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1 JAMES J. PIZZIRUSSO (admitted pro hac vice) [email protected] 2 HAUSFELD, LLP 1700 K Street NW 3 Washington, DC 20006 4 Telephone: (202) 540-7200 Facsimile: (202) 540-7201 5 MICHAEL P. LEHMANN (Cal. Bar No. 77152) 6 [email protected] HAUSFELD LLP 7 44 Montgomery Street, Suite 3400 8 San Francisco, CA 94104 Telephone: (415) 633-1908 9 Facsimile: (415) 358-4980

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11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 13 14 LORA AND CLAY WOLPH, on behalf of CASE NO. CV-09-01314 JSW themselves and all others similarly situated, 15 CLASS ACTION Plaintiffs, 16 DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF 17 vs. PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES, LITIGATION 18 ACER AMERICA CORPORATION, a COSTS AND INCENTIVE AWARDS California corporation, 19 (Assigned to the Honorable Jeffrey S. White) 20 Defendant.

21 [Complaint Filed: March 25, 2009]

22 Date: October 4, 2013 Time: 9:00 a.m. 23 Crtrm.: 11

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25 26 27

28 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 James J. Pizzirusso declares: 2 1. I am a partner in the law firm of Hausfeld LLP, attorneys of record for Plaintiffs 3 Lora and Clay Wolph and the Class (“Plaintiffs”) and Court-appointed Co-Lead Class Counsel. I 4 am an attorney duly admitted to practice pro hac vice before this Court. 5 2. I am one of the attorneys principally responsible for the handling of this matter. I 6 am personally familiar with the facts set forth in this declaration. If called as a witness I could and 7 would competently testify to the matters stated herein. I make this declaration in support of 8 Plaintiffs’ Motion for Motion for Attorneys’ Fees, Expenses and Incentive Awards.

9 I. THE WORK PERFORMED BY HAUSFELD LLP 10 3. I am the head of the Consumer Protection practice group at Hausfeld LLP. I have 11 been involved in litigating, trying, and settling dozens of consumer class action cases in California 12 and elsewhere. While other attorneys also assisted, I assigned one mid-level associate, Melinda 13 Coolidge, to the matter, and she and I primarily handled this case for our firm. Hausfeld LLP has 14 offices in Washington, DC; Philadelphia, PA; San Francisco, CA; and London, UK. While I am 15 located in our Washington office, my San Francisco office also worked on this case given that the 16 case was pending there. 17 4. Since its inception, Hausfeld LLP has vigorously pursued this case on behalf of the 18 plaintiffs. Hausfeld LLP was primarily responsible for putting the litigation team together and 19 developing the factual and liability theories to prevail on class certification and at trial. This 20 included significant research about Acer laptops, computer memory requirements, and teaming 21 with consultants and experts who assisted Plaintiffs in presenting their case. 22 5. The attorneys at Hausfeld LLP have been heavily involved at each stage of the 23 litigation of this case, including: (1) research and drafting the initial complaint; (2) opposing 24 Defendant Acer America Corporation’s (“Acer” or “Defendant”) Motion to Dismiss and 25 Amending Plaintiffs’ Complaint; (3) conducting discovery (including drafting requests, reviewing 26 and filing motions related to inadequate answers, responding to discovery requests, reviewing 27 documents, and taking and defending depositions); (4) interviewing, retaining, and closely

28 working with experts; (5) drafting Plaintiffs’ Motion for Class Certification; (6) opposing 1 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 Defendant’s Petition to Appeal the Court’s Class Certification Order pursuant to Federal Rule of 2 Civil Procedure 23(f); (7) opposing Defendant’s Motion for Reconsideration; and (8) strategizing 3 and negotiating settlement, preparing for and attending multiple mediations, preparing mediation 4 briefs, and finalizing the terms of the Settlement Agreement.

5 A. Drafting the Class Complaint and Opposing Acer’s Motion to Dismiss 6 6. As the Complaint details, this case arises out of an alleged product defect relating 7 to certain models of Acer notebook computers that came bundled and pre-installed with Microsoft 8 Windows Vista Home Premium, Business, or Ultimate operating system (collectively referred to 9 herein as “Vista Premium”), and which also contained 1 gigabyte (“GB”)1 of Random Access 10 Memory (“RAM”) or less of shared system memory (“Class Notebooks”). Plaintiffs alleged that 11 the Class Notebooks, which were promoted, distributed, and sold with the Vista Premium 12 operating system, did not contain sufficient system memory to properly operate Vista Premium. 13 This caused the Class Notebooks to suffer various performance problems, including slow load 14 times, lock-ups, and crashing. 15 7. Prior to filing this lawsuit, Hausfeld LLP conducted extensive research, 16 investigation, and analysis into the facts relating to this lawsuit. Hausfeld LLP investigated the 17 performance capabilities of the Class Notebooks, the system memory requirements for Vista 18 Premium, and the experience of similarly situated consumers with the Class Notebooks. Hausfeld 19 LLP also examined the claims of Plaintiffs Lora and Clay Wolph, reviewed their evidence, and 20 strategized with the litigation team about the filing of a civil action. 21 8. Hausfeld LLP took a lead role in the initial drafting and revising of Plaintiffs’ class 22 action Complaint. After filing the Complaint, Hausfeld LLP continued to investigate relevant facts 23 and review complaints filed by consumers on various websites. 24 9. After the Complaint was filed, Hausfeld LLP participated in the initial 25 teleconferences with Acer’s counsel to discuss case management. 26

27 1 1 GB of RAM is the same as 1028 megabytes (“MB”) of RAM. 28 2 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 10. Acer moved to dismiss the Complaint. Hausfeld LLP reviewed and analyzed 2 Acer’s Motion to Dismiss, and was heavily involved in researching and drafting plaintiffs’ 3 opposition. 4 11. Hausfeld LLP attorneys traveled to the hearing on Defendant’s Motion to Dismiss 5 and prepared to handle the oral argument. The Court vacated the hearing, however, and 6 subsequently issued an order granting in part and denying in part Defendant’s Motion to Dismiss 7 on September 14, 2009. 8 12. Hausfeld LLP took a lead role in the drafting of Plaintiffs’ First Amended 9 Complaint, including drafting additional allegations regarding the nature and circumstances of the 10 alleged defect in the Class Notebooks and consumers’ reactions, in response to the Court’s order. 11 Acer answered Plaintiffs’ First Amended Complaint on October 21, 2009 and the case continued.

12 B. Discovery and Preparation for Class Certification 13 13. Hausfeld LLP took primary responsibility or assisted in numerous day to day 14 activities in litigating the case. For example, Hausfeld LLP assisted in the preparation of two joint 15 Case Management Conference Statements. 16 14. Hausfeld LLP took a lead role in discovery efforts against Acer and third parties. 17 For example, Hausfeld LLP drafted Plaintiffs’ first set of written discovery which was served on 18 November 25, 2009. Plaintiffs’ discovery requests sought the production of information pertaining 19 to class certification and liability. 20 15. Hausfeld LLP was also involved in meet and confers with Acer’s counsel to resolve 21 disputes related to Acer’s insufficient discovery responses. For example, when Acer refused to 22 produce documents relating to the performance testing of the Class Notebooks, Hausfeld LLP took 23 the lead in drafting a letter to the Court regarding the parties’ discovery dispute and presented 24 Plaintiffs’ argument during the telephonic discovery hearing. Magistrate Judge Joseph C. Spero 25 ultimately ordered the production of these disputed documents. 26 16. In response to Plaintiffs’ discovery requests, Acer produced hundreds of thousands 27 of pages of hard copy and electronic documents, as well as two massive customer service

28 databases containing Class Member contact information, registration information, and 3 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 communications between Acer and its customers relating to the Class Notebooks. These databases 2 contained hundreds of thousands of entries. Hausfeld LLP extensively reviewed and analyzed 3 these documents and data to prepare for class certification and to build and present their case on 4 the merits. 5 17. Hausfeld LLP also prepared for and took (or second chaired) the depositions of 6 various Acer employees. For example, on November 5, 2010, I prepared for and took the 7 deposition of Acer employee Michael Lipari. Hausfeld LLP also drafted written interrogatories to 8 Acer employee Kevin Chang, who was located in Taiwan, regarding the technical specifications, 9 capabilities and qualities of the Class Notebooks.

10 C. Third Party Discovery, Depositions and Subpoenas 11 18. Plaintiffs also sought documents and information from relevant third parties, 12 including Microsoft Corporation, Sutherland Corporation, and Electro Meridian Imaging (“EMI”). 13 19. Hausfeld LLP assisted in preparing a deposition subpoena of Microsoft, meeting 14 and conferring with Microsoft’s counsel, and reviewing and analyzing the documents that 15 Microsoft produced to Plaintiffs in response to the subpoena. 16 20. I personally prepared for and took the deposition of Microsoft’s designated witness, 17 Vernon Reed, which took place on July 2, 2010 in Bellevue, Washington. 18 21. Hausfeld LLP also assisted in the preparation of a subpoena to Sutherland Global 19 Services, the company responsible for handling warranty repairs and inquiries relating to the Class 20 Notebooks on behalf of Acer. This subpoena focused on obtaining information relating to repairs 21 and complaints arising from the alleged defect with the Class Notebooks. 22 22. Hausfeld LLP reviewed and revised the deposition subpoena served on third party 23 Electro Meridian Imaging (“EMI”), which sold the acupuncture software that was purchased and 24 used by Plaintiffs Lora and Clay Wolph on their Class Notebook. Acer contended that this 25 software was the source of the Plaintiffs’ complaints about their laptop. After receiving an 26 unsatisfactory initial response from EMI, Hausfeld LLP and Pearson, Simon & Warshaw, LLP 27 (“PSW”) met and conferred with EMI and obtained a declaration from EMI President, Dr. John A.

28 Amaro, relating to the technical specifications and requirements for EMI software. 4 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 D. Work with Experts in Preparation for Class Certification 2 23. Hausfeld LLP interviewed and retained two technical experts, Ronald Alepin and 3 Todd Stefan, to examine and provide their opinion on the defective nature of the Acer notebooks. 4 Hausfeld primarily worked with Mr. Alepin and PSW primarily worked with Mr. Stefan. 5 24. Mr. Alepin utilized his expertise in designing, testing, and developing system 6 software and hardware to examine: (1) whether the Class Notebooks had sufficient memory to 7 adequately run the Vista Premium; (2) whether the complaints and inquiries from consumers 8 running the Class Notebooks were indicative of problems associated with insufficient memory; 9 and (3) whether damages could be established on a common basis. 10 25. Hausfeld LLP assisted Mr. Alepin by gathering materials needed for his report and 11 obtaining additional discovery from Acer crucial to Mr. Alepin’s analysis. Hausfeld LLP held 12 numerous calls with Mr. Alepin regarding the progress and scope of his expert examination and 13 ensured that Mr. Alepin had the information he needed to conduct his analysis for class 14 certification. Hausfeld LLP also assisted Mr. Alepin in preparing his declaration in support of 15 Plaintiffs’ Motion for Class Certification. 16 26. Hausfeld LLP also assisted PSW in working with Mr. Stefan.

17 E. Plaintiffs’ Motion for Class Certification 18 27. Hausfeld LLP researched and assisted in drafting Plaintiffs’ Motion for Class 19 Certification and supporting materials. Hausfeld LLP and PSW primarily broke this brief up into 20 sections where Hausfeld focused on the facts and PSW focused on the law. Hausfeld LLP worked 21 extensively with Mr. Alepin, and consulted the class representatives and numerous complaint 22 websites, in order to understand and present the facts related to the alleged defect in a clear and 23 concise fashion. Hausfeld LLP was cognizant of the issues necessary to certify and try a national 24 class action under Rule 23 utilizing common proof. 25 28. Hausfeld LLP’s efforts, through time consuming and methodical analysis of the 26 substantial evidence produced in this case, produced a motion for class certification that 27 demonstrated Plaintiffs’ ability to litigate this case on a class-wide basis. Hausfeld LLP also

28 5 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 prepared evidence supporting Plaintiffs’ Motion for Class Certification, including providing a 2 declaration and documentary evidence obtained from Acer and other sources. 3 29. After filing Plaintiffs’ Motion for Class Certification, Hausfeld LLP prepared for 4 the depositions of Plaintiffs’ experts Todd Stefan and Ronald Alepin and solely defended the 5 deposition of Mr. Alepin. 6 30. Acer filed over 300 pages in opposition to Plaintiffs’ motion for class certification, 7 and relied extensively on the declaration of one expert, Dr. Alan Smith. 8 31. I prepared for and took the deposition of Defendant’s sole expert, Dr. Smith. Given 9 that Acer relied extensively on Dr. Smith in opposing class certification, this was a crucial 10 deposition to Plaintiffs’ case. As a result of this deposition, Plaintiffs uncovered information that 11 was subsequently used in seeking to strike Dr. Smith’s declaration. 12 32. Hausfeld LLP researched and assisted in the drafting of Plaintiffs’ Reply in support 13 of their Motion for Class Certification. Hausfeld LLP also took the lead in drafting Plaintiffs’ 14 Motion to Strike the Declaration of Dr. Alan Smith. 15 33. After filing Plaintiffs’ reply and supporting documents, Hausfeld LLP prepared for 16 the hearing on Plaintiffs’ Motion for Class Certification as I was going to handle the oral argument 17 for Plaintiffs. Hausfeld LLP also assisted in drafting the reply in support of Plaintiffs’ Motion to 18 Strike the Declaration of Dr. Alan Smith. 19 34. On March 25, 2011, the Court certified this case as a national class action lawsuit.

20 F. Acer’s Rule 23(f) Petition to Appeal the Court’s Order Granting Class 21 Certification and Motion for Stay 22 35. Hausfeld LLP researched and assisted in the drafting of Plaintiffs’ Opposition to 23 Acer’s Petition for Permission to Appeal Pursuant to Federal Rule of Civil Procedure 23(f) (“Rule 24 23(f) Petition”). 25 36. Hausfeld LLP also assisted in researching and drafting the opposition to Acer’s 26 Motion to Stay pending resolution of the Rule 23(f) petition. Hausfeld LLP and PSW met and 27 conferred with Acer regarding a limited stay during the pendency of Acer’s Rule 23(f) Petition.

28 6 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 Pursuant to these discussions, the parties entered into a stipulation to stay non-notice related 2 discovery. Acer’s Rule 23(f) Petition was denied on June 28, 2011.

3 G. Acer’s Motion for Reconsideration 4 37. On July 8, 2011, Acer filed a Motion for Leave to File a Motion for 5 Reconsideration of the Court’s Order Granting Class Certification, in light of the Supreme Court’s 6 decision in Wal-Mart v. Dukes. Hausfeld LLP reviewed and analyzed this motion and developed a 7 strategy to oppose the motion and assisted in drafting a response. 8 38. The Court granted Acer leave to file its Motion for Reconsideration on November 9 28, 2011, and Acer filed a revised Motion for Reconsideration on December 9, 2011. Hausfeld 10 LLP also assisted in drafting Plaintiffs’ Opposition to Acer’s Motion for Reconsideration, which 11 was filed on December 23, 2011. On March 23, 2012, the Court denied Acer’s Motion for 12 Reconsideration. 13 39. Hausfeld LLP was involved with devising a plan for taking merits discovery and 14 the further prosecution of the case through trial.

15 H. Notice to the Class 16 40. Following the Court’s Order granting class certification, Hausfeld LLP assisted in 17 developing a national notice plan. Hausfeld LLP also met and conferred with Acer’s attorneys 18 regarding obtaining contact information for potential class members and the mechanisms for 19 providing notice to the Class. 20 41. Hausfeld LLP continued these efforts during the pendency of Acer’s Rule 23(f) 21 Petition and Motion to Reconsider, to ensure that Plaintiffs could proceed with the distribution of 22 notice to the class as soon the Court had ruled on these motions. 23 42. Hausfeld LLP researched and assisted with the drafting of Plaintiffs’ Motion for 24 Approval of Class Notice Plan and proposed notices, which the Court ultimately approved. 25 43. After Acer’s appeal was denied, the parties agreed to engage in settlement 26 discussions and to mediate before Judge Daniel H. Weinstein (Ret.). The initial mediation took 27 place on May 30, 2012. Hausfeld LLP assisted in drafting a detailed mediation brief, prepared for,

28 and attended this mediation. 7 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 44. At the mediation, the discussion was often heated and it appeared that no deal 2 would be reached. Nevertheless, at the conclusion of the session, the parties reached a tentative 3 agreement for a potential resolution of the case, although there were still many details to be 4 worked out. 5 45. In the months following this initial mediation, Hausfeld LLP engaged in additional 6 negotiations regarding the terms of a class settlement and the relief to the Class Members 7 thereunder as there were numerous areas of contention that needed to be resolved. 8 46. On August 2, 2012, the parties signed a settlement term sheet that reflected the 9 terms of their settlement agreement and the relief to the class provided thereunder. The parties did 10 not reach an agreement upon or negotiate reimbursement of attorneys’ fees and costs prior to 11 agreeing to the terms of class relief. 12 47. After the parties reached an agreement on the terms of relief to the Class Members, 13 Mr. Warshaw and Acer met in person on September 24, 2012 at which time they negotiated and 14 reached an agreement on attorneys’ fees and costs, subject to approval of the Court. While I was 15 not at the meeting, Mr. Warshaw and I stayed in close communication throughout the meeting. 16 48. Hausfeld LLP assisted in negotiating a term sheet regarding attorneys’ fees and 17 costs, which was signed by the parties on September 26, 2012. Agreeing on the final details of the 18 settlement, and finalizing a written Settlement Agreement took several months after the main 19 terms had been agreed upon. The settlement negotiations were hard fought and at several points it 20 appeared that a final resolution might not be reached. Hausfeld LLP participated in these 21 negotiations and played an integral role in negotiating and drafting all terms of the Settlement 22 Agreement and working with Mr. Alepin to ensure that the settlement would resolve class 23 members’ concerns. 24 49. The parties executed the Settlement Agreement on January 16, 2013.

25 I. Obtaining Preliminary Approval of the Settlement 26 50. Hausfeld LLP assisted in researching and drafting a Motion for Preliminary 27 Approval of the Settlement Agreement. After it was filed, the Court entered an Order requiring

28 further briefing regarding the Motion for Preliminary Approval of Class Action Settlement. 8 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 Hausfeld LLP assisted in meeting and conferring with Acer to explore ways in which the parties 2 could address the Court’s concerns, as well as to amend the Settlement Agreement as necessary. 3 51. The efforts of Hausfeld LLP and their co-counsel resulted in the adoption of an 4 Amended Settlement Agreement that was formalized and filed with the Court on April 10, 2013. 5 Hausfeld LLP assisted in drafting a supplemental brief in support of preliminary approval that 6 addressed the issues raised in the Court’s February 26, 2013 Order. 7 52. The Court granted Plaintiffs’ Motion for Preliminary Approval of the Settlement 8 Agreement on April 11, 2013.

9 J. Notice and Settlement Administration 10 53. After obtaining preliminary approval, Hausfeld LLP worked with the claims 11 administrator and defense counsel to disseminate notice to the class members and facilitate the 12 claims procedures. 13 54. Class Counsel paid for an additional round of email notice (and anticipates one 14 more) to the Class in order to ensure Class Members received notice and could participate in the 15 settlement.

16 K. Motion for Attorneys’ Fees, Costs and Incentive Awards and Final Approval 17 55. Hausfeld LLP assisted in drafting Plaintiffs’ Motion for Attorneys’ Fees, Costs and 18 Incentive Awards and the supporting documents, which are being filed concurrently with this 19 declaration. Hausfeld LLP will spend additional time responding to any objections to Plaintiffs’ 20 request for attorneys’ fees, costs and incentive awards. 21 56. Hausfeld LLP will also assist in researching and drafting Plaintiffs’ Motion for 22 Final Approval of the Settlement Agreement, which is due on August 8, 2013. Hausfeld LLP also 23 anticipates it will spend time preparing for and attending the Fairness Hearing in this case on 24 October 4, 2013.

25 II. Hausfeld LLP’s Lodestar for Work Performed in This Litigation 26 57. Attached hereto as Exhibit A is a summary of the total hours billed on this case and 27 the hourly rates for Hausfeld LLP through June 27, 2013 (“Summary Report”). The Summary

28 Report shows 2,034.55 hours of work, with a total lodestar of $815,121.25 using historical rates, 9 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 and $967,776.00 using current rates. This summary was prepared from contemporaneous time 2 records reflecting the usual rates of Hausfeld LLP attorneys. All work reported by attorneys and 3 paralegals on behalf of the class members was performed on a wholly contingent basis. The 4 historical rates set forth in the Summary Report are the applicable hourly rates in effect at the time 5 work was performed. The current rates set forth in the Summary Report are the rates currently 6 charged. These rates are the same rates charged to hourly clients. 7 58. The breakdown of the hours and the amount of fees expended by Hausfeld LLP in 8 this case is as follows: 9 Category Hours Historical Rates Current Rates

10 Attorney Meeting / 256.30 $98,391.00 $110,390.00 Strategy 11 12 Court Appearance 106.00 $44,965.00 $55,715.00 13 Discovery 553.00 $230,695.50 $282,803.00 14 Experts - Work or 147.20 $68,589.50 $81,764.50 Consult 15 Research 214.65 $72,094.25 $82,082.50 16 Pleadings / Motions 561.40 $204,922.50 $255,266.50 17 18 Settlement 196.00 $95,463.50 $99,754.50 19 Totals 2034.55 $815,121.25 $967,776.00

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21 III. The Accomplishments and Experience of Hausfeld LLP Attorneys 22 59. Attached hereto as Exhibit B is a true and correct copy of the firm summary for 23 Hausfeld LLP, which reflects the experience and accomplishments of the attorneys working on 24 this case and demonstrates the reasonableness of the hourly rate they charged in the prosecution of 25 this action. This firm summary reflects that the attorneys in this case successfully adjudicated 26 some of the largest and most important class action lawsuits in the United States.

27 60. The hourly rates charged by Hausfeld LLP in this case are the standard hourly fees 28 charged by these attorneys for each period that the work was performed. These hourly rates have 10 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 been approved by courts presiding over actions brought by Hausfeld LLP, including cases 2 reflected in the firm resume. Of particular note are three decisions approving the hourly rates of 3 the work performed of Hausfeld LLP attorneys: In Re: TFT-LCD (Flat Panel) Antitrust Litigation, 4 Case No. MDL 3:07-md-1827 (N.D. Cal. Dec. 19, 2011); In re Processed Egg Products Antitrust 5 Litigation, No. 08-md-2002, 2012 WL 5467530 at *6 (E.D. Pa. Nov. 9, 2012); In re Endosurgical 6 Prods. Direct Purchaser Antitrust Litig., No. 05-cv-08809 (C.D. Cal. May 11, 2009). 7 61. Attached hereto as Exhibit C is a true and correct copy of the Amended Order 8 Granting Direct Purchaser Class Plaintiffs’ Motion for Attorneys’ Fees, Reimbursement of 9 Expenses, and Incentive Awards, In Re: TFT-LCD (Flat Panel) Antitrust Litigation, Case No. 10 MDL 3:07-md-1827 SI (N.D. Cal. Dec. 19, 2011). The Court in In Re: TFT-LCD (Flat Panel) 11 Antitrust Litigation approved the application of Hausfeld LLP and its co-counsel for over $120 12 million in attorneys’ fees and approved the hourly rates of Hausfeld attorneys. These hourly rates 13 were set forth and attached to the Declaration of Hausfeld LLP partner Michael P. Lehmann, a true 14 and correct copy is attached in relevant part hereto as Exhibit D.2 15 62. Attached hereto as Exhibit E is a true and correct copy the Order awarding 16 attorneys’ fees and costs in In re Processed Egg Products Antitrust Litigation, No. 08-md-2002, 17 2012 WL 5467530 at *6 (E.D. Pa. Nov. 9, 2012). In In re Processed Egg Products Antitrust 18 Litigation, U.S. District Court Judge Pratter approved my – and my firm’s – hourly rates, and fee 19 request. These hourly rates were set forth as an exhibit to the Declaration of Michael D. Hausfeld, 20 a true and correct copy of which is attached hereto as Exhibit F.3 21 63. Attached hereto as Exhibit G is a true and correct copy of the Order approving fee 22 award in In re Endosurgical Prods. Direct Purchaser Antitrust Litig., No. 05-cv-08809 (C.D. Cal. 23 May 11, 2009), ECF No. 195. The Court in In re Endosurgical Prods. Direct Purchaser Antitrust 24 Litigation approved the application of Hausfeld LLP and its co-counsel for attorneys’ fees and 25

26 2 Unrelated exhibits have been removed from the Declaration of Michael P. Lehmann. 27 3 Unrelated exhibits have been removed from the Declaration of Michael D. Hausfeld. 28 11 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 approved the hourly rates of Hausfeld attorneys and legal professionals. These hourly rates were 2 set forth and attached to the Declaration of Hausfeld LLP partner Brent W. Landau, a true and 3 correct copy is attached in relevant part hereto as Exhibit H.4 4 64. Based on my experience and practice, I believe the hourly rates charged by 5 Hausfeld LLP are consistent with the rates in the Washington, DC and San Francisco, CA legal 6 communities for attorneys of similar caliber and experience.

7 IV. The Expenses Incurred by Hausfeld LLP 8 65. Attached hereto as Exhibit I is a true and correct summary of expenses incurred by 9 Hausfeld LLP during the course of this litigation. The expenses pertaining to this case are reflected 10 in the books and records of my firm. This expense summary was prepared based on expense 11 vouchers, check records and other documents and are an accurate record of the expenses. Exhibit I 12 indicates a total of $73,397.42 in expenses by Hausfeld LLP to date in connection with the 13 prosecution of this litigation. I believe the litigation expenses incurred were reasonable and 14 necessary given the complex nature and nationwide scope of the case.

15 V. The Reasonableness of the Incentive Awards Sought by the Class Representatives 16 66. I believe an incentive award of $5,000 each for Plaintiffs and Class Representatives 17 Lora and Clay Wolph is reasonable. Each of the Plaintiffs dedicated their time and effort in 18 assisting Class Counsel in the adjudication of this class action lawsuit. Plaintiffs have reviewed 19 and responded to written discovery and produced documents relevant to this litigation. Plaintiffs 20 have each had their depositions taken. Plaintiffs have remained involved and dedicated to this case 21 from its inception and have missed out on other opportunities, as a result. They have also 22 participated in settlement negotiations and ultimately reviewed and approved the settlement 23 agreements in this case. They turned over their Class Notebook for discovery and examination and 24 have been unable to utilize it for the duration of this lawsuit. Furthermore, Plaintiffs have willingly 25 associated their names with a class action lawsuit against a large and well-known corporation and 26

27 4 Unrelated exhibits have been removed from the Declaration of Brent W. Landau. 28 12 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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1 had their names publicized in connection with this lawsuit. The amount that Plaintiffs would 2 recover under the settlement only compensates them for injuries suffered as a result of their 3 defective computers and does not take into account the time and effort they have expended in this 4 case.

5 VI. Class Members’ Reaction to the Settlement and Current Claim Statistics 6 67. Although the claims period will not be complete for some time, the reaction of the 7 Settlement Agreement has been exceedingly positive. To date, over 38,000 Class members have 8 filed claims and only one class member has filed an objection. 9 I declare under penalty of perjury under the laws of the United States of America that the 10 foregoing is true and correct. 11 Executed on July 9, 2013, in Washington, DC. 12

13 James J. Pizzirusso 14

15 16 17 18 19 20 21 22 23 24 25 26 27 28 13 CV-09-01314 JSW DECLARATION OF JAMES J. PIZZIRUSSO IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’

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EXHIBIT A

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Hausfeld LLP Time and Lodestar (Historical Rates)

Timekeeper Name Title Rate Hours Lodestar Bailey, Jr., Arthur N. Partner $550.00 9.30 $5,115.00 Bone, Diane Paralegal $275.00 28.80 $7,920.00 Butterfield, William P. Partner $825.00 1.30 $1,072.50 Coolidge, Melinda R. Associate $275.00 214.40 $58,960.00 $300.00 143.70 $43,110.00 $375.00 63.60 $23,850.00 Elder, Candice Paralegal $275.00 0.20 $55.00 Jenkins, Spencer H. Associate $220.00 24.50 $5,390.00 Jones, Megan E. Partner $510.00 0.50 $255.00 Landau, Brent W. Partner $425.00 4.75 $2,018.75 $470.00 1.00 $470.00 $550.00 0.40 $220.00 Lehmann, Michael P. Partner $800.00 6.00 $4,800.00 $930.00 0.50 $465.00 Lewis, Richard S. Partner $750.00 12.00 $9,000.00 $825.00 11.00 $9,075.00 Lucas, Brian Paralegal $215.00 13.00 $2,795.00 $230.00 8.50 $1,955.00 $255.00 95.90 $24,454.50 Lucina, William E. Paralegal $230.00 22.00 $5,060.00 Mitchell, James Paralegal $300.00 0.50 $150.00 Muller, Michael Paralegal $290.00 0.30 $87.00 Olson, Steig D. Partner $425.00 2.00 $850.00 Pizzirusso, Jamie J. Partner $355.00 4.50 $1,597.50 $425.00 159.90 $67,957.50 $470.00 753.10 $353,957.00 $550.00 206.00 $113,300.00 $560.00 39.10 $21,896.00 Sandberg, Amanda Paralegal $255.00 122.50 $31,237.50 $275.00 2.00 $550.00 Scharff, Joshua B. Law Clerk $200.00 74.50 $14,900.00 Stubbs, Kristina Paralegal $250.00 1.00 $250.00 $275.00 0.20 $55.00 $300.00 6.30 $1,890.00 $310.00 1.30 $403.00 Grand Total 2,034.55 $815,121.25

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Hausfeld LLP Time and Lodestar (Current Rates)

Timekeeper Name Title Rate Hours Lodestar Bailey, Jr., Arthur N. Partner $600 9.30 5,580.00 Bone, Diane Paralegal $300 28.80 8,640.00 Butterfield, William P. Partner $890 1.30 1,157.00 Coolidge, Melinda R. Associate $410 421.70 172,979.00 Elder, Candice Paralegal $290 0.20 58.00 Jenkins, Spencer H. Associate $325 24.50 7,962.50 Jones, Megan E. Partner $600 0.50 300.00 Landau, Brent W. Partner $560 6.15 3,444.00 Lehmann, Michael P. Partner $930 6.50 6,045.00 Lewis, Richard S. Partner $890 23.00 20,470.00 Lucas, Brian Paralegal $255 117.40 29,937.00 Lucina, William E. Paralegal $255 22.00 5,610.00 Mitchell, James Paralegal $310 0.50 155.00 Muller, Michael Paralegal $290 0.30 87.00 Olson, Steig D. Partner $470 2.00 940.00 Pizzirusso, Jamie J. Partner $560 1,162.60 651,056.00 Sandberg, Amanda Paralegal $275 124.50 34,237.50 Scharff, Joshua B. Law Clerk $220 74.50 16,390.00 Stubbs, Kristina Paralegal $310 8.80 2,728.00

Grand Total 2,034.55 $967,776.00

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EXHIBIT B

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202 540 7200 ph 202 540 7201 fax

1700 K Street, NW Suite 650 Washington, DC 20006

HAUSFELD LLP FIRM SUMMARY

Hausfeld LLP ranks among the world’s top claimants’ firms. Renowned for our skillful prosecution of complex and class-action litigation, we represent individuals, businesses, and organizations—domestically and internationally—in the areas of antitrust/competition law, human and civil rights, mass torts, environmental threats, securities fraud, and consumer protection. For decades Hausfeld LLP attorneys have vigorously advocated for aggrieved claimants, achieving noteworthy trial victories and settlements while contributing to the development of law in the United States and abroad. The firm has offices in Washington, D.C., Philadelphia, San Francisco, and London, with affiliated offices throughout Europe, Asia, Latin America, Canada, Africa and Australia.

Hausfeld LLP was founded by Michael D. Hausfeld, who is widely recognized as one of the country’s top civil litigators and a leading expert in the fields of private antitrust/competition enforcement and international human rights. The New York Times has described Mr. Hausfeld as one of the nation’s “most prominent antitrust lawyers” while Washingtonian Magazine characterizes him as a lawyer who is “determined to change the world—and succeeding,” noting that he “consistently brings in the biggest judgments in the history of law.”

Under Mr. Hausfeld’s leadership, Hausfeld LLP attorneys have studied the recent global integration of markets—and responded with innovative legal theories and a creative approach to claims in new and emerging markets. The firm’s pursuit of global justice has also yielded a diverse array of clients, including Native Alaskans, Holocaust survivors, and apartheid victims in South Africa.

LEADERSHIP IN LANDMARK LITIGATION

Courts have appointed Hausfeld LLP and its attorneys as lead class counsel, co-lead class counsel, or managerial counsel in over 30 class-action antitrust, consumer-protection, mass-tort, and sports and entertainment cases, with leadership positions in numerous other cases:

Antitrust • Ace Delivery & Moving, Inc. v. Horizon Lines, LLC, No. 08-cv-00207 (D. Alaska) • In re Air Cargo Shipping Services Antitrust Litig., No. 06-md-1775 (E.D.N.Y.) • In re Automotive Aftermarket Lighting Products Antitrust Litig., No. 09-ML-2007-GW (PJW) (C.D. Cal.) • Bruce Foods Corp. v. SK Foods, LP, No. 2:09-cv-00027-MCE-EFB (E.D. Cal.) • In re Chocolate Confectionary Antitrust Litig., No. 08-mdl-1935 (M.D. Pa.) • In re Endosurgical Products Direct Purchaser Antitrust Litig., No. SACV 05-8809 JVS (MLGx) (C.D. Cal.) • In re Flat Glass Antitrust Litig., No. 2:08-mc-00180 (W.D. Pa.) • In re Florida Cement and Concrete Antitrust Litig., No. 09-23187-CIV-ALTONAGA/Brown (S.D. Florida) • In re Fresh and Process Potatoes Antitrust Litig., No. 4:10-MD-2186-BLW (D. Id.) (Executive Committee)

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• In re Hydrogen Peroxide Antitrust Litig., No. 05-cv-666 (E.D. Pa.) • In re International Air Passenger Surcharge Antitrust Litig., No. M:06-md-01793 (N.D. Cal.) • Kohlder Manufacturing Co., Inc. v. Kason Industries, Inc. et al, No. 1:10-cv-01875-WSD (N.D. Ga.) • In re Methyl Methacrylate Antitrust Litig. (“MMA”), No. 06-md-1768 (E.D. Pa.) • In re Municipal Derivatives Antitrust Litig., No. 08-cv-2516 (S.D.N.Y.) • In re New Jersey Tax Sales Certificates Antitrust Litig., No. 12-1893 (D.N.J.) • In re NCAA Student-Athlete Name & Likeness Licensing Litig., No. C09-1967 CW (N.D. Cal.) • In re Optical Disk Drive Antitrust Litig., No. 3:10-md-02143-VRW (N.D. Cal.) (Executive Committee) • In re OSB Antitrust Litig., No. 06-cv-826 (E.D. Pa.) • In re Polyurethane Foam Antitrust Litig., No. 1:10-md-02196-JZ (N.D. Ohio) • In re Pressure Sensitive Labelstock Antitrust Litig., MDL No. 1556 (M.D. Pa.) • In re Processed Egg Products Antitrust Litig., No. 2:08-cv-04653 (E.D. Pa.) • In re Rail Freight Fuel Surcharge Antitrust Litig., No. 1:07-mc-00489-PLF-JMF (D.D.C.) • In re Transpacific Passenger Air Transport Antitrust Litig., No. 3:07-cv-05634 (N.D. Cal.) • In re Vitamins Antitrust Litig., MDL No. 1285 (D.D.C.) • In re Vitamin C Antitrust Litig., No. 1:06-md-01738-DGT-JO (E.D.N.Y.) • In re LIBOR-Based Financial Instruments Antitrust Litig., No. 11-MD-2262 (S.D.N.Y.)

Consumer Protection • Kairoff v. Dropbox, Inc., No. 4:11-cv-02508-PJH (N.D. Cal.) • Radosti, et al. v. Envision EMI, LLC, No. 1:09-CV-00887-CKK (D.D.C.) • Ross v. Trex Co., Inc., No. 5:09-CV-00670 (N.D. Cal.) • In re Sony PS3 “Other OS” Litig., No. CV-10-1811-RS (N.D. Cal.) • In re Tyson Foods, Inc., Chicken Raised without Antibiotics Consumer Litig., No. 1:08-md- 01982-RDB (D. Md.) • Wolph v. Acer America Corp., No. CV-09-01314-VRW (N.D. Cal.)

Mass Tort • In re Chinese-Manufactured Drywall Products Liability Litig., MDL No. 2047 (E.D. La.) (Of Counsel to Plaintiffs’ Steering Committee) • In re National Football League Players’ Concussion Injury Litig., No. 2:12-md-02323-AB (E.D. Pa.) (Plaintiffs’ Executive Committee and Liaison Counsel) • In re Prempro Products Liability Litigation, No. 4:03-cv-01507-WRW (E.D. Ark.) (Plaintiffs’ Steering Committee)

Financial Services • In re Commodity Exchange, Inc. Silver Futures and Options Trading Litig., No. 1:11-md- 02213-RPP (S.D.N.Y.) (Interim Plaintiffs’ Steering Committee). • MTB Investment Partners LP v. Siemens Hearing Instruments Inc., No. 2:12-cv-00340 (D. N. J.)

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Sports & Entertainment • Dryer v. Nat’l Football League, No. 0:09-cv-02182-PAM-AJB (D. Minn.) • Eller v. Nat’l Football League, No. 11-CV–639 (D. Minn.) • James v. UMG Recordings, Inc., No. 11-CV-1613-SI (N.D. Cal.) • Sister Sledge v. Warner Music Group, 3:12-cv-00559-RS (N.D. Cal.)

RECENT ACCOLADES AND ACHIEVEMENTS

• In October 2012, for the second time since its inception four years ago, Hausfeld LLP was named by the National Law Journal in its prestigious “Plaintiffs’ Hot List” as one of the premier plaintiffs’ firms in the country. The editorial highlighted the Air Cargo litigation stating:

“Michael Hausfeld’s law firm helped to oversee the extraction of an additional $200 million during the last 12 months from air carriers accused of a massive conspiracy to fix prices for hauling air cargo, bringing the total take from 17 settlements during the past three years to $485 million.”

• The Legal 500, May 2012, placed Hausfeld LLP in Tier 1 for the antitrust category of Mass Tort and Class Action Plaintiffs Representation. The publication also listed Michael Hausfeld, Megan Jones and Brian Ratner as “Leading Lawyers” stating that:

“Hausfeld LLP has ‘a deep and strong knowledge of the antitrust practice’, and is recognized as ‘among the very top’ firms in the space. Its 13-partner group is based in Washington DC, San Francisco, Philadelphia and also internationally in London. Recent highlights include acting as one of four co-lead counsel for the class in the cartel case, In re Air Cargo Antitrust Shipping Litigation, and securing $241m in related settlements during 2011 to add to the $128m secured in 2010, and $85m in 2009. It acted as one of the co-lead counsel in In re Vitamin C Litigation in which allegations of collusion and price-fixing were brought against Chinese manufacturers of vitamin C, which admitted the charge but brought an interesting defense by invoking the foreign sovereign compulsion doctrine. The US District Court for the Eastern District of New York denied defendants’ motions for summary judgment, rejecting the notion that the Chinese government was responsible for their conduct. The group has carved a niche in sports-related antitrust class action, with two currently pending, including In re NCAA Student-Athlete Name & Likeness Litigation. Brian Ratner ‘thinks strategically, is an excellent negotiator and has a solid foundation of substantive law’. Andrew Bullion, ‘powerhouse’ Michael Hausfeld and Megan Jones are also recommended.”

• Lawdragon named Michael Hausfeld as one of the 500 Leading Lawyers in America for 2011 and 2012.

• In February 2012, The Global Competition Review cited Hausfeld LLP as “…one of—if not the—top antitrust plaintiffs’ firms in the US.” They also recognized that, “The team’s sister practice in London, Hausfeld & Co, has been at the forefront of private antitrust litigation in Europe.”

• Law360 selected three partners, Megan Jones, Brian Ratner, and James Pizzirusso as “Rising Stars Under 40” in 2012.

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• The 2011 and 2012 Benchmark Plaintiff Guide to America’s Leading Plaintiff Firms and Attorneys identified Hausfeld LLP as one of the top “Tier 1” Antitrust firms in the country, naming several Hausfeld LLP partners as “Antitrust Litigation Stars”—more than any other firm in both years. Further, the Guide listed Hausfeld LLP as one of the “Highly Recommended” Plaintiff firms in Washington, DC for both years, naming four of its partners as “Local Litigation Stars” as well. The 2011 Guide noted:

“Michael Hausfeld, the founder and chairman of the firm, is a Goliath in the plaintiffs’ bar having earned his esteemed reputation as a leading litigator with record-breaking decisions won by advancing unconventional legal theories. Known for success in human rights, antitrust and complex commercial litigation, he is also considered one of the country’s best negotiators. William Butterfield, Hilary Scherrer and James Pizzirusso bring decades of invaluable expertise and experience to the firm’s practice.”

• The US Legal 500 publication identified Hausfeld LLP as one of the top three antitrust plaintiffs’ firms nationwide in 2011:

“Led by the renowned Michael Hausfeld, Hausfeld LLP has rapidly established itself at the plaintiff’s bar since its inception in 2008, bringing to bear its ‘crucial experience of the tactics which may be employed by both sides in litigation’. The group has a dedicated focus on complex antitrust litigation and class actions, and ‘provides creative advice to resolve issues’. In June 2010, the firm reached a $25m settlement with defendants Land O’Lakes, Moark and Norco Ranch in In re Processed Egg Products Antitrust Litigation. The firm had filed the first case in this action alleging a national conspiracy of supply reduction and price fixing in the egg industry. The firm also saw In re Ethylene Propylene Diene Monomer (EPDM) Antitrust Litigation through to successful settlement in 2010 after seven years, winning class certification on summary judgment in 2009 and the subsequent Second Circuit appeal in 2010. The case was finally settled six months before the trial began. The firm also has a London office through which it is pursuing action against an alleged global cartel. Andrew Bullion and Megan Jones are recommended for having a ‘good understanding of business and operational environments’.”

• The National Law Journal named Hausfeld LLP to the 2010 Plaintiffs’ Hot List, as well:

“Since its inception in 2008, 23-attorney Hausfeld has quickly positioned itself as a leader in antitrust and class action litigation. Washington-based Chairman Michael Hausfeld’s firm has established new frontiers for plaintiffs’ legal recovery, while pursuing global cartels and representing victims of apartheid. That case resulted in a groundbreaking ruling by the U.S. Court of Appeals for the 2d Circuit that aiding and abetting violations of international law are actionable under the Alien Tort Claims Act. The firm claims recoveries worth $300 million during the past 12 months.”

• In 2010, the US Legal 500 publication also listed Hausfeld LLP among the top three antitrust plaintiffs’ firms in the country:

“Hausfeld LLP brands as a global plaintiff representation firm, targeted at providing justice to both individuals and businesses, and antitrust litigation is one of five key areas of expertise.…[T]he firm has been appointed co-lead counsel in over 20 significant cases. The firm is headquartered in Washington DC, and also has offices in New York, Philadelphia, San Francisco and London. One client ranks the firm as ‘the best I have ever worked with’… Recommended lawyers include the firm’s founder, Washington DC-based Michael Hausfeld, an

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experienced veteran who is ‘inventive and determined’. Also in Washington DC, Brian Ratner is an ‘engaging, highly competent professional who can simplify complex antitrust matters and make them comprehensible to a non-antitrust attorney’, and Andrew Bullion, ‘experienced, knowledgeable and easy to communicate with’. In Philadelphia, Brent Landau is ‘very professional and personable’. “

• The US Legal 500 publication honored Hausfeld LLP as one of the top antitrust plaintiffs’ firms in the country in 2009.

• In March 2009, the firm finalized a historic global-settlement agreement with Parker ITR concerning the company’s involvement in an international marine hose cartel. The settlement agreement was the first private resolution of a company’s global-cartel liability without any arbitration, mediation, or litigation. It thus signaled opportunities never before possible for dispute resolution, and it provides a new model for global-cartel settlements going forward. Major oil company purchasers and other significant marine-hose purchasers have signed or agreed to sign the settlement agreement.

• Hausfeld LLP is court-appointed lead counsel (with special responsibility for stewardship of non-US claims) in the Air Cargo Antitrust Litigation on behalf of air-freight customers opposing a group of international airlines who allegedly fixed prices on air-freight shipping. This case has already resulted in settlements worth over $485 million. Michael Hausfeld is one of the lead settlement negotiators for the claimants.

• Hausfeld LLP is also court-appointed co-lead counsel in the Air Passenger Antitrust Litigation representing thousands of air travelers worldwide opposing British Airways and Virgin Atlantic Airways for allegedly fixing prices of air-passenger transportation from the UK to all long-haul destinations in the world (as well as the opposite routes). Hausfeld LLP lawyers secured in this action the first recovery for foreign citizens based on foreign antitrust law in a US antitrust case. European citizens and businesses have benefited significantly from this settlement, which provided equal compensation for domestic and foreign air passengers.

• Hausfeld LLP lawyers also successfully litigated and settled foreign claims in Kruman v. Christie’s International PLC. et al., marking the first time that non-US claimants received, as a class, compensation for violation of competition laws (the fixing of auction commissions)—a milestone in both US antitrust jurisprudence and European recovery.

STERLING REPRESENTATION

Given Hausfeld LLP’s depth of experienced lawyers, history, profile, and recent successes, the firm is widely considered to be a leader in the antitrust bar. Hausfeld LLP lawyers have an exemplary record of:

. Leading or participating in the world’s most significant plaintiffs’ private antitrust- enforcement actions; . Cutting-edge innovation in private antitrust enforcement in the US and abroad; and . Building one of the largest and most talented plaintiffs’ private antitrust enforcement teams in the US, the UK, and Europe.

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As international cartels invade the marketplace—and global enforcement bodies struggle to keep up—Hausfeld LLP is able to provide unparalleled legal advice and superior representation for claimants anywhere on the planet. Hausfeld LLP’s unique position and skill sets are frequently acknowledged by leading defense firms as well, who commend Hausfeld LLP attorneys (in public and in private) while seeking global “peace” for their cartelist clients.

LEGAL INNOVATION

Hausfeld LLP lawyers have hosted, lectured at, and participated in numerous conferences throughout six continents. Among the topics addressed have been the pursuit of damages actions in the US and the EU on behalf of EU and other non-US plaintiffs; private civil enforcement of EU competition laws; the Supreme Court decision in Empagran; the principle of international comity; monopolization; and emerging issues in electronic discovery. Hausfeld LLP attorneys have presented before regulators, judges, business leaders, in-house counsel, private lawyers, public-interest advocates, and institutional investors. They have also written extensively on these subjects and many others, and they have led key competition-policy debates around the world.

INDIVIDUAL REPRESENTATION HIGHLIGHTS

• FINRA Arbitration

Hausfeld LLP attorneys recently represented a public technology company, recovering millions of dollars that its investment advisor had invested in auction rate securities (ARS).

The client’s investment advisor was aware that with any auction rate security, there exists the possibility that there will not be a sufficient number of buyers to match the number of auction rate securities that holders want to sell in any given auction. If this happens, the auction “fails” and the holders will not be able to sell their auction rate securities at par value. In 2007, the ARS market failed when major financial institutions stopped supporting auctions.

On behalf of its client, Hausfeld LLP attorneys commenced an arbitration proceeding with the Financial Industry Regulatory Authority in November 2009. Discovery established that the investment advisor was clearly on notice of the vulnerability of the ARS market prior to the auction failures. Despite this awareness, it breached fiduciary obligations to the client to protect the liquidity of the investment portfolio. The matter was resolved in February 2011 through a settlement that restored liquidity to the client’s investment portfolio.

Hausfeld was able to successfully and privately resolve this matter for its client in less than twenty-four months with very little disruption to the client’s business operations.

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NON-COMPETITION MATTERS

In addition to their cutting-edge work in the competition and antitrust fields, Hausfeld LLP lawyers have been at the forefront of leading human rights, civil rights, environmental, mass tort, consumer, and other complex matters litigated in the United States and abroad. Richard Lewis, for example, is presently lead counsel in an international environmental and human rights case involving drinking water contamination in Bhopal, India. Mr. Lewis is also a member of the Plaintiff’s Steering Committee in the federal Hormone Replacement Therapy (“HRT”) mass-tort litigation as well as the Chinese-Manufactured Drywall litigation and on the executive committee for the NFL concussions injury litigation.

Highlights:

• Holocaust Litigation

In the historic Swiss banking litigation, Michael Hausfeld served, pro bono, as co-lead counsel for Holocaust survivors against the Swiss banks that collaborated with the Nazi regime during World War II by laundering stolen funds, jewelry, and art treasures. Michael Hausfeld obtained a $1.25 billion settlement. In re Holocaust Victim Assets Litig., No. CV 96-4849 (ERK) (MDG) (E.D.N.Y.). He was also a lead counsel in litigation by survivors of World War II-era forced and slave labor against the German companies that profited from the labor of concentration camp inmates. This litigation, which resulted in an unprecedented settlement of $5.2 billion for approximately two million claimants, was resolved through multinational negotiations that included both defendants and plaintiffs’ counsel, and the governments of several countries.

• In re Chinese-Manufactured Drywall Products Liability Litig., MDL No. 2047 (E.D. La.).

Richard Lewis helped try the Germano v. Taishan property damages and remediation matter on behalf of seven Virginia homeowners. The Court ordered plenary relief for the homeowners in the amount of $2.6 million and determined the standard for remediation of a damaged Chinese drywall home. Mr. Lewis was instrumental in the Daubert briefing and argument as well as the trial testimony of several experts, and was successful in excluding significant portions of the defense experts’ opinions.

• In re The Exxon Valdez Litig., No. A89-095 Civ. (D. Alaska).

Michael Hausfeld was selected from dozens of attorneys around the country by federal and state judges in Alaska to serve as co-lead counsel for plaintiffs in the largest environmental case in United States history, which resulted in a jury verdict of more than $5 billion (reversed and remanded; further proceedings pending).

• In re Diet Drug Litig. (Fen-Phen), MDL No. 1203 (E.D. Pa.).

As a member of the Plaintiffs’ Management Committee and Sub-Class Counsel, Richard Lewis played a major part in the success of the Fen-Phen diet drug litigation and settlement. Mr. Lewis and other plaintiffs’ counsel achieved one of the largest settlements ever obtained in a mass tort case—$3.75

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billion—on behalf of millions of U.S. consumers who used diet drugs that are associated with heart valve damage.

• In re StarLink Corn Products Liability Litig., MDL No. 1403. (N.D. Ill.).

Richard Lewis was co-lead counsel and successfully represented U.S. corn farmers in a national class action against Aventis CropScience USA Holding and Garst Seed Company, the manufacturer and primary distributor of StarLink corn seeds. StarLink is a genetically modified corn variety that the United States government permitted for sale as animal feed and for industrial purposes but never approved for human consumption. Yet StarLink was found in corn products sold in grocery stores across the country and was traced to widespread contamination of the U.S. commodity corn supply. The settlement, which provided more than $110 million for U.S. corn farmers, was the first successful resolution of tort claims brought by farmers against the manufacturers of genetically modified seeds.

• Roberts v. Texaco, Inc., 94-Civ. 2015 (S.D.N.Y.).

Michael Hausfeld represented a class of African-American employees in this landmark litigation that resulted in what was at that time the largest race-discrimination settlement in history ($176 million in cash, salary increases, and equitable relief).

• The Southern Farmers Association v. Shell (Christ Church, Barbados, W.I.)

James Pizzirusso successfully represented dozens of farmers and landowners in Barbados whose crop lands and properties were contaminated as a result of Shell’s negligence in allowing jet fuel to leak from underground pipelines. This was one of the first mass environmental settlements of its kind in Barbados.

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INDEX

Annex 1 of this resume is a list of quotes from journalists and publications concerning the work of Hausfeld LLP attorneys, as well as awards and recognitions. Annex 2 provides individual profiles of Hausfeld LLP attorneys. Annex 3 contains information about the firm’s London affiliate Hausfeld & Co. LLP and its attorneys. Annex 4 is a list of publications by Hausfeld attorneys. Finally, Annex 5 provides contact information for the firm’s various offices.

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ANNEX 1

Quotes from Journalists and Publications Concerning the Work of Hausfeld LLP Attorneys

“Anthony Maton at Hausfeld & Co has been quietly building a formidable team at the class action specialist...” - Legal Business, 2012

“Hausfeld LLP has ‘a deep and strong knowledge of the antitrust practice’, and is recognized as ‘among the very top’ firms in the space.” - The Legal 500, 2012

“…leading the way in anti-competitive class actions and, in the face of stiff competition, is building a practice to envy in [London].” - The Lawyer, 2012

“Michael Hausfeld’s law firm helped to oversee the extraction of an additional $200 million during the past 12 months from air carriers accused of a massive conspiracy to fix prices for hauling cargo, bringing the total take from 17 settlements during the past three years to $485 million.” - National Law Journal, Plaintiffs’ Hot List, 2012

“Hausfeld is an internationally respected law firm committed to applying innovative legal strategy in pursuit of redress for its clients. . . . Firm founder and chairman, Michael Hausfeld, is considered one of the nation’s preeminent litigators. Over the course of his career he has handled some of the largest class- action cases in the realms of human rights, discrimination and antitrust.” - Benchmark Plaintiff Guide, 2012

“Since opening the practice in 2008, Michael Hausfeld and the 20-lawyer team at Hausfeld have established themselves as one of – if not the – top plaintiffs’ antitrust firms in the US…What’s more, in the three years since it formed, Hausfeld has secured close to US$700 million for its antitrust clients… The team’s sister practice in London, Hausfeld & Co, has been at the forefront of private antitrust litigation in Europe.” - Global Competition Review, 2012

“With a well developed focus in the areas of antitrust, human and civil rights, mass torts, environmental threats, securities fraud and consumer protection, Hausfeld is rapidly growing into an international powerhouse.” - Benchmark Plaintiff Guide, 2011

“Since its inception in 2008, 23-attorney Hausfeld has quickly positioned itself as a leader in antitrust and class action litigation…The firm claims recoveries worth $300 million during the past 12 months.” - National Law Journal, Plaintiffs’ Hot List, 2010

“The team’s sister practice in London, Hausfeld & Co, has been at the forefront of private antitrust litigation in Europe.” “One of the nation’s preeminent antitrust class-action lawyers, [Michael] Hausfeld has been at the forefront of many historic and precedent-setting cases.” - Washingtonian Magazine, December 2009, “Thirty Stars of the Bar” feature

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In 2009, US Legal 500 described Michael Hausfeld as “an outstanding antitrust litigator.” - US Legal 500, 2009

In 2008, US Legal 500 discussed the work of Hausfeld LLP lawyers, noting that the firm’s attorneys are “involved in the first antitrust case in the US against Chinese manufacturers, in which the plaintiffs are alleging that major Chinese pharmaceutical companies conspired to fix prices and control export output of Vitamin C. The case raises thorny issues about the government’s role in the defendants’ pricing, and its output decisions.”

US Legal 500 also discussed the firm’s attorneys’ involvement in a “nationwide class action brought by the State of Mississippi, the City of Chicago and Fairfax County, Virginia against 37 leading banks, insurance companies and brokers alleging widespread price-fixing and bid-rigging in the multi-billion dollar municipal derivatives industry dating back to 1992.”

In conclusion, US Legal 500 noted that the firm’s attorneys’ continue “to pick up instructions on some of the most significant cases around, both purely domestic and those with an international element. This impressive success, both nationally and away from home, prompts clients to confirm that the firm manages to get ‘a high percentage of the overall work’, and that the firm is ‘recognized as one of the top firms.’ “ - US Legal 500, 2008

“Hausfeld haunts errant companies ranging from managed healthcare providers to makers of genetically engineered foods and bulk vitamins.” - Lawdragon, January 2008

In 2007, US Legal 500 noted that Hausfeld LLP lawyers “have been particularly active in cases surrounding the aviation industry in recent times and [are], for instance, currently representing distribution company Niagara Frontier Distribution in class-action litigation pertaining to allegations that a group of major air cargo carriers conspired to inflate airfreight surcharges, a case that has already yielded an initial settlement in the region of $80m. Lawyers at the firm are furthermore acting on behalf of Swedish furniture chain IKEA in a proposed class action suit involving similar claims. . . . Further recent highlights include the recovery of $28.8m for a class of retailers in a monopolization suit against tape manufacturer 3M, and a lead role in litigation surrounding an alleged hydrogen peroxide cartel.”

“Wins for Valdez victims and Holocaust survivors built [Michael Hausfeld’s] reputation.” - Lawdragon, March 2006

“I want to mention on the record the extraordinary work of the Hausfeld firm in the preparation and the submission of this claim. Mr. Hausfeld in numerous other claims as well has exhibited the type of professionalism and skill that have made the Fund a success and my job that much easier. I am grateful to him for his zeal, competence and professionalism.” - Ken Feinberg, Special Master, 9/11 Victim’s Compensation Fund.

“Antitrust defense lawyers view Michael Hausfeld as among the top three or four antitrust litigators in the country on the plaintiffs’ side. The reason: his ability to score multimillion-dollar recoveries from major corporations over alleged monopolistic and price-fixing conduct. Seen as “really a very, very aggressive” litigator, Hausfeld is not one to shy away from a tough fight and has supplemented his antitrust focus with a broad range of cases focusing on civil rights and international human rights. He represented Holocaust survivors in their suits to get World War II-era assets back from European Banks.” - Lawdragon, October 2005

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“More importantly, the ingenuity here comes heavily from the lawyers on the plaintiff’s side. It was they who spotted something others had missed – based on an ambiguity in a ‘foreign assistance’ statute – and ran with it, all the way to the Supreme Court. Indeed the amazing aspect of F. Hoffman-LaRoche, Ltd. v. Empagran is not so much the answers it provided but that some of the questions needed answering at all.” - David Samuels, from “Matter of the Year,” Global Competition Review, Feb. 2005, in reference to the Empagran case.

“Hausfeld could be sweetness and light one moment and anger and darkness the next. He was unpredictable and at times unreasonable. . . . But he was central to any successful negotiation because he had a keen sense of where the bottom line was.” - Stuart Eizenstat on the Holocaust cases, The London Times, Sept. 28, 2004.

The Washingtonian has listed Michael Hausfeld for the past several years as one of Washington’s 75 best lawyers, proclaiming Michael Hausfeld to be “the country’s best-known litigator of big lawsuits with hundreds of plaintiffs and multiple defendants.”

Representative Awards and Recognitions

“Women Worth Watching”, Diversity Journal 2013 Reena Gambhir

Law360’s Rising Stars Under 40, 2012 Megan Jones, James Pizzirusso, and Brian Ratner,

Top Antitrust Lawyers Washingtonian 2011-2012 Michael Hausfeld

Washington, DC’s Best Lawyers 2012 American Lawyer Magazine Michael Hausfeld

Co-Chair of ABA Task Force on Civil Redress Michael Hausfeld (appointed for 2011-2012 and 2012-2013 terms)

Vice Chair of the ABA Antitrust Section’s Trade, Sports, and Professional Associations Committee (2012-2013 term) James J. Pizzirusso

Vice Chair of the ABA Antitrust Section’s Communications and Digital Technology Industries Committee (2012-2013 term) Megan Jones

Member of the ABA Antitrust Section’s International Cartel Task Force (2012-2013 term) Reena Gambhir

Antitrust Litigation Stars Benchmark Plaintiff Litigation Guide 2012 Michael Hausfeld, Hilary Scherrer, Brian Ratner

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DC Local Litigation Stars Benchmark Plaintiff Litigation Guide 2012 Michael Hausfeld, William Butterfield, Hilary Scherrer, James Pizzirusso, Brian Ratner

Antitrust Litigation Stars Benchmark Plaintiff Litigation Guide 2011 Michael Hausfeld, William Butterfield, Hilary Scherrer, James Pizzirusso

DC Local Litigation Stars Benchmark Plaintiff Litigation Guide 2011 Michael Hausfeld, William Butterfield, Hilary Scherrer, James Pizzirusso

Washington, DC Super Lawyer Super Lawyers Magazine, 2012 Michael Hausfeld and Megan Jones

Northern California Super Lawyer Super Lawyers Magazine, 2012 Michael Lehmann

500 Leading Lawyers in America Lawdragon, May 2010 and 2012 Michael Hausfeld

“40 under 40” Legal Times, July 2009 Brian Ratner named one of the top Washington-area lawyers under forty years of age.

2009 Attorneys Who Matter The Ethisphere Institute Michael Hausfeld named in a short list of “attorneys who matter” in the field of corporate compliance.

2009 Chambers USA Michael Hausfeld cited in category of Products Liability: Plaintiffs Fellow, Litigation Counsel of America.

Competition Law 360 Hilary Scherrer, Editor

Women Antitrust Plaintiffs Attorneys A national industry organization founded by Megan E. Jones in 2008.

ABA Antitrust Section’s Transition Taskforce The taskforce, of which Michael Hausfeld was a member, advised the incoming Obama Administration

Legal Times Visionaries, May 2008 Michael Hausfeld listed among 30 “Visionaries” in the Washington legal community

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50 Most Powerful People in DC GQ Magazine; September, 2007 Michael Hausfeld named #40.

Fierce Sister Award, Summer 2007 Michael Hausfeld recognized for his work on the Japanese Comfort Women case

500 Leading Plaintiffs’ Lawyers in America Lawdragon, Winter 2007 Michael Hausfeld

International World-Shakers The Lawyer (UK), February 8, 2007 Michael Hausfeld named as one of top 40 international lawyers “making waves” in the UK.

500 Leading Lawyers Lawdragon, Fall 2007 & Fall 2006 Michael Hausfeld

500 Leading Litigators Lawdragon, Spring 2006 Michael Hausfeld

100 Most Influential Lawyers The National Law Journal, June 19, 2006 Michael Hausfeld named as one of “the most influential lawyers in America.”

Runner up for Matter of the Year Global Competition Review, February 2005 Michael Hausfeld praised for ingenuity in how the Empagran case was prosecuted.

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ANNEX 2 Members of the Firm Michael D. Hausfeld

Michael D. Hausfeld, one of the country’s top civil litigators, is the Chairman of Hausfeld LLP.

His career has included some of the largest and most successful class actions in the fields of human rights, discrimination and antitrust law. He has an abiding interest in social reform cases and was among the first lawyers in the U.S. to assert that sexual harassment was a form of discrimination prohibited by Title VII; he successfully tried the first case establishing that principle. He represented Native Alaskans whose lives were affected by the 1989 Exxon Valdez oil spill. Later, he negotiated a then-historic $176 million settlement from Texaco, Inc. in a racial-bias discrimination case

In Friedman v. Union Bank of Switzerland, Mr. Hausfeld represented a class of Holocaust victims whose assets were wrongfully retained by private Swiss banks during and after World War II. The case raised novel issues of international banking law and international human rights law. In a separate case, he also successfully represented the Republic of Poland, the Czech Republic, the Republic of Belarus, the Republic of Ukraine and the Russian Federation on issues of slave and forced labor for both Jewish and non-Jewish victims of Nazi persecution. He currently represents Khulumani and other NGOs in a litigation involving the abuses under apartheid law in South Africa.

Mr. Hausfeld has a long record of successful litigation in the antitrust field, on behalf of individuals and classes, in cases involving monopolization, tie-ins, exclusive dealings and price fixing. He was a member of the ABA Antitrust Section’s Transition Taskforce, which advised the incoming Obama Administration. Mr. Hausfeld is or has been co-lead counsel in antitrust cases against manufacturers of genetically engineered foods, managed healthcare companies, bulk vitamin manufacturers, technology companies and international industrial cartels. He is involved in ongoing investigations of antitrust cases abroad and pioneers private enforcement competition laws globally. He was the only private lawyer permitted to attend and represent the interests of consumers worldwide in the 2003 closed hearings by the EU Commission in the Microsoft case.

Mr. Hausfeld has been featured in many articles and surveys. The National Law Journal has recognized him as one of the “Top 100 Influential Lawyers in America” and the Legal Times named Mr. Hausfeld among the top 30 “Visionaries” in the Washington legal community in 2008. The New York Times referred to Mr. Hausfeld as one of the nation’s “most prominent antitrust lawyers,” and in 2009 the Washingtonian named him one of thirty “Stars of the Bar.” Most recently, the Global Competition Review stated that Hausfeld LLP “is clearly recognized as one of the best plaintiffs firms in the country.” In the past, the magazine has reported that he “consistently brings in the biggest judgments in the history of law” and that he is “a Washington lawyer determined to change the world -- and succeeding.” Mr. Hausfeld is one of thirty negotiators profiled in Done Deal: Insights from Interviews with the World’s Best Negotiators, by Michael Benoliel, Ed.D. He has been described by one of the country’s leading civil rights columnists as an “extremely penetrating lawyer” and by a colleague (in a Washington Post article) as a lawyer who “has a very inventive mind when it comes to litigation. He thinks of things most lawyers don’t because they have originality pounded out of them in law school.” The US Legal 500 in 2008 stated, “The outstanding Mike Hausfeld is a titan of the antitrust bar.”

Education • Brooklyn College, B.A., cum laude, 1966 • National Law Center, The George Washington University, J.D., with honors, 1969

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Bar Admissions • District of Columbia • New York

Affiliations & Honors • American Friends of Hebrew University,Torch of Learning Award, October 2012 • Named by The Legal 500 as a “Leading Lawyer” in 2012 • Co-Chair – ABA Civil Redress Task Force, 2011-2012 and 2012-2013 term years • Member, Editorial Board – Global Competition Litigation Review, 2011 • Member – ABA International Cartel Task Force, 2010 • Named by The Ethisphere Institute in a short list of “attorneys who matter” in the field of corporate compliance, 2009 • Cited in 2009 Chambers USA, in the Products Liability category • Named to SmartCEO Magazine Legal Elite 2009 List • Named by Legal Times among 30 “Visionaries” in the Washington legal community, 2008 • Named by Legal Times Fierce Sister Award, for work on the Japanese Comfort Women case, 2007 • Cited by GQ magazine as one of “the 50 Most Powerful People in DC,” 2007 • Named in The Lawyer’s 2007 “International World-shakers” list of 40 international lawyers “making waves” in the UK • 100 Most Influential Lawyers, The National Law Journal, 2006 • Named repeatedly by Lawdragon magazine as one of the 500 leading lawyers in the United States • U.S. Department of Energy Human Spirit Award presented “in tribute to a person who understands the obligation to seek truth and act on it is not the burden of some, but of all; it is universal.” • Plaintiffs Fellow, Litigation Counsel of America • B’Nai Brith Humanitarian of the Year Award, 2002 • Simon Wiesenthal Center Award for Distinguished Service • Adjunct Professor, George Washington University Law School, 1996-1998 • Taught in Georgetown University Law Center, 1980-1987

In the News • “Gangster Bankers – Too Big to Jail,” Matt Taibbi, Rolling Stone Magazine, February 2013 • “Banks Facing New Wave of Mortgage Lawsuits,” Forrest Jones, Moneynews, December 2012 • “Where There’s a Will, There’s a Way,” The American Lawyer, March 2012 • “The Great Gamble,” Global Competition Review, March 2012 • “The US Plaintiffs’ Bar,” Global Competition Review, March 2012 • Bloomberg Interviews Hausfeld on NCAA and Student Athlete Compensation, October 2011 • Washingtonian magazine names Mr. Hausfeld one of thirty “Stars of the Bar.” December, 2009. • Bloomberg quotes Hausfeld on muni derivatives investigation. November 2009. • Business Week: “Europe Inc. takes aim at price-fixers.” October 2009. • Reuters: Hausfeld LLP filing suit on behalf of Baltimore and Mississippi municipalities. October 2009. • New York Times: “N.C.A.A. Sued Over Licensing Practices.” July 21, 2009 • Associated Press: “NY Judge Rules in Favor of 1970s Apartheid Victims.” April 8, 2009

Selected Publications • “The Business of American Courts in Kiobel v. Royal Dutch Petroleum.” By Michael Hausfeld and Kristen Ward. Jurist – Sidebar, October 2012

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• “Prosecuting Class Actions and Group Litigation.” By Michael Hausfeld and Brian Ratner, et al., World Class Actions, Ch. 26., September 2012 • “Private Enforcement of Antitrust Law in the United States, A Handbook – Chapter 4: Initiation of a Private Claim.” By Michael Hausfeld and Brent Landau, et al., 2012 • “The Importance of Private Competition Enforcement in Europe.” Michael D. Hausfeld. Competition Law International, Vol. 8, Issue 2, August 2012 • “The NFLPA’s Potential Legal Liability to Former Players for Traumatic Brain Injury.” Michael D. Hausfeld and Swathi Bojedla. Hackney Publications: Concussion Litigation Reporter, Vol. 1, No. 1, July 2012 • “CAT-astrophe: The Failure of “Follow-On” Actions.” Michael D. Hausfeld, Brent W. Landau, Sathya S. Gosselin. American Bar Association’s International Cartel Workshop, February 2012 • “The Novelty of Wal-Mart v. Dukes.” Brian A. Ratner and Sathya S. Gosselin. Business Torts & RICO News, American Bar Association, Business Torts & Civil RICO Committee, Vol. 8, Issue 1, Fall 2011. • “Private Enforcement in Competition Law: An Overview of Developments in Law and Practice in the US and Europe.” Michael D. Hausfeld and Ingrid Gubbay, Bergamo University, July 2011 • “The Contingency Phobia – Fear Without Foundation,” Global Competition Litigation Review, Issue 1, January 2011 • “Initiation of a Private Claim,” International Handbook on Private Enforcement, 2010 • “Competition Law Claims – A Developing Story.” The European Antitrust Review 2010 • “The United States Heightens Plaintiff’s Burden of Proof on Class Certification: A Response.” Global Competition Litigation Review, Volume 2 Issue 4/2009 • “Global Enforcement of Anticompetitive Conduct.” The Sedona Conference Journal, Fall 2009 • “Observations from the Field: ACPERA’s First Five Years.” The Sedona Conference Journal, Fall 2009 • “Twombly, Iqbal and the Prisoner’s Pleading Dilemma.” Law360, October 22, 2009 • “The Value of ACPERA.” Law360, June 2, 2009 • “Collective Redress for Competition Law Claimants.” The European Antitrust Review 2008 • “Managing Multi-district Litigation.” The Antitrust Review of the Americas 2008 • “A Victim’s Culture.” European Business Law Review, 2007

Selected Presentations • Panelist – Global Competition Review’s GCR Live in Miami, Antitrust Session: Developments and Status of International Cartel Settlements, “Global Cartel Settlement • Panelist and Presenter – Golden State Antitrust Conference, “Sports and The Antitrust Playing Field”, October 2012 • Presenter – ABA Antitrust Section Mid-Winter Meeting: Civil Redress Task Force, January 2012 • Panelist – Tilburg University, The Netherlands, “Paths to Mass Justice,” December 2011 • Panelist – Santa Clara University Second Annual Sports Law Symposium, Images Panel, September 2011 • Panelist – New York State Bar Association 2011 Antitrust Law Section Symposium, “International Cartel Enforcement in the Digital Age: Collection and Use of Evidence Beyond Borders,” January 2011 • Speaker – Global Competition Review’s Antitrust Leaders’ Law Forum, “Practical Issues for Class Certification, Assigning Liability and Assessing Damages,” February 2011 • Panelist – ABA International Cartels Workshop, Paris, February 2010 • Moderator – Global Justice Forum, San Francisco, October 2009 • Speaker – ALI-ABA Teleconference Seminar, “HP Aftermath: New Restrictive Directives in Class Certification,” April 2009

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• Speaker – ABA Antitrust Spring Meeting, Washington DC, “Judging Economic Analysis: Evidentiary Standards in Litigation Here and Abroad,” March 2009 • Speaker – George Washington University Private Enforcement of Competition Law: New Directions, “Need for Private Enforcement,” February 2009

Michael P. Lehmann

Mr. Lehmann brings to the firm 29 years of experience as a business litigator, with a practice that range from class action litigation to business litigation on behalf of individual clients, and from extensive regulatory work before federal, state and international bodies to domestic and international arbitration.

Prior to joining Hausfeld LLP, Mr. Lehmann had worked since graduating from law school at what became Furth Lehmann LLP, where he eventually served as Managing Partner and in recent years has served as lead counsel for direct or indirect purchaser classes in numerous antitrust cases.

Education • A.B. 1974, University of California at Berkeley • J.D. 1977, Hastings College of the Law

Bar Admissions • California

Affiliations • American Bar Association

Awards and Recognition • California Super Lawyer 2012, 2013

Richard S. Lewis

Mr. Lewis has been appointed to serve as co-lead counsel in mass tort and product liability class action cases including In re StarLink Corn Products (N.D. Ill) (asserting claims by farmers for genetic modification contamination of the U.S. corn supply) and In re PPA (asserting claims by users of unsafe over-the-counter medicines). He has also been appointed to the MDL Steering Committee in In re Prempro Products Liability Litigation and in In re Chinese-Manufactured Drywall Products Liability Litigation. In 2010, Mr. Lewis was a member of the trial team that obtained a comprehensive remediation and property damages verdict for seven Virginia homeowners. Furthermore, Mr. Lewis handled various experts in the Daubert briefing and argument; and was successful in excluding significant portions of the defense experts’ opinions.

In addition, Mr. Lewis served as lead counsel in numerous actions to obtain medical monitoring and property damage relief for communities exposed to toxic chemicals from hazardous waste disposal practices or unsafe drugs. These include In re Diet Drug Litigation (Fen-Phen), which resulted in a $4 billion settlement providing medical monitoring in addition to individual personal injury awards, Farnum v. Shell, an oil spill pollution case in Barbados against international oil companies, that resulted in a settlement providing property damage compensation for 26 farmers and landowners, and Harman v. Lipari, a Superfund case that resulted in a settlement providing medical monitoring for thousands of

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residents who lived on or played near a landfill. He has litigated both individual and class childhood lead poisoning cases and is also handling environmental cases in India, and South Africa.

Education • Tufts University, B.A., cum laude, 1976 • University of Michigan, M.P.H., 1981 • University of Pennsylvania, J.D., cum laude, 1986; Law Review comments editor

Bar Admissions • District of Columbia

Affiliations & Honors • Law clerk, after law school, for the Honorable Stanley S. Brotman, U.S. District Court for the District of New Jersey • National Finalist for the 2010 Lawdragon 500, an annual guide to the “500 Leading Lawyers in America”

William P. Butterfield

A partner at Hausfeld LLP, Mr. Butterfield chairs the firm’s Financial Services Practice Group. In his 33 years of legal practice, Mr. Butterfield has represented governmental agencies, brokerage firms, corporations, directors and officers, attorneys and investors in private litigation over securities, commodities, antitrust and consumer claims, and in investigations commenced by the Securities and Exchange Commission. He has also defended clients in bankruptcy adversary proceedings and commercial litigation. Additionally, Mr. Butterfield serves as a leader in several legal think tanks, teaches law, and writes and speaks frequently on legal topics. Mr. Butterfield has a rating of AV® the highest rating available in Martindale-Hubbell’s peer review rating system. He is an internationally recognized authority on electronic discovery.

Currently, Mr. Butterfield is counsel for the plaintiffs in In re Air Cargo Shipping Services Antitrust Litigation, MDL No. 1775 (E.D.N.Y.), which has resulted in approximately $500 million in settlements to date. He was appointed by the Court to serve on the Plaintiffs’ Steering Committee in In re: Commodity Exchange, Inc., Silver Futures and Options Trading Litigation, No. 11-MD-2213, (S.D.N.Y.), relating to an alleged conspiracy by JP Morgan Chase and other major investment banks to manipulate the price of silver futures and options contracts traded on the COMEX. Mr. Butterfield is working as one of the principal attorneys in In Re LIBOR-Based Financial Instruments Antitrust Litigation, MDL No. 2262, (S.D.N.Y.), where Hausfeld LLP was appointed as co-lead counsel for over-the-counter plaintiffs. He is also involved in litigation regarding the foreign exchange practices of custodian banks, and alleged manipulation in the Oil and Rice futures markets.

Mr. Butterfield’s past achievements include: . Achieving settlements of over $120 million in a lawsuit alleging output restrictions in the wood products industry (In Re OSB Antitrust Litigation, (E.D. Pa.)); . Achieving settlements of almost $100 million in an antitrust price-fixing case involving the chemical industry (In Re Hydrogen Peroxide Antitrust Litigation, (E.D. Pa.)); . Acting as one of the principal attorneys involved in nationwide litigation challenging lending practices conducted by one of the nation’s largest sub-prime lenders. In that case, Mr.

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Butterfield worked extensively with the FTC, and was responsible for bringing nationwide media and Congressional attention to lending practices conducted by Associates Finance. The plaintiffs and FTC eventually settled with Citigroup (which had acquired Associates Finance) for $240 million (In Re Citigroup Loan Cases, J.C.C.P. 4197); . Acting as one of the principal Plaintiffs’ attorneys in In re Prudential Securities Limited Partnerships Litigation, MDL No. 1005 (S.D.N.Y.), which settled for $137 million; . Acting as one of the principal Plaintiffs’ attorneys in In re PaineWebber Securities Litigation, 94 Civ. 8547 (S.D.N.Y.), which settled for $200 million; . Serving as outside counsel in the RTC’s successful defense of a $300 million arbitration dispute regarding the valuation of an acquired financial institutions investment and mortgage portfolio; . Serving as outside counsel for the FDIC and RTC in numerous lawsuits and investigations to recover losses suffered by financial institutions due to securities, commodities and real estate fraud, director and officer misconduct and accounting malpractice; . As outside counsel, representing political subdivisions in Texas, Ohio and California regarding securities matters.

Mr. Butterfield developed his interest in electronic discovery in the early 1990’s when he helped design and implement an electronic document repository to manage more than 15 million pages of documents in a complex securities case. He has testified as an expert witness on e-discovery issues, and speaks frequently on that topic domestically and abroad. Mr. Butterfield is on the Steering Committee of The Sedona Conference® Working Group on Electronic Document Retention and Production, where he served as editor-in-chief of the Case for Cooperation (2009), and was a co-editor of The Sedona Conference® Commentary On Preservation, Identification and Management of Sources of Information that are Not Reasonably Accessible (2008). He is also a member of Sedona Conference® Working Group on International Electronic Information Management, Discovery and Disclosure. Mr. Butterfield is an adjunct professor at American University, Washington College of Law, where he teaches a course in electronic discovery. He also serves on the Masters Conference Advisory Board, and on the faculty of Georgetown University Law Center’s Advanced E-Discovery Institute.

Mr. Butterfield began his legal career as an assistant prosecuting attorney for Montgomery County, Ohio.

Education • University of Toledo, College of Law, J.D., 1978 • Bowling Green State University, B.A., 1975

Bar Admissions • District of Columbia • State of Ohio • United States Court of Appeals for the Third Circuit • United States District Court of Maryland • United States District Court for the District of Columbia • United States District Court, Eastern District of Michigan

Affiliations & Honors • Local Litigation Star, Benchmark Plaintiff Litigation Guide, 2011 and 2012 • The Sedona Conference,® Steering Committee on E-Discovery • Adjunct Professor, American University, Washington College of Law

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• Georgetown University Law Center’s Advanced E-Discovery Institute, Faculty Member • Federal Judicial Conference, E-Discovery Seminar for Federal Judges, Faculty Member • Masters Conference Advisory Board, Member

Publications • William P. Butterfield, Conor R. Crowley, Melinda R. Coolidge, “Diving Deeper to Catch Bigger Fish,” DESI III Conference, June 8, 2009, • William P. Butterfield, Editor-in-Chief, The Case for Cooperation, 10 Sedona Conf. Journal, 339-362 (2009 Supp.) • Thomas Y. Allman, William P. Butterfield, et al., Preservation, Management and Identification of Sources of Information that are Not Reasonably Accessible, 10 Sedona Conf. Journal at 281- 298 (2009)

Speeches and Presentations • “Mass Tort Litigation Conference With Judge Marina Corodemus (Ret.),” Philadelphia, PA, June 4, 2012, Panelist • “Four Perspectives on Preservation and Proportionality: The Judge, The GC, Plaintiffs’ and Defense Counsel,” New York City Bar Association, New York, NY, May 17, 2012, Panelist • “Future of the Rules/New Developments,” 8th Annual Georgetown Law Advanced E-Discovery Institute, Washington, D.C., November 18, 2011, Panelist • “Discovery in a Virtual World: A Mock Meet and Confer in Federal Court,” ARMA International Conference & Expo, Washington, D.C., October 17, 2011, Panelist • “Preservation: Will This be the Next Change to the Federal Rules,” The Masters Conference, Washington, D.C., October 3, 2011, Panel Moderator • “Time for Change? Amending the Federal Rules of Civil Procedure,” Kroll OnTrack, Inc., Webinar, September 28, 2011, Panelist • “ESI Report Podcast Recording,” Legal Talk Network, September 28, 2011, Speaker • “The 34th Annual International ACM SIGIR Conference,” Beijing, China, June 2011, Panelist • “How I Would Attack Your ERM Program in Discovery and Trial,” ARMA International Podcast, June 1, 2011, Speaker • E-Discovery Seminar for Federal Judges, Charleston, SC, June, 2011, Faculty • “A Talk with the Wolf Before He Gets into the Hen House: How I Would Attack Your Electronic Records Management Program in Discovery & Trial,” The MER Conference, Chicago, IL, May 23, 2011, Speaker • E-Discovery Reality Show: Surviving the Meet & Confer,” LegalTech, New York, NY, January 31, 2011, Panelist • “A Sanctions Odyssey,” 7th Annual Georgetown Law Advanced E-Discovery Institute, Washington, D.C., November 19, 2010, Panelist • “The Truth about Metadata,” ESI Bytes Podcast, June 6, 2010, Panelist • “Direction(s) From Duke: Are There e-Discovery Rules Changes Ahead?” 2010 Duke Judicial Conference, Fios Webcast, June 2, 2010 • “Duke University School of Law: 2010 Advisory Committee Conference on Civil Rules,” Panelist • “12th Annual Sedona Conference on Complex Litigation,” Del Mar, CA, April 2010, Conference Co-chair • “Implementing and Using Joint Repositories,” Fios Legaltech Luncheon, New York, NY, February 2, 2010, Panelist • E-Discovery Seminar for Federal Judges, Washington, D.C., September, 2010, Faculty • “Paper or Plastic: Is E-Discovery Optional?” Dayton Bench/Bar Conference, Dayton, OH, November 20, 2009, Speaker

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• “Controlling E-Discovery Costs in Smaller Stakes Litigation,” 6th Annual Georgetown Law Advanced E-Discovery Institute: Identifying Today’s Problems & Tomorrow’s Solutions, Washington, D.C., November 13, 2009, Panelist • “The First Year of the Cooperation Proclamation,” Sedona Conference Webinar, November 4, 2009, Co-Presenter • “Risks, Rewards & Repositories: Addressing the Use of Joint Repositories in Discovery,” Sedona Conference Webinar, October 21, 2009, Co-Presenter • “Ethical Issues for Attorneys in Electronic Discovery,” Master’s Conference, Washington, D.C. October 14, 2009, Panelist • “Risks, Rewards & Repositories: Addressing the Use of Joint Repositories in Discovery,” Sedona Conference Webinar, October 2009, Co-Presenter • “Practitioners’ Panel,” Federal Judicial Center/Georgetown University Law Center E-Discovery Seminar, Washington, D.C., September 10-11, 2009, Panelist • “Commentary on Inactive Information Sources,” Sedona Conference Webinar, August 19, 2009, Co-Presenter • “Preservation, Legal Holds & Accessibility,” Georgetown Law E-Discovery Training Academy, Washington, D.C., August 3, 2009, Panelist • “Supporting Search and Sense making for Electronically Stored Information in Discovery Proceedings,” DESI III: Third International Workshop, Barcelona, Spain, June 2009, Speaker • “Third Annual Program on Getting Ahead of the E-Discovery Curve,” Sedona Conference, Philadelphia, PA, March 2009, Faculty • “Preservation, Management, and Identification of Sources of Information That Are Not Reasonably Accessible,” Fios Legaltech Luncheon, New York, NY, February 2009, Speaker • Georgetown Law Center Fifth Annual Advanced E-Discovery Institute, Washington, D.C., November 2008, Faculty • “The Case for Cooperation in E Discovery,” Sedona Conference, Palm Springs, CA, November 2008, Panelist • “Mini Sedona Session,” American Records Management Association Annual Meeting, Las Vegas, NV, October 2008, Panelist • “Ethics & E-discovery: ‘Reasonable Inquiry’ in the Wake of Qualcomm v. Broadcom,” ABA Section of Litigation and Center for CLE Teleconference and Live Audio Webcast, September 2008, Panelist • Preservation, Management and Identification of Sources of Information that are Not Reasonably Accessible,” Sedona Conference Webinar, September 2008, Co-Presenter • “E-Discovery in Antitrust Lawsuits and Investigations,” Strafford Legal Teleconference, September 2008, Panelist • “Spoliation Sanctions,” 2008 E-Discovery Training Program, sponsored by the Federal Judicial Center and Georgetown Law, Washington, D.C., June 2008,Panelist • “E-Discovery in Antitrust Lawsuits and FTC/DOJ Investigation: Managing and Producing Electronic Information under the Amended Federal Rules,” Strafford Legal Teleconference, February 2008, Panelist • “Preservation Duties Regarding Inaccessible ESI,” Sedona Conference, Hilton Head, SC, November 2007, Panelist • “The Digital Pre-Trial,” National College of District Attorneys, Columbia, SC, September 2007, Speaker • “Inaccessible ESI – Disclosure and Preservation Obligations,” Sedona Conference, Phoenix, AZ, May 2007, Panelist • “Plaintiffs’ Bar Perspectives on New E-Discovery Rules,” Legaltech Conference, New York, NY, January 2007, Panelist

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• “Bench/Bar Introduction to Pending Electronic Discovery Amendments,” Federal Bar Association Conference, Washington, D.C., October 2006, Panelist • “Electronic Discovery in Criminal Cases,” National District Attorney’s Association Conference, Santa Fe, NM, August 2006, Speaker • “Document Preservation and Spoliation,” IQPC E Discovery Conference, Toronto, Canada, May 2006, Panelist • “Electronic Discovery Amendments to the Federal Rules of Civil Procedure,” Legaltech Conference, New York, NY, January 2006, Panelist • “Class Certification Issues in Lending Liability Cases,” John Marshall Law School Predatory Lending Conference, Chicago, IL, Speaker • “Light Cigarette Litigation,” Mealey’s Tobacco Litigation Conference, Jacksonville, FL, Speaker • “Investment Risk and Liability,” Ohio Treasurers Association, Columbus, OH, Speaker • “Governmental Liability and Immunity,” Ohio State Bar Association Conference, Columbus, OH, Speaker • “Administrative Due Process, Zoning and Planning,” Ohio Township Association/American Planning Association Conference, Dayton, OH, Speaker

Expert Testimony • Ischemia Research and Education Foundation v. Pfizer, Inc., No. 1-04CV-026653, Cal. Superior Court, Santa Clara County. Retained by plaintiffs as expert witness regarding litigation hold and spoliation issues involving electronically stored Information.

Legislative Testimony • U.S. House of Representatives, Committee on the Judiciary, Subcommittee on the Constitution: regarding the costs and burdens of civil litigation, December 13, 2011 • U.S. Judicial Conference Committee on Rules of Practice and Procedure regarding proposed electronic discovery amendments to the Federal Rules of Civil Procedure (2005)

Christopher L. Lebsock

A partner at Hausfeld LLP, Christopher L. Lebsock concentrates in litigation and trial practice. He frequently represents consumers and businesses in cases involving the antitrust laws. He has litigated cases against antitrust violators in the technology sector, including cartels involving Dynamic Random Access Memory, TFT-LCD panels used in monitors and televisions, and cathode-ray tubes. Mr. Lebsock is also currently representing foreign and domestic consumers and businesses in their efforts to recover from airlines that overcharged them for passenger air travel between the United States and Asia/Oceania.

These and other cases in which Mr. Lebsock is involved have a significant international aspect to them, and given the global nature of trade today, future antitrust and securities violations are likely to involve multiple markets around the globe. Mr. Lebsock is actively engaged in a truly global antitrust practice—he regularly consults with clients, trade associations, and law firms in Asia about competition issues.

Domestically, Mr. Lebsock recently tried Savaglio v. Wal-Mart on behalf of 119,000 hourly employees that were deprived of their meal periods by Wal-Mart. Following a four month trial, the jury returned a verdict in favor of Mr. Lebsock’s clients in the amount of $172 million. This achievement stands as one of the most satisfying of his career, due primarily to the vast inequality in the employment relationship between Wal-Mart and its hourly employees. Notably the jury’s award included $115 million

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in punitive damages against Wal-Mart for the way it consciously and systematically disregarded the rights of its employees. He represents clients in the trial courts throughout the United States and on appeal.

Mr. Lebsock is also a member of the firm’s financial services group and represents investors in matters concerning United States securities laws. He recently represented a public company recover liquidity of its auction rate securities holdings from its investment advisor. Occasionally, Mr. Lebsock represents individuals that have been seriously injured by the negligence or wrongdoing of others.

Education • University of Colorado, Boulder, B.A., 1993; Phi Beta Kappa • University of California, Hastings College of the Law, J.D., 1996

Bar Admissions • California Supreme Court • Northern District of California • Eastern District of California • Central District of California • Ninth Circuit Court of Appeals

Affiliations & Honors • State Bar of California, Member • American Bar Association, Member • Hastings Constitutional Law Quarterly, former Senior Managing Editor

Publications • “Evolving Class Certification Standards in Federal Courts,” The Journal of State Bar of California Litigation Section, November 3, 2010; • “Dismissal Standards Following Bell Atlantic v. Twombly - A One-Year Retrospective,” The Antitrust Review of the Americas (2009); • “Pimco: Another Guidepost for Class Certification,” Law 360 (23 September 2009)

Andrew B. Bullion

Andrew Bullion, a Hausfeld LLP partner based in London, has extensive complex litigation experience representing both plaintiffs and defendants, from client retention and counseling, case inception, discovery and motion practice, through trial and post-trial work. Prior to joining the firm, Bullion spent several years as a litigator in private practice in Philadelphia, handling complex commercial matters, including antitrust, tort and intellectual property litigation. During law school Bullion clerked at the United States Federal Trade Commission’s Bureau of Competition under Director William J. Baer and Chairman Robert Pitofksy. Bullion also worked for Advokatfirman Vinge KB, Sweden’s largest law firm.

Bullion currently represents major European corporations in large-scale international antitrust litigation. These matters include before United States federal courts, the High Court in London, England , the Competition Appeals Tribunal in London , and the Court of Justice of Rotterdam, the Netherlands. Among these corporate clients are well known names in many industries, including retailers, automotive manufacturers, several national railways, and include several members of the Forbes Global 500 and Global Brand Top 150. Bullion also is currently defending one of the world’s top freight forwarders against allegations of price-fixing, in a complex litigation brought in the Eastern District of New York against nearly 60 defendants.

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Additionally, Bullion provides antitrust consulting to several multinational companies and associations. Bullion also co-drafted the internal litigation policy of one of the world’s largest retailers and co-authored commentary to the US Department of Justice Legal Policy Section and the US Federal Trade Commission on private enforcement following Section 2 Sherman Act infringements in unlawful monopolization and abuse of dominant position.

Bullion is fluent in the Swedish language, is a licensed to practice as an attorney in Washington, DC, Pennsylvania and New Jersey in the United States and as a solicitor in the courts of England and Wales, and is a member of AIJA (Association Internationale des Jeunes Avocats – International Association of Young Lawyers) and the American Bar Association’s Antitrust Section. Bullion is a regular speaker before bar groups, trade associations and business groups on antitrust and cartel issues.

Education • Villanova University, B.A., 1989 • Villanova University School of Law, J.D., 1996 • Oxford Institute of Legal Practice (Oxford-Oxford Brookes University): Administered Study Program 2010-2011; Certificate of Completion 2011 • England & Wales Qualified Solicitors Licensing Transfer Test March 2011 • City Law School, London: Management Curriculum 2011 • University of Oxford: Economics Curriculum 2011-2012

Bar Admissions • Solicitor of the Supreme Court of England and Wales • District of Columbia • New Jersey • Pennsylvania • District Courts for District of Columbia, Eastern District of Pennsylvania and the New Jersey District • Third Circuit Court of Appeals • United States Tax Court.

Brian A. Ratner

Brian A. Ratner, a partner at the firm, is Head of the firm’s International practice and Business Development Committee. He has extensive experience representing domestic and international businesses and individuals in complex litigation at the trial and appellate levels. He is particularly experienced in the prosecution of antitrust claims in United States and European courts, on behalf of direct and indirect purchasers alleging price-fixing and monopolization.

Mr. Ratner was recently honored by Law360 as one of its 2012 Rising Stars and was previously named to the Legal Times 2009 “40 under 40” list, which recognized rising legal stars expected to play a key role in the Greater Washington legal community for years to come. In 2012, The Legal 500, which provides comprehensive worldwide coverage on legal services and rankings, selected Mr. Ratner as one of the top 10 Leading Lawyers in the U.S. in plaintiffs’ representation for antitrust, stating that “Brian Ratner ‘thinks strategically, is an excellent negotiator and has a solid foundation of substantive law’.” In 2011, the publication also recommended him as an ”engaging, highly competent professional who can

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simplify complex antitrust matters and make them comprehensible to a non-antitrust attorney.” Also in 2012, The Benchmark Plaintiff Guide to America’s Leading Plaintiff’s Firms and Attorneys named Mr. Ratner as one of the country’s top “Antitrust Litigation Stars” and one of DC’s “Local Litigation Stars.”

Mr. Ratner has litigated the matter of In Re Vitamins Antitrust Litigation (D.D.C.) on behalf of two certified classes of vitamin direct purchasers who were overcharged as a result of a ten-year global price-fixing and market allocation conspiracy. The case settled for over $1 billion. Mr. Ratner was a key member of a 2003 trial team in the case, in which a jury awarded a class of choline chloride purchasers more than $148 million in trebled damages - the twelfth largest U.S. jury verdict in 2003. Mr. Ratner has also litigated, among other matters: Empagran, S.A. et al. v. F. Hoffmann-LaRoche, Ltd., et al. (D.D.C.), a case alleging a global vitamins price-fixing and market allocation conspiracy on behalf of foreign purchasers (remanded by U.S. Supreme Court); Oncology & Radiation Associates v. Bristol-Myers Squibb Co. (D.D.C.), a case alleging monopolization against a drug manufacturer, which settled for $65 million; Molecular Diagnostics Laboratories v. Hoffmann-La Roche, Inc., et al. (D.D.C.), a case alleging unlawful monopolization on behalf of a class of purchasers of an enzyme used in DNA amplification, human-genome research, and medical diagnostics, which settled for $33 million; and In re Air Cargo Shipping Services Antitrust Litigation(E.D.N.Y.),a case alleging a global conspiracy to fix the prices of air cargo shipments, which has resulted in over $450 million in settlements to date.

Mr. Ratner’s international work has included representing cartel victims from around the globe in settlement negotiations and European courts. He currently represents purchasers of paraffin wax, air freight services, car glass, carbon graphite, elevators, industrial bags, copper fittings and marine hose, who are seeking to recover losses in Europe as a result of price-fixing cartels. His work in the marine hose matter helped lead to a landmark private global settlement agreement with cartelistParker ITR. Mr. Ratner has also lectured, organized conferences, and published articles and papers on issues such as the private civil enforcement of competition laws and the mechanisms for collective redress around the world.

Education • University of Indiana, Bloomington, B.A., 1996 • University of Pittsburgh School of Law, J.D., 1999; managing editor, Journal of Law and Commerce

Bar Admissions • Pennsylvania • New Jersey • District of Columbia • The United States Supreme Court • Several federal courts

Honors and Publications • Hausfeld LLP Named as Tier 1 Firm Nationwide in Plaintiff Antitrust Litigation by The Legal 500, June 2012 • “Brian Ratner, People on the Move,” Washington Business Journal, April 4, 2012 • Rising Star: Hausfeld’s Brian Ratner, Law360, March 22, 2012 • “U.S. Class Action Lawyers Look Abroad,” Reuters, March 20, 2012 • Featured in The Legal 500 where Hausfeld LLP was named as a Tier 1 firm in plaintiff antitrust litigation, June 15, 2010 • Named in the 2009 Legal Times “40 under 40” list recognizing rising legal stars in Washington, July 14, 2009

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• Co-Author, “Principles and Objectives of Formal and Informal Settlements in EU Competition Cases: The Claimant’s Perspective,” paper submitted for the European University Institute’s 13th Annual Competition Law & Policy Workshop, publication forthcoming • Co-Author, “A Proposal for a Transitional Forum,” submitted for Antitrust Claims Against Foreign Firms and Cartels conference (Law Seminars International), September 7-8, 2006

Presentations • Speaker, National Symposium on Class Actions – Recent Developments in Quebec, in Canada, in the United States, 2013 • Conference speaker, The Chicago Forum on International Antitrust Issues, Northwestern University School of Law, May 20, 2010 • Conference panel moderator, Cartels, Product Defects and Global Accountability conference, October 20, 2008 • Panelist, The International Cartel Workshop, ABA Section of Antitrust Law, San Francisco, January 30, 2008 • Conference panel moderator, Cartels, Product Defects and Global Accountability conferences, Seoul, Tokyo, and Beijing, October 2008 • Panelist, The International Cartel Workshop, ABA Section of Antitrust Law, San Francisco, January 30, 2008 • Conference speaker, Class Actions and Collective Redress: "Lessons Learn from the U.S. Experience," London, November 27, 2007 • Conference speaker, Class Actions for Non-Class Action Lawyers – Growing Your Business by Understanding the Basics and Recognizing Opportunities, “Class Action Settlements: Procedures, Methods and Attorneys’ Fees,” Los Angeles, February 23, 2007 • Panelist, International Class Actions Conference, Melbourne, December 1-2, 2005

Megan E. Jones

Partner Megan Jones specializes in recovering damages for corporate victims of antitrust cartels. Recoveries from the cases she has been involved in total over half a billion dollars: In re Polyester Staple Antitrust Litigation (W.D.N.C) ($63.5 million on behalf of the class); In re Compact Disc Antitrust Litigation (C.D.Ca.) (over $50 million on behalf of class); In re Rubber Chemicals Antitrust Litigation (N.D. Ca.) (over $100 million on behalf of class); In re MMA Antitrust Litigation (E.D. Pa.) (over $20 million on behalf of class); In re EPDM Antitrust Litigation (D. Conn.) ($81 million on behalf of the class). Ms. Jones was also involved in the negotiation of a $300 million global settlement with Bayer (which resolved three cases: EPDM, Rubber Chemicals and NBR), and drafted the innovative settlement agreement itself.

In 2012, Ms. Jones was selected by Law360 as a “Rising Star” in the Competition category. Law360 selected just five attorneys in each category as top legal talent under 40 in the U.S. and internationally, whose accomplishments in major litigation or transactions belie their age. In the same year, she was also chosen by her peers as a Washington, DC Super Lawyer in Antitrust, reserved for those attorneys who have attained a high-degree of peer recognition and professional achievement.

In 2012, The Legal 500, which provides comprehensive worldwide coverage on legal services, selected Ms. Jones as one of the top 10 Leading Lawyers in the U.S. in plaintiffs’ representation for antitrust. In the previous year, the publication recommended Ms. Jones for having a “good understanding of business and operational environments.”

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In 2010, Ms. Jones was the only female antitrust attorney who had two of her cases featured in theNational Law Journal’s Plaintiffs’ Hot List, which named the top twelve plaintiffs’ law firms in the U.S.

Despite the fact that her typical cases include millions of pages of evidence, several multinational parties, and a multitude of counsel, Ms. Jones is legendary for relentlessly focusing on the litigation endgame – to develop and find the facts necessary to win the case. For example, faced with over 1.5 million pages of documents produced by the opposing side, Ms. Jones organized her team to identify the 2300 key documents in the case in under four months’ time. Ms. Jones then used these 2300 key documents to depose over 20 witnesses, uphold a class certification decision at the Circuit level, defeat summary judgment at the district court and prepare for trial (which ultimately settled successfully on the courthouse steps). Marshaling scores of co-counsel, Jones whittled a mountain of evidence down to what was needed to win – and then did.

Based on her experience, Ms. Jones has been asked to speak on antitrust matters around the world. She was asked to speak in Sydney, Australia at the American Bar Association’s 2010 “Cross- Border Collaboration, Convergence and Conflict: The Internationalization of Domestic Law and Its Consequences” with other luminaries from the U.S. and Australian Bar, including Hon. Justice Antonin Scalia; Sir Anthony Mason AC KBE AC, Former Chief Justice of the High Court of Australia; The Honorable Jeffrey Bleich, U.S. Ambassador to Australia; Graeme Samuel, AO, Chairman of the Australian Competition and Consumer Commission; Tony D’Aloisio, Chairman of the Australian Securities and Investment Commission; and many others from the profession in Australia and the U.S. Ms. Jones also spoke at an event co-sponsored by the American Bar Association and German Bar Association in June 2011 in Munich, Germany (“Successfully Navigating Hazardous Waters: The Second Annual Conference on Transatlantic Deals and Disputes.”). Ms. Jones has also spoken at what is widely known as the “crown jewel” of antitrust conferences, at the American Bar Association’s Antitrust Masters Course.

Experienced with high dollar litigation and with a results-driven management style, it is little wonder that Ms. Jones was tapped to be Chairwoman of Hausfeld LLP’s New Case Committee at the firm, which is responsible for approving all new cases filed by the firm. Jones is skilled at evaluating potential cases, thoroughly vetting them for their strengths and weaknesses.

When electronic discovery came on the scene, Ms. Jones quickly adapted to the new paradigm of finding evidence. Jones is a member of The Sedona Conference®, which is composed of leading jurists, lawyers, experts, academics and others, at the cutting edge of issues in electronic discovery. She is the co- author of The Sedona Conference Glossary: E-Discovery and Digital Management (2nd Ed). (Dec. 2007) and Navigating the Vendor Proposal Process: Best Practices for the Selection of Electronic Discovery Vendors, and was recently selected to be on the drafting team of Discovery 2.0, the conference’s next work on how discovery should be conducted. Ms. Jones was also featured in a podcast about cost- shifting in electronic discovery with the Honorable James C. Francis, IV, Magistrate Judge from the Southern District of New York, and Robert W. Trenchard, the chair of Wilmer Hale’s E-Discovery Committee.

Ms. Jones also knows that in litigation, experience is the best teacher. Faced with organizations that were not addressing issues from the cartel victims’ perspective, she created an organization herself dedicated to antitrust practitioners exchanging best practices and information. She is the creator and founder of Women Antitrust Plaintiffs’ Attorneys (www.womenantitrustattorneys.com), a national organization for women who primarily practice cartel law on behalf of victims, attracting luminaries within the antitrust field to its annual conference. This conference has grown in popularity, and in 2009,

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representatives from over twenty law firms from across the U.S. attended. The growing impact of this organization is demonstrated by the caliber of speakers it is attracting: in addition to having four federal judges as speakers, the Keynote Address at the 2010 conference was given by Wendy H. Waszmer, Counsel to Assistant Attorney General Christine A. Varney from the U.S. Department of Justice, Antitrust Division.

Ms. Jones is recognized as a specialist in antitrust civil enforcement for victims of cartels, and has been asked to speak by many prestigious legal organizations on this topic.

Speeches and Presentations • Speaker, Class Action Symposium, Georgetown Law Center, April 11, 2011 • Speaker, “The Life of an International Cartel: A Six-Part Practical Series, Part III: Follow-On Civil Price Fixing,” American Bar Association teleconference, February 4, 2011 • Speaker, American Bar Association’s Antitrust Masters Course V, September 30, 2010

Education • North Carolina State University in Raleigh, NC, magna cum laude, B.A., 1995 • University of North Carolina at Chapel Hill School of Law, J.D., 1999

Bar Admissions • District of Columbia • Maryland • North Carolina

Affiliations • Vice Chair, ABA Antitrust Section’s Communications and Digital Technology Industries Committee • Founder of Women Antitrust Plaintiffs’ Attorney network group, 2008

Publications • “All I Really Need to Know About Antitrust Settlements, I Learned in Kindergarten,” ABA Criminal & Cartel Practice Committee Newsletter, March 2011. • “E Discovery Today: The Fault Lies Not In Our Rules . . .,,” paper presented at Duke University School of Law: 2010 Advisory Committee Conference on Civil Rules; publication pending in Federal Courts Law Review (FCLR) • “Giving Electronic Discovery a Chance to Grow Up,” The National Law Journal, December 15, 2009 • “Observations from the Field: ACPERA’s First Five Years,” The Sedona Conference Journal, Fall 2009 • CLE Speaker, “E-Discovery in Antitrust Lawsuits and FTC/DOJ Investigations: Managing and Producing Electronic Information Under the Amended Federal Rules,” March 2009 • Antitrust Law Developments, 7th Edition, co-author of chapter on Non-Price Vertical Restraint, published by the American Bar Association, 2008 • Co-author of The Sedona Conference Glossary: E-Discovery and Digital Information Management (2nd edition), December 2007 • Co-author of Navigating the Vendor Proposal Process: Best Practices for the Selection of Electronic Discovery Vendors, published by The Sedona Conference • Author of “Litigator 101,” an ABA series regarding best practices in drafting discovery

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Hilary K. Scherrer

Ms. Scherrer is a partner in Hausfeld LLP’s Washington, DC office. She has extensive experience representing businesses and individuals in antitrust, consumer fraud, and other complex litigation matters, at both the trial court and appellate court levels. She also has experience working on international settlement matters.

Ms. Scherrer is one of the principal attorneys in several high-profile domestic and international antitrust cases. She manages all day-to-day aspects of the litigation in In re Chocolate Confectionary Antitrust Litigation (M.D. Pa.), a case alleging that the major chocolate manufacturers, Nestle, Mars, Cadbury and Hershey conspired to fix the prices of chocolate candy and Animalfeeds International Corp. et al. v. Stolt-Nielsen SA et al., an arbitration regarding alleged customer allocation and bid rigging in the parcel tankers shipping industry. Additionally, she manages electronic discovery in In re Air Cargo Shipping Services Antitrust Litigation (E.D.N.Y.), in which a partial settlement of $85 million was reached with defendants Deutsche AG, Lufthansa Cargo AG, and Swiss International Air Lines Ltd.

Ms. Scherrer works on a number of other antitrust cases, including: Bruce Foods Corporation v. SK Foods, LP et al. (E.D. Cal.); In re Aftermarket Filters Antitrust Litigation (N.D. Il.); In re Municipal Derivatives Antitrust Litigation (S.D.N.Y.); In re Publication Paper Antitrust Litigation (D. Conn.); and Ace Delivery and Moving, Inc. v. Horizon Lines LLC et al. (D. Alaska).

In addition to her current work on antitrust cases, Ms. Scherrer represents Holocaust victims in a breach of contract case alleging certain German corporations failed to pay appropriate interest due on their payments to a reparations fund.

Prior to joining Hausfeld LLP, Ms. Scherrer litigated antitrust, consumer fraud, employment, and ERISA cases at firms in Washington, DC, and San Francisco, CA. Among other cases, Ms. Scherrer was involved in Schwab v. Philip Morris USA et al. (E.D.N.Y.), the largest class action ever certified, in which the plaintiffs alleged a RICO conspiracy and fraud in connection with the marketing and sale of “light” cigarettes.

Education • University of Colorado, Boulder, B.A., 1996 • American University Washington College of Law, J.D., cum laude, 2000

Bar Admissions • California • District of Columbia

Affiliations & Honors • National Antitrust Litigation Star, Benchmark Plaintiff Litigation Guide, 2011 and 2012 • Interned during law school at the United States Supreme Court in the Office of Legal Counsel and for the Honorable Ricardo M. Urbina of the United States District Court for the District of Columbia • Law360 Competition Editorial Advisory Board

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James J. Pizzirusso

Mr. Pizzirusso is a partner in Hausfeld LLP’s Washington, DC office. His practice focuses primarily on consumer protection, sports and entertainment, antitrust, and environmental health. In addition to practicing law, Mr. Pizzirusso has served as a Visiting Professor at George Washington University Law School.

Mr. Pizzirusso heads Hausfeld LLP’s Consumer Protection practice group and was one of the court-appointed, co-lead counsel in In re Tyson Foods, Inc., Chicken Raised Without Antibiotics Consumer Litigation (D. Md.) ($8 million nationwide settlement) and Radosti v. Envision EMI, LLC, (D.D.C.) ($17.5 million nationwide settlement). Currently, Mr. Pizzirusso serves as court-appointed Co- Lead class counsel in Wolph v. Acer, Inc.. In March 2011, the court certified a nationwide class of over one million computers owners who claim their Acer laptops failed to contain enough memory to run Windows Vista. 272 F.R.D. 477 (N.D.Cal. 2011). The case is still in active litigation. He is also one of the court-appointed Co-Lead class counsel in In re Sony PS3 “Other OS” Litig. (CV-10-1811-RS N.D.Cal.), currently on appeal in the 9th Circuit Court of Appeals. He was also recently involved in Pelletz v. Advanced Environmental Recycling Technologies, Inc. (W.D. Wa.) and Ross v. Trex, Inc. (N.D. Cal.) -- both of which resulted in nationwide settlements on behalf of owners of defective decking materials.

Mr. Pizzirusso is the primary attorney representing several prominent musicians -- including Carlton Ridenhour (“Chuck D”) of the rap group Public Enemy, the Black Sheep, Sister Sledge, The Temptations, Gary Wright, and others -- in seeking compensation for unpaid digital download royalties from their records labels. He also works on the Dryer v. Nat’l Football League litigation seeking damages from the NFL’s use of retired players’ images and likenesses.

In the antitrust arena, Mr. Pizzirusso represents clients alleging price fixing and collusion in various agricultural sectors. Mr. Pizzirusso is one of the principal attorneys in In re Processed Egg Products Antitrust Litigation (E.D. Pa.) ($25 million settlement with one defendant) and Brigiotta’s Farmland Produce and Garden Center, Inc. v. United Potato Growers of Idaho (D. Idaho) (alleging nationwide supply reduction and price fixing conspiracy in the potato industry). He recently argued and won the first case involving the inapplicability of The Capper Volstead Act to an agricultural cooperative’s supply reduction and price fixing scheme. See In re Fresh and Process Potatoes Antitrust Litig., No. 4:10–MD–2186–BLW, 2011 WL 6020859 (D.Idaho Dec. 2., 2011). He is also actively involved in antitrust litigation involving dairy farmers in the Southeast region where the plaintiffs reached a $140 million settlement with defendant Dean Foods.

Mr. Pizzirusso’s practice also includes domestic and international environmental and public health litigation. He recently successfully resolved the claims of numerous farmers and landowners in Barbados who suffered reduced crop yields and property damages as a result of a massive jet fuel spill. In 2012, Mr. Pizzirusso was named as one of four “Rising Stars under 40” by Law360 in Consumer Protection and Privacy law. Additionally, The Benchmark Plaintiff Guide to America’s Leading Plaintiff’s Firms and Attorneys has named Mr. Pizzirusso as one of the country’s top “Antitrust Litigation Stars” and one of DC’s “Local Litigation Stars.”

Mr. Pizzirusso has been asked to appear as a panelist at several conferences around the country and presented on topics including consumer protection law, toxic torts, and public interest litigation. Mr. Pizzirusso is also the author of several published papers.

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Education • University of Tennessee-Knoxville, B.A., summa cum laude, 1998 • George Washington University Law School, with honors, 2001

Bar Admissions • District of Columbia • Virginia • The Supreme Court of the United States • The Fourth Circuit Court of Appeals • Several federal district courts

Professional Affiliations • Vice Chair, ABA Antitrust Section’s Trade, Sports, Professional Associations Committee (2012- 2013 ABA Year) • Adjunct Professor, Environmental and Toxic Torts, George Washington University Law School, 2009 • Visiting Associate Professor of Clinical Law, Vaccine Injury Clinic, George Washington University Law School, 2007

Publications and Honors • Co-author, “From the gold mine to the courtroom — Toxic tort, silicosis and the largest class- action lawsuit in South African history,” WESTLAW JOURNAL, TOXIC TORTS (Vol. 30, Issue 8/May 30, 2012) • Benchmark Plaintiff Guide 2011/2012 — Named as “National Antitrust Star” (2011) and “Local Litigation Star” (2011/2012) • Lawdragon’s Lawyer Limelight: http://www.lawdragon.com/lawyer-limelights/james-pizzirusso/ (January 5, 2012) • Author, “Liberalizing Rule 27 in the Twombly/Iqbal Era,” Law 360 (November 11, 2009) • Author, “Utilizing Novel Technologies to Sustain Trespass and Battery as Toxic Torts,” The Environmental Litigator (Spring, 2008) • Author, “Agency Rule-Making Power and the Clean Air Act: Putting the Brakes on American Trucking,” Spring 2001 Term: Whitman v. American Trucking Associations, Inc., 7 Environmental Law 729 (June, 2001) • Author, “Increased Risk, Fear of Disease and Medical Monitoring – Are Novel Damage Claims Enough to Overcome Causation Difficulties in Toxic Torts?” 7 Environmental Law 183 (September, 2000)

Presentations • Speaker— “Independent Retired Football Players Summit & Conference,” May 2012 — Las Vegas, NV • Facilitator — Cambridge Forums, “Plaintiff’s Class Action Forum,” April 2012 — Santa Barbara, CA • “Toxic Trespass and Other New and Emerging Toxic Torts,” ABA Committees Joint CLE Seminar, January, 2008, Snowmass, CO • “Strategies for Pursuing Litigation Remedies,” Northeast Regional Conference on Eliminating Childhood Lead Poisoning, November, 2006, Providence, RI • “Outlook for Litigation,” North Central Regional Conference on Eliminating Childhood Lead Poisoning, September, 2006, Chicago, IL

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• “Developing Novel Theories of Recovery in Toxic Tort Litigation,” Contamination Examination: A Workshop on the Changing Face of Chemical Contamination Litigation, ABA CLE Program - September 2006, Wilmington, DE • “Consumer Protection Law,” D.C. Bar Animal Law Conference, American University Washington College of Law - April, 2004, Washington, DC • “Public Interest Tort Litigation: Using Private Tort Actions to Further Environmental Justice & Public Ends,” The Public Interest Environmental Law Conference, University of Oregon School of Law - March, 2003, Eugene, OR

Brent W. Landau

Mr. Landau is a partner in Hausfeld LLP’s Philadelphia office. His practice focuses on representing plaintiffs in complex antitrust and consumer protection litigation. He has litigated claims of price-fixing and monopolization involving products and industries as varied as vitamins, microprocessors, transparent tape, medical devices, and stock car racing. In other cases, his clients have included consumers defrauded by manufacturers of “light” cigarettes and Indonesian villagers subjected to human rights abuses. The Legal 500 has recommended him as “very professional and personable.”

Mr. Landau graduated from the State University of New York at Binghamton, where he received a B.A. in History and Philosophy (summa cum laude, 1998) and was a member of Phi Beta Kappa. He obtained his law degree from Harvard Law School (cum laude, 2001), where he was co-chairperson of the Tenant Advocacy Project and a supervising editor of the Harvard Journal on Legislation.

After law school, Mr. Landau served as a judicial law clerk to the Honorable Bruce W. Kauffman, United States District Court for the Eastern District of Pennsylvania. He then worked for six years at Cohen, Milstein, Hausfeld & Toll, P.L.L.C. before joining Hausfeld LLP.

Mr. Landau has been invited to speak on panels regarding the antitrust laws and other topics and is the author of several published articles. He is a member of the editorial board of The Antitrust Practitioner, an editor of Antitrust Law Developments, and a mediator in the Philadelphia Court of Common Pleas Landlord-Tenant Appellate Mediation Program.

Currently, among other matters, Mr. Landau is counsel for the plaintiffs in In re Air Cargo Shipping Services Antitrust Litigation, MDL No. 1775 (E.D.N.Y.), which has resulted in approximately $485 million in settlements to date.

Education • State University of New York at Binghamton, B.A., summa cum laude, 1998; • Harvard Law School, J.D., cum laude, 2001

Bar Admissions • Pennsylvania • New York • District of Columbia • United States District Court for the District of Columbia • United States District Court for the Eastern District of Pennsylvania • United States Court of Appeals for the Second Circuit • United States Court of Appeals for the Ninth Circuit

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Affiliations & Honors • Named as one of Law360’s Rising Stars Under 40, Competition category (2013) • Judicial law clerk to Honorable Bruce W. Kauffman, United States District Court for the Eastern District of Pennsylvania (2001-2002) • Member, Editorial Board, The Antitrust Practitioner • Editor, Antitrust Law Developments • Mediator, Philadelphia Court of Common Pleas Landlord-Tenant Appellate Mediation Program • Recommended Lawyer, Legal 500 (2010)

Publications • Has Hydrogen Peroxide Really Made Antitrust Class Certification More Difficult?,” The Antitrust Practitioner (2010) • “Sovereign Immunity and You: How New York State Employees Can Enforce Their Federal Employment Rights,” United University Professions Working Paper Series (2005) • “State Employees and Sovereign Immunity: Alternatives and Strategies for Enforcing Federal Employment Laws,” 39 Harv. J. on Legis. 169 (2002) • “State Bans on City Gun Lawsuits,” 37 Harv. J. on Legis. 623 (2000)

Presentations • ABA Section of Antitrust Law, Types of Restraints that Violate Section 1 (2010) • United University Professions, Preserving the Rights of Public Employees (2005)

Arthur N. Bailey, Jr.

Mr. Bailey is a partner at the firm who has worked on multidistrict antitrust matters including In re TFT-LCD (Flat Panel) Antitrust Litigation, MDL 1827 (N.D. Cal.), alleging a conspiracy by manufacturers to fix prices of TFT-LCD panels used in products such as computer monitors, televisions, and cell phones; In re Rail Freight Fuel Surcharge Antitrust Litigation (D.D.C.), alleging price fixing of rail freight fuel surcharges by the nation’s dominant freight-shipping railroads, and In re Aftermarket Automotive Lighting Products Litigation, MDL 2007 (C.D. Cal.), a case alleging a conspiracy by manufacturers to fix prices of aftermarket auto lights and lamps.

Other cases Mr. Bailey has worked on include Bruce Foods Corporation vs. SK Foods, LP. et al., (E.D. Cal.), alleging a conspiracy by processors to fix prices of processed tomato products, and In re Student-Athlete Name & Likeness Licensing Litigation (N.D. Cal.) a case alleging antitrust violations by the NCAA and its member schools involving the commercial use of the likenesses of its student-athletes.

Mr. Bailey is also the author of an amicus curiae brief filed on behalf of the California Teachers Association in the Proposition 8 same-sex marriage case pending before the Ninth Circuit Court of Appeals.

Prior to joining the firm, Mr. Bailey was an attorney at Cohen, Milstein, Hausfeld & Toll, PLLC, as a member of its antitrust practice group. He also was employed at Kaplan Fox & Kilsheimer LLP where he worked on antitrust, securities fraud and consumer fraud class action cases.

Education • Wooster College, BA., 1984 • University of Tulsa, J.D., 1999

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Bar Admissions • California

Reena A. Gambhir

As a partner at Hausfeld LLP, Reena A. Gambhir works on international and domestic antitrust/competition and human rights matters.

In the international antitrust/competition field, Reena A. Gambhir currently represents purchasers of marine hose worldwide who seek a recovery of overcharges as a result of a global price-fixing cartel. This case resulted in a recent landmark private global settlement agreement in the matter with cartelist Parker ITR and the launching of an action in the London High Court against cartelist Dunlop. She also works extensively on legal issues related to the private civil enforcement of competition laws and the mechanisms for collective redress around the world.

Domestically, Ms. Gambhir currently works on, among other matters, In Re: Refrigerant Compressors Antitrust Litigation (E.D. Mich.) alleging price-fixing on behalf of direct purchasers. Ms. Gambhir’s recent achievements include helping to secure settlements totaling almost $100 million in an antitrust case involving the chemical industry (In Re Hydrogen Peroxide Antitrust Litigation, (E.D. Pa.)). Ms. Gambhir also helped secure a $5.1 million Cy Pres award to endow a Center for Competition Law at The George Washington University Law School, resulting from a portion of a class-action settlement in the case of Diamond Chemical Company, Inc. v. Akzo Nobel Chemicals B.V. and Atofina Chemicals, Inc, et al.

Among international human rights and environmental matters, Ms. Gambhir currently represents residents of Bhopal, India who are exposed to the 1984 Union Carbide gas leak’s uncontrolled remaining toxic waste. Ms. Gambhir also assisted in the representation of the former “comfort women”, women and girls who were forced into sexual slavery during World War II. In her pro bono work, among other successes and cases, Ms. Gambhir has successfully represented a Nepali citizen in United States Immigration Court in political asylum proceedings.

Ms. Gambhir Co-Chairs the firms’ Summer Associate Committee, and Mentoring program. She is also a member of Hausfeld LLP’s Business Development Committee and Pro Bono Committee.

Education • Boston College, English Literature, B.A., (minor in American Gender and Race Studies) (cum laude) 1999 • University of Chicago, M.A., Humanities, 2000 • National Law Center, George Washington University, J.D., 2004 (with honors)

Bar Admissions • Massachusetts • District of Columbia

Affiliations & Honors • Recently profiled in Diversity Journal’s 11th Annual Women Worth Watching, 2013

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• Member, ABA Antitrust Section’s International Cartel Task Force • National Law Center, George Washington University, Thurgood Marshall Scholar

Seth R. Gassman

Seth R. Gassman, Of Counsel with the firm, has nearly a decade of antitrust litigation and regulatory experience. He has represented clients in many different industries over the course of his career, including manufacturing, transportation, pharmaceuticals and health care industries.

Mr. Gassman currently specializes in representing victims of domestic and international anticompetitive conduct. Among his current cases, Mr. Gassman is litigating:

. In re Rail Freight Fuel Surcharge Antitrust Litigation, where he represents a certified class of shippers who allege that the nation’s largest freight-shipping railroads conspired to fix rail-freight fuel surcharges; . In re New Jersey Tax Sale Certificates Antitrust Litigation, where he represents a proposed class of New Jersey property owners who – as the result of an alleged bid- rigging scheme that has already led to several criminal guilty pleas – either must pay inflated rates to redeem liens on their property or face foreclosure; . In re Blood Reagents Antitrust Litigation, where he represents a class of laboratories and other purchasers who allege that the two leading manufacturers of a critical component used in a number of tests performed to detect and identify certain properties of the cell and serum components of human blood fixed prices for nearly a decade; and . In re Polyurethane Foam Antitrust Litigation, where he represents a proposed class of purchasers who allege that manufacturers conspired to inflate polyurethane foam prices.

Articles & Speaking Engagements • Jay L. Himes and Seth R. Gassman, “No Rest{itution} for the Weary: Crime Victims and Treble Damages in Antitrust Cases,” BNA’s Antitrust and Trade Regulation Report,” November 18, 2011 • Michael Hausfeld, Steig Olson & Seth Gassman, “Antitrust Class Actions: Continued Vitality,” Global Competition Review, The Antitrust Review of the Americas, 2008 • “Global Enforcement of Anticompetitive Conduct,” presented in Florence, Italy at The Tenth Annual Sedona Conference on Antitrust Law & Litigation: The Globalization of Antitrust Enforcement, September 2008. • Gassman, Seth. “Direct Democracy as Cultural Dispute Resolution: The Missing Egalitarianism of Cultural Entrenchment.” 6 NYU Journal of Legislation and Public Policy 525 (2002-2003)

Education • University of California at Berkeley, B.A., English, 1999 (with honors) • New York University School of Law, J.D., 2003

Affiliations & Honors

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• Senior Symposium Editor, New York University School of Law Journal of Legislation and Public Policy • Newman Prize Recipient for article, “Direct Democracy as Cultural Dispute Resolution: The Missing Egalitarianism of Cultural Entrenchment” • Commencement Speaker, University of California at Berkeley, Departmental Graduation

Bar Admissions • District of Columbia • State of New York • Southern District of New York • Eastern District of New York • Eastern District of Michigan

Michael Schumacher

Michael Schumacher is Of Counsel with the firm and a member of the Financial Services Group. Mr. Schumacher’s practice primarily focuses on representation of institutional investors, including Taft Hartley and public pension funds, in securities litigation, ERISA, and corporate governance matters.

Prior to joining Hausfeld LLP, Mr. Schumacher worked with Bernstein Litowitz Berger and Grossmann LLP. He earned his Bachelor of Arts in Political Science from the University of California, Berkeley and his Juris Doctor degree from the University of Southern California Gould School of Law. He is admitted to the State Bar of California.

Affiliations • Association of Benefit Administrators • International Foundation of Employee Benefit Plans • Labor and Employment Law Section of the State Bar of California • Made in America Taft Hartley Benefit Fund Summit, past participant • National Coordinating Committee for Multi-Employer Plans, past participant • Southern California Association of Benefit Plan Administrators

Sathya S. Gosselin

Mr. Gosselin is an associate in Hausfeld LLP’s Antitrust, Sports & Entertainment, and Securities and Financial Services practice groups and a member of the firm’s Pro Bono Committee and Business Development Committee. Although active in many matters, Mr. Gosselin focuses much of his attention on In re Rail Freight Fuel Surcharge Antitrust Litig. (D.D.C.), in which shippers nationwide seek damages for alleged price-fixing of rail-freight fuel surcharges by the nation’s largest freight-shipping railroads. Other representative engagements include:

. In re NCAA Student-Athlete Name & Likeness Licensing Litig. (N.D. Cal.) . In re Polyurethane Foam Antitrust Litig. (N.D. Ohio) . In re Commodity Exchange, Inc. Silver Futures and Options Trading Litig. (S.D.N.Y.)

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Mr. Gosselin also shares the firm’s commitment to pro bono legal services. He recently obtained asylum for a Nepali political activist who fled the country after Maoist guerillas persecuted the activist for his pro-democracy political activities. This pro bono victory will enable the client to secure employment and settle permanently in the United States with his immediate family.

Prior to joining the firm, Mr. Gosselin served as a staff law clerk for the United States Court of Appeals for the Seventh Circuit (2007-2009) and Deputy Director of the ACLU of Texas’s Prison & Jail Accountability Project (2003-2004).

Articles & Speaking Engagements • Michael D. Hausfeld, Brent W. Landau, Sathya S. Gosselin, “CAT-astrophe: The Failure of “Follow-On” Actions.” American Bar Association’s International Cartel Workshop, February 2012 • Hausfeld LLP and Milberg LLP, E-Discovery Today: The Fault Lies Not In Our Rules…, 4 FED. CTS. LAW REV. 2 (2011) • Panelist, Cornell Law School, “Your Small Firm Career,” Oct. 18, 2010 • Michael D. Hausfeld and Sathya S. Gosselin “Parents, Be Aware of the Behavior of Your Children”: Intra-Enterprise Accountability and Extraterritorial Jurisdiction in the European Union, 2010 ABA/IBA International Cartel Workshop, Feb. 10-12, 2010 • Michael D. Hausfeld, Steig D. Olson & Sathya S. Gosselin, The United States Heightens Plaintiff’s Burden of Proof on Class Certification: A Response, Global Competition Litig. Rev., Volume 2 Issue 4/2009.

Education • Vassar College, B.A., Religion, 1999 (with honors) • Cornell Law School, J.D., 2007

Affiliations & Honors • Symposium Editor, Cornell Law Review

Bar Admissions • California • District of Columbia Bar

Melinda Coolidge

Ms. Coolidge is an associate at the firm focusing on antitrust and consumer cases. She is currently involved in several cases, including In re International Air Transportation Surcharge Antitrust Litigation, MDL 1793, involving an international cartel among major airlines to fix the price of fuel surcharges for passenger flights, and In re Air Cargo Shipping Services Antitrust Litigation, MDL 1775, involving fixing prices of cargo shipments worldwide.

Prior to joining the firm, Ms. Coolidge served as a research assistant to Former Commissioner of the Federal Trade Commission, Robert Pitofsky, conducting research for his casebook, Trade Regulation, and for his book on the impact of conservative economic analysis on antitrust law, Where the Chicago School Overshot the Mark. She also served as the Senior Articles Editor on the Georgetown Journal of Gender and the Law. During her summers in law school, she worked at a boutique litigation firm

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representing whistleblowers against the government and at Heller Ehrman, LLP. Prior to attending law school, she worked at Public Citizen, a national consumer advocacy non-profit organization.

Education • Tufts University, International Relations and French, B.A., 2003 (magna cum laude) • Georgetown University Law Center, J.D., 2008 (cum laude)

Bar Admissions • Maryland • District of Columbia

Timothy S. Kearns

Mr. Kearns is an associate in Hausfeld LLP’s financial services group. His practice focuses on securities litigation. Mr. Kearns is currently representing a group of HearUSA stockholders in a suit against Siemens Hearing Instruments, alleging that SHI engaged in a number of securities violations aimed at driving down the price of HearUSA’s common stock. His other matters include representing of a Korean bank in lawsuits alleging securities fraud arising out of CDO transactions, representing a pension fund in litigation alleging unfair business practices against Bank of New York Mellon in its execution of certain foreign exchange transactions, and In re Libor-Based Financial Instruments Antitrust Litigation, MDL 2262, which alleges a conspiracy to suppress the London Inter-Bank Offered Rate by member banks on the U.S.-dollar LIBOR panel.

Mr. Kearns began his legal career at Skadden, Arps, Slate, Meagher & Flom LLP, where his practice focused on securities litigation, shareholder-derivative litigation and derivatives regulation. He was active in pro bono representations, including playing a key role in drafting briefs to the Third Circuit and Supreme Court in Doe v. Indian River School District, ultimately resulting in an injunction against the defendant school district’s practice of conducting sectarian prayers before meetings and LowCountry Immigration Coalition v. Haley, where he drafted an amicus brief on behalf of victims of domestic violence challenging South Carolina’s immigration law.

He is also the author of The Chair, the Needle, and the Damage Done: What the Electric Chair and the Rebirth of the Method-of-Execution Challenge Could Mean for the Future of the Eighth Amendment, which was published by the Cornell Journal of Law and Public Policy in 2006.

Education • Iowa State University, B.A., 2003 • Cornell Law School, J.D., 2006 (cum laude)

Bar Admission • Supreme Court of the State of Delaware • District of Columbia Court of Appeals • District of Delaware • Eastern District of Wisconsin

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Jeannine M. Kenney

Ms. Kenney is an associate at the firm focusing on antitrust and human rights litigation. She is currently involved in In re South African Apartheid Litigation, MDL 1499, alleging that multi-national corporations aided and abetted the commission of crimes against humanity by the security forces of the apartheid regime; In re Municipal Derivatives Antitrust Litigation, MDL 1950, alleging that providers and brokers of municipal derivatives conspired to rig bids for those derivatives; In re Processed Egg Products Antitrust Litigation, MDL 2002, alleging egg producers and trade groups conspired to restrict the domestic supply of eggs and egg products; and In re Blood Reagents Antitrust Litigation, MDL 2081, alleging manufacturers of blood reagents conspired to fix the prices of those products; among other matters.

Prior to joining the firm, Ms. Kenney served as a law clerk for the Honorable Cynthia M. Rufe, United States District Court Judge, Eastern District of Pennsylvania. While attending the Georgetown University Law Center, Ms. Kenney was a member of the Georgetown Law Journal, and was enrolled in the Center’s widely-respected Appellate Litigation Clinic during which she received the International Academy of Trial Lawyers’ Student Advocacy Award for her work on Lytes v. DC Water and Sewer Authority, No. 08-7002 (D.C. Cir. 2009) .

Before obtaining her Juris Doctor, Ms. Kenney worked for many years in government affairs, including as a Senior Policy Analyst for Consumers Union, publisher of Consumer Reports, where she advocated for consumer interests before Congress and federal agencies (1997-1999, 2005-2008); as Vice President of Domestic Affairs and Communications Director for the National Cooperative Business Association, representing consumer, producer, and purchasing cooperatives (2000-2005); and as a legislative assistant on agriculture and food security among other issues, for United States Senator Herb Kohl (1999-2000) and former United States Senator Russ Feingold (1993-1997).

Education • University of Wisconsin-Madison, B.A. Political Science & Economics (with distinction), 1988 • Georgetown University Law Center, J.D., 2009 (magna cum laude, Order of the Coif)

Bar Admissions • Commonwealth of Pennsylvania • District of Columbia

Swathi Bojedla

Swathi Bojedla is an associate at Hausfeld LLP. She focuses on antitrust law. She is currently involved in several matters, including In Re Cathode Ray Tube Antitrust Litigation, MDL 1917, alleging a global conspiracy to fix the prices of cathode ray tubes used in televisions and computers. She is also involved in class action lawsuit filed on behalf of retired NFL players, in which the plaintiff class claims that the NFL Players’ Association did not validly represent retired players in recent CBA negotiations with the NFL.

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While attending the Georgetown University Law Center, Ms. Bojedla was enrolled in the Center’s Institute for Public Representation, a civil rights clinic, where she worked on Title VII litigation in federal district court.

Education • Brown University, B.A., Human Biology & Public Policy, 2007 • Georgetown University Law Center, J.D., 2011

Bar Admissions • New York

Nathaniel Giddings

Nathaniel Giddings is an associate at Hausfeld LLP, where he focuses on financial services and antitrust law. He is currently working on several matters, including In re Libor-Based Financial Instruments Antitrust Litigation, MDL 2262, which alleges a conspiracy to suppress the London Inter- Bank Offered Rate by member banks on the U.S.-dollar LIBOR panel, and MTB Investment Partners, LP v. Siemens Hearing Instruments, which alleges a fraudulent scheme to drive down the price of HearUSA common stock in violation of federal securities laws. He is also involved in Carlton Douglas Ridenhour (“Chuck D”) v. UMG Recordings, Inc., alleging the underpayment of royalties owed to recording artists for digital downloads, and Johnson’s Village Pharmacy, Inc. and Russell’s Mr. Discount Drugs, Inc. v. King Pharmaceuticals, Inc., alleging the unlawful exclusion of generic competition for the pharmaceutical drug Skelaxin (Metaxalone).

Prior to joining the firm, Nathaniel held positions with the USDA: Office of the General Counsel’s Conservation and Environment and Marketing Divisions. He has also worked at the Wayne County Prosecutor’s Office in Detroit, Michigan.

Education • Michigan State University, James Madison College of Public Affairs, B.A., Political Theory and Constitutional Democracy, 2008 • The George Washington University Law School, J.D., 2011

Bar Admissions • Illinois • Northern District of Illinois • District of Columbia

Affiliations and Honors • Illinois State Bar Association • American Bar Association o Section of Antitrust Law o Young Lawyers Division • Senior Production Editor, George Washington Journal of Energy and Environmental Law (2010-2011)

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Publications • Nathaniel C. Giddings, Note, Go Offshore Young Man! The Categorical Exclusion Solution to Offshore Wind Farm Development on the Outer Continental Shelf, 2 GEO. WASH. J. ENERGY & ENVTL. L. 75 (2011). • Nathaniel C. Giddings & Laurie Ristino, Proposal: A Uniform Act for Wind Rights, 8 A.B.A. SEC. ENV’T ENERGY & RESOURCES NEWSL. 1 (2011).

Kristen Ward Broz

Kristen Ward Broz is an associate at Hausfeld LLP, where she focuses on antitrust, mass tort, international, and financial services law. She is currently involved in several matters, including Chinese- Manufactured Drywall Products Liability Litigation MDL 2047, alleging damages to class members’ homes, personal property and bodies arising from defective drywall, Khulumani v. Barclays National Bank Ltd., alleging that defendant multi-national corporations aided and abetted the commission of crimes against humanity by the security forces of the apartheid regime, and Stationary Engineers Local 39 Pension Trust Fund v. Bank of New York Mellon, alleging damages resulting from defendant’s practice of deceptively assigning fictitious foreign currency exchange rates to class members’ purchases and sales of foreign securities.

Prior to joining the firm, Kristen served as a research assistant to Professors Sonia Suter and Jerome Barron at The George Washington University Law School. She also worked in the International Bureau of the Federal Communications Commission and the Office of General Counsel of the National Wildlife Federation.

Education • University of Virginia, B.A. English and History, 2006 • The George Washington University Law School, J.D., cum laude, 2011

Bar Admissions • District of Columbia • Virginia

Affiliations and Honors • Recipient of Judge Albert H. Grenadier Award for Excellence in Oral Advocacy • Adjunct Professor, Capitol College (2011 – 2013) • Mid-Atlantic Regional Administrator, Philip C. Jessup International Law Moot Court Competition (2012-2013) • Associate, The George Washington International Law Review (2009 - 2011) • Third Place for Memorials, Mid-Atlantic Regional Round of the 2011 Philip C. Jessup International Law Moot Court Competition • Finalist, Grenadier International Law Moot Court Competition (2010) • Member, Moot Court Board (2010 – 2011) • Member, Mock Trial Board (2009 – 2011) • Member, Alternative Dispute Resolution Board (2008 – 2011)

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Publications • “The Business of American Courts in Kiobel v. Royal Dutch Petroleum.” By Michael Hausfeld and Kristen Ward Broz. Jurist – Sidebar, October 2012 • Kristen M. Ward, Telecommunications Law, GUIDE TO INTERNATIONAL LEGAL RESEARCH, ch. 23 (GEO. WASH. INT’L LAW REV. ed., Matthew Bender 2011) • Kristen M. Ward, Book Review of Tricia D. Olsen, Leigh A. Payne and Andrew G. Reiter, Transitional Justice in Balance: Comparing Processes, Weighing Efficacy (United States Institute of the Peace Press, 2010) to be published in Volume 43.1 of the Geo. Wash. Int’l Law Rev.

Mindy Pava

Mindy Pava is an associate at Hausfeld LLP, where she focuses on antitrust law. She is currently involved in several cases, including In re Polyurethane Foam Antitrust Litigation (N.D. Ohio), where domestic purchasers are seeking redress for defendants’ alleged price-fixing and In re New Jersey Tax Sales Certificates Antitrust Litigation (D. N.J), where New Jersey taxpayers who became delinquent on their real property tax obligations and faced potential foreclosure are alleging a bid-rigging conspiracy related to the purchase of tax sale certificates at municipal auctions.

Prior to joining the firm, Mindy served as a judicial law clerk to Judge Lawrence P. Fletcher-Hill in the Circuit Court for Baltimore City for the 2011-12 year. While attending the Emory School of Law, she served as Executive Symposium Editor of the Emory International Law Review and received the Debra Cohen de Rothschild Scholarship in recognition of her trial advocacy skills. Mindy also interned for the corporate litigation division of The Coca-Cola Company’s Legal Department and for the United States Department of Justice’s Antitrust Division.

Before attending law school, Mindy worked as a reporter for four years at newspapers including The Post and Courier (Charleston, South Carolina) and the Durham Herald-Sun.

Education • Northwestern University, B.S. Journalism, 2004 • Emory University School of Law, J.D., cum laude, 2011

Bar Admissions • District of Columbia • Maryland

Affiliations and Honors • Emory Law Dean’s Book Award, Top Grade in Commercial Sales, Spring 2011 • Recipient of Emory Law’s Debra Cohen de Rothschild Scholarship for trial advocacy skills • Executive Symposium Editor, Emory International Law Review (2010 – 2011) • Staff Member, Emory International Law Review (2009-2010)

Publications • Mindy B. Pava, The Cuban Conundrum: Proposing an International Registry for Well-Known Marks, 25 Emory Int’L L. Review 631 (2011).

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ANNEX 3 Hausfeld & Co. LLP

Hausfeld & Co LLP is a leading litigation practice, based in the City of London. We specialise in competition (antitrust) litigation, complex commercial litigation, financial services disputes, consumer and human rights law, often with an international dimension. The firm looks to achieve the best possible results for clients through a practical and commercial approach, avoiding litigation where feasible, yet litigating robustly when necessary. We have extensive experience of alternative litigation funding structures thereby allowing clients maximum flexibility in terms of managing their exposure to costs risk. As a claimant practice, we are also typically “conflict-free”, enabling us to take on matters such as claims against financial institutions or banks that other City law firms are often conflicted from acting on.

In appropriate cases, our team works closely with our associate firm, Hausfeld LLP, headquartered in Washington D.C., with offices in San Francisco and Philadelphia. This collaborative approach enables clients to benefit from the extensive knowledge and expertise of both teams. Our international capability, combined with close ties to other leading law firms in Europe, gives us the edge in tackling cross-jurisdictional disputes and negotiating global settlements.

Primary Practice Areas

Competition (Antitrust) Litigation Complex Commercial Litigation Securities and Financial Services Litigation Consumer Protection Civil and Human Rights Sports and Entertainment

Examples of current cases

Air Cargo

The Cartel

The European Commission (EC) announced on 9 November 2010 its decision to fine 11 air cargo carriers a total of €799,445,000 for operating a worldwide cartel which affected cargo services within the European Economic area (EEA). Several known airlines are among the 11 undertakings fined, namely Air Canada, Air France-KLM, British Airways, Cathay Pacific, Cargolux, Japan Airlines, LAN Chile, Martinair, SAS, Singapore Airlines and Qantas. The cartel members coordinated various elements of price for a period of over six years, from December 1999 to 14 February 2006. The cartel arrangements consisted of numerous contacts between airlines, at both bilateral and multilateral level, covering flights from, to and within the EEA. There are other investigations concerning the cartel on record in the US, Canada, Australia, New Zealand, South Korea and South Africa. These foreign investigations have led to yet more fines being imposed on the 13 airlines implicated in the EC decision as well as on 12 additional airlines. Foreign investigations are ongoing.

Our Actions

Hausfeld commenced proceedings against BA in the High Court in London on 18 September 2008 on behalf of two UK flower importers who are direct and indirect purchasers of air freight services,

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the prices for which were inflated by the air cargo cartel between December 1999 and 14 February 2006 (the Emerald Action). Since then almost 300 claimants have been added to the Emerald Action, with many more now preparing to be added to the claim. Among them are companies listed in the Fortune Global 500 and Forbes Global 2000, as well as both Business Week and Interbrand 100 Best Global Brand.

The Emerald Action was commenced against BA on the basis of joint and several liability: that is on the basis that BA are liable for the whole loss arising from the cartel and not just the harm to their own customers. Consequently, BA has now added to the Emerald Action all of the co-cartelists which were named in the EC’s decision. BA’s move made the High Court in London the natural hub of all EU litigation in respect of the air cargo cartel as it is the first court seized of the matter. Proceedings are at present temporarily stayed pending the publication of the EC decision. Once it is published the Emerald Action will be able to proceed on a strong footing, as the EC decision is binding on the Court insofar as it relates to the named defendant air cargo carriers.

Candle Wax

The Cartel

In October 2008, the European Commission found that wax manufacturers from 9 corporate groups representing over 75% of the market had participated in illegal price fixing and market allocation for sales of paraffin wax and slack wax for periods between 1992 and 2005. The cartelists included companies from ExxonMobil, ENI, H&R/Tudapetrol, MOL, Repsol, RWE, Sasol, Shell and Total.

Our Actions

Proceedings were commenced against companies from the Shell and Exxon groups in the High Court in London in July 2009. On the principle that cartelists are jointly and severally liable for losses arising from the cartel, our clients seek to recover all their losses from Shell and Exxon without need to claim directly against the remaining members of the cartel. Contribution proceedings were commenced by Shell in November 2009 in which they claim a contribution to any judgment from all other participants in the cartel. Proceedings against both Shell and Exxon are currently stayed at the joint request of the parties.

Carbon Graphite

Hausfeld & Co, together with Spanish law firm Cuatrecasas Gonçalves Pereira, are acting for a number of European rail companies against a number of defendants: Morgan Crucible Company plc; Schunk GmbH; SGL Carbon AG; Mersen SA (formerly Le Carbone Lorraine SA); and Hoffman & Co. Elektrokohle AG, further to their involvement in the Carbon Graphite Cartel. The Cartel affected the European market, worth around €290 million a year, over an eleven year period.

The Cartel

In December 2003 the European Commission imposed fines totaling €101m on five corporate groups for operating a cartel which affected the market for electrical and mechanical carbon and graphite products throughout Europe between 1988 and 1999. A sixth company, Morgan Crucible, also participated in the cartel, but received immunity from fines for being the first to denounce the illegal behaviour to the Commission. The infringement decision by the Commission forms the basis of this

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action against the cartelists, because in follow-on damages actions before national courts, a Commission decision is binding proof that the anti-competitive behaviour took place and was illegal.

Our Actions

Proceedings were brought in the UK Competition Appeal Tribunal in 2010. Morgan Crucible applied to have the claim struck out on the basis of a limitation argument. This issue is currently before the Court of Appeal with a decision expected imminently.

Marine Hose

We are acting for an extensive group of purchasers of marine hoses, including some of the biggest oil companies in the world, to recover losses from a global cartel which inflated the price of marine hoses. Marine hoses are specialist oil industry products used to load sweet or processed crude oil and other petroleum products from offshore facilities (for example buoys, floating production storage and offloading systems) onto vessels and to offload them back to offshore or onshore facilities (for example buoys or jetties).

The Cartel

In 2009, the European Commission found that a number of manufacturers of marine hoses (Bridgestone Corporation, Bridgestone Industrial Ltd, The Yokohama Rubber Company Limited, Dunlop Oil & Marine Limited (including ContiTech AG andContinental AG) Trelleborg Industrie SAS, Trelleborg AB, Parker ITR Srl, Parker Hannifin Corporation, and Manuli Rubber Industries SpA) had conspired between at least 1986 and 2008 to allocate tenders, fix prices, fix quotas, fix sales conditions, share geographic markets and exchange sensitive information on prices, sales volumes and procurement tenders.

Our Actions

Proceedings were commenced against Dunlop Oil & Marine Limited in the London High Court in July 2009 by Waha Oil Company seeking damages. Waha subsequently commenced further actions against Trelleborg and Bridgestone for recovery of damages in December 2010. Previously, in 2009 Hausfeld & Co LLP announced a groundbreaking global settlement agreement with Parker ITR regarding its involvement in the marine hose cartel. The settlement allows any purchaser of marine hose from Parker ITR anywhere in the world, other than direct purchasers of marine hose in US commerce, to claim compensation in respect of losses arising from the cartel, irrespective of where they reside or where the marine hose was purchased from.

Legal expenses insurance and funding

The EU estimates that the actions of illegal cartels cost businesses €2-3bn every year. Companies that suffer losses from cartel price-fixing and other anti-competitive practices deserve compensation but are sometimes deterred from action by the costs of litigation. To overcome this obstacle, Hausfeld & Co. works with insurers and third party litigation funders to develop innovative funding mechanisms that minimise the financial risks of seeking compensation.

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• The firm helps put in place “After the Event” litigation insurance cover to protect claimants against the risk of having to pay the defendant’s costs if the claim was not successful. Claimants are liable for the insurance premium only at the end of the case and where it is successful. • Hausfeld & Co. is prepared to provide its services on a conditional “success only” basis whereby the firm is only paid its legal fees if the claim succeeds. • Options are also available to arrange for third party funders to assist in funding the legal expenses of bringing a claim such as the costs of expert economists. • This combination provides a unique opportunity for victims of cartels to seek compensation without the usual costs and cost risks of litigation.

The firm focuses on cartel cases where a competition authority or court has already found the cartelists to be liable or is highly likely to do so. The firm uses this decision as the basis for “follow on” claims by claimants either individually or on a group basis in national courts in the EU; these courts must apply the decision and find the cartelists liable for the infringement.

Hausfeld & Co works with expert economists and forensic accountants to establish that the cartelists’ illegal behavior caused losses to claimants and to quantify that loss. The firm will only advises clients to proceed with a claim that its attorneys think has good prospects of success and where they believe that the insurance in place is sufficient to cover the risks that may arise in bringing the claim.

Hausfeld & Co LLP Attorneys

Anthony Maton

Anthony Maton is Managing Partner of Hausfeld & Co LLP, specialising in competition and financial services litigation. He has extensive experience of complex international dispute resolution including litigation, arbitration and mediation in a number of different jurisdictions. He has acted for Governments, in regulatory investigations, for multinationals and for private business, and has worked in the USA and extensively throughout Europe, the Middle East and the Gulf.

Mr. Maton is a Solicitor with over 15 years experience, having been a Partner in McGrigors and an Associate at Slaughter & May. During this time, he worked in connection with many of the City’s financial services scandals (BCCI, Barings, the Co-op and AIG).

He is a member of the Chartered Institute of Arbitrators (having arbitrated under many rules including the LCIA, ICC and LME), an accredited Mediator and former Secretary and present Committee Member of the London Solicitors Litigation Association.

His recent experience includes acting in the Air Passenger settlement against BA/Virgin, acting against BA in the London arm of the global air cargo cartel litigation being run by Hausfeld, developing the Cartel Key funding methodology for cartel claims in the London Court and acting on the Parker Settlement in the Marine Hose cartel.

He has a first class Honours Degree in Modern History from the University of Oxford and has regularly spoken at conferences and seminars both in the UK and abroad.

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Lianne Craig

Lianne Craig is a Partner at Hausfeld & Co LLP in London. She advises on complex dispute resolution across a range of sectors, with particular expertise in corporate and commercial disputes and financial services. Much of her caseload is international or multi-jurisdictional in nature, with her experience spanning cases which have gone to full trial, to applications for injunctive or other interlocutory relief, usually in the Chancery Division or Commercial Court of the High Court in England and Wales. She is also experienced in arbitration and mediation.

Ms. Craig has acted for multinational corporations, SMEs, financial institutions, private equity and hedge fund investors and private individuals. She was involved in a number of heavyweight cases arising from the collapse of Lehman Brothers and has advised on a wide range of litigation matters including shareholder disputes (including warranty claims); general commercial disputes arising out of issues such as breach of contract, misrepresentation and breach of fiduciary duty; bondholder disputes; claims arising out of loan, structured finance and derivatives transactions; and cases involving involving large scale fraud and mis-selling of investments. Ms Craig routinely provides clients with advice and assistance in relation to the enforcement of foreign judgments and arbitral awards as well as obtaining evidence for use in foreign proceedings.

Since joining Hausfeld & Co in 2010, Ms. Craig has been heavily engaged in a number of follow- on damages claims for breaches of competition law.

Prior to joining the firm, Ms. Craig was a Senior Associate at Weil, Gotshal & Manges, before which she trained and qualified at Clifford Chance LLP.

Ms. Craig has a strong commitment to human rights and to pro bono work. She has worked pro bono for clients ranging from private individuals to UK charities and international NGOs.

She is a graduate of the University of Aberdeen (First Class LLB (Hons) with Belgian Law) and is fluent in Spanish, as well as speaking French to an advanced level.

Nicola Boyle

Nicola Boyle is a partner at Hausfeld & Co LLP in London. She joined the firm in October 2009 and is currently working on a number of competition, consumer and financial service complaints, seeking recovery on behalf of both businesses and individuals.

Ms. Boyle previously worked in the dispute resolution team at McGrigors. She has represented multi-nationals, private businesses, and individual claimants in a wide range of complex disputes, including product liability, professional negligence and a number of disputes in the financial services and energy sectors, . She is experienced in and a keen proponent of methods of alternative disputes resolution, having successfully resolved a number of complex multi-party disputes outside of the courts. She has also advised on a number of regulatory investigations and judicial review proceedings.

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Ms Boyle holds an LLB (Hons) and LLM in European and Environmental law, and previously taught on the undergraduate course in European law at the University of Birmingham.

Ingrid Gubbay

Ingrid Gubbay is a senior lawyer based at the London European office of Hausfeld & Co LLP. Ingrid practices competition litigation, and leads the London Consumer and Human Rights law practices, acting and advising a number of international NGO’s and charities, in actions including, on climate justice, the BskyB/Newscorp bid, and Indigenous land disputes with corporations. Prior to joining the firm, she was an Associate at the UK Financial Services Authority and later principal legal advisor of campaigns, at the largest Consumer Association in Europe, Which?

During her time at Which?, Ingrid worked closely with EU and UK regulators and enforcers, and conducted litigation under new collective action statutory powers including the UK’s first competition representative action for damages on behalf of consumers: JJB Sports v Consumer Association (1078/7/9/07).

Ingrid has had a distinguished background in practice in Australia, where she worked with Australian Indigenous communities in setting up legal outreach offices and advocacy, and was head of consumer litigation for the Legal Aid Commission (NSW), running test cases and collective actions. In 2009, on the 30th anniversary of the (“LAC”), her small team were awarded ‘most outstanding achievement in 30 years’ for a flood insurance case involving thousands of declined claimants against 8 major insurers, which ultimately led to the appointment of the Australian Insurance Ombudsman.

Ingrid has written and presented on private enforcement for damages in competition/antitrust law, and lectured at the University of New South Wales, Australia, and the University of Essex, in tort, administrative and international human rights law. She has worked in China as part of a select EU delegation of human rights ‘experts’, and in 2004, she was consultant on the landmark UK Court of Appeal case of “B” & ORS V FCO on the question of whether and in what circumstances the Human Rights Act 1998, British Diplomatic and Consular officials are to afford diplomatic protection to fugitives whose fundamental rights are under threat.

She is a member of the British Institute of International and Comparative law (BIICL) and was an appointed member of the comparative law group of the UK Civil Justice Council (working on collective actions) from 2006-2009 and is a member of the UK solicitors international human rights group (SIHG).

Tom Bolster

Tom Bolster is an associate at Hausfeld & Co LLP in London. He joined the firm in September 2011 and is currently assisting on a number of competition law matters, seeking recovery on behalf of both businesses and individuals. Tom focuses on competition and financial services litigation in England & Wales on behalf of claimants.

Tom previously worked at Hogan Lovells International LLP and trained at Baker & McKenzie. During this time he represented multi-nationals and individuals in a wide range of complex disputes in the

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construction, insurance and manufacturing sectors. He is experienced in methods of alternative dispute resolution and has successfully negotiated and settled commercial disputes outside of the courts.

Tom has a strong commitment to human rights and refugee law. He acted for UNHCR in its intervention before the domestic and EU courts in the case of Saeedi v Secretary of State for the Home Department.

He is a graduate of King’s College London (First Class LLB (Hons) in English & French Law) and Univerisité Paris 1, Panthéon-Sorbonne (Maitrise en Droit). Tom is fluent in French, and speaks German to an advanced level.

David Lawne

David Lawne joined Hausfeld & Co LLP as an associate in September 2011. David is currently working on a number of competition and financial services disputes.

David has experience acting on a wide range of international and domestic commercial disputes, including injunctive relief. In 2009 he worked as a Judicial Assistant to a High Court judge for a term of court, working on a complex conspiracy trial. In addition to his commercial experience, he has worked on a number of pro bono projects, including a placement as a legal assistant to the Ombudsman of Belize.

David graduated from the University of Warwick (First Class Hons) and trained at Dechert LLP. He speaks fluent Spanish.

Victoria Yuan

Victoria Yuan is an associate at Hausfeld & Co LLP in London. Victoria joined the firm in April 2012 upon admission as a solicitor and is currently involved in a number of follow-on damages claims on behalf of claimants in England and Wales. Her practice includes both general commercial and competition litigation.

Victoria completed her training contract at Simmons & Simmons LLP in London. Her experience includes representing multinationals and individuals in a variety of complex international and domestic disputes in the High Court and Court of Appeal of England and Wales. Victoria also has experience of international arbitration.

During her training, Victoria spent six months on secondment to the Tokyo office assisting in corporate and commercial matters. She also worked in the Capital Markets and European Competition and Regulatory groups.

Victoria graduated from Jesus College, Cambridge University in Land Economy. She speaks fluent Chinese Mandarin, proficient Spanish and conversational Japanese.

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David Romain

David Romain is an associate at Hausfeld & Co LLP. Having interned with the firm in the summer of 2010 he rejoined the team upon admission as a solicitor in September 2012. David is currently working on a number of follow-on damages claims and two major financial services disputes on behalf of claimants in various jurisdictions.

David trained as a solicitor with Nabarro LLP where he gained experience of commercial litigation, intellectual property and competition law. During his training, David spent four months on secondment to the firm’s Brussels office assisting on European Competition Law matters.

David read Spanish, Portuguese and Latin American Studies at The University of Manchester. He graduated with an honours degree and a distinction in spoken Portuguese. He then graduated from BPP Law School with distinctions in the Graduate Diploma in Law and the Legal Practice Course.

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ANNEX 4 Recent Publications

“The LIBOR Scandal and Calls for Regulation.” By Lianne Craig and Gurpreet Chhokar. ABA Section of International Law, Europe Update, Issue 3, February 2013

“The Business of American Courts in Kiobel v. Royal Dutch Petroleum.” By Michael Hausfeld and Kristen Ward. Jurist – Sidebar, October 2012

“Prosecuting Class Actions and Group Litigation.” By Michael Hausfeld and Brian Ratner, et al., World Class Actions, Ch. 26., September 2012

“Private Enforcement of Antitrust Law in the United States, A Handbook – Chapter 4: Initiation of a Private Claim.” By Michael Hausfeld and Brent Landau, et al., 2012

“The Importance of Private Competition Enforcement in Europe.” By Michael D. Hausfeld. Competition Law International, Vol. 8, Issue 2, August 2012

“The NFLPA’s Potential Legal Liability to Former Players for Traumatic Brain Injury.” By Michael D. Hausfeld and Swathi Bojedla. Hackney Publications: Concussion Litigation Reporter, Vol. 1, No. 1, July 2012

“CAT-astrophe: The Failure of “Follow-On” Actions.” By Michael D. Hausfeld, Brent W. Landau, Sathya S. Gosselin. American Bar Association’s International Cartel Workshop, February 2012

“The Novelty of Wal-Mart v. Dukes.” By Brian A. Ratner and Sathya S. Gosselin. Business Torts & RICO News, American Bar Association, Business Torts & Civil RICO Committee, Vol. 8, Issue 1, Fall 2011.

“Private Enforcement in Competition Law: An Overview of Developments in Law and Practice in the US and Europe.” By Michael D. Hausfeld and Ingrid Gubbay, Bergamo University, July 2011

“The Contingency Phobia - Fear without Foundation.” By Michael D. Hausfeld, Michael Lehmann, Spencer Jenkins & Nick Morgan. Global Competition Litigation Review. 2011.

“Twombly and Antitrust Class Action Plaintiffs.” By Michael Lehmann. Law360. January 27, 2011.

“E-Discovery Today: The Fault Lies Not In Our Rules.” William Butterfield, Megan Jones, Hilary Scherrer, Ralph Bunche, Melinda Coolidge, Faris Ghareeb & Sathya Gosselin (with co-authors from Milberg LLP). 2011 FED. CTS. L. REV. 4. February 2011.

“Has Hydrogen Peroxide Really Made Antitrust Class Certification More Difficult?” By Brent W. Landau. The Antitrust Practitioner, ABA Section of Antitrust Law Civil Practice and Procedure Committee, Vol. 7, Oct. 2010.

“The Rise of Public Cartel Enforcement and the Seeds of Potential Decline.” By Michael D. Hausfeld (and L. Geelhand). International Competition Law Forum, Volume 12. Current Developments in European and International Competition Law: 17th St. Gallen International Competition Law Forum ICF 2010.

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“Giving Electronic Discovery a Chance to Grow Up.” By Megan E. Jones. The National Law Journal. December 14, 2009.

“Liberalizing Rule 27 in the Twombly/Iqbal Era.” By James J. Pizzirusso. Law360. November 11, 2009.

“Twombly, Iqbal And the Prisoner’s Pleading Dilemma.” By Michael D. Hausfeld, Michael P. Lehmann, and Spencer Jenkins. Law360. October 20, 2009.

“Competition Law Claims: A Developing Story.” By Michael D. Hausfeld and Vincent Smith. European Antitrust Review. September 2009.

“Global Enforcement of Anticompetitive Conduct.” By Michael D. Hausfeld. The Sedona Conference Journal. Fall 2009.

“Observations from the Field: ACPERA’s First Five Years.” By Michael D. Hausfeld, Michael P. Lehmann, and Megan E. Jones. The Sedona Conference Journal. Fall 2009.

“The Value of ACPERA.” By Michael D. Hausfeld. CompetitionLaw 360. June 2009.

“Response to EU Commission Green Paper on Consumer Collective Redress.” By Ingrid Gubbay and Vincent Smith. February 2009.

“Private Enforcement Claims: Are They a Risk for Consumers and Businesses?” By Ingrid Gubbay and Anthony Maton. Competition Law Insight. January 2009.

“Collective Redress for Competition Law Claims.” By Michael D. Hausfeld and Vincent Smith. European Antitrust Review. September 2008.

“Managing Multi-District Litigation.” By Michael D. Hausfeld and Michael P. Lehmann. Antitrust Review of the Americas. September 2008.

“A Victim’s Culture.” By Michael D. Hausfeld and Andrea Hertzfeld. European Business Law Review. December 2007.

Links to many of the publications above can be found at www.hausfeldllp.com/pages/articles

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ANNEX 5 Hausfeld LLP Offices

Washington, DC Philadelphia

202.540.7200 ph 215.985.3270 ph 202.540.7201 fax 215. 985.3271 fax 1700 K Street, NW Suite 650 1604 Locust St, 2nd floor Washington, DC 20006 Philadelphia, PA 19103

San Francisco Hausfeld & Co. LLP - London

415.633.1908 ph (00 44) 20 7665 5000 ph 415.358.4980 fax (00 44) 20 7665 5001 fax 44 Montgomery Street, Suite 3400 12 Gough Square San Francisco, CA 94104 London EC4A 3DW

For more information about the firm please visit www.hausfeldllp.com or www.hausfeldllp.co.uk

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EXHIBIT C

Case3:09-cv-01314-JSWCase3:07-md-01827-SI Document183Document4436 Filed07/10/13 Filed12/27/11 Page74 Page1 ofof 1664

1 Bruce L. Simon (State Bar No. 96241) PEARSON, SIMON, WARSHAW & PENNY, LLP 2 44 Montgomery Street, Suite 2450 3 San Francisco, California 94104 Telephone: (415) 433-9000 4 Facsimile: (415) 433-9008

5 Richard M. Heimann (State Bar No. 63607) LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP 6 275 Battery Street, 30th Floor 7 San Francisco, California 94111 Telephone: (415) 956-1000 8 Facsimile: (415) 956-1008

9 Co-Lead Counsel for the Direct Purchaser Plaintiffs 10 11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 13 14 IN RE: TFT-LCD (FLAT PANEL) Case No. MDL 3:07-md-1827 SI 15 ANTITRUST LITIGATION CLASS ACTION 16 17 This Document Relates to: [AMENDED PROPOSED] ORDER GRANTING DIRECT PURCHASER 18 ALL DIRECT PURCHASER CLASS CLASS PLAINTIFFS’ MOTION FOR ACTIONS ATTORNEYS’ FEES, REIMBURSEMENT 19 OF EXPENSES, AND INCENTIVE AWARDS 20

21 Date: December 19, 2011 Time: 4:00 p.m. 22 Crtrm.: 10, 19th Floor The Honorable Susan Illston 23

24

25 26 27 28

834790.1 MDL 3:07-md-1827 SI [AMENDED PROPOSED] ORDER GRANTING DIRECT PURCHASER CLASS PLAINTIFFS' MOTION FOR ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND INCENTIVE AWARDS Case3:09-cv-01314-JSWCase3:07-md-01827-SI Document183Document4436 Filed07/10/13 Filed12/27/11 Page75 Page2 ofof 1664

1 The Court, having considered Direct Purchaser Class Plaintiffs’ Motion for Award of

2 Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards (the “Motion”) and the

3 memorandum and declarations in support thereof, and after a duly noticed hearing, hereby finds

4 that:

5 1. The Motion seeks an award of attorneys’ fees of 30% of the $405,022,242

6 Settlement Fund, which is comprised of the settlement payments from the Chimei, Chunghwa,

7 Epson, Hannstar, Hitachi, LG Display, Mitsui, Samsung, Sanyo, and Sharp Defendants

8 (collectively, the “Settling Defendants”). Co-Lead Class Counsel for the Direct Purchaser

9 Plaintiffs (“Direct Purchasers”) also seek reimbursement of $6,055,335.31 in unreimbursed 10 litigation costs and expenses, a $1,000,000 advance of litigation costs through trial, and incentive 11 awards of $15,000 each for the 11 court-appointed class representatives. 12 2. The amount of attorneys’ fees requested is fair and reasonable under the 13 “percentage-of-the-fund” method. This is confirmed by a lodestar “cross-check,” which reveals a 14 fair and reasonable lodestar multiplier of 1.096, based on over 250,000 hours of work. Even if the 15 lodestar compiled by law firms other than Co-Lead Class Counsel were to be reduced by 20% to 16 account for potential inefficiencies, the result is a lodestar multiplier of 1.25, which is reasonable 17 as well. Multiples of 1.25 and under are well within the ranges approved by the Ninth Circuit and 18 the courts in this District. See e.g., Vizcaino v. Microsoft, 290 F.3d 1043, 1050-1051 (9th Cir. 19 2002) (upholding a 28% fee award that constituted a 3.65 multiple of lodestar); id., at 1052-54 20 (noting district court cases in the Ninth Circuit approving multipliers as high as 6.2, and citing

21 only 3 of 24 decisions with approved multipliers below 1.4).

22 3. The attorneys’ fees requested were entirely contingent upon success. Co-Lead

23 Class Counsel risked time and effort and advanced significant costs and expenses with no ultimate

24 guarantee of compensation. The award of 30% is warranted for reasons set out in Co-Lead Class

25 Counsel’s moving papers, including but not limited to the following: the excellent result obtained

26 for the class – payment by the Settling Defendants of over $405 million in cash; the quality and 27 quantity of work performed by all the firms representing Direct Purchasers (collectively, 28 834790.1 2 MDL 3:07-md-1827 SI [PROPOSED] ORDER GRANTING DIRECT PURCHASER CLASS PLAINTIFFS' MOTION FOR ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND INCENTIVE AWARDS Case3:09-cv-01314-JSWCase3:07-md-01827-SI Document183Document4436 Filed07/10/13 Filed12/27/11 Page76 Page3 ofof 1664

1 “Plaintiffs’ Counsel”) - including extensive motion practice, discovery, trial preparation, and

2 mediation, all involving complex and difficult issues of fact and law; the risks faced throughout

3 the litigation, including at the outset; and, a reasonable lodestar ”cross-check,” discussed above.

4 4. Given the high risks involved in this case, the effort put forth by Plaintiffs’

5 Counsel, the level of sophistication of the work done, and the extraordinary results achieved for

6 the Class, an upward departure from the Ninth Circuit's benchmark of 25% is justified. See e.g.,

7 Vizcaino, 290 F.3d at 1047-1050; In re Heritage Bond Litig., 2005 WL 1594403, at *18-23 (C.D.

8 Cal. June 10, 2005).

9 5. The Court has received the objections that have been received from two Class 10 Members, Barry Himmelstein and Michael Rinis. They include objections to the attorneys’ fees 11 requested by Co-Lead Class Counsel. Those objections are overruled by separate order. 12 6. The expenses sought were incurred in connection with the prosecution of the 13 litigation for the benefit of the Class and were reasonable and necessary. An additional 14 $1,000,000 advance of funds to cover expenses that will be incurred through trial is reasonable 15 and will be necessary to the further prosecution of this action. 16 7. The 11 class representatives are entitled to the requested incentive awards, in the 17 amount of $15,000 each, in recognition of their work performed for the benefit of the Class and 18 the risks undertaken. 19 8. Therefore, upon consideration of the Motion and the accompanying declarations, 20 and based upon all matters of record including the pleadings and papers filed in this action and

21 oral argument given at the hearing on this matter, the Court hereby finds that: (i) the attorneys’

22 fees requested are reasonable and proper; (ii) the expenses requested were necessary, reasonable

23 and proper; (iii) a further $1,000,000 advance is a fair estimate of expenses that will be incurred,

24 and is a reasonable and proper request; and (iv) the incentive awards requested are warranted.

25 9. Accordingly, it is hereby ORDERED and DECREED that:

26 (a) Co-Lead Class Counsel are awarded attorneys’ fees for distribution to 27 Plaintiffs’ Counsel in the amount of $121,506,672.60, equal to 30% of the 28 834790.1 3 MDL 3:07-md-1827 SI [PROPOSED] ORDER GRANTING DIRECT PURCHASER CLASS PLAINTIFFS' MOTION FOR ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND INCENTIVE AWARDS Case3:09-cv-01314-JSWCase3:07-md-01827-SI Document183Document4436 Filed07/10/13 Filed12/27/11 Page77 Page4 ofof 1664

1 Settlement Fund.

2 (b) Co-Lead Class Counsel are awarded reimbursement of their unreimbursed

3 costs and expenses in the amount of $6,055,335.31.

4 (c) Co-Lead Class Counsel are awarded an additional $1,000,000.00 to cover

5 costs and expenses reasonably incurred in prosecuting this action through

6 trial against the remaining Defendants.

7 (d) The 11 class representatives are awarded incentive payments of $15,000.00

8 each, for a total of $165,000.00.

9 (e) The attorneys’ fees, reimbursement of expenses, advance of expenses, and 10 incentive awards shall be paid from the Settlement Fund. 11 (f) The attorneys’ fees and expenses shall be allocated amongst Plaintiffs’ 12 Counsel by Co-Lead Class Counsel (Pearson, Simon, Warshaw & Penny, 13 LLP; and Lieff, Cabraser, Heimann & Bernstein, LLP) in a manner which, 14 in Co-Lead Class Counsel’s good-faith judgment, accurately reflects each 15 of such Plaintiff’s Counsel’s contributions to the establishment, 16 prosecution, and resolution of this litigation. 17 IT IS SO ORDERED. 18 19 Date:______12/27/11 20 THE HONORABLE SUSAN ILLSTON 21 UNITED STATES DISTRICT JUDGE 22

23

24

25 26 27 28 834790.1 4 MDL 3:07-md-1827 SI [PROPOSED] ORDER GRANTING DIRECT PURCHASER CLASS PLAINTIFFS' MOTION FOR ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND INCENTIVE AWARDS Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page78 of 166

EXHIBIT D

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1 BRUCE L. SIMON (Bar No. 96241) [email protected] 2 PEARSON, SIMON, WARSHAW & PENNY, LLP 44 Montgomery Street, Suite 2450 3 San Francisco, California 94104 4 Telephone: (415) 433-9000 Facsimile: (415) 433-9008 5 RICHARD M. HEIMANN (Bar No. 63607) 6 [email protected] LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP 7 275 Battery Street, 30th Floor 8 San Francisco, California 94111 Telephone: (415) 956-1000 9 Facsimile: (415) 956-1008

10 Co-Lead Counsel for the Direct Purchaser Plaintiffs

11

12 UNITED STATES DISTRICT COURT 13 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 14

15 IN RE: TFT-LCD (FLAT PANEL) Case No. MDL 3:07-md-1827 SI 16 ANTITRUST LITIGATION 17 CLASS ACTION

18 This Document Relates to: DECLARATION OF MICHAEL P. LEHMANN IN SUPPORT OF MOTION 19 ALL DIRECT PURCHASER CLASS FOR ATTORNEYS’ FEES, ACTIONS REIMBURSEMENT OF EXPENSES, AND 20 INCENTIVE AWARDS 21 Date: December 19, 2011 22 Time: 4:00 p.m. Crtrm.: 10, 19th Floor 23 The Honorable Susan Illston

24

25

26

27

28 MDL 3:07-md-1827 SI DECLARATION OF MICHAEL P. LEHMANN IN SUPPORT OF MOTION FOR ATTORNEYS’ FEES,

REIMBURSEMENT OF EXPENSES, AND INCENTIVE AWARDS Case3:07-md-01827-SICase3:09-cv-01314-JSW Document4061-2 Document183 Filed07/10/13 Filed10/28/11 Page80 Page93 of of 166 190

1 I, Michael P. Lehmann, declare as follows: 2 1. I am a partner with the law firm of Hausfeld LLP. My firm is counsel to Omnis 3 Computer Supplies, Inc. (“Omnis”), a plaintiff in this action. I make this Declaration based on my 4 personal knowledge. If called as a witness, I could and would competently testify to the matters 5 stated herein. 6 2. I am familiar with the Court's Pretrial Order No. 3, entered on July 13, 2007 (Doc. 7 No. 224) which sets forth the record keeping requirements of Direct Purchaser Class Plaintiffs' 8 Liaison Counsel ("Liaison Counsel") in this case; and, the requirement to submit to Liaison 9 Counsel, on a monthly basis, contemporaneously-prepared attorney and paralegal time and 10 expense reports and expense records. The time and expenses that have been reported to Liaison 11 Counsel by my firm have complied with the reporting requirements of the Court's Pretrial Order 12 No. 3. 13 14 3. My firm performed the following tasks, all of which were performed at the 15 direction of attorneys at either Pearson Simon Warshaw & Penny, LLP and/or Lieff Cabraser 16 Heimann & Bernstein, LLP (collectively “Lead Counsel”): (a) research, review, drafting and/or 17 editing of various iterations of the consolidated and amended consolidated direct purchaser 18 complaints filed in this matter; (b) research, review, drafting and/or editing of oppositions to 19 motions to dismiss consolidated and amended consolidated direct purchaser complaints filed in 20 this matter; (c) research, review, drafting and/or editing of the moving and reply papers in support 21 of the motion for certification of a direct purchaser class in this matter; (e) research, review, 22 drafting and/or editing of oppositions to petitions for review of the Court’s order granting 23 certification of direct purchaser classes: (f) research, review, drafting and/or editing of responses 24 and objections to certain of defendants’ interrogatories, requests to admit, and requests for 25 production of documents; (g) research, review, drafting and/or editing of oppositions to motions 26 for summary judgment; (h) research, review, drafting and/or editing of the motion for preliminary 27 approval of the settlements in connection with which this fee petition is made; (i) research, review,

28 2 MDL 3:07-md-1827 SI DECLARATION OF MICHAEL P. LEHMANN IN SUPPORT OF MOTION FOR AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

Case3:07-md-01827-SICase3:09-cv-01314-JSW Document4061-2 Document183 Filed07/10/13 Filed10/28/11 Page81 Page94 of of 166 190

1 drafting and/or editing of legal and factual memoranda relevant to this matter; (j) participation in 2 the responses to discovery directed to Omnis and certain other named plaintiffs; (k) review, 3 selection and coding of documents produced by defendants, both generally and in connection with 4 the preparation for depositions of certain of defendants’ and plaintiffs’ employees; (l) preparation 5 of various Plaintiffs’ employees for deposition; and (k) preparation of various Plaintiffs’ 6 documents for production. The total hours and lodestar reported by firm, at historical rates, is 7 summarized in Attachment 1 hereto. All work reported by attorneys and paralegals on behalf of 8 direct purchaser plaintiffs in this matter was performed on a wholly contingent basis. The 9 historical rates set forth in Attachment 1 are the applicable hourly rates in effect at the time work 10 was performed. These rates are the same rates charged by the firm in other contingency cases. 11 4. My firm incurred the following costs: case assessments requested by co-lead 12 counsel, transcript costs, computer research costs, courier costs, computer support costs, telephone 13 costs, printing costs, and costs of travel directly related to the case. A description of the costs and 14 the amounts is summarized in Attachment 2. These costs were incurred on behalf of direct 15 purchaser plaintiffs by my firm on a contingent basis and have not been reimbursed. 16 17 5. I have reviewed the time and expenses reported by my firm in this case which are 18 included in the Motion for Attorneys' Fees, Reimbursement of Expenses, and Incentive Awards, 19 and I affirm that they are true and accurate. 20 I declare under penalty of perjury under the laws of the United States of America that the 21 foregoing is true and correct. 22 23 Executed on October 24, 2011 San Francisco, California. 24 25 /s/ Michael P. Lehmann 26

27

28 3 MDL 3:07-md-1827 SI DECLARATION OF MICHAEL P. LEHMANN IN SUPPORT OF MOTION FOR AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

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Attachment 1 Case3:07-md-01827-SICase3:09-cv-01314-JSW Document4061-2 Document183 Filed07/10/13 Filed10/28/11 Page83 Page96 of of 166 190

Attachment 1 In re TFT-LCD (Flat Panel) Antitrust Litigation Hausfeld LLP Reported Hours and Lodestar Report

Name Total Hours Hourly Rate Lodestar

PARTNERS:

Bailey, Jr., Arthur N. (P) 0.75 $365.00 273.75

Bailey, Jr., Arthur N. (P) 246.10 $420.00 103,362.00

Bailey, Jr., Arthur N. (P) 506.00 $460.00 232,760.00

Bullion, Andrew B. (P) 3.50 $400.00 1,400.00

Bullion, Andrew B. (P) 13.30 $460.00 6,118.00

Bullion, Andrew B. (P) 11.00 $510.00 5,610.00

Eisler, Robert G. (P) 118.00 $775.00 91,450.00

Eisler, Robert G. (P) 0.80 $850.00 680.00

Hausfeld, Michael D. (P) 8.00 $865.00 6,920.00

Hausfeld, Michael D. (P) 2.00 $950.00 1,900.00

King, Jon T. (P) 25.50 $390.00 9,945.00

King, Jon T. (P) 320.05 $450.00 144,022.50

King, Jon T. (P) 57.30 $495.00 28,363.50

Lebsock, Christopher L. (P) 33.00 $450.00 14,850.00

Lebsock, Christopher L. (P) 448.90 $520.00 233,428.00

Lebsock, Christopher L. (P) 692.00 $575.00 397,900.00

Lebsock, Christopher L. (P) 1.50 $650.00 975.00

Lehmann, Michael P. (P) 17.00 $695.00 11,815.00

Lehmann, Michael P. (P) 149.25 $800.00 119,400.00

Lehmann, Michael P. (P) 197.50 $880.00 173,800.00

Lehmann, Michael P. (P) 4.50 $925.00 4,162.50

Ratner, Brian A. (P) 15.50 $400.00 6,200.00

Ratner, Brian A. (P) 2.50 $460.00 1,150.00 Case3:07-md-01827-SICase3:09-cv-01314-JSW Document4061-2 Document183 Filed07/10/13 Filed10/28/11 Page84 Page97 of of 166 190

Attachment 1 In re TFT-LCD (Flat Panel) Antitrust Litigation Hausfeld LLP Reported Hours and Lodestar Report

Ratner, Brian A. (P) 0.30 $575.00 172.50

Scherrer, Hilary K. (P) 0.75 $355.00 266.25

Scherrer, Hilary K. (P) 2.70 $470.00 1,269.00

Wecker, Bruce (P) 4.50 $880.00 3,960.00

ASSOCIATES

Garb, Sarah (A) 930.80 $450.00 418,860.00

Garb, Sarah (A) 119.30 $495.00 59,053.50

Hertzfeld, Andrea L. (A) 2.00 $340.00 680.00

Kenney, Jeannine (A) 238.10 $275.00 65,477.50

Kenney, Jeannine (A) 558.90 $300.00 167,670.00

Rogers, Kathleen (A) 576.00 $520.00 299,520.00

Rogers, Kathleen (A) 3,213.00 $575.00 1,847,475.00

Rogers, Kathleen (A) 347.90 $625.00 217,437.50

PARALEGALS

Bone, Diane (PL) 17.75 $215.00 3,816.25

Bone, Diane (PL) 90.10 $275.00 24,777.50

Bone, Diane (PL) 1.00 $300.00 300.00

McDonald, Fiona (PL) 19.50 $250.00 4,875.00

McDonald, Fiona (PL) 0.90 $275.00 247.50

Mitchell, James (PL) 1.50 $275.00 412.50

Stubbs, Kristina (PL) 0.60 $275.00 165.00

TOTALS 8,999.55 4,712,920.25

Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page85 of 166

EXHIBIT E

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Neutral As of: July 2, 2013 9:16 PM EDT

In re Processed Egg Prods. Antitrust Litig.

United States District Court for the Eastern District of Pennsylvania November 9, 2012, Decided; November 9, 2012, Filed MDL No. 2002; 08-md-2002

Reporter: 2012 U.S. Dist. LEXIS 160764; 2012 WL 5467530 agreement between Plaintiffs and Defendants Moark, LLC, Norco Ranch, Inc., and Land O’Lakes, Inc. (collec- IN RE: PROCESSED EGG PRODUCTS ANTITRUST tively, ″Moark″). For the reasons set forth below, the LITIGATION. THIS DOCUMENT APPLIES TO: ALL Court awards the attorneys’ fees and most of the costs DIRECT PURCHASER PLAINTIFF ACTIONS sought, and now satisfactorily explained, by Plaintiffs’ counsel. Subsequent History: Motion granted by, in part, Motion denied by, in part In re Processed Egg Prods. Antitrust I. Factual Background Litig., 2012 U.S. Dist. LEXIS 177766 (E.D. Pa., Dec. 14, 2012) This litigation encompasses numerous actions based upon an alleged conspiracy among egg producers and Prior History: In re Processed Egg Prods. Antitrust Litig., trade groups to manipulate the supply of egg products and 2012 U.S. Dist. LEXIS 143601 (E.D. Pa., Oct. 3, 2012) thereby affect the domestic prices of those goods. See In re Processed Egg Prods. Antitrust Litig., 588 F. Supp. 2d 1366, 1367 (J.P.M.L. 2008). The plaintiffs are direct Core Terms purchasers (such as grocery stores, commercial food manufacturers, restaurants, other food [*2] service pro- settlement, attorney’s fees, egg, reimbursement, settlement fund, antitrust, lodestar, class member, viders, and other entities who purchase directly from De- interim, nontaxable, negotiate, skill, staff, notice, fendants or other egg producers) and indirect purchas- supplemental briefing, contingency fee, district court, ers (individual consumers who purchased from other grant a motion, class action, percentage-of-recovery, parties along the distribution chain) of shell eggs, egg multiplier, calculate, cooperate, spend products, or both. The Direct Purchaser Plaintiffs are re- ferred to in this memorandum as ″Plaintiffs″ and have Counsel: [*1] FOR IN RE: PROCESSED EGG PROD- brought a consolidated class action against various egg UCTS ANTITRUST LITIGATION, IN RE: IN RE: producers and trade groups. PROCESSED EGG PRODUCTS ANTITRUST LITIGA- TION. The Plaintiffs accuse defendant egg producers, including Moark, of violating Section 1 of the Sherman Act and For SANDRA A. JESKIE, Special Master: SANDRA A. seek injunctive relief, treble damages, attorneys’ fees and JESKIE, LEAD ATTORNEY, DUANE, MORRIS LLP, costs. In August 2009, Moark’s counsel reportedly con- PHILADELPHIA, PA. tacted Interim Co-Lead Counsel for the Plaintiffs about a potential settlement. Two months later, the parties had Judges: GENE E.K. PRATTER, United States District a meeting during which Moark provided Plaintiffs with Judge. sales data and other financial information. In March 2010, these parties began to engage in settlement negotia- Opinion by: GENE E.K. PRATTER tions. Over the course of the ensuing three months, the par- ties negotiated through telephone conferences and in- Opinion person meetings on multiple occasions. They discussed potential settlement terms, including possible settlement amounts and how Moark could cooperate with Plain- MEMORANDUM tiffs. [*3] They also exchanged information. At the con- clusion of these efforts, the parties reached an agree- Gene E.K. Pratter, J. ment and executed the Moark Settlement documents.

Direct Purchaser Plaintiffs move the Court for an award On July 15, 2010, the Court entered an Order preliminar- of attorneys’ fees and reimbursement of litigation ex- ily approving the proposed Moark settlement agree- penses from the common fund created by the settlement ment. In a separate Order issued that same day, the Court

MELINDA COOLIDGE Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page87 of 166 Page 2 of 6 2012 U.S. Dist. LEXIS 160764, *3 approved the form of notice of the Moark Settlement. courts may use the percentage-of-recovery method or On July 16, 2012, the Court granted final approval of the the lodestar method. The percentage-of-recovery method settlement, which provided $25 million in monetary re- ″applies a certain percentage to the settlement fund.″ lief to class members and obligated Moark to cooperate In re Diet Drugs Prod. Liab. Litig., 582 F.3d 524, 540 with the Plaintiffs’ preparation for and prosecution of (3d Cir. 2009) (citations and quotations omitted). When their case. evaluating fees in a case where the attorneys’ ″efforts cre- ate, discover, increase, or preserve a fund to which oth- On April 14, 2011, Plaintiffs’ counsel filed their motion ers also have a claim ... the percentage-of-recovery for attorneys’ fees and reimbursement of expenses [*6] method is generally favored.″ Id. (citation omit- from the fund created by the Moark Settlement. The mo- ted); see also In re Auto. Refinishing Paint Antitrust Litig., tion requested that the Court award attorneys’ fees of MDL No. 1426, 2008 U.S. Dist. LEXIS 569, 2008 WL $7.5 million, an amount equal to 30 percent (30%) of the 63269, at *3 (E.D. Pa. Jan. 3, 2008) ( ″In this Circuit, the settlement fund, and that it allow Interim Co-Lead Coun- percentage of recovery method is ’generally favored’ in sel for the Plaintiffs to control the distribution of the cases involving a common settlement fund[.]″) (quoting In fees. Plaintiffs’ counsel argued that an award of $7.5 mil- re Cendant Corp. PRIDES Litig., 243 F.3d 722, 732 lion was appropriate based on several factors, but (3d Cir. 2001)). failed to discuss other factors that the Third Circuit Court of Appeals requires district courts to consider in The Third Circuit Court of Appeals has held that district [*4] approving attorneys’ fees in a class action settle- courts ″must consider″ ten factors ″[i]n determining ment based on the percentage-of-recovery method. Addi- what constitutes a reasonable percentage fee award[.]″ tionally, the motion requested reimbursement of In re Diet Drugs, 582 F.3d at 541. The factors are: $566,530.37 for litigation expenses. (1) the size of the fund created and the num- By way of its July 18, 2012 Order, the Court held its rul- ber of beneficiaries; ing on the motion for attorneys’ fees in abeyance and re- (2) the presence or absence of substantial ob- quired Plaintiffs’ counsel to furnish additional informa- jections by members of the class to the settle- tion in support of their requests for fees and costs, and to ment terms and/or fees requested by coun- more fully discuss certain factors that assist the Court sel; in evaluating attorneys’ fees in class action settlements. On August 15, 2012, the Court ordered the Garden City (3) the skill and efficiency of the attorneys in- Group, the third party administrator retained to assist volved; with ministerial duties associated with the settlement, to (4) the complexity and duration of the litiga- post this supplemental brief online, and to send notice tion; of the motion for attorneys’ fees to class members by Sep- tember 17, 2012. Class members were permitted to ob- (5) the risk of nonpayment; ject to the motion for attorneys’ fees until November 1, (6) the amount of time devoted to the case 2012, and the notice clearly established that class mem- by plaintiffs’ counsel; bers must make such objections through a writing submit- ted to the Court and Plaintiffs’ counsel. No class mem- (7) the awards in similar cases; bers have undertaken to so object to the proposed award. (8) the value of benefits attributable to the ef- Plaintiffs’ counsel’s supplemental brief in support of forts of class counsel relative to the efforts their [*5] motion for fees and costs includes dozens of of other groups, such as government agen- declarations that identified the attorneys and staff who cies conducting investigations; worked on the case, their experience, their hourly (9) the percentage [*7] fee that would have rates, and the number of hours they worked on the case. been negotiated had the case been subject The declarations also included itemized expense re- to a private contingent fee arrangement at the ports for each of the law firms that represented the Plain- time counsel was retained; and tiffs. In their supplemental briefing, Plaintiffs’ counsel seek $487,720.30 in litigation expenses, a downward re- (10) any innovative terms of settlement. vision of $78,810.07 from their initial request. Id. (citing Gunter v. Ridgewood Energy Corp., 223 II. Petition for Attorneys’ Fees F.3d 190, 195 n.1 (3d Cir. 2000), and In re Pru- dential Ins. Co. Am. Sales Practice Litig. Against A. Percentage-of-Recovery Method Agent Actions, 148 F.3d 283, 336-40 (3d Cir. 1998)). Here, the Court’s analysis of these factors sup- Courts must perform a ″thorough judicial review of fee ap- ports awarding the requested attorneys’ fees. plications . . . in all class action settlements.″ In re GMC Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 1. The Size of the Fund and the Number of Ben- F.3d 768, 819 (3d Cir. 1995). In assessing attorneys’ fees, eficiaries.

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Due to the Moark Settlement, a nationwide group of thou- and ensure that different lawyers did not perform duplica- sands of direct purchasers of egg products has obtained tive work. Therefore, Plaintiffs’ counsel have acted skill- a $25 million recovery. Additionally, the terms of the fully and efficiently, and this factor also supports the settlement supplement the monetary size of the fund proposed [*10] award of 30 percent of the settlement by obligating Moark to cooperate with the Plaintiffs in pre- fund. paring their case against others. Such cooperation could help egg purchasers recover additional monies in 4. The Complexity and Duration of the Litigation. the future. Therefore, the Court finds that this factor sup- ports the fees request. This litigation, ″like most antitrust cases, has been exceed- ingly complex, expensive, and lengthy.″ 2008 U.S. 2. The Absence of Objections. Dist. LEXIS 569, [WL] at *5 (citing In re Linerboard An- titrust Litig., 296 F. Supp. 2d 568, 577 (E.D. Pa. 2003, In their initial motion for an award of attorneys’ fees, and In re Shopping Carts Antitrust Litig., MDL No. 451, Plaintiffs’ counsel noted that the class notice regarding the 1983 U.S. Dist. LEXIS at *17 (S.D.N.Y. Nov. 18, Moark Settlement stated that counsel would petition for 1983)). By the time the Court granted final approval of an [*8] award of up to 30 percent of the cash value of the the Moark Settlement, the parties had engaged in over settlement, and that no class members objected to the three years of consolidated MDL litigation. Among settlement. Nonetheless, cognizant of its duty to under- other tasks, Plaintiffs’ counsel investigated claims, briefed take a ″thorough judicial review of fee applications,″ GMC and argued motions to dismiss, negotiated this settle- Pick-Up , 55 F.3d at 819, the Court ordered the Garden ment, and successfully obtained its approval by the Court. City Group to send a separate notice of the fees motion to Given the complexity that necessarily accompanies con- class members. The notice gave class members 45 days solidated antitrust litigation and the duration of the to object to the requested award and expressly estab- case, the Court finds that this factor favors granting the lished the procedure for making such an objection. Be- motion. cause the Court has received no objections to the pro- posed award, this factor favors granting the motion. 1 5. The Risk of Nonpayment.

3. The Skill and Efficiency of the Attorneys. The Court recognizes that ″[a]ny contingency fee [ar- rangement] includes a risk of nonpayment.″ O’Keefe v. The Court previously stated that the Interim Co-Lead Mercedes-Benz USA, LLC, 214 F.R.D. 266, 309 (E.D. Pa. Counsel ″have extensive documented experience in com- 2003) ; see also In re Processed Egg Prods., 284 F.R.D. plex class action litigation,″ are ″well-respected law 249, 2012 U.S. Dist. LEXIS 98301, at *75 (″[A]ntitrust firms in the plaintiffs class action bar,″ [*9] and have ″ca- class action litigation [*11] is complex, and, especially pably managed this suit on behalf of Plaintiffs since at its early stages, inherently rife with risk and unpredict- the Court formally appointed them.″ In re Processed Egg ability in terms of ultimately prevailing to establish li- Prods. , 284 F.R.D. 249, 2012 U.S. Dist. LEXIS 98301, ability and damages and achieve class certification.″). at *39. Moreover, the Court notes that ″successful settle- Here, Plaintiffs’ counsel undertook their representation in ment negotiations ... demonstrate[] the significant skill a risky antitrust case on a purely contingent basis and and expertise of counsel.″ Auto. Refinishing, 2008 U.S. thereby assumed a significant risk of nonpayment. More- Dist. LEXIS 569, 2008 WL 63269, at *4. Here, the ro- over, counsel have incurred hundreds of thousands of bust cash value obtained by the Moark Settlement and dollars in costs and expenses, and they ran the risk of not the cooperation procured from Moark indicate that, at least being reimbursed for any of these expenditures. There- in this regard, Plaintiffs’ counsel have handled their ob- fore, the Court finds that this factor supports the pro- ligations to this point and their clients’ interests skill- posed award of attorneys’ fees. fully. 6. The Amount of Time Devoted to the Case. Additionally, Plaintiffs’ counsel have used their supple- mental briefing to discuss how they managed this litiga- In ordering Plaintiffs’ counsel to provide supplemental in- tion efficiently. Counsel note that they submitted formation regarding their motion for attorneys’ fees, monthly time and expense reports to Interim Co-Lead the Court required counsel to identify the total number Counsel, who reportedly thoroughly reviewed those re- of hours that the lawyers and staff of each firm spent work- ports. Interim Co-Lead Counsel also held weekly confer- ing on the case. Upon reviewing the declarations submit- ence calls to give assignments to other attorneys, moni- ted by 35 different law firms, 2 it appears that these tor the progress of the performance of those assignments, firms collectively spent 22,772.81 hours working on this

1 The Court notes that ″many of the class members are sophisticated entities with their own in-house counsel, and ostensibly have the resources and ability to assess the settlement agreement beyond the average layperson or enterprise.″ In re Processed Egg Prods. Antitrust Litig., MDL No. 2002, 284 F.R.D. 249, 2012 U.S. Dist. LEXIS 98301, at *65 (E.D. Pa. July 16, 2012). 2 The Court notes that Klehr Harrison LLP has submitted a hard copy declaration that does not appear on ECF.

MELINDA COOLIDGE Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page89 of 166 Page 4 of 6 2012 U.S. Dist. LEXIS 160764, *11 matter through February 28, 2011, the date that the ″wholly unrelated″ to other investigations. Given their Court held a final fairness hearing for the Moark Settle- failure to do so, this factor provides only limited or par- ment. As stated above, Plaintiffs [*12] have taken sev- tial support for their proposed award. eral steps to make their work on this litigation as effi- cient as possible. The amount of time spent on this 9. Private Contingent Fee Arrangement. case prior to final approval of the settlement most likely reflects the complexity of the Plaintiffs’ claims, not Ninth, the Court must analyze ″the percentage fee that the inefficiency of their counsel. Presumably, the thou- would have been negotiated had the case been subject to sands of hours counsel spent working on this matter pre- a private contingent fee arrangement at the time coun- vented those individuals from litigating other cases. sel was retained.″ Id . Although Plaintiffs’ counsel did not This factor thus strongly favors granting the motion for at- initially discuss this factor, they now argue that contin- torneys’ fees. gency fees of 30 percent or higher are standard in litiga- tion. This contention finds support in case law. In re 7. Awards in Similar Cases. Merck & Co. Vytorin ERISA Litig., No. 08-285, 2010 U.S. Dist. LEXIS 12344, at *41-42 (D.N.J. Feb. 9, 2010) The initial motion for attorneys’ fees cursorily noted ( ″[T]he 33.33% [*15] fee award requested reflects com- that several district courts within the Third Circuit have monly negotiated fees in the private marketplace.″). awarded fees ranging from 30 to 35 percent of a settle- Moreover, counsel for Susman Godfrey and Hausfeld ment fund. In their supplemental briefing, Plaintiffs’ LLP have now submitted affidavits stating that their firms counsel have expanded their discussion of this factor. routinely charge a contingency fee of at least 33 per- Counsel now note that many of the cases they initially cent upon offering legal services in individual litigation. cited resemble this matter because they involved com- The Court thus finds that this factor favors granting plex issues and had few or no objectors, not merely be- the motion for attorneys’ fees. cause the litigants in those cases received awards that are similar to what Plaintiffs’ counsel are seeking. See, 10. Innovative Terms of Settlement. e.g., Auto. Refinishing, 2008 U.S. Dist. LEXIS 569, 2008 WL 63269, at *4-5; [*13] In re Ravisent Techs., Inc., In their supplemental brief, Plaintiffs’ counsel admit that Sec. Litig., No. 00-1014, 2005 U.S. Dist. LEXIS 6680, the Moark Settlement does not contain any particularly 2005 WL 906361, at *10-11 (E.D. Pa. Apr. 18, 2005); In ″innovative″ terms. Therefore, ″this factor neither weighs re Remeron Direct Purchaser Antitrust Litig., No. 03- in favor nor detracts from a decision to award attor- 0085, 2005 U.S. Dist. LEXIS 27013, 2005 WL 3008808, neys’ fees.″ 2010 U.S. Dist. LEXIS 12344, [WL] at *42. at *12-13 (D.N.J. Nov. 9, 2005). The supplemental brief- ing also identifies attorneys’ fees awards in antitrust The Court finds that the factors it has analyzed collec- cases that Plaintiffs’ counsel did not initially discuss. See, tively support granting the proposed award of 30 percent e.g., McDonough v. Toys ″R″ Us, Inc., 834 F. Supp. 2d of the settlement fund. 329, 340-43 (E.D. Pa. 2011) (approving attorneys’ fees of 33 percent of the settlement fund and noting that fees B. Lodestar Cross-Check may range as high as 45 percent of a common fund). Given this expanded analysis, the Court finds that awards in The Third Circuit Court of Appeals has ″suggested that similar cases support the proposed award here. district courts cross-check the percentage award at which they arrive against the ’lodestar’ award method.″ 8. The Value of Benefits Attributable to Class Coun- Gunter , 223 F.3d at 195 n.1. A lodestar award ″is calcu- sel. lated by multiplying the number of hours reasonably worked on a client’s case by a reasonable hourly billing The eighth factor the Court must consider is the degree rate for such services based on the given [*16] geo- to which the benefits of the settlement are attributable to graphical area, the nature of the services provided, and Plaintiffs’ counsel as opposed to the efforts of other ac- the experience of the attorneys.″ Chakejian v. Equifax Info. tors, such as, for example, government investigators. See Servs., LLC, 275 F.R.D. 201, 216 (E.D. Pa. 2011) (inter- In re Diet Drugs, 582 F.3d at 541. Plaintiffs’ counsel nal quotation omitted). The reasonableness of an did not discuss this factor in their initial briefing. How- hourly rate depends on the experience and skill of the at- ever, in his second declaration in support of the fees mo- torneys and staff who worked on the litigation. See id. tion, Steven Asher, Interim Co-Lead Counsel for the The reasonableness of the number of hours worked re- Plaintiffs, [*14] confirms that ″Designated Counsel filed quires counsel to not spend excessive time on a case and the initial complaints in this matter ... without the ben- to not use top legal talent for routine work that associ- efit of a governmental investigation or related indict- ates or paralegals could perform. See id. at 217. In calcu- ments.″ Furthermore, Plaintiffs’ counsel state in their lating a lodestar award to evaluate a settlement that oc- supplemental brief that their claims are ″wholly unre- curs before the conclusion of a case, courts may include lated″ to public reports regarding a ″narrow investiga- the time spent by counsel performing tasks that are not tion″ into the egg products industry. However, Plaintiffs’ directly related to the settlement. See In re Ins. Broker- counsel do not elaborate on how their claims are age Antitrust Litig., 579 F.3d 241, 282-85 (3d Cir.

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2009). Fed. R. Civ. P. 23(h); [*19] see also In re Aetna Inc. Sec. Litig., MDL No. 1219, 2001 U.S. Dist. LEXIS 68, The Court previously noted the high level of skill of the at- at *40 (E.D. Pa. Jan. 4, 2001) (″Attorneys who create a torneys involved in this litigation. Moreover, the doz- common fund for the benefit of a class are entitled to re- ens of supplemental declarations filed by Plaintiffs’ coun- imbursement of reasonable litigation expenses from the sel indicate the experience of the attorneys and staff fund.″). Reimbursement is particularly appropriate in who have worked on this case. Based on this informa- situations where, as here, no class members have ob- tion, the Court finds that the stated hourly rates of these at- jected to it. See Auto. Refinishing, 2008 U.S. Dist. LEXIS torneys and staff, [*17] some of whom are described 569, 2008 WL 63269, at *6. as national leaders in the field of class action litigation, are reasonable. The plain language of Federal Rule of Civil Procedure As for the reasonableness of the hours worked by Plain- 23(h) allows the Court to award only nontaxable costs. Al- tiffs’ counsel, the Court noted above that counsel took though Plaintiffs’ counsel identify several cases in several steps to litigate this case efficiently. Moreover, which courts awarded taxable costs under Rule 23(h), Plaintiffs’ counsel appear to have reasonably divided their none of those cases even attempt to reconcile such an work between partners and other lawyers and staff. For award with the plain language of Rule 23(h). Indeed, in instance, all but two of the firms who submitted supple- those cases no attention is paid to the language of the mental declarations directed at least some of their Rule. Moreover, while counsel try to distinguish In re work to associates or staff. 3 Additionally, the ratio of non Apollo Grp. Inc. Sec. Litig., No. 04-2147, 2012 U.S. Dist. -partner personnel who worked on the case to partners LEXIS 55622 (D. Ariz. Apr. 20, 2012), the district who did so is approximately 1.65:1. 4 Given the complex- court in that case held without fanfare that ″Rule 23(h) ity of this litigation and the corresponding appropriate only allows the Court to award nontaxable costs.″ 2012 need for and use of heavy involvement by experienced at- U.S. Dist. LEXIS 55622, [WL] at *29. In short, recog- torneys, the Court finds that this ratio is reasonable, nizing the role, import, and language of Rule 23(h), the and that Plaintiffs’ counsel sufficiently directed work to Court discerns no reason to ignore or to try to avoid lower-level personnel. [*20] the Rule’s provision, and declines to do so.

Plaintiffs’ counsel represent that, based on their hourly Because only nontaxable costs may be awarded to Plain- rates and hours worked, their total lodestar [*18] through tiffs’ counsel by Rule, the Court has reviewed the doz- the date of the final fairness hearing on the Moark Settle- ens of declarations submitted by counsel to disentangle ment amounts to $11,001,332.40. In performing an in- their nontaxable and taxable costs, 5 and to evaluate dependent calculation of the lodestar, the Court calcu- the reasonableness of their nontaxable costs. Based on lates it as $10,817,088.90. The difference between these this review, the Court finds that the nontaxable costs two figures is insignificant, as the lodestar of Plain- sought by Plaintiffs’ counsel are reasonable, and there- tiffs’ counsel generates a multiplier of 0.68, while that fore awards Plaintiffs’ counsel $434,944.79, the of the Court generates one of 0.69. Both multipliers indi- amount of nontaxable costs that the Court calculates coun- cate that the Court should approve the proposed award. sel has accrued. See Milliron v. T-Mobile USA, Inc., 423 F. App’x 131, 135 ″ (3d Cir. 2011) ( Although the lodestar multiplier need IV. Allocation of Fees not fall within any pre-defined range, we have approved ″ a multiplier of 2.99 in a relatively simple case. ) (quo- The motion also seeks to allow Interim Co-Lead Coun- tations and citations omitted). Because the lodestar cross sel to distribute the awarded attorneys’ fees among coun- -check supports the Court’s analysis under the percent- sel for the Plaintiffs. Courts ″generally approve joint age-of-recovery method, the Court grants the motion and fee applications which request a single aggregate fee awards Plaintiffs’ counsel attorneys’ fees of 30 percent award with allocations to specific firms to be deter- of the settlement fund. mined by Co-Lead Counsel,″ because such counsel ″are most familiar with the work done by each firm and III. Petition for Reimbursement of Costs and Ex- each firm’s overall contribution to the litigation.″ 2008 penses U.S. Dist. LEXIS 569, [WL] at *7. Additionally, such an In addition to an award of attorneys’ fees, Plaintiffs’ coun- approach to allocating [*21] fees ″conserves the time sel also seek $487,720.30 for reimbursement of litiga- and resources of the courts.″ Id. Therefore, the Court will tion expenses. The Court ″may award reasonable attor- allow Interim Co-Lead Counsel to distribute the fees ney’s fees and nontaxable costs″ to Plaintiffs’ counsel. awarded from the Moark Settlement Fund.

3 These two firms, Edelson & Associates, LLC and Giuliano Law Firm, P.C., only spent 35.4 hours working on the case. 4 For purposes of this calculation, the Court treats of counsel as partners. 5 As Plaintiffs’ counsel admit in their briefing, costs for process and filing fees, copying, and court transcripts are all taxable un- der 28 U.S.C. § 1920.

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2. Counsel for the Direct Purchaser Plaintiffs V. Conclusion are awarded reimbursement of expenses in the amount of $434,944.79, with accrued in- For the foregoing reasons, the Court awards attorneys’ terest. fees of 30 percent of the settlement fund and a reimburse- ment of $434,944.79. An Order consistent with this 3. Interim Co-Lead Counsel are responsible Memorandum follows. for allocating and distributing counsel fees and expenses among counsel for the Direct Pur- ORDER chaser Plaintiffs. 4. The Court retains jurisdiction [*22] over AND NOW, this 9th day of November, 2012, upon con- the Moark Settlement Agreement to include sideration of the Motion submitted by Direct Purchaser resolution of any matters which may arise re- Plaintiffs’ counsel for reimbursement of expenses and an lated to the allocation and distribution of at- award of attorneys’ fees (Docket No. 493), as well as torneys’ fees and expenses. the supplemental briefing and declarations submitted by Direct Purchaser Plaintiffs’ counsel in support of the BY THE COURT: Motion (Docket Nos. 733-36), it is hereby ORDERED that: /s/ Gene E.K. Pratter

1. Counsel for the Direct Purchaser Plaintiffs GENE E.K. PRATTER are awarded attorneys’ fees in the amount of $7,500,000, with accrued interest. United States District Judge

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EXHIBIT F

CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page93 Page of 1 166of 46

UNITED STATES DISTRICT COURT FOR TilE EASTER."! DISTRICT OF PENNSYLVANIA

IN RE: PROCESSED EGG PRODUCTS ANTITRUST LITIGATION MOL Docket No. 2002 08-md-02002 This document relates to:

ALL DIRECT PURCHASER ACTIONS

DECLARATION OF MICHAEL D.IIAUSFELD, ESOUIRE I, Michael D. Hausfeld, declare as follows:

l. I am the chairman of the law firm of Hausfeld LLP. My firm is counse I to T,K.

Ribbings, a plaintiff in this action. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein.

2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through February 2011. My finn has submitted to interim co-lead counsel in this case (i) monthly reports setting forth the hours which this finn has devoted to work on this case for the foregoing period of time, and (ii) expenses incurred in connection with this firm's work on the case during that period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business.

3. Attached as Exhibit I hereto is a chart setting forth, for the inception through

February 2011 time period: (i) the individuals from this firm who have worked on this case; (ii) CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page94 Page of 2 166of 46

the dates ofadmission (attorneys) or years ofexperience (non-attorneys) for each individual that

has worked on this case; (iii) the billable rates charged by each such individual, by year, for work performed on this case; (iv) the total number of hours that each individual has worked on this case, by year; (v) the total hours and total lodestar for the firm; and (vi) the total expenses less assessments for the firm.

4. Attached as Exhibit 2 hereto are the monthly lodestar reports which this firm has submitted to Interim Co-Lead Counsel for the Direct Purchaser Class Plaintiffs from the

inception ofthis case through February 2011. The lodestar amount reflected in the reports attached hereto is for work assigned by Interim Co-Lead Class Counsel and was performed by professional staff at my law firm for the benefit of the Direct Purchaser Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Direct Purchaser

Plaintiff Class in this matter was performed on a wholly contingent basis. The rates set forth in the monthly reports attached as Exhihit 2 are the usual and customary, historical hourly rates in effect allhe time work was performed. These rates are Ihe same as, or substantially similar to, rates used by my firm in similar types ofactions. In addition, my firm has submitted fee petitions in other cases that have reported hourly rates at amounts comparable to those sought herein, and courts have approved an award ofattorneys' fees in such cases. Examples include:

Order approving fee award, In re TF1~LCD (Flat Panel) Antitrust Litig., No. 07-md-1827 (N.D.

Cal. Dec. 27, 2011), ECF No. 4436; Order approving fee award, In re Air Cargo Shipping Serv.

Antitrust Lllig., No. 06-md-I775, (E.D.N.Y. July 15,2011), ECF No. 1524; Order approving fee award, In re Flat Glass Antitrust Litig. 11, MOL No. 1942 (W.O. Pa. May 15, 2011), ECF No.

291; Order approving fee award, In re Ethylene Propylene Diene Monomer (EPDM) Antitrust

Litig., No. 03-md-1542 (D. Conn. Oct. 1,2010), ECF No. 574; Order approving fee award,In re

Endosurgical Prods. Direct Purchaser AntiffWlt Litlg., No. 05-cv-08809 (C.D. Cal. May II,

2 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page95 Page of 3 166of 46

2009), ECF No. 195; among others.

5. Attached as Exhibit 3 hereto are monthly charts setting forth the expenses incurred by this firm in connection with this litigation from the inception of this case through

February 2011. These costs were incurred on behalf of the Direct Purchaser Plaintiff Class by my firm on a contingent basis, and have not been reimbursed.

6. Further, for cases in which my firm offers legal services on a contingency basis in individual litigation, my firm routinely charges a contingent fee of 33 1/3% or greater.

3 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page96 Page of 4 166of 46

I declare under penalty ofperjury under the laws of the United States of America that the foregoing is true and correct.

Executed on September 7,2012 in Washington, D.C.

Michael D. Hausfeld

4 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page97 Page of 5 166of 46

EXHIBIT 1 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page98 Page of 6 166of 46

Firm Name: HAUSFELD LLP Reporting Period: NOVEMBER 2008 - FEBRUARY 2011

Art Bailey, Jr. - Partner YEARS OF EXPERIENCE: 5 Rate Hours Rate x Hours 2008 $365.00 0.50 $182.50 2009 $420.00 0.50 $210.00 2010 $0.00 0.00 $0.00 2011 $0.00 0.00 $0.00

Cumulative Hours 1.00 Cumulative Lodestar $392.50

Ralph Bunche - Associate YEARS OF EXPERIENCE: 4 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 2009 $310.00 166.00 $51,460.00 2010 $340.00 552.90 $187,986.00 20ll $340.00 96.90 $32,946.00

Cumulative Hours 815.80 Cumulative Lodestar $272,392.00

William Butterfield - Partner YEARS OF EXPERIENCE: 34 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 2009 $660.00 11.00 $7,260.00 2010 $825.00 0.70 $577.50 2011 $0.00 0.00 $0.00 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page99 Page of 7 166of 46

Cumulative HoutS 11.70 Cumulative Lodestar $7,837.50

Robert Eisler - Parmer YEARS OF EXPERENCE: 23 Rate HoUtS Rate x HoUtS 2008 $675.00 4.50 $3,037.50 2009 $775.00 267.35 $207,196.25 2010 $850.00 28.00 $23,800.00 2011 $0.00 0.00 $0.00

Cumulative Hours 299.85 Cumulative Lodestar $234,033.75

Recna Armillay Gambhir - Partner YEARS OF EXPERIENCE: 8 Rate Hours Rate x Hours 2008 $0.00 $0.00 2009 $340.00 0.75 $255.00 2010 $375.00 0.50 $187.50 2011 $0.00 0.00 $0.00

Cumulative Hours 1.25 Cumulative Lodestar $442.50

Michael Hausfeld· Partner YEARS OF EXPERfENCE: 43 Rate HoUtS Rate x Hours 2008 $750.00 12.00 $9,000.00 2009 $865.00 139.50 $120,667.50 2010 $950.00 137.20 $130,340.00 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page100 Page of8 of166 46

2011 $950.00 7.70 $7,315.00

Cumulative Hours 296.40 Cumulative Lodestar $267,322.50

Andrea Hemfe1d - Associate YEARS OF EXPERlENCE: 8 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 2009 $340.00 166.25 $56,525.00 2010 $0.00 0.00 $0.00 20211 $0.00 0.00 $0.00

Cumulative Hours 166.25 Cumulative Lodestar $56,525.00

Spencer Jenkins - Associate YEARS OF EXPERlENCE: 2 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 2009 $200.00 133.50 $26,700.00 2010 $0.00 0.00 $0.00 2011 $0.00 0.00 $0.00

Cumulative Hours 133.50 Cumulative Lodestar $26,700.00

Megan Jones - Partner YEARS OF EXPERlENCE: 13 Rate Hours Rate x Hours 2008 $400.00 1.00 $400.00 2009 $460.00 856.25 $393,875.00 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page101 Page of9 of166 46

2010 $510.00 338.60 $172,686.00 2011 $510.00 80.70 $41.157.00

Cumulative Hours 1276.55 Cumulative Lodestar $608,118.00

Jeannine Kenney - Associate YEARS OF EXPERlENCE: 3 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 2009 $275.00 1.25 $343.75 2010 $0.00 0.00 $0.00 2011 $0.00 0.00 $0.00

Cumulative Hours 1.25 Cumulative Lodestar $343.75

Brent Landau YEARS OF EXPERlENCE: 10 Rate Hours Rate x Hours 2008 $355.00 14.00 $4,970.00 2009 $425.00 117.70 $50,022.50 2010 $470.00 13.10 $6,157.00 2011 $470.00 2.60 $1,222.00

Cumulative Hours 147.40 Cumulative Lodestar $62,37L50

Christopher Lcbsoek - Partner YEARS OF EXPERIENCE: 16 Rate Hours Rate x Hours 2008 $0.00 0.00 $0.00 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page102 Page 10of 166of 46

2009 $520.00 0.50 $260.00 2010 $575.00 2.20 $1,265.00 2011 $0.00 0.00 $0.00

Cumulative Hours 2.70 Cumulative Lodestar $1,525.00

Michael Lehmann - Partner YEARS OF EXPERIENCE: 35 Rate Hours Rate x Hours 2008 $695.00 27.50 $19,112.50 2009 $800.00 134.45 $107,560.00 2010 $880.00 8.70 $7,656.00 2011 $0.00 0.00 $0.00

Cumulative Hours 170.65 Cumulative Lodestar $134,328.50

James Pizzirusso - Partner YEARS OF EXPERIENCE: II Rate Hours Rate x Hours 2008 $355.00 61.75 $21,921.25 2009 $425.00 533.40 $226,695.00 2010 $470.00 325.40 $152,938.00 2011 $470.00 44.90 $21,103.00

Cumulative Hours 965.45 Cumulative Lodestar $422,657.25

Hilary Scherrer - Partner YEARS OF EXPERIENCE: 12 Rate Hours Rate x Hours CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page103 Page 11of 166of 46

2008 $0.00 0.00 $0.00 2009 $425.00 1.75 $743.75 2010 $470.00 1.20 $564.00 2011 $0.00 0.00 $0.00

Cumulative Hours 2.95 Cumulative Lodestar $1,307.75

Brian Ratner - Partner YEARS OF EXPERIENCE: 12 Rate Hours Rate )( Hours 2008 $0.00 0.00 $0.00 2009 $460.00 0.50 $230.00 2010 $510.00 1.80 $918.00 2011 $0.00 0.00 $0.00

Cumulative Hours 2.30 Cumulative Lodestar $1,148.00

CUMULATIVE FIRMWlDE HOURS (All Timekeepers) 4,517.00 CUMULATIVE FlRMWIDE LODESTAR (All Timekeepers) $2,179,942.25 EXPENSES LESS ASSESSMENTS $46,547.41 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page104 Page 12of 166of 46 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page105 Page 13of 166of 46

EXHIBIT 2 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page106 Page 14of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: November 2008 Finn: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate I 2 3 4 5 6 7 Hours L<>destar Hours Lodestar Bailey, Arthur (P) $0.00 0.00 $0.00 0.00 $0.00 Bone. Diane (PL) $0.00 0.00 $0.00 0.00 $0.00 Butterfield, William (P) $0.00 0.00 $0.00 0.00 SO.OO Eisler, Robert (P) $0.00 0.00 $0.00 0.00 $0.00 l{uusfeld, Michael (P) $0.00 0.00 $0.00 0.00 $0.00 Hertz.feld, Andrea (A) $0.00 0.00 $0.00 0.00 $0.00 Jones, Megan (P) $400.00 1.00 1.00 $400.00 LOO $400.00 Landau, Brent (P) $355.00 1.00 4.50 1.50 7.00 S2,485.00 7.00 $2,485.00 Lehmann, Michael (P) $695.00 8.00 10.00 18.00 SI2,510.00 18.00 $12,510.00 Lucas, Brian (PL) SO.OO 0.00 $0.00 0.00 $0.00 Pizzirusso, James (P) $355.00 2.00 2.50 23.50 11.00 11.50 50.50 $17,927.50 50.50 $17,927.50 Ratner, Brian (P) SO.OO 0.00 SO.oo 0.00 $0.00 McDonald, Fiona (PL) $0.00 0.00 $0.00 0.00 $0.00 Kenney, Jeannine CAl $0.00 0.00 50.00 0.00 $0.00 Lebsock, Chris (P) $0.00 0.00 $0.00 0.00 SO.OO Barnes, Stacy (PL) $0.00 0.00 $0.00 0.00 $0.00 Jenkins, Spencer (LC) $0,00 0.00 $0.00 0.00 $0.00 Clark, Carina (LC) $0.00 0.00 $0.00 0.00 $0.00 Scharff, Josbua (LC) $0.00 0.00 $0.00 0.00 $0.00 Gambhir, Reena (A) $0.00 0.00 $0.00 0.00 $0.00 Rosenberg, Rachel (PL) $0.00 0.00 SO.OO 0.00 $0.00 Scberrer, Hilary (P) $0.00 0.00 $0.00 0.00 $0.00 Bunche, Ralph (A) $0.00 0.00 $0.00 0.00 $0.00 .1'~bbs, Kristina (PL) $0.00 0.00 $0.00 0.00 $0.00 MItchell, James (PL) $0.00 0.00 $0.00 0.00 $0.00 Sandberg, Amanda (PL) $0.00 0.00 $0.00 0.00 $0.00 Total: 2.00 2.50 33.50 15.50 0.00 23.00 0.00 76.50 $ 33,322.50 76.50 $ 33,322.50 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page107 Page 15of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: December 2008 Firm: Hausfeld LLP

Hourly I Current Current Cumulative Cumulative Professional (Status) Rate I 2 3 4 S 6 7 ! Hours Lodestar Hours Lodestar Bailey, Arthur (P) $365.00 0.50 0.50 $182.50 0.50 $182.50 Bone, Diane (PL) $215.00 0.50 1.00 1.50 $322.50 LSO $322.50 Butterfield, William (P) 0.00 $0.00 0.00 $0.00 Eisler, Robert (P) $675.00 4.50 4.50 $3,037.50 4.50 $3,037.50 Hausfeld, Michael (P) $750.00 7.00 5,00 12,00 $9,000.00 12.00 $9,000.00 Hertzfeld, Andrea (A) 0,00 SO.OO 0.00 $0.00 Jones, Megan (P) 0,00 $0,00 1.00 $400,00 Landau, Brent (P) $355,00 1.00 6.00 7.00 $2,485.00 14,00 $4,970.00 Lehmann, Michael (1') $695.00 2.50 6.00 1.00 9.50 $6,602.50 27.50 $19,112.50 Lucas, Brian (PL) 0,00 $0.00 0.00 $0,00 Pizzirusso, James (P) $355.00 1.50 0.75 9.00 11.25 $3,993,15 61.75 $21,921.25 Ratner, Brian (P) 0.00 $0.00 0.00 $0,00 McDonald, Fiona (PL) 0,00 $0.00 0,00 $0.00 - Kenney, Jeannine (A) 0,00 $0,00 0.00 SO.OO Lebsack, Chris (P) 0,00 $0,00 0.00 $0,00 Barnes, Stacy (PL) 0.00 $0,00 0.00 $0,00 Jenkins, Spencer (LC) 0.00 $0,00 0.00 $0,00 Clark, Carina (LC) 0,00 $0,00 0,00 $0,00 Scharff, Joshua (LC) 0.00 $0,00 0.00 SO,OO - Gambhir, Reen. (A) 0,00 $0,00 0,00 $0,00 Rosenberg, Racbel (PL) 0.00 $0,00 0.00 $0,00 Scherrer, Hilary (F) 0.00 $0,00 0.00 $0,00 Bunche, Ralph (AJ 0.00 $0,00 0.00 $0,00 Stubbs, Kristina (PL) 0,00 $0.00 0.00 $0,00 Mitchell, James (PL) 0,00 $0,00 0,00 $0,00 Sandberg, Amanda (PL) 0,00 $0,00 0,00 $0.00 Totat, 5.$0 8.25 12.00 0,00 0.00 20.50 0.00 46.25 $ 25,623.75 122.75 $58,946.25 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page108 Page 16of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: January 2009 firm: Hausfeld LLP

Hourly Current Current Cumulativ Cumulath;e Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar e Hours Lodest.r Bailey, Arthur (P) $420.00 0.50 0.50 S210.00 LOO $392.50 Bone. Diane (PL) $275.00 14.00 050 14.50 $3.987.50 16.00 $4,310.00 Butterfield, William (P) $660.00 l.00 6.00 7.00 $4.620.00 7.00 $4,620.00 I Eisler. Robert (P) $775.00 4.50 10.50 15.00 $11,625.00 19.50 $14,662.50 , Hausfeld, Michael (P) $865.00 5.00 5.00 $4,325.00 17.00 $13,325.00 Hertzfeld, Andrea (A) $340.00 1.75 3.25 8.75 13.75 $4,675.00 13.75 $4,675.00 Jones, Megan (P) $460.00 20.50 28.00 28.50 25.75 19.75 122.50 $56,350.00 123.50 $56,750.00 Landau, Brent (P) $425.00 12.00 12.00 18.75 3.50 17.50 63.75 $27,093.75 77.75 $32,063.75 Lehmann, Michael (P) $800.00 2.00 5.00 26.00 8.25 41.25 $33,000.00 68.75 $52,112.50 ~cas, Brian (PLl $230.00 4.50 4.50 $1,035.00 4.50 $1,035.00 Pizzirusso, James (P) $425.00 24.00 8.00 59.00 5.50 96.50 $41,012.50 158.25 $62,933.75 Ratner, Brian (P) $460.00 0.00 $0.00 0.00 SO.OO McDonald, Fiona (PL) $250.00 0.00 $0.00 0.00 $0.00 Kenney, Jeannine (A) $275.00 0.00 SO.OO 0.00 $0.00 Lebsock, Chris (P) $520.00 "­ 0.00 $0.00 0.00 $0.00 Barnes, Stacy (PL) S250.00 0.00 SO.OO 0.00 $0.00 Jenkins, Spencer (LC) $200.00 0.00 SO.OO 0.00 $0.00 Clark, Carina (LC) $200.00 0.00 SO.OO 0.00 $0.00 Scharff, Joshua (LC) $200.00 0.00 SO.OO 0.00 $0.00 Gnmbhir, Reen. (A) $340.00 0.00 SO.OO 0.00 $0.00 Rosenberg, Rachel (PL) $250.00 0.00 SO.OO 0.00 SO.OO Scherrer, Hilary (1') $425.00 0.00 SO.OO 0.00 $0.00 Bunche, Ralpb (Al $310.00 0.00 SO.OO 0.00 SO.OO Stubbs, Kristina (PLl $250.00 0.00 $0.00 0.00 $0.00 Mitchell, James (PL) $275.00 0.00 $0.00 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 SO.OO 0.00 $0.00 Total: 79.25 54.00 135.SO 33.75 6.50 15.25 0.00 384.25 $ 187.933.75 507.00 $246,880.00 - ..-­ , CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page109 Page 17of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: February 2009 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professi".al (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $39250 Bone, Diane (PL) $275,00 0.50 050 $[3750 16.50 $4,447.50 ---­ Butterfield, William (P) $660,00 2.50 1.00 3.50 $2,310,00 10.50 $6,930,00 Eisler, Robert (P) $175,00 2,00 7.50 9,50 $7,362.50 29,00 $22,025,00 Hausfeld, Michael (P) $865.00 0,00 $0,00 17.00 $13,325.00 Hertzfeld, Andrea (Al $340.00 4.00 3,00 7,00 $2,380.00 20.75 $7,055,00 ----­ Jones, Megan (P) $460,00 5.00 34.50 4350 4,00 87,00 $40,020.00 210.50 $96,770,00 Landau, Brent (P) $425,00 6.00 8.70 4.00 4,50 23,20 $9,860,00 100,95 $41,923,75 . Lehmann, Michael (P) $800.00 250 250 $2,000.00 7L25 $54,112,50

Lucas, Brian (PL) $230,00 LSO 1.50 3,00 $690.00 7.50 $1,725.00 I C--' Pizzirusso, James (P) $425.00 4,50 l3.00 7,50 1.70 26.70 $11,347,50 184,95 $74,28125 Ratner, Brian (P) $460.00 0.50 0.50 $230,0() 0.50 $230,00 . McDonald, Fiona (PL) $250,00 0.00 $0.00 0.00 $0.00 Kenney, Ieannine (A) $275,00 0.00 $0.00 0,00 SO.OO' Lebsock, Chris (P) $520,00 0.00 $0,00 0,00 $0.00 ---- Bames, Stacy (PL) $250,00 r--­ 0.00 $0.00 0.00 SO,OO­ Jenkins, Spencer (LC) $200,00 0,00 $0,00 0,00 $0.00 Clarl<, Carina (LC) $200,00 0.00 $0,00 0,00 $0,00 Scharff, Joshua (LC) $200,00 0.00 $0,00 0,00 $0.00 Gambhir, Reena (A) $340.00 0.00 $0,00 0.00 $0,00 ----­ Rosenberg, Rachel (PL) $250.00 0,00 $0,00 0,00 $0,00 Scherrer, Hilary (1') $425.00 0.00 $0.00 0.00 $0,00 Bunche, Ralph (Al S310,00 0,00 $0,00 0,00 $0,00 Stubbs, Kristina (PL) $250.00 0.00 $0,00 0.00 $0,00 ..~ C--' Mitchell, James (PL) $275.00 $0,00 0.00 $0,00 1--- ~O Sandberg, Amanda (PL) $255.00 0.00 $0,00 0.00 $0,00 Total: 20.50 58.20 56.50 0.00 2.50 25.70 0.00 163.40 $ 76,337.50 670.40 $323,217.50 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page110 Page 18of 166of 46

In Re Processed Egg Products Anti-Trust Litigation., MDL No. 2002, E.n. Pa 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: March 31, 2009 Finn: Hausfeld LLP

Hourly .-_. r-Ciirren'i Current Cumulative Cumulative Professional (Status) Rate 1 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 SO.OO 1.00 $392.50 Bone, Diane (PL) $275.00 0_00 SO_DO 16.50 $4,447.50 Butterfield, William (Pl $660.00 0.00 $0.00 10.50 $6,930.00 Eisler, Robert (P) $775.00 10.00 10.00 $7,750.00 39.00 $29,775.00 Hausfeld, Michael (P) $865_00 2.50 2.50 $2,162.50 19.50 $15,487.50 Hertzfeld, Andrea (Al $340.00 3.00 8.00 13.00 10.00 2.75 41.75 $14,195.00 62_50 $21,250.00 Jones, Megan (P) $460.00 3.75 3.75 $1,725.00 214.25 $98,495.00 Landau, Brent (P) $425.00 0.50 1.00 0.50 0.25 3.00 5.25 $2,231.25 106.20 $44,155.00 . I.ehmann, Michael (P) $800.00 2.00 2.00 $1,600.00 73.25 $55,712.50 ---- Lucas, Srian (PL) $230.00 6.00 21.50 24.50 52.00 $1l,960.00 59.50 $13,685.00 Pizzirusso, James (P) $425.00 5.00 5.50 2.50 4.25 5.00 22.25 $9,456.25 207.20 $83,737.50 Ratner, Srian (P) $460.00 0.00 $0.00 0.50 $230.00 McDonald, Fioua (PLl $250.00 4.75 4.75 $1,187.50 4_75 $1,187.50 Kenney, Jeannine (A) $275.00 0.25 --- 0.25 $68.75 0.25 $68.75 Lebsock, Cbris (P) $520.00 0.00 $0.00 0.00 so_on Bames, Stacy (PL) $250.00 0.00 SO.OO 0_00 $0.00 .­ Jenkins, Spencer (LC) $200.00 0.00 $0.00 0.00 SO.OO Clark, Carina (LC) $200.00 0.00 $0_00 0.00 $0.00 Scharff, Joshua (LC) $200.00 0.00 $0.00 0_00 $0.00 Gambhir, Reen. (A) $340.00 0.00 $0.00 0.00 $0.00 Rosenberg, Rachel (PL) $250_00 0.00 $0.00 0.00 $0.00 Scherrer, Hilary (P) S425.00 0.00 $0.00 0.00 SO.OO Bunche, Ralph (Al S310.00 0.00 $0.00 0.00 $0.00 Stubbs, Kristina (PL) $250.00 0.00 $0.00 0.00 $0.00 Mitchell, James (PL) $275.00 0.00 $0.00 0.00 SO.OO ---- Sandberg, Amanda (PLl $255.00 0.00 $0.00 0.00 SO.OO Total: 24.25 18.25 24.75 13.25 16.75 47.25 0.00 144.50 $ 52,336.25 814.90 $375,553.75 -­ -_.­ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page111 Page 19of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: April 30, 2009 Firm: Hausfeld LLP

Hourly Current Current Cumullltive Cumulative Proressional (Status) Rate 1 2 3 4 5 6 ! 7 Hours Lodestar Hours Lodestar i

Bailey, Arthur (P) :&420.00 0.00 $0.00 LOO $392.50 !

Bone, Diane (PL) $275.00 2.50 2.50 $687.50 19.00 $5,135.00 ! Butterfield, William (P) $660.00 000 SO.OO 10.50 $6,930.00 ' Eisler, Robert (P) $775.00 2.50 1.00 21.75 25.25 $19,568.75 64.25 :&49,343.75 Hausfeld, Michael (P) $865.00 1.00 18.50 3.00 22.50 $19,462.50 42.00 $34,950.00 Hertzfeld, Andrea (Al $340.00 19.25 19.25 $6,545.00 81.75 $27,795.00 Jones, Megan (P) $460.00 17.75 29.50 22.50 69.75 $32,085.00 284.00 $130,580.00 Landau, Brent (P) :&425.00 .~ 0.50 LOO 4.80 $2,040.00 111.00 $46,195.00 Lehmann, Michael (P) $800.00 4.00 3.00 8.50 15.50 $12,400.00 88.75 $68,112.50 Lucas, Brian (PLl $230.00 2.50 9.50 12.00 $2,760.00 71.50 $16,445.00 Pizzirusso, James (P) :&425.00 8.00 2.50 2.00 27.50 4.00 44.00 $18,700.00 251.20 $102,437.50 Ratner, Brian (P) :&460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 1.00 1.00 $275.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.50 0.50 $260.00 0.50 $260.00 Bames, Stacy (PL) $250.00 0.00 $0.00 0.00 SO.OO Jenkins, Spencer (LC) S200.00 0.00 $0.00 0.00 $0.00 Clark, Carina (LC) $200.00 0.00 SO.OO 0.00 $0.00 Scharff, Joshua (LC) $200.00 0.00 $0.00 0.00 $0.00 . ,----I-­ - Gambhir, Reena (A) $340.00 0.00 $0.00 0.00 SO.OO Rosenberg, Rachel (PL) $250.00 0.00 $0.00 0.00 SO.OO Scherrer, Hilary (P) $425.00 0.00 SO.OO 0.00 $0.00 Bunche, Ralph (AJ $310.00 0.00 SO.OO 0.00 $0.00 Stubbs, Kristina (PL) $250.00 0.00 $0.00 0.00 $0.00 Milchell, James (PL) $275.00 0.00 SO.OO 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 SO.OO

Total: 10.50 33.55 2.00 2.00 79.50 89.50 0.00 217.05 $ 114,783.7~ 1031.95 L-..__:&490,337.50..... _._.._. CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page112 Page 20of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOL No. 2002, RD. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: May 31,2009 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Slalus) Rale I 2 3 4 S 6 7 Hours Lodestar Hours Lodeslar Bailey, Arthur (P) 5420.00 0.00 $0.00 1.00 $39250 Bone, Diane (PL) $275.00 2.75 2.75 $756.25 21.75 $5,891.25 Butterfield, William (P) 5660.00 0.00 $0.00 10.50 $6,930.00 Eisler, Robert (P) $715.00 23.25 29.50 52.75 $40,881.25 117.00 $90,225.00 Hausfeld, Michael (P) 5865.00 -~() 1.50 11.00 $9,515.00 53.00 $44,465.00 Hertzfeld, Andrea (A) $340.00 7.50 3.00 63.75 74.25 $25,245.00 156.00 $53,040.00 Jones, Megan (P) $460.00 2.50 64.50 2.00 4.75 16.25 90.00 $41,400.00 374.00 $171,980.00 Landau, Brent (P) $425.00 5.25 0.25 0.25 0.50 6.25 52,656.25 117.25 $48,851.25 Lelunann, Michael (P) $800.00 15.50 1.50 17.00 $13,600.00 105.75 581,712.50 Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 Pizzirusso, James (P) $425.00 4.00 22.00 5.50 7.75 39.25 $16,681.25 290.45 $119,118.75 Ratner, Brian (P) 5460.00 0.00 SO.OO 0.50 $230.00 --­ McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (Al $275.00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 Bames, Stacy (PL) $250.00 4.50 4.50 $1,125.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 30.50 13.50 44.00 $8,800.00 44.00 $8,800.00 Clark, Carina (LC) $200.00 0.00 $0.00 0.00 SO.OO - Scharff, Joshua (LC) $200.00 0.00 $0.00 0,00 $0.00, ---. ~ambhir, Reena (A) $340.00 0.00 $0.00 0.00 SO.OO Rosenberg, Rachel (PL) $250.00 0.00 $0.00 0.00 $0.00 Scherrer, Hilary (P) $425.00 0.00 $0.00 0.00 SO.OO Bunche, Ralph (Al $310.00 0.00 $0.00 0.00 $0.00 Stubbs, Kristina (PL) $250.00 0.00 $0.00 0.00 $0.00 Mitchell, James (PL) $275.00 0.00 $0.00 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 35,75 122.50 39,75 0,00 23.00 120.75 0.00 341.75 $ 160,660.00 1373.70 $650,997.50 -­ , CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page113 Page 21of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, ED. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: June 30, 2009 Finn: Hausfeld LLP

----­ -- ---­ Hourly Current Curr"nl Curnulali Cumulative Proressiona' (Slatus) Rate I 2 3 4 5 6 7 Hours Lodestar ve Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 . i---­ Bone, Diane (PL) $275.00 1.75 1.75 $48\.25 23.50 $6,312-50 Butterfield, William (P) $660.00 0.50 0.50 $330.00 11.00 $7,260.00 Eisler, Robert (P) $775.00 4.00 7.00 23.00 34.00 $26,350.00 151.00 $116,575.00 ----­ Hausfeld, Michael (P) $865.00 1.50 18.50 20.00 $17,300.00 73.00 $61,765,00 Hertzfeld, Andrea (Al $340.00 9.25 1.00 10.25 $3,485.00 166.25 $56,525.00 . Jones, Megan (P) $460.00 8.00 51.50 83.75 37.50 180.75 $83,145.00 554.75 $255,125.00. Landau, Brent (P) $425.00 1.50 0.25 1.75 $743.75 119.00 $49,595.OOi Lohmann, Micbael (P) $800.00 5.50 24.00 29.50 $23,600.00 135.25 $105,312.50 Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 Pizzirusso, James (P) $425.00 3.50 13.75 41.00 9.00 67.25 $28,581.25 357.70 SI47,700.00 Ratner, Brian (P) $460.00 0,00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 ----­ Lebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 14.00 14.00 $2,800.00 58.00 $11,600.00 Clark, Carina (LC) $200.00 5.00 5.00 $1,000.00 5.00 $1,000.00 Scharff, Joshua (Le) $200.00 51.25 5125 $10,250.00 51.25 SIO,250.00 Gambhir, Reen. (A) $340.00 0.00 $0.00 0.00 SO.OO Rosenberg, Rachel (PL) $250.00 0.00 $0.00 0.00 $0.00 Scherrer, Hilary (P) $425.00 0.00 $0.00 0.00 SO.OO Bunche, Ralph (A) $310.00 0.00 $0.00 0.00 $0.00 Stubbs, Kristina (PI.) $250.00 0.00 $0.00 0.00 SO.OO Mitchell, James (PL) $275.00 0.00 $0.00 0.00 SO.OO ----­ Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 SO.OO ----" Total: 9.75­ 67.75­ 69.00 0.00 175.00 94.50 0.00 416.00 $ 198,066.2S 1789.70 $849,063.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page114 Page 22of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: July 31,2009 Firm: Hausfeld LLP

Hourly Current Current Cumulativ Cumulative I 2 3 4 Professional (Status) Rate 5 6 7 Hours Lodestar f: Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $39250 Bone, Diane (PL) $275.00 2.50 2.50 $687.50 26.00 $7,060.00 Butterfield, William (P) $660.00 0.00 $0.00 I LOO $7,260.00 Eisler, Robert (P) $775.00 2.75 6.50 12.50 18.50 40.25 $31,193.75 191.25 $147,768.75 Hausfeld, Michael (P) S865.00 8.00 1.50 7.00 5.00 600 27.50 $23,787.50 100.50 $85,552.50 Hertzfeld, Andrea (A) $340.00 ~O $0.00 166.25 $56,525.00 Jones, Megan (P) $460.00 11.00 19.00 19.75 36.50 &6.25 $39,675.00 641.00 $294,800.00 Landau, Brent (P) $425.00 8.25 0.25 0.50 0.50 9.50 $4,037.50 128.50 $53,632.50 ' Lehmann, Michael (P) $800.00 13.00 0.50 14.50 $11,600.00 149.75 $116,912.50 - ~ Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 Pizzirusso, James (P) $425.00 8,00 8.50 26.25 1.50 44.25 $18,806.25 401.95 $166,506.25 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 McDunald, Fiona (PL) $250.00 - 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 . Lebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 71.50 4.00 75.50 $15,100.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) $200,00 4.00 24.25 28.25 $5,650.00 79.50 $15,900.00 Gambbir, Reen. (A) $340.00 0.75 0.75 $255.00 0.75 $255.00 Rosenberg, Rachel (PL) $250.00 1.50 l.50 $375,00 1.50 $375.00 Scherrer, Hilary (P) $425.00 0.75 LOO 1.75 $743.75 1.75 $743.75 Bunche, Ralph (A) $310.00 0,00 $0.00 0.00 $0.00 Stubbs, Kristina (PL) $250.00 0.00 $0.00 0.00 $0.00 Mitchell, James (PL) $275.00 0.00 $0.00 0.00 $0.00 Sandberg, Amand. (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 24.25 16.25 18.25 26.25 155.75 91.75 0.00 332.50 $ 151,911.25 2122.20 $1,000,975.00 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page115 Page 23of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: August 31, 2009 Finn: Hausfeld LLP

Hourly Current ('-urrent Cumula(iv Cumulative ' I 2 3 4 5 6 7 Professional (Status) Rate Hours Lodestar e Hours Lodestar , Bailey, Arthur(p) $420.00 0.00 $0.00 1.00 $392.50 ' Bone, Diane (PL) $275.00 0.00 $0.00 26.00 $7,060.00, Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $775.00 1.00 7.10 8.10 $6,277.50 199.35 $154,046.25 Hausfeld, Michael (P) $865.00 5.50 5.50 $4,757.50 106.00 $90,310.00 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 ~ones, Megan (P) $460.00 27.75 11.50 39.25 ~IS,055.00 680.25 $312,855.00 tandau, Brent (P) $425.00 0.00 $0.00 128.50 $53,632.50 Lehmann, Michael (P) $800.00 1.50 0.50 1.50 3.50 $2,800.00 153.25 $119,712.50 Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 r--­ Pizziruss<>, James (P) $425.00 31.75 0.50 0.50 4.00 5.00 41.75 $17,743.75 443.70 $184,250.00 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, leannine (A) $275.00 0.00 $0.00 1.25 $343.75 Lebsack. Chris (P) $520.00 0.00 $0.00 0.50 $260.00 i---­ Barnes, Stacy (PL) $250.00 r-o:-OO SO.OO 4.50 $1,125.00 Jenkins, Spencer (LC) S200.00 0.00 SO.OO 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 SO.OO 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 -­ 0.00 $0.00 79.50 $15,900.00 Gambhir, Reena (A) $340.00 0.00 $0.00 0.75 $255.00 Rosenberg, Rachel (pl.) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $425.00 0.00 $0.00 1.75 $743.75 Bunche, Ralph (A) $310.00 13.70 2.60 1.20 0.50 3.20 21.20 $6.572.00 21.20 $6,572.00 Stubbs, Kristina (PL) $250.00 1.00 1.00 $250.00 1.00 $250.00 Mitchell, James (Pt) $275.00 0.00 $0.00 0.00 SO.OO Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 15.20 35.35 2.70 1.00 37.75 28.30 0.00 120.30 $ 56,455.75 2242.50 $1,057,430.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page116 Page 24of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. OS-md-02002 Time Report and Lodestar Summary Reporting Period Ending: September 30, 2009 Firm: Hausfeld LLP

- Hourly Current Current Cnmulati Cumulative I Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar ve Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 ' Bone, Diane (PL) $275.00 0.00 $0.00 26.00 $7,060.00 Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $775.00 0,80 lAO 18.40 20,60 $15,965,00 219,95 $170,011.25 Hausfeld, Michael (P) S865.00 5.50 1.00 6.50 $5,622.50 112.50 $95,932.50 Hertzfeld, Andrea (A) $340,00 0,00 $0,00 166.25 $56,525.00 Jones, Megan (P) S460.00 2.00 20JO 22.30 $10,258.00 702.55 $323,113,00 Landau, Brent (P) $425,00 0,00 $0,00 128.50 $53,632.50 'Lehmann, Michael (P) S800.00 3.9.2.., 3.90 $3,120.00 157,15 $122.832.50 ... :-­ f­ Lucas, Brian (PL) $230.00 0,00 $0.00 71.50 $16,445.00 Pizzirusso, James (P) $425.00 0.50 0,80 2.60 3,90 $1,657,50 447,60 $185,907,50 Ratner, Brian (P) $460.00 0,00 $0.00 0,50 $230.00 McDonald, Fiona (PL) $250.00 0,00 $0,00 4.75 $1,187,50 Kenney, Jeannine (A) $275,00 0,00 $0.00 1.25 $343.75 LebsocK. Chris (P) $520.00 0.00 $0,00 0.50 $260.00 Barnes, Stacy (PL) $250,00 0,00 $0.00 4.50 $1,125.00--­ JeI1kins, Spencer (LC) $200,00 0.00 $0,00 133.50 $26,700,00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 - 0.00 $0.00 7950 $15,900.00 Gambhir, Reena (A) $340,00 0.00 $0.00 0.75 $255.00 Roseoberg, Rachel (Pl.) $250,00 0.00 $0.00 150 $375,00 Scherrer, Hilary (P) $425.00 0.00 $0.00 1.75 $743.75 Bunch.. Ralph (A) $310,00 9.80 -­11.30 0.20 13.60 4.50 39.40 $12,214.00 60,60 $18,786.00 Stubbs, Kristina (PL) $250.00 0.20 0.20 $50,00 1.20 $300.00 - Mitchell, James (PL) $275,00 0.00 $0,00 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0,00 0,00 $0.00 Total: 10.00 14.10 0.70 O.SO 40.80 30.40 0.00 96.80 $ 48,887.00 2339.30 $1,106,317,75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page117 Page 25of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: October 3 J , 2009 Finn: Hausfeld LLP

----. Hourly r~-~ r~-~ Current Current Cumulative Cumulative Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar

Bailey, Arthur (F) $420~00 0.00 SO.OO LOO $392.50 Bone, Diane (PL) $275.00 O~OO $O~OO 26.00 $7,060.00 Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $775.00 2.80 1.40 7.20 11040 $8,835.00 231.35 $178,846.25 Hausfeld, Michael (P) $865.00 8.50 8.50 $7,352.50 121.00 $103,285.00 Henzfeld, Andrea CA) $340.00 0.00 SO.OO 166.25 $56,525.00 - . Jones, Megan (P) $460.00 0.30 6.10 0.30 20.50 8.00 35.20 $16,192.00 737.75 $339,305.00 . Landau, Brent (P) $425.00 0.20 0.20 0.40 $110.00 128.90 $53,802.50 Lehmann, Michael (P) $800.00 2.60 2.60 $2,080.00 159.75 $124,912.50 Lucas, Brian (PL) $230.00 O~OO $0.00 71.50 $16,445.00 Pizzirusso, James (P) $425.00 0040 1.l0 1.50 $637.50 449.10 SI86,545.00 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 ~onald, Fiona (PL) $250.00 0.00 SO.OO 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 ~- -- -~ r--~ Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700,00 ,<::la,rk, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) S200.00 0.00 $0.00 79.50 $15,900.00 Gambhir, Reen. (Al $340.00 0.00 $0.00 0.75 $255.00 ~ .. Rosenberg, Racnel (PL) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hila!')' (P) $425.00 0.00 $0.00 1.75 $743.75 Bunche, Ralph (A) $310.00 13.60 10.20 3.30 3.80 30.90 $9,579.00 91.50 $28,365.00 StubbS, Kristina (PL) S250.00 0.10 0.30 0.40 $100.00 1.60 $400.00 Mitcnell, James (PL) $275.00 0.00 SO.OO 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0.00 O~OO $0.00 Total: 14.00 19.30 0.00 0.30 34.30 23.00 0.00 90.90 S 44,946.00 2430.20 __ ~ $1,151,263.75

~~ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page118 Page 26of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: November 30, 2009 Firm: Hausfeld LLP

Hourly Current Current Cumulativ Cumulative ! 1 2 3 4 5 6 7 Professional (Status) Rate Hours Lodestar e Hours Lodestar , Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.00 $7,060.00 ! Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $775,00 2.20 6.80 1.00 7,80 17.80 $13,795,00 249.15 $192,641.25 Hausfeld, Michael (P) $865,00 5,00 2.70 7.70 $6,660.50 128.70 $109,945.50 lIertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $460,00 7.40 16.00 30.60 LOa 55.00 $25,300,00 792.75 $364,605.00 Landau. Brent (P) $425.00 0.90 - 0,90 $382.50 129.80 $54,185.00 Lehmann, Michael (P) $800.00 0,70 0,70 $560,00 160.45 $125,472.50 Lucas, Brian (PL) $230.00 0,00 $0,00 71.50 $16,445.00 Pizzirusso, James (P) $425,00 0,80 10,00 43,00 1.00 0.90 55,70 $23,672.50 504,80 $210,217.50 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 - --­ McDonald, Fiona (PL) $250,00 0.00 $0,00 4,75 $1,187.50 Kenney, Jeannine (A) $275.00 0,00 $0.00 1.25 $343.75 Lebsack, Chris (P) $520.00 0,00 $0.00 0,50 $260.00 Barnes, Staey (PL) $250.00 0.00 $0,00 4.50 $1,125.00 Jenkins, Spencer (LC) $200,00 0.00 $0.00 m.50 $26,700,00 Clark, Carina (LC) $200,00 0.00 $0,00 5,00 $1,000.00 Scharff, Joshua (LC) $200.00 0,00 $0.00 79~. $15,900.00 Gambhir, Reena(A) S340.00 0,00 $0.00 0.75 $255,00 Rosenberg. Rachel (PL) S250,00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $425.00 0,00 $0,00 1.75 $743.75 Bunche, Ralph (A) S310.00 6.10 11.90 3,90 21.90 $6,789,00 113.40 $35,154,00 Stubbs, Kristina (PL) $250,00 3.40 3.40 $850.00 5,-~ $1,250.00 Mitchell James (PL) $275,00 0,00 $0,00 0.00 $0,00 Sandberg, Amanda (PL) $255,00 0.00 $0,00 0.00 $0.00 ,Total: 8.20 35.20 54.80 O.OQ 47.20 17.70 0.00 163.10 $ 9 2593.30 $1,229,273.25 _._..... - 78'00 '50 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page119 Page 27of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: December 31,2009 Firm: Hausfeld LLP

Hourly Current Current Cumulat! Cumulative Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar veHours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (Pl.) $275.00 0.10 0.70 $192.50 26.70 $1,252.50 Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (1') $775.00 3.40 17.10 2.20 22.70 $17,592.50 271.85 $210,233.75 Hausfeld, Michael (1') $865.00 8.50 11.80 2.50 22.80 $129,667.50 r--­ $19,722.00 151.50 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $460.00 5.00 41.00 15.50 3.00 64.50 $29,670.00 851.25 $394,275.00 Landau, Brent (P) $425.00 1.20 0.30 0.40 1.90 $807.50 131.70 $54,992.50 Lehmann, Michael (P) $800.00 1.50 1.50 $1,200.00 161.95 $126,612.50 Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 Pi7'zirusso, James (P) $425.00 4.00 14.20 53.40 1.30 17.40 9030 $38,377.50 595.10 $248,595.00 Ratner, Brian (1') $460.00 0.00 SO.OO 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 SO.OO 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 SO.OO 1.25 $343.75 - r~~- r~ -­ Lebsock, Chris (P) $520.00 0.00 SO.OO 0.50 $260.00 ---­ Barnes, Stacy (PL) $250.00 0.00 SO.OO 4,50 $1,125.00 Jenkins, Spencer (LC) S200.00 0.00 SO.OO 133.50 526,700.00 Clark. Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) 5200.00 0.00 SO.OO 79.50 515,900.00 Gambhir, Reona (Al S340.00 0.00 $0.00 0.75 $255.00 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 ~rrer. Hilary (P) 5425.00 0.00 SO.OO L75 $743.75 Bunche, Ralph (A) $310.00 11.90 22.10 5.20 13.40 52.60 $16,306.00 166.00 $51,460.00 Stubbs, Kristina (Pt) $250.00 1.00 3.20 4.20 SI,050.00 9.20 $2,300.00 Mitchel!, James (PL) $275.00 0.00 SO.OO 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 -­$0.00 Total: 4.70 35.50 143.30 0.00 34.10 43.60 0.00 261.20 $ 124,918.00 2854.50 $1,354,191.25 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page120 Page 28of 166of 46

In Re Processed Egg Products Anti·Trust Litigation, MDL No. 2002, E.D. Pa. 08·md·02D02 Time Report and Lodestar Summary Reporting Period Ending: January 31,2010 Finn: Hausfeld LLP

Hourly Currenl Current Cumulative Cumulative Professional (Status) Rllte I 2 3 4 S 6 7 Hours Lod."tar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 SO.OO l.00 S392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $850.00 0.80 5.70 6.50 $5,525.00 278.35 $215,758.75 Hausfeld, Michael (P) $950.00 8.60 8.60 58,170.00 160.10 $137,837.50 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $510.00 14.00 5.50 1.20 20.70 $10,557.00 877.95 $404,832.00 Landau, Brent (P) $425.00 0.00 SO.OO 131.70 $54,992.50 Lehmann, Michael (P) $880.00 l.50 1.50 $1,320.00 163.45 $127,992.50 Lueaq, Brian (Pt) $230.00 0.00 $0.00 71.50 $16,445.00 PizzUusso, James (P) $470.00 4.80 4.25 2.50 5.30 4.20 21.05 59,893.50 616.15 $258,488.50 Ratner, Brian (P) $460.00 0.00 SO.OO 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 SO.OO 1.25 $343.75 tebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 Bames, Stacy (Pt) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 0.00 $0.00 79.50 SI5,900.00 Gambhir, Reen. (A) $340.00 0.00 SO.OO 0.75 $255.00 Rosenberg, Rachel (Pt) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $470.00 -­ 0.00 $0.00 1.75 $743.75 Bunche, Ralph (A) $340.00 25.60 10.50 7.00 43.10 $14,654.00 209.10 $66,114.00 Stubbs, Kristina (PL) $275.00 0.10 0.50 1.00 1.60 $440.00 10.80 $2,740.00 -­ Mitchell, James (PL) $275.00 0.00 $0.00 0.00 $0.00 Sandberg, Amanda (Pt) $255.00 0.00 $0.00 0.00 $0.00 Total: 4.80 30.75 17.00 0.00 30.90 19.60 0.00 103.05 $ 50,559.50 2957.55 $1,404,750.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page121 Page 29of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, ED. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: February 28, 2010 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 --­1.00 $392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7.252.50 'Butterfield, William (P) $660.00 0.00 $0.00 11.00 $7,260.00 Eisler, Robert (P) $850.00 1.10 4.30 5.70 IUO $9,435.00 289.45 $225,193.75 Hausfeld, Michael (P) $950.00 2.50 4.50 7.00 $6,650.00 167.10 $144.487.50 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 I (ones, Megan (P) $510.00 lAO 1.40 $714.00 879.35 $405,546.00 Landau, Brenl (P) $425.00 0.00 $0.00 131.70 $54,992.50 i

Lebmann, Michael (P) $&80.00 0.20 0.20 $176.00 163.65 $128,16&'50 I Lucas, Brian (PL) $230.00 0.00 $0.00 71.50 $16,445.00 i ----. Pizzirusso, lames (P) $470.00 8.40 11.30 3.00 8.00 30.70 $14,429.00 646.85 $272,917.50 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 --­ - --­ .­-­ Lebsock, Chris (P) $520.00 0.00 $0.00 0.50 $260.00 Bames, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) 5200.00 0.00 SO.OO 133.50 $26,700.00 Clark, Carina (LC) 5200.00 - 0.00 SO.OO 5.00 $1,000.00 Scbarff, loshua (LC) $200.00 0.00 SO.OO 79.50 $J5,900.00 Gambhir, Reena (Al $340.00 0.00 SO.OO 0.75 $255.00 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hi lary (P) $470.00 0.00 $0.00 1.75 $743.75 Bunche, Ralpb (Al $340.00 3.40 5l.00 66.00 $22,440.00 275.10 $88,554.00 !~ - Stubbs, Kristina (PL) $275.00 0.50 !.IO 1.60 $440.00 12.40 $3,180.00 ----'-­ Milchell, James (PL) $275.00 0.00 $0.00 0.00 $0.00 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 0.00 15.40 27.90 0.00 7.50 67.20 0.00 118.00 $ 54,284.00 3075.55 $1,459,034.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page122 Page 30of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No, 2002, E.D, Pa, 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: March 31, 20 I 0 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative ! Professional (Status) ltate I 2 3 4 5 6 1 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420,00 0,00 $0,00 1.00 $392,50 Bone, Diane (PL) 5275,00 0,00 $0,00 26,70 57,252.50 Butterfield, William (P) $660,00 0,00 $0,00 11.00 $7,260,00 Eisler, Robert (P) $850,00 1.60 6,30 1.00 8,90 $7,565,00 29835 $232,758,75 Hausfeld, Michael (P) $950,00 1.50 4.50 18,80 1.50 26.30 $24,985,00 193.40 $169,472.50 Hertzfeld, Andrea (Al $340,00 0,00 $0,00 166,25 $56,525,00 Jones, Megan (P) $510,00 10,20 12,00 22.40 4,60 49.20 $25,092,00 92855 $430,638,00 Landau, Brent (P) $470,00 0,20 0,20 0.40 $188,00 132,10 $55,18050 Lehmann, Michael (P) $880,00 4,00 2,50 6,50 $5,720,00 170,15 $133,888,50 Luc.s, Brian (PI~) $230,00 0,00 $0,00 71.50 SI6,445,00 Pizzirusso, Jatnes (P) $470,00 5.20 6.20 14,80 13,60 4.30 44,10 $20,727,00 690,95 $293,644,50 Ratner, Brian (P) $460,00 0,00 $0_00 0,50 $230,00 McDonald, Fiona (PL) $250,00 0,00 $0,00 4,75 $1,187,50 --- ­ Kenney, Jeannine CAl $275,00 0,00 $0,00 1.25 $343,75 Lebsock, Chris (P) $520,00 0,00 SO,OO 050 $260,00 Barnes, Stacy (PL) $250,00 0,00 $0,00 4,50 $1,125,00 Jenkins, Spencer (LC) $200,00 0,00 $0,00 133_50 $26,700,00 Clark, Carina (Le) $200,00 0,00 $0,00 5,00 $1,000,00 Scharff, Joshua (LC) $200,00 0,00 SO,OO 79,50 SI5,900_00 Gambhir, Reen. (Al $340,00 0,00 $0,00 0,75 $255,00 Rosenberg, Rachel (PL) $250,00 0,00 SO,OO 1.50 $375,00 Scherrer, Hilary (P) $470,00 0,30 0.30 $141.00 2,05 $884.75 Bunche, Ralph (Al $340,00 46.30 46,30 $15,742,00 321.40 $104,296,00 Stubbs, Kristina (PL) $275,00 0,70 1.50 2,20 $605,00 14,60 $3,785,00 Mitchell, James (PL) $275,00 0,00 $0,00 0,00 $0,00 Sandberg, Amanda (PL) $255,00 0,00 $0,00 0,00 $0,00 Total: 5.20 8.20 3I.30 16.50 61.30 61.70 0.00 184.20 $ 100,765,00 3259,75 $1,559,799,75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page123 Page 31of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Sununary Reporting Period Ending: April 30, 2010 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulat,ve Profess\Gnal (Status) Rate 1 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 l.00 $392.50 BGne, Diane (PL) $275.00 0.00 SO.OO 26.70 $7,252.50 Butterfield, William (P) $660.00 0.00 $0.00 I LOO $7.260.00 ' Eisler, Robert (P) $850.00 1.00 LOO $850.00 299.35 $233,608.75 Hausfeld, Michael (P) $950.00 2.50 26.70 2.00 31.20 $29,640.00 224.60 $199,112.50 Hertzfeld. Andrea (Al $340.00 0.00 $0.00 166.25 $56,525.00 Jones. Megan (Pl $510.00 0.50 15.70 8.90 10.80 1.70 31.60 $19,116.00 966.15 $449,814.00 Landau, Brent (P) $470.00 0.10 O.to $47.00 132.20 $55,227.50 Lehmann, Michael (P) $880.00 0.50 0.50 $440.00 170.65 $134,328.50 Lucas, Brian (PL1 $230.00 0.00 $0.00 71.50 $16,445.00· Pizzirusso, James (P) $470.00 0.80 0.60 3.80 lAO 4.30 10.90 $5,123.00 701.85 $298,767.50 Ratner, Brian (P) $460.00 0.00 SO.OO 0.50 $230.00 MCDGnald, Fiona (PL) $250.00 - 0<00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275<00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $575.00 lAO lAO $805.00 1.90 $1,065.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 -. 0.00 $(I.OO 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 0.00 SO.OO 79.50 $15,900.00 ~ambhrr,Recna(A) $375.00 0.50 0.50 $187.50 1.25 $442.50 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 -­ Scherrer, Hilary (P) $470.00 0.40 OAO $188.00 2045 $1,072.75 Bunche, Ralph (Al $340.00 2.60 7.50 16.90 9.70 36.70 $12,478.00 358.10 $116,774.00 Stubbs, Kristina (PI.) $275.00 0.90 0.80 1.70 $467.50 16.30 $4,252.50 - ¥itchell, James (PL) $275.00 LlO 1.10 $302.50 LlO $302.50 Sandberg, Amanda (PL) $255.00 0.00 SO.OO 0.00 $0.00 Total: 1.30 ~30 22.70 0.00 57.70 21.10 11.00 123.10 $ 69,704.50 3382.85 $1,629,504.25 --'-­ --... - , ~- CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page124 Page 32of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: May 2010 Finn: Hausfeld LLP

Hourly Current Current Cumulative ! 2 4 Professional (Status) Rate I 3 5 6 7 Hours Lodestar HOUTS Cumulative Lodestari

Bailey, Arthur (\') $420.00 0.00 $0.00 1.00 $392.50 j Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 , Butterfield, William (P) $825.00 0.70 - 0.70 $577.50 11.70 $7,837.50 . Eisler, Robert (P) $850.00 0.50 0.50 $425.00 299.85 $234,033.75 Hausfeld, Michael (P) $950.00 10.00 10.60 2.50 23.10 $21,945.00 247.70 $221,057.50 'Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $510.00 43.70 0.50 6.00 18.20 18.00 86.40 $44,064.00 1052.55 $493,878.00 Landau, Brent (\') $470.00 0.70 0.70 $329.00 132.90 $55,556.50 Lehmann, Michael (P) $880.00 0.00 $0.00 170.65 $134,328.50 Lucas, Brian (PL) $255.00 14.00 ~4.00 $3,570.00 85.50 $20,015.00 Pizzirusso, James (P) $470.00 3.10 3.50 7.50 1.90 16.00 $7,520.00 717.85 $306,287.50 Ratner, Brian (P) $460.00 0.00 SO.OO 050 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 Lebsack, Chris (P) $575.00 0.40 0.40 $230.00 2.30 $1,295.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 IScharff, Joshua (LC) $200.00 0.00 $0.00 79.50 $15,900.00 Gambhir, Reen. (A) $375.00 0.00 SO.OO 1.25 $442.50 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $470.00 0.00 $0.00 2.45 $1,072.75 Bunche, Ralph (A) $340.00 6.50 1.90 11.80 18.50 38.70 $13,158.00 396.80 $129,932.00 Stubbs, Kristina (PLl $275.00 0.40 0.90 1.30 $357.50 17.60 $4,610.00 Mitchell, James (PL) $275.00 22.2 22.20 $6,105.00 23.30 $6,407.50 -- Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00

Total: L ___17.10 •. 0.50 25.4!!. L_ 44.10 62.10 0.00 204.00 $ 98,281.00 3586.85 $1,727,785.25 -.-.... -. ~-.--..... - ~4.so.. - L_...... ___, -­ -_._... _­ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page125 Page 33of 166of 46

In Re Processed Egg Products Anti·Trust Litigation, MDL No. 2002, E.D. Pa. 08-md·02002 Time Report and Lodestar Summary Reporting Period Ending: June 2010 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate 1 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Annur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $825.00 0.00 $0.00 11.70 $7,837.50 Eisler. Robert (P) $850.00 0.00 $0.00 299.85 $234,033.75 - Hausfeld, Michael (P) $950.00 5.00 5.00 $4,750.00 252.70 $225.807.50 Henzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $510.00 9.00 530 21.20 25.50 6.20 6720 $34,272.00 1119.75 $528,150.00 ,Landau, Brenl (P) $470.00 0.40 8.20 8.60 $4,042.00 141.50 $59,598.50 ---­ Lehmann, Michael (P) $880.00 0.00 $0.00 170.65 $134,328.50 Lucas. Brian (PL) $255.00 6.80 6.80 $1,734.00 92.30 $21,749.00 Pizzirusso, James (P) $470.00 2.00 3.60 19.20 2.60 27.40 $12,878.00 745.25 $319,16550 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,18750 I Kenney, Jeannine (Al $275.00 0.00 $0.00 1.25 $343.75 Lebsack, Cnris (P) $575.00 0.00 $0.00 2.30 $1.295.00 I Bames, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 I Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 0.00 $0.00 79.50 $15,900.00 Gambhir, Reen. (Al $375.00 0.00 $0.00 1.25 $44250 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 0.00 $0.00 2.45 $1,072.75 Scherrer, Hilary (P) $470.00 -.-. Bunch., Ralph (A) $340.00 1.7 10.5 12.3 2450 $8,330.00 42L30 $138,262.00 Stubbs, Kristina (PL) $275.00 0.30 0.20 0.50 $137.50 18,]0 $4,74750 Mitchell, James (PL) $275.00 0,00 $0.00 23.30 $6,407.50 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 6.80 13.00 8.90 26,60 63.40 21.30 0.00 140.00 $ 66,143.50 3726.85 $1,793,928.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page126 Page 34of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D. Pa. OS-md-02002 Time Report and Lodestar Summary Reporting Period Ending: July 2010 Finn: Hausfeld LLP

Hourly CUrrent Current Cumulative Cumulative Proressional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 SO.OO 1.00 $392.50 Bone. Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $825.00 0.00 $0.00 11.70 $7,837.50 Eisler, Robert (P) $850.00 0.00 $0.00 299.85 $234,033.75 ' Hausfeld, Michael (P) $950.00 3.50 350 $3,325.00 256.20 $229,132.50

Hertzfeld, Andrea (AJ $340.00 0.00 $0.00 166.25 $56,525.00 i Jones, Megan (P) $510.00 LOO 6.80 2.40 3.00 6.10 19.30 $9,843.00 1139.05 $537,993.00

Laudau, Brent (P) $470.00 0.70 0.70 $329.00 142.20 $59,927.50 i Lehmann, Michael (P) $880.00 0.00 $0.00 170.65 $134,32850 t-­ Lucas, Brian (PL) $255.00 1.00 1.00 $255.00 93.30 $22,004.00 Pizzlrusso, James (P) $470.00 1.10 4.50 lAO 7.00 $3,290.00 752.25 $322,455.50 Ratner, Brian (P) $460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 - Kenney, Jeannine (A) $275.00 0.00 $0.00 L25 $343.75 Lebsock, Chris (P) $575.00 0.00 $0.00 2.30 $1,295.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 $0.00 5.00 $1,000.00 - Scharff, Joshua (LC) $200,00 0.00 $0.00 79.50 $15,900.00 Gambhir, Reen. (A) $375.00 0.00 $0.00 1.25 $442.50 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $470,00 0.00 $0.00 2.45 $1,072.75 Bunch., Ralph (A) $340.00 0.50 0.80 8,90 22.10 32.30 $10,982.00 453.60 $149.244.00 Stubbs. Kristina (PL) $275.00 0.00 $0.00 18.10 $4.747.50 Mitchel~ J.mes (PL) $275.00 0.00 $0.00 23.30 $6,407.50 Sandberg, Amanda (PL) $255.00 0.00 $0.00 0.00 $0.00 Total: 2.00 9.10 3.20 19.90 29.60 0.00 63.80 $ 28,024.00 3790.65 $1,821,952.75 0.00 c ____...... __ ---...... ­ ---.~-.-.... ~ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page127 Page 35of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, E.D, Pa, OS-rod-02002 Time Report and Lodestar Summary Reporting Period Ending: August 2010 Finn: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate 1 2 3 4 5 6 7 flours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $000 LOO $392.50 ' Bone, Diane (PL) $275,00 0,00 $0,00 26.70 $7,252.50 Butterfield, William (P) 5825,00 0.00 $0,00 11.70 $7,837.50 Eisler, R.J>bert (P) 5850.00 0.00 SO.OO 299.85 $234,033.75 Hausfeld, Michael (P) $950,00 0,50 0,50 $475,00 256,70 $229,607.50 Hert.zfeld, Andrea (A) 5340,00 0,00 $0,00 166.25 $56,525.00 Jones, Megan (P) $510,00 5.10 0.20 4.60 9,90 $5,049,00 1148.95 $543,042,00 Landau, Brent (P) 5470,00 0,80 0,80 $376,00 143,00 560,303.50 Lehmann, Michael (P) 5880,00 0,00 $0,00 170.65 $134,328.50 Lucas, Brian (PL) $255,00 1,00 1,00 $255.00 94.30 $22,259,00 Pizzirusso, James (P) $470,00 2.20 17.00 4,00 2,10 25.30 $11,891.00 777.55 $334,346,50 Ratner, Brian (P) $460.00 0,00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250,00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275,00 0.00 $0,00 1.25 $343.75 Lebsock, Chris (P) $575,00 0.00 SO,OO 2,30 $J ,295,00 Barnes, Stacy (PL) $250,00 0,00 $0.00 4,50 $1,125.00 Jenkins, Spencer (LC) $200,00 0,00 $0,00 133.50 $26,700,00 Clark, Carina (LC) $200,00 0,00 $0,00 5.00 $1,000,00 Scharff, Joshua (LC) $200,00 0.00 $0,00 79.50 SI5,9oo.00 Gambhir, Reena (A) $375.00 0.00 $0.00 1,25 5442,50 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 LSO $375,00 Scherrer, Hilary (P) $470.00 0.00 $0,00 2.45 $1,072.75 Bunche, Ralph (A) $340,00 11,20 2,50 350 14.50 31.70 SI0,778,00 485.30 SI60,022,00 Stubbs, Kristina (PL) $275,00 0,00 $0,00 18,10 $4,747.50 Mitchell, James (PL) $275.00 1.00 1,00 $275,00 24.30 $6,682.50 - , Sandberg, Amanda (PL) $255,00 0.00 SO,oo 0.00 $0,00 Tol.l: 3.20 34.10 6.50 0,00 4,20 22,20 0,00 70.20 ,_ $ 29,099.00 , 3860,85 $1,851,05I.75 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page128 Page 36of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOL No. 2002, ED. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: September 1, 2009 Finn: Hausfeld LLP

Hourly Current (;urrenl Cumulative Cumulative ProCessional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420,00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 . Butterfield, William (P) $660.00 0,00 $0.00 11.70 $7,837.50 ' Eisler, Robert (P) $775.00 _. 0.00 $0.00 299.85 $234,033.75 Hausfeld, Michael (P) $950.00 0.50 4.50 5,50 10.50 $9,975.00 267.20 $239,582.50 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jone., Megan (1') $510.00 12,00 0.70 2.00 10.20 24.90 $12,699.00 1173.85 $555,741.00 Landau, Brent (P) $425,00 0.00 $0.00 143.00 $60,303.50 Lehmann, Michael (1') $800.00 0.00 $0.00 170.65 $134,328.50 i ---. Lucas, Brian (PL) $230.00 0.00 SO.OO 94.30 $22,259,00 Fizzirusso, James (1') $470.00 5.00 2.40 4.40 11.80 $5,546.00 789.35 $339,892.50 Ratner, Brian (P) 5460.00 0.00 $0.00 0.50 $230.00 McDonald, Fiona (PL) $250,00 0.00 $0.00 4.75 $1,187.50. Kenne~, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.00 $0.00 2.30 $1,295.00 rilarnes, Stacy (PL) $250.00 0,00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 ! Clark, Carina (LC) $200.00 0.00 $0,00 5.00 $1,000.00 i Scharff, Joshua (LC) $200.00 0.00 $0.00 79.50 $15,900.00 - Gambhir, Reen. (A) $340.00 0.00 $0,00 1.25 $442.50 Rosenberg, Rachel (PL) $250.00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) 5470.00 0.00 $0.00 2,45 $),072.75 Bunche, Ralph (Al $340.00 5.50 4.40 8.50 31.20 49.60 $16,864.00 534.90 $176,886.00 Stubbs, Kristina (PL) $250.00 0.00 $0.00 18.10 54,747.50 Mitchell, James (PL) $215.00 0.00 $0.00 24.30 $6,682.50 Sandberg, Amanda (Pl.) $255.00 270 2.70 $688.50 2.70 $688.50 Total: 5.50 17.00 0,00 5.60 17.40 54.00 0.00 99,50 $ 45,112.50 3960.35 $1,896,824.25 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page129 Page 37of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOL No. 2002, E.D. Pa 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: October 31, 2010 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate I 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $660.00 0.00 $0.00 11.70 $7,837.50 Eisler, Ruben (P) $775.00 0,00 $0.00 299,85 $234,033,75 Hausfeld, Michael (P) $950.00 2,00 10.00 2.50 14.50 $13,775.00 281.70 $253,357.50 Hertzfeld, Andrea (A) $340,00 0.00 $0,00 166,25 $56,525.00 Jones, Megan (P) $510.00 3.10 0,80 10.50 14.40 $7,3#,00 1188.25 $563,085.00 .­ - Landau, Brent (P) $470,00 0.50 0.50 $235.00 143,50 $60,538.50 Lehmann, Michael (P) $800.00 0.00 $0,00 170.65 $134,328.50 - --- Lucas, Brian (PL) $230.00 0.00 $MO 94.30 $22,259.00 Pizzirusso, James (P) $470.00 0.60 15.40 45.90 3.30 3.90 69.10 $32,477.00 858.45 $372,369.50 Ratner, Brian (P) $510.00 0.50 0.50 $255.00 1.00 $485.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4,75 $1,187,50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343,75 Lebsock, Chris (P) $520.00 0.00 $0.00 2.30 $1,295,00 Bames, Stac)' (PL) $250,00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0,00 $0,00 133.50 $26,700.00 --f--f­ Clark, Carina (LC) $200.00 0.00 $0,00 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 0.00 $0.00 79.50 $15,900.00 Gambhir, Reena (Aj $340.00 0,00 $0.00 L25 $442.50 Rosenberg, Rachel (PL) $250.00 0,00 $0,00 1.50 $375.00 Scherrer, Hilary (P) $470.00 --- 0.50 0.50 $235.00 2.95 $1,307.75 Bunche, Ralph (A) $340.0() 0.30 40.60 23.50 64.40 $21,896,00 59930 $198,782.00 Stubbs, Kristina (PL) $250,00 0.00 SO.OO 18.10 $4,747,50 Mitchell, James (PL) $275.00 0.00 $0.00 24.30 $6,682.50 Sandberg, Amanda (PL) $255.00 18.90 18.90 $4,81950 21.60 $5,508.00 Total: 0.60 _ 1'.70 0.00 99.60 5.10 59.80 0.00 182.80 ,$ 81,036.50 4143.15 $1,977,860.75 '----_.... - .....~-....-.­ --..... -­ -­ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page130 Page 38of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOl, No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: November 30, 2010 Finn: Hausfeld LLP

Hourly Current Current Cumulative Cumulative ProCessional (Status) Rate 1 2 3 4 5 6 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50. Bone, Diane (PL) $275.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $660.00 0.00 $0.00 11.70 $7,837.50. Eisler, Robert (P) $850.00 0.00 $0.00 299.85 $234,033.75 Hausfeld, Michael (P) $950.00 5.50 5.50 $5,225.00 287.20 $258,582.50 --­ Hertzfeld, Andrea (A) $340.00 0.00 SO,OO 166.25 $56,525.00 Jones, Megan (P) $510,00 5.00 1.70 0.90 7,60 $3,876.00 !l95.85 $566,961.00 Landau, Brent (P) $470.00 0.20 0.20 0.40 $188.00 143.90 $60,726.50 ~ Lehmann, Michael (P) $800.00 -­ 0.00 $0.00 170.65 $134,328.50 Lucas, Brian (PL) $230.00 0.00 $0,00 94.30 $22,259.00 Pi7zirusso, lames (P) $470.00 0.30 16.00 1.00 16.00 6.40 1.20 40.90 $19,223_00 899.35 $391,592.50 Ratner, Brian (P) $460.00 0.00 $0.00 1.00 $485.00 McDonald, Fiona (PL) $250.00 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (Al $275.00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.00 $0.00 2.30 $1,295.00 Barnes, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 lenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (I.e) $200_00 0.00 $0.00 5.00 $1,000.00 Scharff, loshua (LC) $200.00 0.00 $0.00 79.50 815,900.00 - Gambhir, Reena (A) $340.00 0.00 $0.00 1.25 $442.50 Rosenberg, Rachel (PL) $250,00 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $425.00 0.00 80.00 2.95 $1,307.75 Bunche, Ralph (A) $340.00 1.70 7.00 30.00 8.00 46.70 $15,878.00 646.00 $214,660.00 ---­ --­ Stubbs, Kristina (PL) $275.00 0.30 0.30 $82.50 18AO $4,830.00 ---. Mitchell, James (PL) $275.00 0.00 $0.00 24.30 86,682.50 Sandberg, Amanda (PL) $255.00 10.70 10.70 $2,728.50 32.30 $8,236.50 Total: S.30 18.20 8.00 16,00 43,80 20.80 0.00 112.10 $ 47,,201.00 4255.25 82,025,061.75 .---....­ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page131 Page 39of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MOL No. 2002, E.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: December 31, 2010 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Proressional (Status) Rate 1 2 3 4 5 6 ! 7 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $275.00 0.00 SO.OO 26.70 $7,25250 Butterfield, William (P) $660,00--- 0.00 $0,00 11.70 $7,837.50 Eisler, Robert (P) $775.00 ----,­ 0.00 SO.OO 299.85 $234,033.75 Hausfeld, Michael (P) $950.00 1.50 1.50 $1,425.00 288.70 $260,00750 Hertzfeld, Andrea (A) $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $460.00 0.00 $0,00 1195,85 $566,961.00 Landau, Brent (P) $470,00 0.20 0.70 0.90 $423.00 144,80 $61,14950 Lehmann, Michael (P) S800.00 .- 0.00 $0.00 170.65 $134,32850 , Lucas, Brian (PL) $230.00 0,00 $0.00 94.30 $22,259.00

Pizzirusso, James (P) $470,00 8.10 9,70 3.40 21.20 $9,964,00 920.55 $401,556.50 i Ratner, Brian (P) $510,00 1.30 1.30 $663.00 2.30 $1,148.00 McDonald, Fiona (PL) $250.00 SO,OO $1,18750 - 0.00 4.15 Kenney, Jeannine (A) $275.00 -- 0,00 $0.00 1.25 $343,15 • Lebsock, Chris (P) $575.00 DAD 0.40 $230.00 2.70 $1,525,00 Bames, Stacy (PL) $250.00 0,00 $0,00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0,00 $0.00 133.50 $26,700,00 Clark, Carina (LC) S200,00 0,00 $0,00 5.00 $1,000.00 Scharff, Joshua (LC) $200.00 -- 0.00 $0.00 79.50 $15,900.00. Gambhir, Reena (Al $340,00 0.00 $0.00 1.25 $44250 Rosenberg, Rachel (PL) $250,00 0.00 $0,00 150 $375.00 Scherrer, Hilary (P) $425.00 0.00 $0.00 2.95 SI,307.75 Bunche, Ralph (Al $340.00 7.00 2,80 2.00 19.60 41.50 72.90 $24,186.00 718.90 $239,446,00 Stubbs, Kristina (PL) $275,00 0,10 0.10 $2150 18.50 $4,857,50 Mitchell, James (PL) $275.00 0.00 $0.00 24.30 $6,682.50 SandbeQl,AJnanda(PL) $255.00 2.80 21.00 23.80 $6,069.00 56,10 $14,305.50

7.00 .. 10.9Q 2.20 0.00 ~60 L­66.40__ 0.00 122.10 $ 43,587.50 4377.35 $2,068,649.25 ,!?~~l~ _._ ..... - --­ CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page132 Page 40of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, B.D. Pa. 08-md-02002 Time Report and Lodestar Summary Reporting Period Ending: January 31, 2011 Firm: Hausfeld LLP

Hourly Current Current Cumulative Cumulative Professional (Status) Rate I 1 3 4 5 6 1 Hours Lodestar Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Dillne (PL) $275.00 0.00 $0.00 26.70 $7,252.50 'Butterfield, William (P) $660.00 0.00 $0.00 11.70 $7,831.50 Eisler, Robert (P) $775.00 0.00 $0.00 299.85 5234.033.75 Hausfeld, Michael (P) $950.00 3.20 3.20 $3,040.00 291.90 $263,047.50 Hertzfeld, Andrea (Al $340.00 0.00 $0.00 166.25 $56,525.00 Jones, Megan (P) $510.00 18.10 40.10 1.10 59.30 $30,243.00 1255.15 $597,204.00 r:--' --­----­ Landau, Brent (P) $425.00 0.00 $0.00 144.80 $61,149.50 Lehmann, Michael (P) $800.00 0.00 $0.00 170.65 S134,328.50 Lucas, Brian (PL) $230.00 0.00 $0.00 94.30 $22,259.00 Pizzi russo, James (P) $470.00 0.50 19.90 1.30 3.90 25.60 $12,032.00 946.15 $413,588.50 'R;tner, Brian (P) $460.00 0.00 $0.00 2.30 $1,148.00 - McDonald, Fiona (PL) $250.00 - 0.00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 0.00 $0.00 1.25 $343.75 Lebsock, Chris (P) $520.00 0.00 $0.00 2.70 $1,525.00 Bames, Stacy (PL) $250.00 0.00 $0.00 4.50 $1,125.00 Jenkins, Spencer (LC) $200.00 0.00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200.00 0.00 SO.OO 5.00 SI,OOO.OO Scharff. Joshua (LC) $200.00 0.00 $0.00 79.50 $15,900.00 - crambhir, Roena (A) $340.00 0.00 $0.00 1.25 $442.50 Rosenberg, Rachel (PL) $250.00 -- 0.00 $0.00 1.50 $375.00 Scherrer, Hilary (P) $425.00 0.00 SO.OO 2.95 $1,307.75 Bunche, Ralph (Aj $340.00 9.50 33.00 42.50 $14,450.00 761.40 $253,896.00 Stubbs, Kristina (PL) $275.00 0.10 0.10 $27.50 18.60 $4,885.00 Mitchel~ James (PL) $275.00 0.00 $0.00 24.30 $6,682.50 Sandberg, Amanda (PL) $255.00 6.50 16.00 22.50 $5,737.50 78.60 $20,043.00 T<>tal: 0.50 44.60 0,00 40.10 15.10 52.90 0,00 153,20 $ 65,530.00 4530.55 $2,134,179.25 CaseCase3:09-cv-01314-JSW 2:08-md-02002-GP Document Document183 735-17 Filed07/10/13 Filed 09/07/12 Page133 Page 41of 166of 46

In Re Processed Egg Products Anti-Trust Litigation, MDL No. 2002, B.D. Pa. 08-md-02002 Time Report and Lodestar Sununary Reporting Period Ending: February 28, 2011 Firm: Hausfeld LLP

Hourly Current Cumulative Cumulstive Professional (Status) Rate I 2 3 4 5 6 7 Hours Current Lodesta, Hours Lodestar Bailey, Arthur (P) $420.00 0.00 $0.00 1.00 $392.50 Bone, Diane (PL) $215.00 0.00 $0.00 26.70 $7,252.50 Butterfield, William (P) $660.00 0.00 $0.00 IUD $1,837.50 ---t--- Eisler, Robert (P) $715.00 0.00 $0.00 299.85 5234,033.75 Hausfeld, Michael (P) 5950,00 2,00 2.50 4.50 $4,275,00 2%.40 $261,32250 Hertzfeld, Andrea (A) $340.00 0,00 $0.00 166.25 $56,525.00 Jones, Megan (P) $510,00 0.80 20.30 0.30 21.40 $10,914,00 1276.55 $608, I 18,00 Landau, Brent (P) $470.00 2.60 2.60 $1,222,00 147.40 $62,371.50 Lehmann, Michael (P) $800,00 0,00 $0,00 170.65 $134,328.50 Lucas, Brian (PL) 5230.00 0,00 SO,OO 94.30 522,259,00 Pizzirus.o, James (P) $470,00 14,70 1.30 330 19.30 $9,07L00 965,45 $422,659.50 Ratner, Brian (P) $460.00 0,00 $0.00 2,30 $1,148,00 McDonald, Fiona (PL) $250,00 0,00 $0.00 4.75 $1,187.50 Kenney, Jeannine (A) $275.00 -­ - 0,00 $0,00 1.25 $343.75 Lebsack, Chris (P) $520.00 - 0.00 $0,00 2.70 $1,525,00 Bames, Stacy (PL) $250.00 0.00 $0.00 4,50 $1,125,00 Jenkin.., Spencer (LC) $200.00 0,00 $0.00 133.50 $26,700.00 Clark, Carina (LC) $200,00 0,00 $0,00 5~00 SI,OOO.OO ~- Scharff, Joshua (te) $200,00 0.00 $0.00 79.50 $15,900,00 Gambhir, Reen. (A) $340,00 0.00 $0.00 1.25 $442.50 Rosenberg, Rachel (PL) $250,00 0,00 SO.OO L50 $315~OO Scherrer, Hilary (P) $425,00 0.00 $0.00 2,95 $1,307.75 Bunche, Ralph (A) $340.00 3.20 8.80 4.20 38.20 54.40 $18,496,00 815.80 $272,392,00 Stubbs, Kristina (Pt) $250.00 0,00 $0,00 18.60 $4,885,00 ~tchell, James (PL) $275.00 0,00 $O~OO 24.30 $6,682.50 Sandberg, Amanda (PL) $255,00 7.00 7,00 $1,785.00 85,60 $21,828,00 Total: 0.80 38.20 8,80 0,00 7.80 53,60 0.00 109.20 $ 45,763.00 4639,75 52,179,942.25 Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page134 of 166

EXHIBIT G

Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 Page Page135 1 of 25 of Page 166 ID #:2300

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

Present: The James V. Selna Honorable Karla J. Tunis Sharon Seffens Deputy Clerk Court Reporter Attorneys Present for Plaintiffs: Attorneys Present for Defendants: Eric L. Cramer Gretchen M. Nelson John W. Treece Russell Burke Brent Landau Christopher Cormier Gordon Ball Proceedings: Plaintiff’s Motion for Final Approval of Class Action Settlement (Fld 4-27-09) Plaintiff Delaware Valley Surgical Supply’s Application for an Incentive Award for its Role as Lead Distributor Plaintiff for Nearly all of the Case (Fld 4-27-09) Class Counsel’s Application for Attorneys’ Fees, Expenses and Incentive Award (Fld 4-27-09)

Cause called and counsel make their appearances. The Court’s tentative ruling is issued. Counsel submit on the Court’s tentative ruling. The Court GRANTS the plaintiff’s Motion for Final Approval of Class Action Settlement and Plaintiff Delaware Valley Surgical Supply’s Application for an Incentive Award for its Role as Lead Distributor Plaintiff for Nearly all of the Case. The Court GRANTS IN PART Class Counsel’s Application for Attorneys’ Fees, Expenses and Incentive Award. All rulings are in accordance with the tentative ruling as follows:

Plaintiffs Niagara Falls Memorial Medical Center (“Niagara”) and Bamberg County Memorial Hospital and Nursing Center (“Bamberg”) (collectively, “Class Representatives”), individually and on behalf of classes of direct and indirect purchasers, respectively, seek final approval of a proposed settlement with defendants Johnson & Johnson, Johnson & Johnson Health Care Systems, Inc., Ethicon, Inc., and Ethicon Endo- Surgery, Inc. (“Defendants”). The complaint alleges that Defendants violated antitrust laws by bundling endosurgical products with other products and by including anticompetitive provisions in their contracts with hospitals and group purchasing organizations. Hausfeld LLP and Cohen, Milstein, Sellers & Toll, P.L.L.C., as co-lead counsel for Indirect Purchasers, and Ball & Scott, as class counsel for Direct Purchasers CV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 Page Page136 2 of 25 of Page 166 ID #:2301

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

(collectively, “Class Counsel”),1 seek attorneys’ fees of $3.5 million, reimbursement of expenses of $769,663.39, and incentive awards of $10,000 each for Niagara and Bamberg. Delaware Valley Surgical Supply Co., Inc. (“Delaware”) also seeks an incentive award of $10,000. The Court grants final approval of class certification, the settlement, and the plan of allocation. The Court finds that notice accords with due process. Finally, the Court awards the requested attorneys’ fees and expenses, an incentive award of $10,000 each to Niagara and Bamberg, and a $5,000 incentive award to Delaware.

I. CLASS CERTIFICATION

All class actions in federal court must meet the following four prerequisites for class certification:

(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). If these prerequisites are satisfied, an action may be maintained as a class action if common questions of law and fact predominate over questions affecting individual members and a class action is superior to other means to adjudicate the controversy. Fed. R. Civ. P. 23(b)(3).

Certification of a class for the purpose of settlement is similar to certification for purposes of trial, except the Court “need not inquire whether the case, if tried, would present intractable management problems” under Rule 23(b)(3)(D). Amchem Products, Inc. v. Windsor, 521 U.S. 591, 620 (1997). However, the settlement context “demand[s] undiluted, even heightened, attention” to “unwarranted or overbroad class definitions.” Id. The decision to grant or deny class certification is within the trial court’s discretion. Yamamoto v. Omiya, 564 F.2d 1319, 1325 (9th Cir. 1977).

1 “Direct Purchasers” and “Indirect Purchasers” are defined in Part I below. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 2 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 Page Page137 3 of 25 of Page 166 ID #:2302

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

Here, the Settlement Agreement defines two settlement classes: (1) “Direct Purchasers” including “[a]ll persons and entities who made purchases of Defendants’ Relevant Endosurgical Products in the United States directly from Defendants at any time during the Class Period”; and (2) “Indirect Purchasers” including “[a]ll persons and entities who made purchases of Defendants’ Relevant Endosurgical Products in the United States other than directly from Defendants at any time during the Class Period.” (Settlement Agreement ¶ 2.1) Both classes exclude “Defendants, Defendants’ parents, subsidiaries, and affiliates, and the federal government.” (Id.) The Class Period is December 19, 2001 through October 20, 2008.

A. Rule 23(a)

1. Numerosity

In determining whether a plaintiff has satisfied the numerosity requirement of Rule 23(a)(1), a court may consider factors including the size of the class, geographical diversity, the ability of individual claimants to institute separate suits, and whether injunctive or declaratory relief is sought. Jordan v. Los Angeles County, 669 F.2d 1311, 1319 (9th Cir. 1982), vacated on other grounds, 459 U.S. 810 (1982); see Gen. Tel. Co. of the Northwest, Inc. v. EEOC, 446 U.S. 318, 330 (1980). Here, the proposed classes, consisting of over 4,000 Direct Purchasers and over 9,000 Indirect Purchasers, are sufficient to satisfy the numerosity requirement, as joinder of this many parties would clearly be impracticable. Moreover, the class members are geographically dispersed. (Prelim. Approval Order, Docket No. 181, at 3.)

2. Commonality

Rule 23(a)(2) requires that questions of law or fact be common to the class. This requirement is permissively construed. Hanlon v. Chrysler Corp., 150 F.3d 1011, 1019 (9th Cir. 1998). “The existence of shared legal issues with divergent factual predicates is sufficient, as is a common core of salient facts coupled with disparate legal remedies within the class.” Id. In this case, the primary questions of law and fact central to the claims against Defendants are whether (1) Defendants possessed monopoly power in the relevant market; (2) Defendants maintained their monopoly through willful, anticompetitive, or unlawful activity; and (3) Defendants’ anticompetitive conduct

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation injured class members. (Prelim. Approval Order at 3.) These questions of law and fact are common to all of the class members’ claims against Defendants. Accordingly, the Court finds that the proposed class members share sufficient factual and legal commonalities to satisfy Rule 23(a)(2).

3. Typicality

In order for a class representative to satisfy the typicality requirement of Rule 23(a)(3), he or she must show that his or her claims do “not differ significantly from the claims or defenses of the class as whole.” In re Computer Memories, 111 F.R.D. 675, 680 (N.D. Cal. 1986). The class representative’s claims and the claims of the class must arise from the same events or course of conduct and must be based on the same legal theory. In re United Energy Corp. Solar Power Modules Tax Shelter Invs. Sec. Litig., 122 F.R.D. 251, 256 (C.D. Cal. 1985). Here, Niagara’s claims are typical of those of Direct Purchasers, and Bamberg’s claims are typical of those of Indirect Purchasers. Specifically, each class member has a claim that arises from the same course of events – Defendants’ alleged anticompetitive conduct – and would make similar legal arguments to establish liability and damages. (Prelim. Approval Order at 3.)

4. Adequacy of representation

Representation is adequate if (1) the attorneys representing the class are qualified and competent and (2) the class representatives are not disqualified by conflicts of interest. Lerwill v. Inflight Motion Pictures, Inc., 582 F.2d 507, 512 (9th Cir. 1978).

i. competency of counsel

Class counsel must be experienced and competent. See Hanlon, 150 F.3d at 1021. Class Counsel submit evidence that they have substantial experience in handling class actions and antitrust cases. (Prelim. Approval Order at 4.) The Court has no reason to doubt their competence. Moreover, Class Counsel have done substantial work in identifying and investigating Class Representatives’ claims, and in negotiating a resolution of this litigation. (Id.)

Accordingly, Class Counsel have the requisite experience and competence.

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

ii. adequacy of class representatives

Rule 23(a)(4) also requires that the representative parties fairly and adequately protect the interests of the class. This requirement is thought of as whether the named plaintiff and his counsel will pursue each class member’s claim with sufficient “vigor.” Hanlon, 150 F.3d at 1021. In the context of a settlement-only class, the Court examines the “rationale for not pursing further litigation.” Id.

Class Counsel assert that Class Representatives have shared interests with the class members in recovering damages and obtaining structural relief from Defendants. (Prelim. Approval Order at 5.) The issue is whether Class Representatives have pursued those interests vigorously. The Court finds that the parties have pursued claims on behalf of the class members with vigor.

Accordingly, the Court finds that the parties have met the requirements of Rule 23(a).

B. Rule 23(b)

The Court now addresses whether the proposed classes fall within the requirements of 23(b). Class Representatives contend that the classes ought to be certified under 23(b)(3).

“Subdivision (b)(3) encompasses those cases in which a class action would achieve economies of time, effort, and expense, and promote uniformity of decision as to persons similarly situated, without sacrificing procedural fairness or bringing about other undesirable results.” Kamm v. Cal. City Dev. Co., 509 F.2d 205, 211 (9th Cir. 1975) (quoting Committee notes). A class action may be certified (1) where common questions of law and fact predominate over questions affecting individual members, and (2) where a class action is superior to other means to adjudicate the controversy. Fed. R. Civ. P. 23(b)(3).

1. Predominance of common issues

The “predominance inquiry tests whether proposed classes are sufficiently

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation cohesive to warrant adjudication by representation.” Amchem, 521 U.S. at 623. The Court must rest its examination on the legal or factual questions of the individual class members. Hanlon, 150 F.3d at 1022.

Here, common issues predominate as to proof of the relevant market, Defendants’ market power, Defendant’s anticompetitive conduct, the effects of that conduct, and damages to Class Representatives and class members. (Prelim. Approval Order at 6.) Thus, although there may be some variation between individual class member’s claims, such as the actual amount of damages, the Court finds that common questions of law and fact predominate.

2. Superior method of adjudication

Next, the Court must consider if the class suit is superior to individual suits. Amchem, 521 U.S. at 615. “A class action is the superior method for managing litigation if no realistic alternative exists.” Valentino v. Carter-Wallace, Inc., 97 F.3d 1227, 1234-35 (9th Cir. 1996).

Although the claims surely vary from one class member to another, it is highly unlikely that the vast majority of the putative class members could economically prosecute their individual claims. Litigation cost would almost certainly surpass the likely recovery for each member. As a result, many litigants would probably not pursue their claims against Defendants because of financial and other burdens in pursuing complex claims. A class action here presents the advantages of increased likelihood of resolution by settlement where claims are aggregated, economies of scale, and a lighter burden on the individual class members and the judiciary. The proposed class action is “inherently superior” to individual actions in an antitrust case such as this one. Thomas & Thomas Rodmakers, Inc. v. Newport Adhesives & Composites, Inc., 209 F.R.D. 159, 168 (C.D. Cal. 2002).

From the perspective of judicial resources, a class action is clearly superior. There is no reason to believe that any single plaintiff could try the complex core allegations in less time than the month-long trial in Applied Medical Resources Corp. v. Ethicon, Inc. (“AMR”), No. SACV 03-1329 JVS (MLGx), 2006 WL 1381697 (C.D. Cal. Feb. 3, 2006). Such multiple trials would be unduly burdensome on the judicial system.

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

Therefore, in accordance with its preliminary certification of the classes, the Court finds that Class Representatives have sufficiently satisfied the requirements of Rule 23 for purposes of final class certification.

II. CLASS SETTLEMENT

Federal Rule of Civil Procedure 23(e) requires the Court to determine whether the proposed settlement is “fundamentally fair, adequate and reasonable.” Officers for Justice v. Civil Serv. Comm’n, 688 F.2d 615, 625 (9th Cir. 1982). The settlement as a whole, rather than the component parts, is the proper level of inquiry. Hanlon, 150 F.3d at 1026. “The settlement must stand or fall in its entirety,” and the Court may not delete, modify, or rewrite particular provisions. Id. “Settlement is the offspring of compromise; the question . . . is not whether the final product could be prettier, smarter, or snazzier, but whether it is fair, adequate, and free from collusion.” Id. at 1027.

In assessing a settlement proposal, the Court must consider a number of factors, including: (1) the strength of the plaintiffs’ case; (2) the risk, expense, complexity, and likely duration of further litigation; (3) the risk of maintaining class action status throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery completed and the stage of the proceedings; (6) the experience and views of counsel; (7) the presence of a governmental participant; and (8) the reaction of the class members to the proposed settlement. Staton v. Boeing Co., 327 F.3d 938, 959 (9th Cir. 2003); Hanlon, 150 F.3d at 1026; see also Rodriguez v. West Publishing Corp., --- F.3d ----, 2009 WL 1085270, at *1 (9th Cir. Apr. 23, 2009). “Ultimately, the district court’s determination is nothing more than an amalgam of delicate balancing, gross approximations and rough justice.” Officers for Justice, 688 F.2d at 625 (internal quotations omitted).

The private consensual decision of the parties is entitled to deference. Hanlon, 1027 F.3d at 1027. The Court’s role “must be limited to the extent necessary to reach a reasoned judgment that the agreement is not the product of fraud or overreaching by, or collusion between, the negotiating parties, and that the settlement, taken as a whole, is fair, reasonable and adequate to all concerned.” Officers for Justice, 688 F.2d at 626.

A. Settlement Terms

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

The proposed settlement includes three components: (1) $13 million in cash; (2) structural relief estimated to be worth at least $26.1 million; and (3) up to $500,000 in notice and other administrative costs.

First, Defendants will pay class members $13 million in cash, to be deposited into an interest-bearing escrow account. (Settlement Agreement ¶ 9.1.) These proceeds will be divided among direct purchasers from all states and indirect purchasers from twenty- six states, in proportion to their total purchases of relevant endosurgical products during the Class Period.2 (Id. ¶¶ 9.2 & 10.4) The relevant distribution factors are: (1) the number of valid claim forms received; (2) the amount of relevant endosurgical products each class member purchased during the Class Period; (3) whether those purchases were direct or indirect; and (4) the state in which those purchases were made.3 (Id.) By the settlement terms, Class Counsel will be reimbursed and paid out of these proceeds as well. (Id. ¶ 10.5.)

Second, Defendants will implement certain restrictions on their contracting practices. For a period of five years, Defendants will comply with the following restrictions on bundled contracts with hospitals and group purchasing organizations that cover endosurgical and other products: (1) such contracts will include the existing “carve outs” for all non-full line suppliers;4 (2) such contracts will be terminable at will by

2 The twenty-six jurisdictions are Alabama, Arizona, California, the District of Columbia, Florida, Hawaii, Iowa, Kansas, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, South Dakota, Tennessee, Utah, Vermont, West Virginia, and Wisconsin. (Notice Plan, Ex. G.1 at 8; see Docket No. 47 ¶ 30.)

3 Although not as detailed as some proposals, the Court interprets this plan to mean that the $13 million will be distributed according to the proportionate claim of all eligible class members, direct and indirect, who properly file a claim within the allotted time. (Notice Plan at 8 (“The cash amount of the Settlement Fund will be divided among direct purchasers from all states and indirect purchasers from the twenty-six states listed below, in proportion to their total purchases of Relevant Endosurgical products during the Class Period.”).)

4 Beginning in late 2003, Defendants took steps to mitigate the effects of its bundled contracts on single-product suppliers. In determining threshold discount percentage requirements, Defendants carved out purchases from suppliers who did not offer a full line of products. In a related matter, this Court previously found that, as a result of these carve outs, there was no harm to competition resulting CV-90 (06/04) CIVIL MINUTES - GENERAL Page 8 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 Page Page143 9 of 25 of Page 166 ID #:2308

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation customers on thirty days’ notice; and (3) such contracts will not prohibit competitive evaluations. (Id. ¶ 9.3.) Class Representatives’ expert has estimated the value of the carve-out extension alone at approximately $26.1 million. (Young Decl. ¶ 3.) The Court also finds that the value of other restrictions, though difficult to quantify in monetary terms, will ameliorate the conduct that prompted Class Representatives to bring these actions in the first place.

Third, Defendants will pay up to $500,000 in costs for notice and administration of the settlement. (Settlement Agreement ¶ 4.4.) In return for these three concessions, class members agree to a full and final release of all claims relating to this action. (Id. ¶¶ 8.1- 3.)

B. Final Approval Factors

At the outset, the Court notes that Niagra, Bamberg, and Defendants reached this settlement after nearly two years of arms-length negotiations beginning in November 2006. (Prelim. Approval Order at 9.) There is no evidence that the agreement is the result of fraud or collusion. Delaware, a distributor that directly purchased endosurgical products from Defendants, participated in at least one settlement meeting in January 2007. (Id.)

The Court considers the merits of the proposed settlement under the Staton/Hanlon factors before addressing the relevant objections of Foundation Healthcare Affiliates LLC (“Foundation”).

1. Strength of the plaintiffs’ case

The difficulty of proving an antitrust case, and the fact that “there were no government [or, here, even private] coattails for the class to ride,” both weigh in favor of final approval in this case. Rodriguez, 2009 WL 1085270, at *10.

Here, unlike in other cases, the competitor cases leading up to this matter were ultimately less successful than Class Representatives anticipated. (Prelim. Approval from those contracts after late 2003. AMR, 2006 WL 1381697, at *3-4. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 9 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage144 10 of of 25 166 Page ID #:2309 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

Order at 11.) AMR, for example, lost a jury verdict before this Court and recovered nothing. AMR, 2006 WL 1381697. ConMed Corporation (“ConMed”), which sued Defendants in the Southern District of New York, alleged pre-trebled damages of $1.8 billion but settled for just $11 million and no structural relief following the AMR verdict. (Hausfeld Decl., Ex. 10, at 5.) The prior cases demonstrate that the risk of litigation here is substantial.5

Moreover, whereas AMR had the benefit of a relatively favorable jury instruction on the bundling issue, the class members in this case would face a far more difficult burden in light of recent changes in Ninth Circuit law. Compare Jury Instructions at 33, AMR, Case No. 03-1329 (Docket No. 361) (“Bundling contracts can [] be exclusionary if the total discount on the bundle is so high that an equally-efficient competitor selling only one of the bundled products cannot lower its price for that product enough to meet the aggregate bundled discount and still sell at an above-cost level.”), with Cascade Health Solutions v. PeaceHealth, 515 F.3d 883, 911 (9th Cir. 2008) (holding that, for exclusionary conduct in bundling cases, “the relevant inquiry is not whether [defendant’s] pricing practices forced [plaintiff] to price below cost, but whether [defendant] priced its own services below an appropriate measure of its cost”). This substantive change significantly heightens the litigation risk and weighs heavily in favor of final approval.

Accordingly, this factor favors the class settlement.

2. Risk, expense, complexity, and likely duration of further litigation

As in Rodriguez, “[t]he class in this case does not have the benefit, like some other antitrust classes, of previous litigation between the defendants and the government.” 2009 WL 1085270, at *12. Further, “[i]nevitable appeals would likely prolong the litigation, and any recovery by class members, for years.” Id.

Defendants’ jury verdict against AMR, as well as their favorable settlement with ConMed, add to the litigation risk. As does the Ninth Circuit’s recently-issued

5 Class Representatives also represent, without supporting evidence, that Genico, Inc. settled its claim, brought against Defendants in the Eastern District of Texas, for a confidential sum and no structural relief. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 10 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage145 11 of of 25 166 Page ID #:2310 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

heightened standard on bundling set forth in Cascade, 515 F.3d at 911. Class members therefore may not prevail at trial, and carve outs may limit damages to a one-year period.

This factor, too, favors the settlement.

3. Risk of maintaining class action status throughout the trial

Unlike in Rodriguez, where the nationwide class was already certified and the Ninth Circuit instead noted the ongoing risk that the “district court may decertify a class at any time,” 2009 WL 1085270, at *12, Direct Purchasers and Indirect Purchasers had not been certified as a class prior to preliminary approval of the proposed settlement.

Accordingly, the risk of not being certified as a class, to say nothing of the risk of maintaining the class throughout trial, favor the settlement even if the risk here is likely remote.

4. Amount offered in settlement

The proposed settlement appears fair on its face, providing valuable consideration in the form of $13 million in cash, carve outs worth at least $26.1 million, and up to $500,000 in notice and other administrative costs. In sum, the total settlement is valued at over $39.6 million.6 (Prelim. Approval Order at 10.) In assessing this settlement value, the most relevant time period is from December 19, 2001, when the Class Period begins, through late 2003, when Defendants’ contracts began to include carve outs mitigating subsequent harm from those contracts.

6 The $26.1 million figure represents the estimated value of the first provision for structural relief, but does not include the value of the second and third provisions. Although their value is difficult to quantify in monetary terms, these other provisions “will ameliorate the conduct that prompted Class Representatives to bring these actions in the first place.” (Prelim. Approval Order at 9.) Thus, the value of structural relief is likely to exceed $26.1 million in light of the benefits class members will receive from the competitive evaluation and contract termination provisions. Moreover, the Court declines to discount the value of the structural relief because Defendants had implemented certain changes on their own. Defendants might well have withdrawn the carve outs in hope of finding less restrictive safe harbors. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 11 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage146 12 of of 25 166 Page ID #:2311 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

The settlement, conservatively valued at $39.6 million, represents approximately 2.2% of Defendants’ sales during this relevant time period. (Hausfeld Decl., Ex. 5 ¶ 4.) This percentage is within the range of settlements approved in similar cases when alleged monopolists were sued first by competitors, and then by purchasers. (Prelim. Approval Order at 10-11 (discussing Meijer, Inc. v. 3M, Civ. No. 04-5871, 2006 WL 2382718, at *15 (E.D. Pa. Aug. 14, 2006), and In re Smokeless Tobacco Antitrust Litig., Civ. A. Nos. 1:00CV01415, 1:00CV01454, 1:03CV00875 (D.D.C.)).)

Since “courts generally determine fairness of an antitrust class action settlement based on how it compensates the class for past injuries, without giving much, if any, consideration to treble damages,” this factor also weighs in favor of the settlement. Rodriguez, 2009 WL 1085270, at *10.

5. Extent of discovery completed and the stage of the proceedings

This is a relatively early settlement. Trial is not set to begin until June 2010. (Docket No. 117.) Before that date, Class Counsel would have to litigate class certification, complete merits discovery, retain experts and serve expert reports, and so forth, expending substantial time, resources, and effort. Therefore, the timing of the settlement supports final approval, as antitrust class actions “are notoriously complex, protracted, and bitterly fought.” In re Visa Check/Mastermoney Antitrust Litig., 297 F. Supp. 2d 503, 510 (E.D.N.Y. 2003) (citation omitted); see also Nat’l Rural Telecomms. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 527 (C.D. Cal. 2004) (“Avoiding such a trial and the subsequent appeals in this complex case strongly militates in favor of settlement rather than further protracted and uncertain litigation.”).

Despite early settlement, Class Counsel have thoroughly reviewed and analyzed Defendants’ transactional sales data as well as the summary judgment and trial records in the AMR litigation before beginning substantive settlement negotiations. (Hausfeld Decl. ¶ 5; Prelim. Approval Order at 15 (“[A]ll Class Counsel have long had hospital data from the AMR and ConMed litigation covering the period 1996 to the second quarter of 2006.”). As such, “counsel had a good grasp on the merits of their case before settlement talks began.” Rodriguez, 2009 WL 1085270, at *13.

6. Experience and views of counsel

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CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation

Absent fraud or collusion, the Court “should be hesitant to substitute its own judgment for that of counsel.” Nat’l Rural Telecommc’ns Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 528 (C.D. Cal. 2004) (internal quotations and citations omitted). Here, Class Counsel “believe that this Settlement is not only fair and reasonable, but is an excellent result for the classes.” (Mot. at 22, citing Hausfeld Decl. ¶ 4.)

7. Presence of governmental participant

As discussed above, “[t]he class in this case does not have the benefit, like some other antitrust classes, of previous litigation between the defendants and the government.” Rodriguez, 2009 WL 1085270, at *12.

8. Reaction of the class members to the proposed settlement

“[T]he absence of a large number of objections to a proposed class action settlement raises a strong presumption that the terms of a proposed class settlement action are favorable to the class members.” DIRECTV, 221 F.R.D. at 529. In Churchill Village, L.L.C. v. General Electric, 361 F.3d 566, 577 (9th Cir. 2004), for example, the Ninth Circuit affirmed a settlement where, out of approximately 90,000 notified class members, only 45 objected and 500 opted out. This breaks down to an objection rate of approximately .05%7 and an opt-out rate of around .56%.8 See also Rodriguez, 2009 WL 1085270, at *13 (“The court had discretion to find a favorable reaction to the settlement among class members given that, of 376,301 putative class members to whom notice of the settlement had been sent, 52,000 submitted claims forms and only fifty-four submitted objections.”).

The objection and opt-out rates in this case are within the range approved by the Ninth Circuit in Churchill and other cases. Notice was mailed to approximately 13,000 potential class members, and published in five widely read healthcare purchasing trade publications and in The Wall Street Journal. (Sartory Aff. ¶¶ 3-7; Kinsella Aff. ¶¶ 6, 9-10.) A website concerning the settlement also was established. (Sartory Aff. ¶¶ 7, 10;

7 45 objections / 90,000 notified class members = .05%.

8 500 opt-outs / 90,000 notified class members = .56%. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 13 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage148 14 of of 25 166 Page ID #:2313 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

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Prelim. Approval Order at 19.) As of April 20, 2009, the deadline for submitting claim forms, the claims administrator received 1,183 claims. (Sartory Aff. ¶ 14.) Only one class member, Foundation, has objected to the settlement. (Foundation Obj., Docket No. 190; Sartory Aff. ¶ 12.) This amounts to an objection rate of approximately .0077% of all mailed class members,9 not including additional class members who may have been reached through trade publications or online. Additionally, only 20 requests for exclusion have been filed, or around .15% of the two classes combined.10 (Id. ¶ 13.) The weight of these low objection and opt-out rates is bolstered by the fact that the class members are “sophisticated” entities that would have “voiced their position” had they believed the settlement to be inadequate. (Hausfeld Decl., Ex. 9, at 45.)

Significantly, Delaware, which previously objected that the proposed settlement provides preferential treatment to Indirect Purchasers, has chosen to participate in the Direct Purchaser settlement class without filing an objection.

This factor therefore weighs heavily in favor of final approval.

C. Foundation’s Objections

With this background the Court now turns to Foundation’s objections to final approval. These objections are without merit, as outlined below. With respect to the settlement itself, Foundation merely adopts the objections raised unsuccessfully by Delaware at the preliminary approval stage, failing even to acknowledge this Court’s analysis of the issues. (Foundation Obj. at 2.) Notably, Delaware itself has not raised these same objections in connection with final approval.

Foundation’s objections to the settlement itself fail for the same reasons Delaware’s initial objections failed.

First, Delaware contended that the settlement amount is low relative to both potential recoverable damages and the merits of the case. But the issue is not whether the

9 1 objection / 13,000 notified class members (via mailing) = .0077%.

10 20 opt-outs / 13, 000 notified class members (via mailing) = .15%. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 14 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage149 15 of of 25 166 Page ID #:2314 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation settlement could be higher, but whether it is within the range of settlements approved in similar cases. Based on the cases discussed above, 2.2% of sales is well within this range. See supra Subsection II.B.4. Delaware made no attempt to distinguish these cases. As for potential recoverable damages, Delaware conceded that its own estimate is “rough,” “preliminary,” and in need of “further refinement.” (Prelim. Approval Order at 12.) There was also evidence to suggest that this estimate may be inflated because, inter alia, it does not appear to include an offset for the higher suture prices that purchasers would have paid in the absence of the challenged bundles. See Siegel v. Chicken Delight, Inc., 448 F.2d 43, 52-53 (9th Cir. 1971).

Second, Delaware contended that the settlement amount is low relative to analogous cases. But on this point Delaware relied on a single case, Spartanburg Regional Health Services District, Inc. v. Hillenbrand Industries, Inc., C.A. No. 7:03-2141-HFF (D.S.C.) (settling for $337.5 million in cash and injunctive relief valued at an additional $150 million), which itself is distinguishable. There are significant differences between that case and the present one: (1) Spartanburg followed a successful suit brought by a competitor plaintiff, while this case follows a competitor plaintiff who lost before a jury; (2) Spartanburg was not subject to the higher standard recently adopted by the Ninth Circuit in Cascade; (3) the Spartanburg defendant had a total monopoly in the hospital bed market, while the Defendants here face substantial competition from Tyco; and (4) the defendant’s documents in Spartanburg were far more damaging than Defendants’ documents here. (Prelim. Approval Order at 13.) The Court agrees that these differences suggest a much lower recovery in this case. Even if potential recoverable damages are high, the measure of damages would be irrelevant unless Class Representatives can win on liability. In light of AMR’s failed litigation and the heightened Cascade standard on bundling, any potential recovery must be substantially discounted for this litigation risk.11

11 Delaware asserted that its case is more attractive than AMR’s because it will stress the role of class members as overcharged purchasers, presumably sympathetic purchasers. (Oppo. at 3.) This ignores the fact that the analytic framework for liability is the same, regardless of whether the plaintiff is a competitor or a customer. There is no reason why AMR’s jury finding that defendants did not engage in anticompetitive conduct would be any different if a purchaser were the plaintiff. Indeed, to the extent that the defendants tout the benefits of bundling to the consumer, the present plaintiffs are the consumers. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 15 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage150 16 of of 25 166 Page ID #:2315 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

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Third, Delaware contended that the proposed settlement provides preferential treatment to Indirect Purchasers (hospitals), as opposed to Direct Purchasers (distributors).12 Delaware based this argument on prior statements by Defendants regarding Direct Purchasers’ lack of interest in structural relief or contractual changes. (Id.) Delaware’s argument was that the $26.1 million structural relief is essentially worthless to Direct Purchasers, that the only value to Direct Purchasers comes from the $13 million cash settlement, and that – “liberally assuming that the direct purchasers account for 60% of the allocated funds” – Direct Purchasers will receive less than $7 million from this case, or only 20% of the overall settlement. (Oppo. at 22.) Even if the Court assumes Delaware’s calculations are correct, the premises underlying these calculations are flawed. First, Delaware incorrectly assumed that Direct Purchasers will receive no value from structural relief. The Ninth Circuit has rejected this position:

[T]he distributor is not a completely irrelevant economic actor in this contractual framework. In theory, a demand curve exists for the bundle of goods and services that O & M sells. If the price of the goods is artificially inflated by the anti-competitive practices of J & J, that will affect the attractiveness of the distributor’s products in the marketplace. There is no reason to believe that market forces do not work on O & M and other distributors. The presence of another distributor as a plaintiff in this case, DVSS, shows that distributors are indeed affected by J & J’s allegedly predatory pricing scheme and do have incentives to bring suit against the manufacturer.

Delaware Valley Surgical Supply Inc. v. Johnson & Johnson, 523 F.3d 1116, 1124 (9th Cir. 2008). Second, Delaware incorrectly assumed that Indirect Purchasers should not be treated the same as Direct Purchasers for purposes of recovery because Indirect Purchasers have “no treble damages claim” and therefore are entitled to less than Direct Purchasers. (Prelim. Approval Order at 14.) Delaware’s argument that Indirect Purchasers’ claims are far inferior to those of Direct Purchasers rested on the false premise that indirect purchasers only have rights to single damages monetary relief. (Id.) In fact, numerous states allow Indirect Purchasers to recover treble damages or full

12 Although Foundation adopted this objection from Delaware, the objection does not apply here because, unlike Delaware, Foundation is not a distributor but rather a hospital group. (Mot. at 27 n.7.) CV-90 (06/04) CIVIL MINUTES - GENERAL Page 16 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage151 17 of of 25 166 Page ID #:2316 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation consideration paid.13 In any event, “courts generally determine fairness of an antitrust class action settlement based on how it compensates the class for past injuries, without giving much, if any, consideration to treble damages.” Rodriguez, 2009 WL 1085270, at *10 (9th Cir. 2009).14

Fourth, Delaware contended that the proposed settlement arises out of a tainted process by which Class Counsel intentionally excluded Delaware’s own counsel. But Delaware cited no authority to show that the intentional exclusion of counsel from settlement negotiations precludes approval of an otherwise proper settlement. The fact that one counsel was not included in most of the negotiations, without more, does not prove collusion. Cf. Chicken, 669 F.2d at 237 (“Even irregular settlement negotiations may . . . form the basis for a judicially acceptable class action settlement. It is enough if representation of the class during the negotiations was adequate and that the settlement itself is fair.”) (ellipsis in original) (internal quotations and citations omitted). The Court also notes that such exclusion may even be appropriate where, as here, the excluded counsel had such a divergent view of the case from its co-counsel that its continued participation in settlement discussions may well be counterproductive. See Mars Steel Corp. v. Cont’l Ill. Nat. Bank and Trust Co. of Chi., 834 F.2d 677, 684 (7th 1987) (“[T]hree-cornered negotiations are clumsy at best, especially when one of the corners . . . adopts an obdurate negotiating position. Rather than attempt to prescribe the modalities of negotiation, the district judge permissibly focused on the end result of the negotiation . . . .”).

Fifth, Delaware contended that the settlement process involves a “reverse auction.” “A reverse auction is said to occur when the defendant in a series of class actions picks the most ineffectual class lawyers to negotiate a settlement with [] the hope that the district court will approve a weak settlement that will preclude other claims against the

13 See, e.g., Ariz. Rev. Stat. § 44-1408(B) (treble); Cal. Bus. & Prof. Code § 16750(a) (treble); Iowa Code § 553.12(3) (double); Kan. Stat. Ann. § 50-115 (full consideration); Mich. Comp. Laws § 445.778(2) (treble); N.M. Stat. § 57-1-3 (treble); Tenn. Code Ann. § 47-25-106 (full consideration).

14 On that note, Delaware failed to recognize that the starting point for the settlement negotiations was Defendants’ desire to achieve “total peace,” or a global settlement with both Direct Purchasers and Indirect Purchasers alike. See In re Chicken Antitrust Litig. Am. Poultry, 669 F.2d 228, 238 (Former 5th Cir. Unit B 1982). CV-90 (06/04) CIVIL MINUTES - GENERAL Page 17 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage152 18 of of 25 166 Page ID #:2317 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation defendant.” Negrete v. Allianz Life Ins. Co. of N. Am., 523 F.3d 1091, 1099 (9th Cir. 2008) (internal quotations and citation omitted). Here, Class Counsel cannot be fairly described as “the most ineffectual class lawyers.” See supra Subsection I.A.4. And there is no basis to conclude that Class Counsel – or Defendants’ counsel – did anything improper. Delaware’s reliance on General Motors was also misplaced. (Compare In re General Motors Corp. Engine Interchange Litigation, 594 F.2d 1106, 1115 (7th Cir. 1979) (involving an “order provid[ing] that the committee could conduct settlement negotiations only with the consent of all counsel for the named plaintiffs”), with Docket No. 62 (including no such limitation in the order appointing counsel).)

Finally, the Court notes that Delaware incorrectly portrayed the proposed settlement’s release as being much broader than implied by the plain meaning of its terms. The release applies only to claims that are “related” to “antitrust or unfair competition laws” and “could have been brought based on the allegations in the Actions.” (Settlement Agreement, Ex. B ¶ 1.21.) While the release language sweeps broadly to cover antitrust and unfair competition claims, it would not affect usual contractual and other dealings with the defendants.

Accordingly, Foundation’s reliance on Delaware’s objections is to no avail. That Delaware did not press its objections a second time in light of the Court’s preliminary approval analysis is significant.

III. PLAN OF ALLOCATION

To the extent Delaware’s previous objections, reasserted by Foundation, fail, Class Representatives assert that the plan of allocation is a fair, adequate, and reasonable distribution of the available proceeds among members of both settlement classes that submit valid claim forms. See Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1285 (9th Cir. 1992). According to Class Representatives, and as noted above, “[t]he distribution would be made on a straight pro rata basis, without regard to whether the purchases were direct or indirect, and with no class members being favored over others.” (Mot. at 24.) In particular, “[t]he cash amount of the Settlement Fund will be divided among direct purchasers from all the states and indirect purchasers from the twenty-six states listed below, in proportion to their total purchases of Relevant Endosurgical Products during the Class Period.” (Prelim. Approval Order at 8 n.4.)

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“Settlement distributions, such as this one, that apportions funds according to the relative amount of damages suffered by class members have repeatedly been deemed fair and reasonable.” In re Vitamins Antitrust Litig., No. 99-197 TFH, 2000 WL 1737867, 6 (D.D.C. Mar. 31, 2000) (citing cases). Accordingly, for the reasons cited in the previous Part, the Court finds that the settlement’s plan of allocation is fair, adequate, and reasonable.

IV. NOTICE

“Adequate notice is critical to court approval of a class settlement.” Hanlon, 150 F.3d at 1025; see Fed. R. Civ. P. 23(e)(1)(B). Because the Court certified the class under Rule 23(b)(3), the Court must find that notice was the best

practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort. The notice must clearly and concisely state in plain, easily understood language: (i) the nature of the action; (ii) the definition of the class certified; (iii) the class claims, issues, or defenses; (iv) that a class member may enter an appearance through an attorney if the member so desires; (v) that the court will exclude from the class any member who requests exclusion; (vi) the time and manner for requesting exclusion; and (vii) the binding effect of a class judgment on members under Rule 23(c)(3).

Fed. R. Civ. P. 23(c)(2)(B). Here, notice included three parts: (1) individually-mailed notice to approximately 13,000 class members who were identified from Defendants’ records; (2) publication in The Wall Street Journal, AHA News, Surgical Products, Hospital & Health Networks, Modern Healthcare, and Materials Management in Healthcare; and (3) establishment of a dedicated website. (Sartory Aff. ¶¶ 3-7, 10; Kinsella Aff. ¶ 6, 9-10.) Notice also explained that class members will be able to submit their claim forms by mail or online, and provided information about their direct and indirect purchases of the relevant products during the Class Period. In addition to summarizing the class members’ rights, notice provided the necessary contact information should class members desire to obtain further information. (Kinsella Aff. ¶ 8.)

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Accordingly, the notice program was extensive and complied with the plain language requirements of Rule 23 and, in turn, due process.

V. ATTORNEYS’ FEES, EXPENSES, AND INCENTIVE AWARDS

A. Attorneys’ Fees

The Ninth Circuit “require[s] only that fee awards be reasonable in the circumstances.” Rodriguez, 2009 WL 1085270, at *13. As the Ninth Circuit recently recognized in Rodriguez, “[t]he district court may award fees pursuant to either a lodestar or a straight percentage of the settlement fund.” Id. (citing Powers v. Eichen, 229 F.3d 1249, 1256 (9th Cir. 2000)).

The lodestar method requires the Court to multiply the “number of hours reasonably expended by a reasonable hourly rate.” Hanlon, 150 F.3d at 1029. That figure, the lodestar, may then be “adjusted upward or downward to account for several factors including the quality of representation, the benefit obtained for the class, the complexity and novelty of the issues presented, and the risk of nonpayment.” Id. Under the percentage of the fund method, “the court simply awards the attorneys a percentage of the fund sufficient to provide class counsel with a reasonable fee.” Id. The percentage is to be set with reference to the Ninth Circuit’s “benchmark” of 25 percent. See Vizcaino, 290 F.3d at 1047 (“Ninth Circuit cases echo this approach [of a 25% benchmark, with 20- 30% as the usual range].”); Torrisi v. Tucson Elec. Power Co., 8 F.3d 1370, 1376 (9th Cir. 1993); Paul, Johnson, Alston & Hunt v. Graulty, 886 F.2d 268, 272 (9th Cir. 1989); In re Activision Sec. Litig., 723 F. Supp. 1373, 1375 (N.D. Cal. 1989). The benchmark may be adjusted upward or downward but such an adjustment “must be accompanied by a reasonable explanation of why the benchmark is unreasonable under the circumstances.” Graulty, 886 F.2d at 273. Factors relevant to an adjustment include, inter alia, the benefits obtained for the class, the quality of counsel, the complexity of the issues, and the risk of nonpayment. See In re Oracle Sec. Litig., 852 F. Supp. 1437, 1449 (N.D. Cal. 1994).

Here, Class Counsel assert that the percentage of the fund method is more

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appropriate than the lodestar method.15 Class Counsel seek a $3.5 million fee equal to 26.9% of the cash portion of the settlement fund, slightly higher than the 25 percent benchmark. This calculation is conservative, because it does not include the value of the structural relief provided by the settlement. See Staton, 327 F.3d at 972-73. The percentage falls to 25.9 percent if the $500,000 maximum in notice and administration costs paid by Defendants is included. See Meijer, 2006 WL 2382718, at *19 (awarding a 27.4 percent fee in a similar case). The Court finds the $3.5 million requested fee award reasonable given the circumstances of this case. The settlement is worth at least $39.6 million to the class (Prelim. Approval Order at 10); Class Counsel have substantial experience litigating, trying, and settling complex antitrust actions (Hausfeld Decl., Exs. 7-9); and Class Counsel investigated the factual and legal basis for claims, developed the theory of the case, analyzed the evidence presented in the AMR suit, negotiated the proposed settlement, and prepared and argued motions for preliminary and final approval (id. ¶ 3). Not only are antitrust cases notoriously complex, but the risk of nonpayment here was substantial given the unsuccessful competitor cases leading up to this action, as well as an unfavorable change in Ninth Circuit law. See discussion supra Subsection II.B.1.

Accordingly, the $3.5 million requested fee is reasonable under the percentage of the fund method.

15 In State of Florida v. Dunne, 915 F.2d 542, 545 (9th Cir. 1990), the Ninth Circuit endorsed the reasoning below as “extremely persuasive”:

Not only [does the lodestar method] consume an undue amount of court time with little resulting advantage to anyone, but, in fact, it may be to the detriment of the class members. They are forced to wait until the court has done a thorough, conscientious analysis of the attorneys’ fee petition. . . . Most important, however, is the effect the process has on the litigation and the timing of settlement. Where attorneys must depend on a lodestar approach there is little incentive to arrive at an early settlement.

Activision, 723 F. Supp. at 1375; see also Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1050 (9th Cir. 2002) (“[I]t is widely recognized that the lodestar method creates incentives for counsel to expend more hours than may be necessary on litigating a case so as to recover a reasonable fee, since the lodestar method does not reward early settlement.”). CV-90 (06/04) CIVIL MINUTES - GENERAL Page 21 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage156 22 of of 25 166 Page ID #:2321 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

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However, in granting preliminary approval, the Court requested detailed evidence to calculate the lodestar, and indicated that it would entertain proposals for allocation of attorneys’ fees. (Prelim. Approval Order at 17, 20.) Here, Class Counsel address both issues.

First, when the fee award is based on a percentage of the fund, the lodestar may be used as a “cross-check” on the reasonableness of the fee. Vizcaino, 290 F.3d at 1050 & n.5. As outlined in the individual law firm declarations,16 the total lodestar is $3,928,302.34 at historical rates and $4,369,110.39 at current rates. (See Hausfeld Decl. ¶ 17 & Ex. 12A-R; see also Vizcaino, 290 F.3d at 1051 (holding that the Court has discretion to use current hourly rates “to compensate for delay in receipt of payment”).)

Although the declarations do not include information about the specific tasks each attorney performed, Class Counsel represent that they are prepared to do so if the Court should require. (Mot. at 15.) The Court finds that such additional information is unnecessary. When coupled with Class Counsel’s showing under the percentage method, the above declarations provide ample information for the Court to apply a lodestar cross- check to the attorney fee award from the common fund. See Vizcaino, 290 F.3d at 1051. Notably, the requested $3.5 million fee represents a multiplier of .89 at historical rates,17 and .80 at current rates.18 (See Hausfeld Decl. ¶ 17.) Such a multiplier is significantly below the range approved by the Ninth Circuit in other cases. See, e.g., id. at 1051 (3.65 multiplier); see also Meijer, 2006 WL 2382718, at *24 (4.77 multiplier in a similar case). It also bears mentioning that Class Counsel will likely incur additional hours in administering the settlement and distributing the settlement fund, without the prospect for further fees. See Varacallo v. Mass. Mut. Life Ins. Co., 226 F.R.D. 207, 252 (D.N.J. 2005).

Second, the three Class Counsel firms and Berger & Montague, P.C., representing Delaware, have agreed to a procedure for allocating the $3.5 million attorneys’ fees

16 The declarations provide information on individual billing times, hourly rates, and categories of work performed.

17 $3,500,000 (requested attorneys’ fees) / $3,928,302.34 (historical lodestar) = .89.

18 $3,500,000 (requested attorneys’ fees) / $4,369,110.39 (historical lodestar) = .80. CV-90 (06/04) CIVIL MINUTES - GENERAL Page 22 of 25 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 195 Filed Filed07/10/13 05/11/09 PagePage157 23 of of 25 166 Page ID #:2322 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES - GENERAL Case No. CV 05-8809-JVS(MLGx) Date May 11, 2009 Consolidated with CV 05-8900 and CV 06-3118 Title In re Endosurgical Products Direct Purchaser Antitrust Litigation awarded by this Court. (Mot. at 16.) The Court therefore grants them permission to allocate the fees pursuant to this agreement, and will retain jurisdiction in the event that allocation issues arise.

With this background the Court now turns to Foundation’s objection to the fee award. Foundation contends that the notice program “fail[ed] to provide any information about the class counsel’s lodestar.” (Foundation Obj. at 2.) But Foundation offers no authority for the proposition that the notice should have contained information about Class Counsel’s lodestar, and there is no support for such a requirement in Rule 23(h). Foundation does not even “specify how knowing [Class Counsel’s] precise hourly billing rates or number of hours billed would have altered materially [its] ability to object to the overall amount of attorneys’ fees available under the settlement agreement.” Wilson v. Airborne, Inc., No. EDCV 07-770-VAP, 2008 WL 3854963, 5 (C.D. Cal. Aug. 13, 2008). Moreover, the Court specifically approved the notice, and directed that lodestar information be submitted at the final approval stage, not in the notice itself or some earlier date, as Foundation contends. (Compare Prelim. Approval Order at 17, 20, with Foundation Obj. at 2.) Contrary to Foundation’s claim, the Court did not hold that the lodestar was “the best method for calculating a reasonable fee in this case” (Compare footnote 15, supra, with Foundation Obj. at 2), but rather that it expected a Class Counsel to make a lodestar showing (Prelim. Approval Order at 17, 20). That directive in no way precludes Class Counsel from showing the reasonableness of their requested attorneys’ fees under the percentage method, alongside the lodestar method.

Significantly, none of the other settlement class members, all of which are sophisticated entities and some of which are much larger purchasers than Foundation, have joined with Foundation in opposing this reasonable fee request. Foundation’s objections, including its objection to the requested attorneys’ fees, are therefore not representative of the class. See Cohen v. Chilcott, 522 F. Supp. 2d 105, 123 (D.D.C. 2007).

Accordingly, for the above reasons, the Court grants Class Counsel $3.5 million in attorneys’ fees, to be allocated among the three Class Counsel firms and Berger & Montague, P.C., pursuant to their agreement.

B. Expenses

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“There is no doubt that an attorney who has created a common fund for the benefit of the class is entitled to reimbursement of his reasonable litigation expenses from that fund.” Lachance v. Harrington, 965 F. Supp. 630, 651 (E.D. Pa. 1997) (citing In re General Motors Corp. Pick-Up Truck Fuel Tank Prod. Liab. Litig., 55 F.3d 768, 820 n.39 (3d Cir. 1995)). Reasonable litigation expenses include those “expenses that would typically be billed to paying clients in non-contingency matters.” Knight v. Red Door Salons, Inc., No. 08-01520 SC, 2009 WL 248367, at *7 (N.D. Cal. Feb. 2, 2009) (citing Harris v. Marhoefer, 24 F.3d 16, 19 (9th Cir. 1994)).

As documented in the individual firm declarations, the expenses incurred in this litigation total $769,663.39. (Hausfeld Decl. ¶¶ 18-19 & Ex. 12A-R.) This sum reflects expenses typically billed by attorneys to paying clients in the marketplace, such as fees paid to experts, computer research, and travel connected with litigation. (Hausfeld Decl. ¶¶ 18-19 & Ex. 12A-R.) Such “out-of-pocket costs for telephone, telecopier, air and local couriers, postage, photocopying, WESTLAW research, secretarial overtime, and counsels’ travel expenses are routinely billed to fee-paying clients, and thus are all compensable as part of a reasonable attorney’s fee.” Brown v. Pro Football, Inc., 839 F. Supp. 905, 916 (D.D.C. 1993) (citations omitted).

Accordingly, the Court grants Class Counsel $769,663.39 in expenses to reimburse Class Counsel for their respective expenses.

C. Incentive Awards

Finally, the notice distributed to the settlement class explained that a $10,000 incentive award would be requested for each of the two class representatives, Niagara and Bamberg. No class member has objected to this request.

As the Ninth Circuit observed in Rodriguez,

[i]ncentive awards are fairly typical in class action cases. . .[,] are discretionary, and are intended to compensate class representatives for work done on behalf of the class, to make up for financial or reputational risk undertaken in bringing the action, and, sometimes, to recognize their willingness to act as a private attorney general.

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2009 WL 1085270, at *5 (citations omitted). Because this case could not have proceeded without the participation of Niagara and Bamberg, the Court grants a $10,000 incentive award for each. This amount seems reasonable to reward Class Representatives for their participation in this action. See, e.g., In re Lorazepam & Clorazepate Antitrust Litig., No. MDL 1290 (TFH), 99MS276 (TFH), Civ. 99-0790 (TFH), 2003 WL 22037741, at *11 (D.D.C. June 13, 2003) (approving incentive awards to four class representatives of $20,000 each); Meijer, 2006 WL 2382718, at *24 (awarding $25,000 to the named plaintiff).

Additionally, Delaware seeks a $10,00 incentive award as “the sole member of the Direct Purchaser Class that rose to defend distributors.” (Mot. at 3.) The Court agrees that Delaware is entitled to some reward for its role in bringing this suit on behalf of distributors, but declines to grant the full amount requested because of Delaware’s initial opposition to the settlement, which it now effectively concedes is fair, adequate, and reasonable.

Accordingly, the Court grants incentive awards of $10,000 each to Niagara and Bamberg, and a $5,000 incentive award to Delaware.

VI. CONCLUSION

For the foregoing reasons, the Court GRANTS final approval of class certification, the settlement, and the plan of allocation. The Court finds that the settlement is fair, adequate, and reasonable; notice accords with due process; and the parties have made the requisite showing for reasonable attorney fees, expenses, and incentive awards.

Accordingly, the Court awards Class Counsel $3.5 million in attorney fees, $769,663.39 in reimbursement of expenses, and an incentive award of $10,000 each to Niagara and Bamberg. The Court also awards a $5,000 incentive award to Delaware.

IT IS SO ORDERED. : 05 Initials of Preparer kjt

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EXHIBIT H

Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 192-6 FiledFiled07/10/13 04/27/09 Page161Page 49 ofof 96166 Page ID #:2124 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 192-6 FiledFiled07/10/13 04/27/09 Page162Page 50 ofof 96166 Page ID #:2125 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 192-6 FiledFiled07/10/13 04/27/09 Page163Page 51 ofof 96166 Page ID #:2126 Case 2:05-cv-08809-JVS-MLGCase3:09-cv-01314-JSW Document Document183 192-6 FiledFiled07/10/13 04/27/09 Page164Page 52 ofof 96166 Page ID #:2127 Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page165 of 166

EXHIBIT I Case3:09-cv-01314-JSW Document183 Filed07/10/13 Page166 of 166

Hausfeld LLP Expenses Incurred, Inception to Present

Expense Category Sum of Amount Airfare 11,816.64 Court Admission Fees 892.00 Court Filing Fees 350.00 Education, Seminars and Training 119.00 Expert 6,400.00 Gasoline 38.34 Hotel Charges 7,049.73 Litigation Fund Contribution 33,000.00 Meals 2,451.72 Meeting Room 50.00 Messenger, Delivery and Courier 1,604.53 Miscellaneous Expenses 298.14 Pacer Usage 165.06 Parking - Travel 242.00 Printing and Photocopy 1,312.44 Rental Car 458.56 Research 49.21 Taxi 2,215.58 Telephone 325.99 Westlaw Usage 4,558.48

Grand Total 73,397.42