution of the derivative claims. 19 11. During the course of the litigation, all Settling Parties and their counsel acted in

20 good faith and complied with Rule 11 of the Federal Rules of Civil Procedure and any similar rule 21 or statute. 22 12. Neither the Stipulation nor the Settlement contained therein, nor any term or 23 provision contained in the Stipulation, nor any act performed or document executed pursuant to or 24 in furtherance of the Stipulation or the Settlement, nor any of the negotiations or proceedings 25 connected with the Stipulation or Settlement (including this Final Order and Judgment or any other 26 orders or judgments entered in connection with the Stipulation or Settlement), is nor shall be 27 construed as nor deemed to be, nor may be used as: (a) an admission, presumption, concession, or

28 evidence of the truth of any of the allegations in the California Derivative Action, the Delaware

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Case 4:18-cv-00920-CW Document 61-16 Filed 05/11/21 Page 4 of 5

1 Derivative Actions, the Booth Demands, the validity of any Released Claim, or any liability, fault, 2 culpability wrongdoing, or omission of any kind of the Derivative Defendants or Released Persons, 3 or the Court’s jurisdiction over the Released Persons for purpose of the Released Claims or for any 4 other purpose; (b) an admission or concession by Settling Shareholders or any GoPro shareholder 5 of any infirmity in the claims asserted in any pleading in the California Derivative Action or the 6 Delaware Derivative Actions; or (c) an admission, presumption, concession, or evidence of any 7 liability, fault, culpability, wrongdoing, or omission of any kind of any of the Released Persons, 8 and shall not be referred to or offered in evidence, in any pending or future civil, criminal, or 9 administrative action or proceeding in any court, administrative agency, or other tribunal or forum, 10 except (i) in a proceeding to enforce this Stipulation, (ii) in any action that may be brought against 11 the Released Persons to support a defense or counterclaim based on principles of res judicata,

12 collateral estoppel, full faith and credit, release, good faith settlement, judgment bar or reduction

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L or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim, or EST 13 W

& 14 (iii) or as otherwise required by law. The Released Persons may file the Stipulation and/or this TTORNEYS AT A

ENWICK Final Order and Judgment in any action that may be brought against them in order to support a F 15 16 defense or counterclaim based on principles of res judicata, collateral estoppel, equitable estoppel, 17 judicial estoppel, release, good-faith settlement, judgment bar or reduction, or any theory of claim 18 preclusion or issue preclusion or similar defense or counterclaim. 19 13. Without affecting the finality of this Final Order and Judgment in any way, this

20 Court hereby retains continuing jurisdiction over: (a) implementation of this Settlement; and (b) all 21 Settling Parties and the Settling Parties’ counsel hereto for the sole purpose of construing, 22 enforcing, and administering the Stipulation and this Final Order and Judgment. 23 14. No proceeding, appeal, or petition pertaining solely to the Fee and Expense Award 24 or reversal or modification thereof, shall operate to terminate, modify or cancel the Stipulation, or 25 affect or delay the Effective Date or the finality of this Judgment. 26 15. In the event that the Settlement does not become effective in accordance with the 27 terms of the Stipulation, the Judgment shall be vacated, and all orders entered and releases delivered

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Case 4:18-cv-00920-CW Document 61-16 Filed 05/11/21 Page 5 of 5

1 in connection with the Stipulation and this Judgment shall become null and void, except as 2 otherwise provided for in the Stipulation. 3 16. Pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, this Court hereby 4 finally approves the Stipulation and Settlement in all respects, and orders the Settling Parties to 5 perform its terms to the extent the Settling Parties have not already done so. 6 17. There is no reason for delay in the entry of this Final Order and Judgment and 7 immediate entry by the Clerk of the Court is expressly directed by the Court. 8 Dated: ______, 2021

9 The Honorable Claudia Wilken United States District Judge 10

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20 21 22 23 24 25 26 27

EX. C - [PROPOSED] FINAL ORDER AND JUDGMENT 4 Case No.: 4:18-cv-00920-CW