Motion and Memorandum in Support of Plaintiffs' Motion for Attorneys

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

RHONDA L. HUTTON, O.D. et al., CASE NO. 1:16-CV-03025-JKB

Plaintiffs,

NATIONAL BOARD OF EXAMINERS IN OPTOMETRY, INC.

Defendant.

UNOPPOSED MOTION FOR AN AWARD OF ATTORNEYS’ FEES, COSTS, AND EXPENSES TO CLASS COUNSEL AND NAMED PLAINTIFF SERVICE AWARDS AND MEMORANDUM IN SUPPORT THEREOF

Dated: April 17, 2019 Respectfully submitted,

By: s/ Norman E. Siegel Norman E. Siegel (pro hac vice) Barrett J. Vahle (pro hac vice) J. Austin Moore (pro hac vice) STUEVE SIEGEL HANSON LLP 460 Nichols Road, Suite 200 Kansas City MO 64112 [email protected] [email protected] [email protected] Tel: (816) 714-7100 Fax: (816) 714-7101

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TABLE OF CONTENTS

TABLE OF AUTHORITIES ...... iii

I. INTRODUCTION ...... 1

II. HISTORY OF THE LITIGATION ...... 3

III. SUMMARY OF THE RESULTS ACHIEVED THROUGH THE SETTLEMENT ...... 9

A. The Settlement Class...... 9

B. The Settlement Benefits ...... 10

1. Cash Settlement Fund ...... 10

a. Reimbursement for Attested Time ...... 10

b. Reimbursement of Out-of-Pocket Losses ...... 10

c. Three-Bureau Credit Monitoring Services ...... 11

d. Identity Restoration Services ...... 13

e. Attorneys’ Fees, Costs, and Expenses and Service Awards ...... 13

f. Expenses for Settlement Administration ...... 13

g. The Settlement Fund is Non-Reversionary ...... 14

2. Business Practice Changes ...... 14

IV. CLASS COUNSEL’S ATTORNEYS’ FEE REQUEST SHOULD BE APPROVED...... 16

A. Legal Standard for Awarding Attorneys’ Fees ...... 16

B. Class Counsel’s Request for Thirty Percent of the Settlement Fund is Reasonable...... 18

C. On a Lodestar Cross-check, Class Counsel’s Fee Request Approximates Class Counsel’s Lodestar, and Produces a Negative Multiplier When All Counsel’s Time is Considered...... 19

D. The Relevant Factors Support Class Counsel’s Fee Request...... 21

1. Class Counsel Obtained Excellent Results for the Class...... 22

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2. The Quality, Skill, and Efficiency of Class Counsel Supports the Requested Fee Award...... 23

3. The Risk of Non-Payment was High...... 26

4. The Lack of Objections by Class Members Supports the Requested Fee Award...... 27

5. Awards in Similar Cases Support the Requested Fee Award...... 27

6. The Complexity and Duration of the Case Supports the Requested Fee Award ...... 28

7. Public Policy Supports Approval of the Fee Request...... 28

V. CLASS COUNSEL’S REQUESTED EXPENSE REIMBURSEMENT SHOULD BE APPROVED...... 29

VI. The Court Should Award the Named Plaintiffs Service Awards of $2,000 Each...... 29

VII. CONCLUSION ...... 30

CERTIFICATE OF SERVICE ...... 31

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TABLE OF AUTHORITIES

Cases

Almendarez v. J.T.T. Enters. Corp., No. JKS 06–68, 2010 WL 3385362 (D. Md. Aug. 25, 2010) ...... 29

Boeing Co. v. Van Gemert, 444 U.S. 472 (1980) ...... 16

Boyd v. Coventry Health Care Inc., 299 F.R.D. 451 (D. Md. 2014) ...... 17, 18, 21, 30

Collins v. United Pacific Ins. Co., 315 Md. 141, 553 A.2d 707 (Md. 1989) ...... 19

Decohen v. Abbasi, LLC, 299 F.R.D. 469 (D. Md. 2014) ...... 17, 29, 30

Gaskill v. Gordon, 160 F.3d 361 (7th Cir. 1998) ...... 19

Goldenberg v. Marriott PLP Corp., 33 F. Supp. 2d 434 (D. Md. 1998) ...... 19

Good v. W. Virginia-Am. Water Co., No. CV 14-1374, 2017 WL 2884535 (S.D. W.Va. July 6, 2017) ...... 28

Hammond v. The Bank of N.Y. Mellon Corp., No. 08 Civ. 6060, 2010 WL 2643307 (S.D.N.Y. June 25, 2010) ...... 26

Hutton v. Nat’l Bd. of Examiners in Optometry, Inc., 892 F.3d 613 (4th Cir. 2018) ...... 7

In re Abrams & Abrams, P.A., 605 F.3d 238 (4th Cir. 2010) ...... 26

In re Diet Drugs, 582 F.3d 524 (3d Cir. 2009)...... 17

In re Hannaford Bros. Co. Customer Data Sec. Breach Litig., 293 F.R.D. 21 (D. Me. 2013) ...... 27

In re Target Corp. Customer Data Sec. Breach Litig., 892 F.3d 968 (8th Cir. 2018) ...... 23

In re The Home Depot, Inc., Customer Data Sec. Breach Litig., No. 1:14-MD-02583-TWT, 2016 WL 11299474 (N.D. Ga. Aug. 23, 2016) ...... 24, 25

iii

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Jernigan v. Protas, Spivok & Collins, LLC, No. CV ELH-16-03058, 2017 WL 4176217 (D. Md. Sept. 20, 2017) ...... passim

Jones v. Dominion Res. Servs., Inc., 601 F. Supp. 2d 756 (S.D.W. Va. 2009) ...... 17

Kabore v. Anchor Staffing, Inc., No. L–10–3204, 2012 WL 5077636 (D. Md. Oct. 17, 2012) ...... 29

McAfee v. Boczar, 738 F.3d 81 (4th Cir. 2013) ...... 18

McDaniels v. Westlake Servs., LLC, No. CIV.A., ELH-11-1837, 2014 WL 556288 (D. Md. Feb. 7, 2014) ...... 30

Mills v. Electric Auto-Lite Co., 396 U.S. 375 (1976) ...... 16

Montague v. Dixie Nat. Life Ins. Co., No. CIV.A. 3:09-00687, 2011 WL 3626541 (D.S.C. Aug. 17, 2011) ...... 27

Singleton v. Domino’s Pizza, LLC, 976 F. Supp. 2d 665 (D. Md. 2013) ...... 18, 28, 30

Spell v. McDaniel, 852 F.2d 762 (4th Cir. 1988) ...... 29

Temp. Servs., Inc. v. Am. Int’l Grp., Inc., No. 3:08-CV-00271-JFA, 2012 WL 13008138 (D.S.C. July 31, 2012) ...... 19, 27

U.S. Airways, Inc. v. McCutchen, 569 U.S. 88 (2013) ...... 16

Whitaker v. Navy Fed. Credit Union, RDB-09-2288, 2010 WL 3928616 (D. Md. Oct. 4, 2010)...... 17, 18

Rules

Federal Rule of Civil Procedure 23 ...... 5, 8, 16

Federal Rules of Civil Procedure 12 ...... 5, 6, 7

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I. INTRODUCTION

Over the course of two and half years, Plaintiffs and Class Counsel vigorously litigated this fiercely-contested data security class action against Defendant National Board of Examiners in Optometry (“NBEO”). Plaintiffs sought redress for an apparent data breach of NBEO’s systems that resulted in the theft of the personal information, including Social Security numbers and dates of birth, of optometrists and optometry students who provided their personal information to NBEO to register for required board-certifying exams. This data breach has resulted in wide-spread and continuing identity fraud, from credit card fraud to medical and tax return fraud, using the same information the optometrists used to register for exams with NBEO.

Plaintiffs and Class Counsel’s efforts ultimately resulted in a class action settlement that provides substantial relief to the 61,014 class members who can now protect their identities, recoup out-of-pocket losses, obtain reimbursement for time spent on issues related to the data breach, and move on with their lives knowing that NBEO will be obligated under this Settlement to safeguard exam-takers’ personal information within its systems.

Class Counsel achieved a settlement that provides considerable relief, including the following key provisions: NBEO will establish a cash settlement fund of $3,250,000 that will be used to pay for (1) reimbursement of class members’ claimed time spent remedying issues related to the alleged data breach, up to $1,000 per individual; (2) reimbursement of class members’ documented out-of-pocket losses fairly traceable to the alleged data breach, up to

$7,500 per individual; (3) three years of three-bureau credit monitoring through Identity Guard

(retailing at nearly $720 per individual) for all class members who sign up, which includes up to

$1 million in reimbursement insurance covering losses due to identity theft or fraud; (4) access to identity restoration services for all class members, including professional fraud resolution assistance to help with identity recovery and restoration, in case the class member experiences

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identity theft or fraud in the three years following the Effective Date of the Settlement; (5) the costs of notice and settlement administration; (6) any award for attorneys’ fee and expenses, as approved by the Court; and (7) any award for service awards to the Named Plaintiffs, as approved by the Court.1 In addition, NBEO has agreed to upgrade its data security practices, including retaining an independent security firm to conduct a written risk assessment of NBEO’s data security, encrypting exam-takers’ personal information, and eliminating storage of full nine- digit Social Security numbers in its electronic databases.

Absent Class Counsel’s willingness to pursue this case on a contingency basis with no guarantee of payment or recovery of their expenses, class members would not realize these significant, material benefits. As set forth below, Class Counsel’s considerable skill, experience, national reputation in class action and data breach litigation, and the excellent results achieved support the requested attorneys’ fees.

Accordingly, Class Counsel ask the Court to approve their request for attorneys’ fees of thirty (30) percent of the fund, which results in a fee award of $975,000, and reimbursement for costs and expenses of $64,375.16. Class Counsel also request that the Court approve Service

Awards for the Named Plaintiffs in the amount of $2,000 each for their contribution to this litigation on behalf of the class. Pursuant to the Settlement Agreement, Class Counsel submits this motion three weeks in advance of the opt-out and objection deadlines, so that class members

1 Pursuant to the Settlement Agreement, the “Net Settlement Fund” means the amount of funds available to pay out claims for out-of-pocket losses and attested time after funds are allocated from the Settlement Fund for payment of the following: (i) Administrative Expenses; (ii) Taxes and Tax-Related Expenses; (iii) expenses associated with procuring Credit Monitoring Services; (iv) Service Awards Payments approved by the Court; and (v) Fee Award and Costs approved by the Court, as those terms are defined in the Agreement. See Agreement, ¶ 17. The Settlement Agreement appears at Exhibit A of Plaintiffs’ motion to permit issuance of class notice. ECF No. 44.

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have the opportunity to review and present their views on this motion if desired.2 In support of the pending motion, Class Counsel submits, along with this memorandum, the Declaration of

Norman E. Siegel (“Siegel Decl.”) as Exhibit A and the Declaration of Michael Liskow

(“Liskow Decl.”) as Exhibit B.

II. HISTORY OF THE LITIGATION

On or around July 23, 2016, optometrists from around the country began to notice that fraudulent Chase Amazon Visa credit cards were being applied for or opened in their names using their Social Security numbers. They started discussing the fraud through Facebook groups formed for the purpose of identifying the source of what seemed to be a data breach and soon realized they were all victims of the same type of fraud. The optometrists soon concluded that the only common source amongst them and to which they had all given their personal information, including Social Security numbers and dates of birth, was NBEO, where every optometry student must submit their personal information, including Social Security numbers, to register for required board-certifying exams.3

On August 19, 2016, Class Counsel received their first call from an optometrist complaining that a Chase Amazon Visa card had been fraudulently opened in her name using her

Social Security number. She said the fraudsters used her maiden name and an outdated address

2 Class Counsel will direct the Settlement Administrator to post this motion and the accompanying exhibits on the Settlement Website no later than April 18, 2019. Class Counsel will respond to any objections by June 21, 2019, at the same time Plaintiffs file their motion for final approval of the Settlement.

3 NBEO disputes that it was the source of the breach and that class members were harmed through any of its actions or inactions. NBEO also disputes that it is the only entity that is in possession of the class members’ information. Finally, NBEO contends that the Chase Amazon Visa fraud was wide-spread and not simply limited to the optometry community. NBEO nevertheless supports the Settlement and does not oppose Class Counsel’s request for attorneys’ fees, costs, and expenses, or for Service Awards.

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she resided at in optometry school. She believed the only organization with this information was

NBEO. She also said she had been in contact with many other optometrists who had also recently experienced Chase Amazon Visa card fraud, as well as other types of fraud. Siegel

Decl., ¶ 5. Class Counsel has since communicated with over 250 optometrists from 41 states, who have each relayed similar experiences. Id. Class Counsel has investigated each of their circumstances, including reviewing the information used by fraudsters to commit the fraud, the information the optometrists used to register for exams with NBEO, the forms of fraud being committed, and whether they had been victims of any other data breaches. Counsel prepared detailed case intake forms for each of them, creating a repository of detailed information about the data breach and its effects. Id. Class Counsel has also monitored activity in the Facebook group formed by Plaintiff Nelson as a means for the optometry community to discuss the breach and how to best deal with its fraudulent effects. That group currently has over 4,700 members.

For over two years, Counsel have provided periodic detailed updates to their clients and other class members about the status of litigation. Id.

After the initial round of Chase Amazon Visa card fraud, the fraud perpetrated on the optometry community expanded to multiple other forms of fraud. In particular, while optometrists are continuing to this day to learn that Chase Amazon Visa cards are being applied for in their names, many have also learned that other accounts are being fraudulently applied for or opened in their names, including GreenDot debit cards, PayPal business accounts, Synchrony

Bank cards, and Discover cards using personal information contained in NBEO’s data systems

(and for many optometrists, only in NBEO’s data systems). Some have also had fraudulent tax returns filed in their names, fraudulent charges made on existing credit cards, and their identities stolen to obtain medical care. The breach has affected recent exam-registrants and those that

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submitted their personal information to NBEO even more than 30 years ago. Many victims provided NBEO with unique information that was not provided to any other entity, and it was this information that fraudsters used to commit identity theft. Id. at ¶ 6.

On August 30, 2016, Class Counsel filed the first class action complaint in this litigation on behalf of Plaintiffs Rhonda L. Hutton, O.D., and Tawny P. Kaeochinda, O.D., and all others similarly situated. Plaintiffs allege they were victims of identity fraud after their personal information was compromised in a breach of NBEO’s data systems. ECF No. 1. Plaintiffs alleged claims for negligence, breach of contract, breach of implied contract, and for violation of

California consumer protection statutes. Id. On September 17, 2016, Plaintiff Nicole Mizrahi,

O.D., on behalf of herself and all others similarly situated, filed a complaint in this Court making the same allegations and asserting claims for negligence, breach of contract, breach of implied contract, and unjust enrichment. Case No. 16-3146 (“Mizrahi”), ECF No. 1. Mizrahi was filed by attorney Michael Liskow.

On October 22, 2016, NBEO moved to dismiss all the claims in both cases under Federal

Rules of Civil Procedure 12(b)(1) and 12(b)(6) or, in the alternative, to strike some of the allegations pursuant to Rules 12(f) and 23(d)(1)(D), and on November 2, 2016, it moved to consolidate those cases. ECF Nos. 11, 12; Mizrahi, ECF Nos. 9, 10. On November 10, 2016,

Plaintiffs filed their oppositions to NBEO’s motion. ECF No. 15; Mizrahi, ECF. No. 13. In the

35-page opposition, Class Counsel analyzed the newly evolving and diverging standing analysis in the data breach context, canvassing the case law nationwide. The opposition also argued that

NBEO owed a duty to protect Plaintiffs’ personal information, over NBEO’s argument that no such duty should be recognized; that the economic loss doctrine did not apply on the facts alleged; and that Plaintiffs stated a claim for breach of contract and for violation of California

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consumer protection statutes. On March 22, 2017, this Court granted NBEO’s motion to dismiss pursuant to Rule 12(b)(1) for lack of standing, and denied as moot the motions to consolidate and the pending motions to dismiss and to strike to the extent they were premised on other rules. ECF

No. 19.

On April 19, 2017, Plaintiffs appealed that decision to the U.S. Court of Appeals for the

Fourth Circuit. See Appeal Nos. 17-1506 and 17-1508. On June 19, 2017, Plaintiffs filed their consolidated brief in Hutton and Mizrahi asserting that Plaintiffs has sufficiently alleged injury in fact, that their injuries were fairly traceable to NBEO’s failure to secure their personal information, and that Plaintiffs’ injuries could be redressed by an award of damages. On July 17,

2017, NBEO filed its appellee brief; and on July 31, 2019, Plaintiffs filed their consolidated reply. On January 23, 2018, Mr. Siegel argued the appeal before a panel of the Fourth Circuit

Court of Appeals.

While the appeal was pending, Class Counsel continued to intake affected class members and began preparing a second class action complaint as a backstop to the pending Fourth Circuit appeal that included significant additional factual support and details tying the source of the breach to NBEO. Siegel Decl., ¶ 10. On July 14, 2017, that complaint was filed on behalf of

Plaintiffs Brenda Liang, O.D., Jessica Olendorff, O.D., Kristine Fergason, O.D., Julie Wolf,

O.D., Camilla Dunn, O.D., Mark Garin, O.D., Natalie West, O.D., Andrea Robinson, O.D.,

Priscilla Pappas-Walker, O.D., and Lauren Nelson, O.D., and all others similarly situated. Case

No. 17-1964 (“Liang”), ECF No. 1. Plaintiffs alleged claims for negligence, breach of contract, breach of implied contract, unjust enrichment, and for violations of sixteen state consumer protection or data breach notification statutes. Id. On September 7, 2017, NBEO again moved to dismiss Plaintiffs’ claims pursuant to Rule 12(b)(1) and 12(b)(6). Id., ECF No. 25. On October 5,

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2017, Plaintiffs filed a 50-page opposition brief arguing that standing was satisfied on Plaintiffs’ more detailed factual allegations and that Plaintiffs stated each of the elements of their substantive claims, including their right to assert claims under the sixteen consumer protection statutes at issue. Plaintiffs also argued that the economic loss doctrine did not apply, requiring them to engage in analysis of the laws of each of the ten Named Plaintiffs’ home states. Id., ECF

No. 34. On December 18, 2017, this Court stayed Liang pending the resolution of the Fourth

Circuit appeal, concluding the outcome of that appeal would govern further proceedings in that case. Id., ECF No. 36.

On June 12, 2018, the Fourth Circuit issued an opinion vacating and remanding this

Court’s order dismissing the Hutton and Mizrahi cases for lack of standing. The Court of

Appeals concluded the Plaintiffs had sufficiently alleged injury in fact that was fairly traceable to

NBEO for the purposes of Article III standing. See Appeal No. 17-1506, Doc. 33; Hutton v. Nat’l

Bd. of Examiners in Optometry, Inc., 892 F.3d 613, 616 (4th Cir. 2018). The Court of Appeals issued its mandate on July 5, 2018. See Appeal No. 17-1506, Doc. 35.

On July 13, 2018, the Court lifted the stay in the Liang matter, ECF No. 38, and on

September 28, 2018, the Court entered its order denying NBEO’s motion to dismiss the Liang complaint pursuant to Rules 12(b)(1) and (b)(6). ECF No. 40. On October 3, 2018, the Court likewise denied NBEO’s motions to dismiss the Hutton and Mizrahi complaints under 12(b)(6) and its alternative motion to strike certain allegations. ECF No. 31. On November 12 and 15,

2018, NBEO filed its Answers to Plaintiffs’ Complaints. ECF No. 38; Liang, ECF No. 43;

Mizrahi, ECF No. 33. On November 30, 2018, this Court consolidated Hutton, Liang, and

Mizrahi under case number 16-3025. ECF No. 40. On December 18, 2018, this Court entered the

Scheduling Order that would govern the consolidated proceedings, and Class Counsel initiated

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the discovery process the same day.

Following the Fourth Circuit’s decision, the Parties began discussion of potential resolution of this case. On October 8, 2018, the Parties participated in a full-day mediation in

Baltimore, Maryland before a mediator experienced in complex litigation and data breach litigation, Cathy Yanni of JAMS ADR. Although the Parties were unable to reach an agreement at that session, they continued to engage in settlement discussions through Ms. Yanni and directly between counsel, including negotiating a Memorandum of Understanding containing the essential terms of a settlement. Siegel Decl., ¶ 14. During this period, the Parties exchanged preliminary discovery about the size and scope of the class, possible business practices changes by NBEO, the merits of Plaintiffs’ claims, and potential mechanisms to mitigate future harm, including evaluating multiple purveyors of credit monitoring services to determine the best product. Id. On January 16, 2019, the Parties participated in a second in-person mediation before

Ms. Yanni in Chicago, this time agreeing to the essential terms of a settlement in principle, including accepting the mediator’s proposal of the $3.25 million cash fund, memorialized by a

Memorandum of Understanding. On February 28, 2019, the Parties entered into the proposed

Settlement that is now before this Court. Id.

On March 4, 2019, Plaintiffs’ filed their unopposed motion to permit notice of the

Counsel pursuant to Rule 23(g)(3), appointed Heffler Claims Group as Settlement Administrator and approved the Parties’ proposed form, content and method of providing notice to class

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members, set deadlines for class members to object to or exclude themselves from the

Settlement, and set a Final Approval hearing for July 12, 2019. Id.

Direct mail and email notice began issuing to the class on March 28, 2019, informing class members of the terms of the Settlement, including how to submit a claim for cash reimbursement for out of pocket losses and time spent remedying issues related to the breach, and for credit monitoring. The notice informed class members that Class Counsel would seek their attorneys’ fees from the Settlement Fund in an amount up to thirty percent of the Settlement

Fund, reimbursement for costs and expenses of the litigation from the Settlement Fund of up to

$125,000, and that this motion would be filed no later than April 17, 2019, and made available on the Settlement Website. The notice also informed class members that service awards of

$2,000 for each Named Plaintiff would be sought. The notice further informed class members that the deadline to submit an objection to the Settlement, or exclude themselves therefrom, is

May 8, 2019. Siegel Decl., ¶ 16.

As of this filing, over 3,000 claims have been submitted, with nearly 12 weeks remaining to submit claims. Class Counsel continues to assist class members with filing claims and answering questions regarding the Settlement. Id. at ¶ 17.

III. SUMMARY OF THE RESULTS ACHIEVED THROUGH THE SETTLEMENT

A. The Settlement Class

The Parties’ proposed settlement will provide benefits to all members of the following

Settlement Class:

All individuals who had their Personal Information stored on NBEO’s systems prior to or as of November 15, 2018.4

4 “Personal Information” is defined in paragraph 25 of the Agreement as an individual’s name combined with his or her nine-digit Social Security number. Excluded from the Settlement Class are: (i) NBEO; (ii) any entity in which NBEO has a controlling interest; (iii) NBEO’s officers, directors, legal representatives, successors, subsidiaries, and assigns; (iv) any judge, justice, or 9

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Agreement, ¶ 33. According to NBEO’s records, the Settlement Class consists of 61,014 individuals. See Siegel Decl., ¶ 18.

B. The Settlement Benefits

1. Cash Settlement Fund

NBEO has agreed to fund a non-reversionary cash settlement fund in the amount of

$3,250,000. The Settlement Fund will be used to pay for the following benefits to the Settlement

Class:

a. Reimbursement for Attested Time

The first component of the Settlement is reimbursement for time spent remedying issues related to the data breach. See Agreement, ¶ 49. Settlement Class Members can make a claim for reimbursement for up to 40 hours at $25 per hour, subject to a total individual cap when combined with Out-of-Pocket Losses of $7,500. To the best of Class Counsel’s knowledge, the amount recoverable under this Settlement for time spent remedying issues is more than any other data breach settlement in history, and is a significant benefit, especially to those class members who were forced to take time out of their busy professional lives to address issues stemming from the alleged breach but who may not otherwise have a loss. Siegel Decl., at ¶ 19.

b. Reimbursement of Out-of-Pocket Losses

The second component of the Settlement is reimbursement of out-of-pocket losses and unreimbursed charges fairly traceable to the data breach up to $7,500 per individual (“Out-of-

Pocket Losses”). See Agreement, ¶¶ 47-48. The “fairly traceable” standard will allow class members to be compensated for a broad range of harm likely to flow from the data breach. See judicial officer presiding over the Actions and the members of their immediate families and judicial staff; and (v) any individual who timely and validly opts-out from the Settlement Class. Agreement, ¶ 33.

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Siegel Decl., ¶ 20. Examples of Out-of-Pocket Losses that are eligible for reimbursement through the Settlement include:

 Unreimbursed costs associated with fraud or identity theft;

 Professional fees including attorneys’ fees, accountants’ fees and fees for credit repair services;

 Miscellaneous expenses such as notary, fax, postage, copying, mileage, and long- distance telephone charges;

 Costs of credit monitoring or other identity theft protection services incurred after June 1, 2016;

 Costs associated with freezing or unfreezing credit with any credit reporting agency.

See Exhibit 2 to Agreement, Claim Form.

The documentation necessary to establish Out-of-Pocket Losses is not overly burdensome and can consist of documents such as receipts from third parties, highlighted account statements, phone bills, gas receipts, and postage receipts, among other relevant documentation. See id. If the claim is rejected for any reason, there is also a consumer-friendly appeals process whereby claimants will have the opportunity to cure any deficiencies in their submission or request an appeal if the Settlement Administrator determines a claim for Out-of-Pocket Losses is deficient in whole or part. Agreement, ¶¶ 51-52.

c. Three-Bureau Credit Monitoring Services

The Settlement will also make available to all class members a robust monitoring service through Identity Guard’s IG Total Plan (“Credit Monitoring Services), which retails for $19.99 per month.5 Siegel Decl., ¶ 23. The Credit Monitoring Services are available to all class members regardless of whether they submit a claim for Out-of-Pocket Losses or Attested Time and include

5 https://www.identityguard.com/plans/total.html

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the following features:

 Three-bureau credit monitoring providing notice of changes to the consumer’s credit profile with Equifax, Experian, and TransUnion;

 Up to $1 million dollars reimbursement insurance from AIG covering losses due to identity theft or fraud;

 Real time instant authentication alerts when someone attempts to make a change to the consumer’s personal account information within Identity Guard’s network;

 LexisNexis Authentication Alerts utilizing LexisNexis’ database of legal, governmental and newsworthy incidents (for example, the system searches payday-loan providers and court records, and also monitors the top ten largest U.S. financial institutions, for attempted or actual fraudulent use of the user’s information);

 Dark Web Monitoring providing notification if the consumer’s information such as Social Security number, credit card numbers, financial account numbers, and health insurance number are found on the Dark Web;

 Threat Alerts powered by IBM “Watson” providing proactive alerts about potential threats relevant to the consumer found by IBM Watson’s artificial intelligence, for instance: breaches, phishing scams, and malware vulnerabilities;

 Customer support and victim assistance provided by Identity Guard;

 Anti-phishing and safe Apps for iOS & Android Mobile devices; and

 Safe browsing software for PC & Mac to help protect the consumer’s computer against malicious content.

Id.; Agreement, ¶ 66.

The Credit Monitoring Services provide significant value to the class. While the Parties were able to secure discounted pricing due to the size of the class, the actual market value of this settlement benefit can fairly be estimated at approximately $720 per class member ($19.99 per class member for 36 months), or almost $44 million in services made available to the class as a whole. Siegel Decl., ¶ 23. Class members will be encouraged to sign up for Credit Monitoring

Services, which are available to every class member regardless of harm experienced to date.

Class members will be able to claim the services easily—they can submit and return their Claim

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Form by U.S. Mail electing to enroll in these services, or submit their Claim Form online at the settlement website maintained by the Settlement Administrator. ECF No. 44 at Exhibit C, ¶ 4.

d. Identity Restoration Services

The fourth component of the Settlement is identity restoration services. Agreement, ¶ 67.

All Settlement Class Members, even those who do not enroll in Credit Monitoring Services or otherwise submit a claim, will be entitled to utilize identity restoration services through Identity

Guard by referencing an engagement code (“Identity Restoration Services”). This coverage provides class members with access to fraud resolution specialists who can assist with important tasks such as placing fraud alerts with the credit bureaus, disputing inaccurate information on credit reports, scheduling calls with creditors and other service providers, and working with law enforcement and government agencies to dispute fraudulent information. See Siegel Decl., ¶ 24.

The Identity Restoration Services will be available for a period of three years from the Effective

Date. Id.

e. Attorneys’ Fees, Costs, and Expenses and Service Awards

Pursuant to the Settlement Agreement and subject to the approval of the Court, the

Settlement Fund will be used to pay for an award of attorneys’ fees and expenses and service awards for the 13 Named Plaintiffs, as sought by Class Counsel with this motion.

f. Expenses for Settlement Administration

The Settlement Fund will also pay for expenses for administering the Settlement. These include the costs incurred by the Settlement Administrator in providing notice and processing

Settlement claims. Agreement, ¶ 45. The estimated cost of the notice and claims administration is between $150,000-160,000. ECF No. 44 at Exhibit C, ¶ 20.

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g. The Settlement Fund is Non-Reversionary

Based on the experience of Class Counsel, the funds available in the Net Settlement Fund will likely be more than sufficient to compensate all class members for losses stemming from the alleged breach.6 If there are funds remaining in the Settlement Fund after the initial claims period, then there will be a second six month claims period during which class members can seek reimbursement for out-of-pocket losses incurred after the initial claims deadline (the “Tail

Period”). Agreement, ¶¶ 39, 61. If payments for claims made during the Tail Period do not exhaust the remaining funds, then any remaining funds shall be distributed to class members who submitted an approved claim for Out-of-Pocket Losses or Attested Time during the Claims

Period, subject to the individual aggregate cap of $7,500. Id. at ¶ 64. If any funds remain after this process, they will be distributed to class members who enrolled in Credit Monitoring

Services but did not submit a claim for Out-of-Pocket Losses or Attested Time. Id. at ¶¶ 64-65.

This process will ensure that all Settlement funds directly benefit the Settlement Class, and there will be no reversion to NBEO.

2. Business Practice Changes

As an additional important benefit of the Settlement, NBEO has agreed to adopt and implement security practices to help protect the personal information of its exam-takers. This will include at least the following business practices changes for a period of at least three (3) years following the Effective Date, except where otherwise provided:

 Risk Assessment – Within forty-five (45) days after the Court grants final settlement approval, NBEO will retain and pay for an independent security firm, which is both certified and accredited for security testing and best practices, to conduct a written risk assessment of NBEO’s data security and data retention practices. The written risk

6 In the event that the aggregate amount of payments for reimbursement of out-of-pocket losses and attested time exceeds the Net Settlement Fund, then claims for out-of-pocket losses will be paid first, with payments for attested time reduced on a pro rata basis. Agreement, ¶ 60.

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assessment shall be conducted applying guidance from the National Institute of Standards and Technology or another comprehensive and defined standard.

 Safeguard Design Resulting From Risk Assessment – NBEO will design and implement reasonable safeguards to manage the risks, if any, identified through the risk assessment. Following such implementation, NBEO shall provide to Class Counsel an affidavit confirming that the risk assessment was completed and that NBEO has implemented necessary steps to address the findings of the risk assessment based on the threat levels set forth in the assessment.

 Third-Party Compliance – NBEO shall require all third-party vendors engaged for purposes of data storage, retention, or security to adopt the same reasonable safeguards and data security and data retention practices adopted by NBEO.

 Vulnerability Assessment – NBEO will implement automated vulnerability scanning tools, including the implementation of an artificial intelligence cyber-defense solution, that cover all systems, regardless of operating system, database, or location, and set policies for prompt remediation of any discovered vulnerabilities.

 Security Program – NBEO will evaluate and adjust as reasonably necessary its systems on which exam-takers’ personal information is stored in light of: (i) the results of the testing and monitoring required by this Agreement; (ii) any material changes to its operations or business arrangements; or (iii) any other circumstances that it knows or has reason to know may have a material impact on the effectiveness of its security program.

 Review of Policies and Procedures – NBEO will periodically review and revise its policies and procedures addressing data security as reasonably necessary.

 Encryption – NBEO will encrypt all Personal Information stored in databases maintained by NBEO with certificate-based AES 256 encryption.

 Social Security Numbers – In perpetuity, NBEO will no longer store full nine-digit Social Security Numbers in its electronic databases.

 Purge Historical SSNs – NBEO will delete and purge all historical exam-takers’ full nine-digit Social Security Numbers stored in its electronic databases.

 Firewall Implementation – NBEO will place all systems containing exam-takers’ personal information behind application firewalls and block unauthorized traffic.

 Limit Remote Access of NBEO Employees – NBEO will limit remote access of NBEO employees based on need and job description aside from the system administrators. Remote access may be granted to an employee due to a medical condition or in response to a catastrophic event or emergency requiring NBEO to function off-site.

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 Limit Access Privileges of NBEO Employees – NBEO will limit access for NBEO employees based on need and job description.

 Implement Password Policies – NBEO will verify, and have management attest, that all default passwords are changed to follow password policies that comply with best practices.

 Employee Education and Training – NBEO will maintain a program to educate and train its employees on the importance of the privacy and security of exam-takers’ personal information. All employees will be required to attend annual in-person security awareness training.

Agreement, ¶ 69.

Because NBEO continues to store exam-takers’ information to allow for the transfer of optometrist credentials from one state to another, this relief has value to all class members as it will help protect class members’ information going forward. Siegel Decl., ¶ 25.

IV. CLASS COUNSEL’S ATTORNEYS’ FEE REQUEST SHOULD BE APPROVED.

A. Legal Standard for Awarding Attorneys’ Fees

Federal Rule of Civil Procedure 23(h) provides that in a certified class action, the court may award reasonable attorneys’ fees “that are authorized by law or by the parties’ agreement.”

In this case, where Class Counsel has created a $3,250,000 common fund for the Settlement

Class, the common fund doctrine entitles Class Counsel to a reasonable attorney’s fee from the fund. See Jernigan v. Protas, Spivok & Collins, LLC, No. CV ELH-16-03058, 2017 WL

4176217, at *2 (D. Md. Sept. 20, 2017) (“[T]he ‘common-fund doctrine’ entitles ‘a litigant or a lawyer who recovers a common fund for the benefit of persons other than himself or his client ... to a reasonable attorney’s fee from the fund as a whole.’”) (emphasis in original) (quoting U.S.

Airways, Inc. v. McCutchen, 569 U.S. 88, 96 (2013); Boeing Co. v. Van Gemert, 444 U.S. 472,

478 (1980)); Mills v. Electric Auto-Lite Co., 396 U.S. 375 (1976) (“To allow the others to obtain full benefit from the plaintiff’s efforts without contributing equally to the litigation expenses, would be to enrich the others unjustly at the plaintiff’s expense.”). And pursuant to the 16

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Settlement Agreement, Class Counsel seeks a fee of 30% of the Settlement Fund, which NBEO does not oppose. Agreement, ¶ 98.

“In a class action, ‘there are two methods commonly used for calculating an attorney’s fee award: the lodestar method and the ‘percentage of recovery’ method.’” Jernigan, 2017 WL

4176217, at *2 (quoting Decohen v. Abbasi, LLC, 299 F.R.D. 469, 481 (D. Md. 2014)). “With either method, the goal is to make sure that counsel is fairly compensated.” Id. In a common fund case like this one, courts prefer the percentage of the recovery method for determining a reasonable fee. Id. (citing Decohen, 299 F.R.D. at 481; In re Diet Drugs, 582 F.3d 524 (3d Cir.

2009)); Boyd v. Coventry Health Care Inc., 299 F.R.D. 451, 462 (D. Md. 2014); Jones v.

Dominion Res. Servs., Inc., 601 F. Supp. 2d 756, 758-59 (S.D.W.Va. 2009) (“[O]verwhelmingly, courts prefer the percentage method.”); Manual for Complex Litigation § 14.231 (4th ed. 2011)

(reporting that “the vast majority of courts of appeals now permit or direct district courts to use the percentage method in common-fund cases”). “In particular, the ‘percentage of the recovery method involves an award based on a percentage of the class recovery, set by the weighing of a number of factors by the court.’” Id. (quoting Whitaker v. Navy Fed. Credit Union, RDB-09-

2288, 2010 WL 3928616, at *4 (D. Md. Oct. 4, 2010)). “[T]he percentage method is more efficient and less burdensome than the traditional lodestar method, and offers a more reasonable measure of compensation for common fund cases.” Id. at *3. “An attractive aspect of the

‘percentage of recovery’ method is its results-driven nature which ‘ties the attorneys’ award to the overall result achieved rather than the hours expended.” Id.

Courts in this Circuit sometimes employ a lodestar multiplier cross-check to ensure the reasonableness of the percentage-based award. Id. at *3. “Under the lodestar method, the appropriate fee award is determined by multiplying the reasonable hourly rate by the number of

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hours reasonably expended.” Id. (citing McAfee v. Boczar, 738 F.3d 81, 88 (4th Cir. 2013)). “The purpose of a lodestar cross-check is to determine whether a proposed fee award is excessive relative to the hours reportedly worked by counsel, or whether the fee is within some reasonable multiplier of the lodestar.” Id. “Notably, where the lodestar fee is used as a mere cross-check to the percentage method of determining reasonable attorneys’ fees, the hours documented by counsel need not be exhaustively scrutinized by the district court.” Id. (internal quotations omitted).

B. Class Counsel’s Request for Thirty Percent of the Settlement Fund is Reasonable.

As courts in this District have recognized, “[f]ees awarded under ‘the percentage-of- recovery’ method in settlements under $100 million have ranged from 15% to 40%.” Jernigan,

2017 WL 4176217, at *3 (collecting cases); Singleton v. Domino’s Pizza, LLC, 976 F. Supp. 2d

665, 684-86 (D. Md. 2013); see also Boyd, 299 F.R.D. at 464 (“Attorneys’ fees awarded under

[this] method are generally between twenty-five (25) percent and thirty (30) percent of the fund.”) (citing Manual for Complex Litigation, § 14.121). An award in the higher end of the range is more likely to be approved when the fund is relatively small. Boyd, 299 F.R.D. at 464-

65. Courts in this District frequently approve attorneys’ fee awards of 40% of the settlement fund. See Jernigan, 2017 WL 4176217, at *5; Bradshaw v. Hilco Receivables, LLC, 10-0113-

RDB (D. Md. May 24, 2012); Veiga v. Suntrust Bank, 09-2815-PGW (D. Md. Feb. 23, 2011);

Baker v. Sunshine Financial Group, LLC., 11-02028-PWG (D. Md. Oct. 26, 2012); Tyeryar v.

Main St. Acquisition Corp., 11-00250-CCB (D. Md. Oct. 26, 2012); Castillo v. Nagle & Zaller,

P.C., 12-02338-WDQ (D. Md. July 25, 2013). Accordingly, Class Counsel’s request for an award of 30% of the fund in this case fits comfortably within the range deemed reasonable.

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For comparison, in non-class action cases, a typical contingent fee arrangement provides that the attorney representing the plaintiff receives 25 to 50 percent of the plaintiffs’ recovery, exclusive of costs. Siegel Decl. ¶ 33. Moreover, Class Counsel often represents sophisticated businesses in complex commercial litigation on a contingency basis, where these business clients commonly agree to pay fees amounting to 35 to 50 percent of any recovery. Id. This fact is relevant to determining the appropriateness of the award here because the Court’s ultimate task is to approximate the reasonable fee that a competitive market would bear. See Gaskill v. Gordon,

160 F.3d 361, 363 (7th Cir. 1998) (“When a fee is set by a court rather than by contract, the object is to set it at a level that will approximate what the market would set.”); cf. Temp. Servs.,

Inc. v. Am. Int’l Grp., Inc., No. 3:08-CV-00271-JFA, 2012 WL 13008138, at *8 (D.S.C. July 31,

2012) (stating market rate for contingency percentage in private case is relevant for determining reasonable rate in class context, noting a 1/3 fee is common in such cases with an upward adjustment to 40% in the event of an appeal); Collins v. United Pacific Ins. Co., 315 Md. 141,

154, 553 A.2d 707, 713 (Md. 1989) (finding that one-third contingent fee is customary and reasonable in Maryland). Because 30% is at or below the percentage typically awarded in contingency litigation, and is at or below rates reflected in the market for contingency litigation,

Class Counsel’s request for 30% of the Settlement Fund is reasonable and should be approved.

C. On a Lodestar Cross-check, Class Counsel’s Fee Request Approximates Class Counsel’s Lodestar, and Produces a Negative Multiplier When All Counsel’s Time is Considered.

A lodestar cross-check supports Class Counsel’s request for 30% of the fund. On a lodestar cross-check, “courts have generally held that lodestar multipliers falling between 2 and

4.5 demonstrate a reasonable attorneys’ fee.” Jernigan, 2017 WL 4176217, at *3; Goldenberg v.

Marriott PLP Corp., 33 F. Supp. 2d 434, 439 (D. Md. 1998).

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From the inception of the case through April 15, 2019, Class Counsel utilized the firm’s standard billing practices to track and maintain contemporaneous time records for all timekeepers in 6-minute increments. Siegel Decl., ¶ 27. In anticipation of this motion, Class

Counsel (and separately Mr. Liskow, for the time his firms submitted) personally reviewed all of the time entries billed to their respective cases and exercised billing judgment to exclude hours that, in their professional judgment, were excessive, duplicative, or otherwise could not be billed to a fee-paying client.7 Siegel Decl., ¶ 29. After conducting a full review and exercising discretion where necessary, Class Counsel and the attorneys and staff at Stueve Siegel Hanson have spent a combined 1,475.10 hours prosecuting this case; Mr. Liskow and his firms have spent an additional 316.20 hours prosecuting the case; and the law firm of Hassan Zavareei of

Tycko & Zavareei LLP, who served as local counsel in the case, reported an additional 12.70 hours. Siegel Decl., ¶¶ 27-28; Liskow Decl., ¶ 3 & Exhibit 1 at ¶ 3.

The time spent was reasonable and necessary in achieving the successful outcome here.8

Siegel Decl., at ¶ 30; Liskow Decl., ¶ 3 & Exhibit 1 at ¶ 3. Class Counsel’s hourly rates range from $745-$935 for partners, $575 for of counsel, and $525 for associates. Siegel Decl., at ¶ 27.

Class Counsel’s hourly rates have been consistently approved as reasonable by courts in other cases. Id. at ¶¶ 31-32. This time produces a lodestar of $967,313.10 (id. at ¶ 27); counsel for

Mizrahi has reported additional lodestar of $163,343.50 (Liskow Decl., ¶ 3 & Exhibit 1 at ¶ 3); and Tycko & Zavareei LLP has reported additional lodestar of $6,104.60 (Siegel Decl., ¶ 28),

7 Class Counsel exercised billing judgment to exclude 33.40 hours from the hours used in the calculation. Siegel Decl., ¶ 29.

8 When the lodestar is used only as a cross-check on the percentage method, “the hours documented by counsel need not be exhaustively scrutinized by the district court.” Jernigan, 2017 WL 4176217, at *3. However, if requested, Class Counsel’s detailed daily time records can be provided to the Court for inspection in camera. Siegel Decl., ¶ 29.

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bringing the total lodestar to $1,136,761.20, or a lodestar multiplier of 0.86.9 This multiplier is well below those approved as reasonable in other cases, confirming the reasonableness of Class

Counsel’s request for 30% of the Settlement Fund. In addition, Class Counsel will commit time bringing this matter to a successful resolution. Based on their experience in other class actions of similar size and scope, Class Counsel anticipates that an additional 250 to 500 hours will be spent preparing and arguing the motion for final approval and overseeing claims distribution during a multi-year claims period. Still more time will be required if an appeal is taken from the final judgment. Siegel Decl., ¶ 35. Therefore, the lodestar multiplier will continue to decrease until the Settlement is fully administered. Thus, whether using the multiplier as of this submission, or the anticipated multiplier, Class Counsel’s request is reasonable, and as demonstrated below is further supported by the factors considered in assessing a reasonable fee.

D. The Relevant Factors Support Class Counsel’s Fee Request.

Courts in this Circuit analyze the following factors when determining whether to approve an award based on a particular percentage of the fund: (1) the results obtained for the class; (2) the quality, skill, and efficiency of the attorneys involved; (3) the risk of nonpayment; (4) objections by members of the class to the settlement terms and/or fees requested by counsel; (5) awards in similar cases; (6) the complexity and duration of the case; and (7) public policy.

Jernigan, 2017 WL 4176217, at *4; Boyd, 299 F.R.D. at 462. These “factors need not be applied in a formulaic way because each case is different, and in certain cases, one factor may outweigh the rest.” Id. (internal quotations omitted).

9 The District of Maryland’s Rules and Guidelines for Determining Attorneys’ Fees in Certain Cases do not apply here because Class Counsel is not seeking a fee as a prevailing party, but rather, under the equitable common fund theory and as agreed to by the Parties in the Settlement. In any event, even if the hourly rates set forth in those Guidelines applied here on the lodestar cross-check, Plaintiffs’ Counsel’s total lodestar would result in a multiplier of 1.56, still below the range generally deemed reasonable.

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1. Class Counsel Obtained Excellent Results for the Class.

The results Class Counsel obtained through the Settlement address the key forms of harm data breach victims incur, providing an excellent result for the class. First, class members can submit claims for reimbursement for time spent remedying issues related to the data breach for up to 40 hours at $25 per hour. See Part III, supra. This amount of recovery for undocumented time spent is more than any other data breach settlement in history, and is a significant benefit where a primary component of the harm is caused from the necessity of spending time dealing with issues stemming from the data breach, such as disputing fraudulent accounts, or freezing one’s credit. Siegel Decl., ¶ 19.

Second, class members can submit claims for out-of-pocket losses caused by the data breach of up to $7,500. See Part III, supra. When a victim incurs out-of-pocket expenses relating to a data breach, it is typically associated with seeking advice about how to address the breach

(e.g., paying for professional services), paying incidental costs associated with identity theft or fraud (e.g., overdraft fees or costs for sending documents by certified mail), or taking mitigative measures like paying for credit monitoring or credit freezes. As such, the out-of-pocket expenses associated with a data breach are generally relatively modest, and rarely exceed several hundred dollars. When victims spend more than this amount, it is typically associated with paying for professional services such as accountant or attorneys’ fees. ECF No. 44-2 at ¶ 24. The potential

$7,500 recovery means that class members who submit a claim will likely be able to recoup the entirety of their out-of-pocket losses.

Third, the three years of credit monitoring made available to the class provides additional important value. See Part III, supra. A key form of protection for data breach victims is having the opportunity to monitor their credit files in real time and, if necessary, address any unusual activity before potential fraud occurs or expands. In this case, the Parties negotiated a high-level 22

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credit monitoring product that provides real-time three-bureau monitoring along with a $1 million individual insurance policy and additional features outlined above. These services have a market value of approximately $720 per class member ($19.99 per class member for 36 months), or almost $44 million in services made available to the class as a whole. Siegel Decl., ¶ 23.

Fourth, the identity restoration services made available to all class members, whether or not they submit a claim, is another valuable benefit. See Part III, supra. When identify fraud occurs, being able to quickly mitigate that fraud with help from specialists who know how to navigate the various creditors and law enforcement entities involved, is vital to clearing the fraudulent activity from the victim’s credit. By including this benefit, class members can do nothing and still receive assistance in case they experience fraud or identity theft at any time within three years after the Effective Date. Siegel Decl., ¶ 24.

Fifth, the business practice changes NBEO will undertake as part of the Settlement are aimed at significantly reducing the likelihood that another data breach will result in the theft of exam-takers’ sensitive personal information. See Part III, supra. Class Counsel has not placed a dollar value on this injunctive relief, but it provides significant value to the class, and is vital to protecting exam-takers’ information going forward. See In re Target Corp. Customer Data Sec.

Breach Litig., 892 F.3d 968, 974 n.6 (8th Cir. 2018) (in data breach settlement “the injunctive relief offered under the settlement has value to all class members”); Siegel Decl., ¶ 25.

These results are excellent given that the relief obtained meets Plaintiffs’ litigation goals, is tailored to the facts of this case, and includes multiple forms of relief that would not otherwise be available at trial. This factor supports approval of Class Counsel’s fee request.

2. The Quality, Skill, and Efficiency of Class Counsel Supports the Requested Fee Award.

Class Counsel are highly experienced in litigating complex class actions, and are

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considered leaders in the field in data breach cases. Since the revelation of the Target data breach in late 2013, much of Class Counsel’s practice has been dedicated to representing victims of data breaches. Mr. Siegel co-founded the American Association for Justice’s Consumer Privacy and

Data Breach Litigation Group and previously served as the group’s co-chair. He is a nationally published author on emerging issues impacting data breach cases, and regularly speaks on data breach litigation issues. Class Counsel’s experience in data breach and consumer privacy cases includes Mr. Siegel’s appointment as a member of the executive committee in In Re: Target

Corporation Customer Data Security Breach Litigation, No. 14-md-2522 (D. Minn.) (involving breach affecting tens of millions of customers), before the Hon. Paul A. Magnuson (D. Minn.), and as co-lead counsel for the consumer plaintiffs in In Re: The Home Depot, Inc., Customer

Data Security Breach Litigation, No. 14-md-02583 (N.D. Ga.) (involving breach affecting more than 60 million customers). In the Home Depot litigation, Mr. Siegel served as the principal negotiator on behalf of the consumer class which resulted in a settlement that the presiding judge, the Honorable Thomas W. Thrash, referred to as an “exceptional result” and “the most comprehensive settlement achieved in large-scale data breach litigation.” In re The Home Depot,

Inc., Customer Data Sec. Breach Litig., No. 1:14-MD-02583-TWT, 2016 WL 11299474, at *1

(N.D. Ga. Aug. 23, 2016). In February 2018, Mr. Siegel was appointed as co-lead counsel in In re Equifax, Inc. Customer Data Security Breach Litigation, MDL No. 2800, 1:17-md-2800-TWT

(Doc. 232), widely considered to be the most significant corporate data breach in U.S. history.

Siegel Decl., ¶ 39.

In addition to other active cases, Stueve Siegel attorneys have also served as class counsel in smaller data breach cases including Hapka v. CareCentrix, Case No. 16-2372-CM-

KGG (D. Kan.) (breach involving “spoofing” scam whereby employees’ W-2s were sent to

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unauthorized party) and Pagoaga v. Stephens Institute d/b/a Academy of Art University, Case

No. CGC 16-551952 (Superior Court of the State of California, County of San Francisco) (data breach involving W-2 information of thousands of employees). Id. Mr. Moore has worked closely with Mr. Siegel in each of these cases and has developed considerable expertise in this practice area. He has particular insight on the types of relief viewed as beneficial to victims of a data breach, having led nationwide plaintiff vetting efforts in several data breach MDLs and having interviewed thousands of data breach victims over the last five years. The Settlement in this case was specifically structured to include the types of relief that data breach victims are most likely to find beneficial. Id. at ¶ 40.10

Class Counsel provided high quality and skilled representation for the class. Because of their experience in the data breach field, numerous optometrists contacted the firm within weeks of the fraud starting seeking advice and representation. Counsel investigated the circumstances of each fraudulent event and developed the firm conviction that the source of the breach was

NBEO. Because of the extreme nature of the fraud that was being perpetrated, Counsel believed it was important to address the matter quickly. When it became apparent that NBEO did not agree that its databases had been breached, Counsel prepared and filed a lawsuit, and attempted to immediately commence discovery and obtain the results of an investigation NBEO said it conducted. When the first complaint was dismissed for lack of Article III standing, Counsel successfully appealed that decision to the Fourth Circuit, and in the meantime, filed an additional

10 Likewise, Ms. Mizrahi’s counsel, Michael Liskow of The Sultzer Law Group, has extensive experience litigating complex class actions on behalf of plaintiffs, including acting as co-lead counsel in the data breach class action Bokelman v. FCH Industries, Inc., Civil No. 18-00209 RJB-RLP (D. Haw.) (final approval hearing for settlement scheduled May 3, 2019). Liskow Decl., ¶ 4.

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lawsuit providing more factual details learned from Counsel’s continued investigation to keep the case moving efficiently toward obtaining relief for the class.

Class Counsel’s experience litigating class actions, particularly in the data breach field, allowed them to fully understand the issues attendant to such litigation, properly value the risks of continued litigation compared to benefits derived from the Settlement, and efficiently resolve this case in a manner that achieves all of the goals of the litigation. Siegel Decl., ¶¶ 38-44. Thus, this factor supports approval of the requested 30% of the $3,250,000 fund.

3. The Risk of Non-Payment was High.

It would not have been economically feasible for Plaintiffs to retain lawyers on an hourly basis or to pay the costs of litigation, which would quickly surpass the amount in controversy for an individual plaintiff. As a result, Stueve Siegel Hanson undertook the representation of

Plaintiffs and the class on a fully contingent basis, and would recover no amount for expenses or time incurred unless the case succeeded. See Siegel Decl., ¶ 36. This fact supports approval of the requested fee award. See In re Abrams & Abrams, P.A., 605 F.3d 238, 246 (4th Cir. 2010)

(recognizing the importance of contingency fee litigation to our legal system, stating “[a]ccess to the courts would be difficult to achieve without compensating attorneys for [the significant risk of loss to the attorneys taking a case]”). Furthermore, Class Counsel undertook this commitment in pursuit of relief against a non-profit entity with limited financial resources, increasing the risk that they would not recover their time and expenses spent on the litigation. In addition, data breach litigation in particular is especially risky because it is relatively new, with a path to class- wide monetary judgment remaining untrodden. Historically, data breach cases have faced substantial hurdles even in making it past the pleading stage. See Hammond v. The Bank of N.Y.

Mellon Corp., No. 08 Civ. 6060, 2010 WL 2643307, at *1 (S.D.N.Y. June 25, 2010) (collecting data breach cases dismissed at the Rule 12(b)(6) or Rule 56 stage). Class certification has been 26

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denied in other data breach cases. See, e.g., In re Hannaford Bros. Co. Customer Data Sec.

Breach Litig., 293 F.R.D. 21 (D. Me. 2013). Thus, in taking the case, Class Counsel accepted a high risk of not being compensated for their efforts, supporting approval of the fee award here.

See Jernigan, 2017 WL 4176217, at *4 (“In determining the reasonableness of an attorneys’ fee award, courts consider the relative risk involved in litigating the specific matter compared to the general risks incurred by attorneys taking on class actions on a contingency basis.”).

4. The Lack of Objections by Class Members Supports the Requested Fee Award.

Class members received notice of the proposed Settlement, including that Class Counsel would be seeking a fee award of up to 30% of the fund, nearly two weeks ago. At the time of this filing, no objections to the Settlement generally, or Class Counsel’s fee award specifically, have been received. Siegel Decl., ¶ 17. Class Counsel will address any objections that are submitted as part of the submissions seeking final approval of the Settlement.

5. Awards in Similar Cases Support the Requested Fee Award.

As shown in Part IV.B., supra, fees awarded as a percentage of the fund in settlements under $100 million generally range from 15% to 40%. Jernigan, 2017 WL 4176217, at *5

(awarding fee of 40% of $105,000 fund); Temp. Servs., 2012 WL 13008138, at *7-8 (awarding fee of 33% of $4 million fund, citing cases approving fees of 30-33% of funds of various sizes);

Montague v. Dixie Nat. Life Ins. Co., No. CIV.A. 3:09-00687, 2011 WL 3626541, at *1 (D.S.C.

Aug. 17, 2011) (approving 33% of $3,362,822.00 fund); see also Manual for Complex Litigation

§ 14.121 (stating attorneys’ fees awarded under the percentage of recovery methods generally range between 25% and 30% of the fund). Thus, Class Counsel’s fee request here is within the percentage deemed reasonable in other cases. Accordingly, this factor supports Class Counsel’s fee request.

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6. The Complexity and Duration of the Case Supports the Requested Fee Award.

As the Court is aware, this two-and-a-half year-long litigation involved a myriad of novel and difficult legal issues, including questions regarding (i) Article III standing for data breach victims who suffered credit card fraud before this Court and the Court of Appeals; (ii) the duty of care owed by NBEO to class members after collecting and storing their personal information; and (iii) whether the economic loss doctrine bars data breach victims’ claims for financial harm.

If the case had proceeded, it also would have involved the issue of class certification of a data breach class, which has never been addressed in the Fourth Circuit. This factor supports Class

Counsel’s application. See Singleton, 976 F. Supp. 2d at 686 (“Cases are considered more complex when the applicable laws are new, changing, or unclear.”); Good v. W. Virginia-Am.

Water Co., No. CV 14-1374, 2017 WL 2884535, at *25 (S.D.W.Va. July 6, 2017) (stating cases involving “generation or application of new law” or that “involve appellate relief” can justify a higher than average percentage of the fund).

7. Public Policy Supports Approval of the Fee Request.

“[I]n assessing the reasonableness of the requested attorneys’ fees, the court must strike the appropriate balance between promoting the important public policy that attorneys continue litigating class action cases that vindicate rights that might otherwise go unprotected,” while also protecting against excessive fees. Jernigan, 2017 WL 4176217, at *5. The requested award provides reasonable compensation to Class Counsel in relation to the proportion of the common fund sought, and to the time Class Counsel expended to achieve an excellent result for individuals who would not otherwise have a means of redress. Thus, this factor supports approval of the requested fee award.

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V. CLASS COUNSEL’S REQUESTED EXPENSE REIMBURSEMENT SHOULD BE APPROVED.

“It is well-established that plaintiffs who are entitled to recover attorneys’ fees are also entitled to recover reasonable litigation-related expenses as part of their overall award.” Kabore v. Anchor Staffing, Inc., No. L–10–3204, 2012 WL 5077636, at *10 (D. Md. Oct. 17, 2012). As detailed in Mr. Siegel’s Declaration, Class Counsel request reimbursement for $64,375.16 in costs and expenses expended by all Plaintiffs’ Counsel. See Siegel Decl., ¶ 45. These expenses were reasonably and necessarily incurred in the prosecution of the case, and are the types of expenses included in a bill for professional services and that are not absorbed as part of firm overhead. Id. Expenses of this type are customarily reimbursed as part of a class action settlement. See Spell v. McDaniel, 852 F.2d 762, 771 (4th Cir. 1988) (stating recoverable costs may include “those reasonable out-of-pocket expenses incurred by the attorney which are normally charged to a fee-paying client, in the course of providing legal services”); Almendarez v. J.T.T. Enters. Corp., No. JKS 06–68, 2010 WL 3385362, at *7 (D. Md. Aug. 25, 2010) (costs that may be reimbursed include necessary travel, depositions and transcripts, computer research, postage, court costs, and photocopying). As such, Class Counsel respectfully requests the Court award $64,375.16 for expense reimbursement.

VI. THE COURT SHOULD AWARD THE NAMED PLAINTIFFS SERVICE AWARDS OF $2,000 EACH.

“As part of a class action settlement, named plaintiffs are eligible for reasonable incentive payments.” Decohen, 299 F.R.D. at 483 (internal quotations omitted). “To determine whether an incentive payment is warranted, the court should consider the actions the plaintiff has taken to protect the interests of the class, the degree to which the class has benefitted from those actions, and the amount of time and effort the plaintiff expended in pursuing the litigation.” Id. (internal quotations omitted).

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Pursuant to the Settlement Agreement, Class Counsel request that the Court award

Service Awards of $2,000 for each of the 13 Named Plaintiffs.11 First, the Plaintiffs each made the difficult decision to put their name on a lawsuit against their profession’s governing body, a step many optometrists were unwilling to take, without which this lawsuit could not have been initiated. Siegel Decl., ¶ 46; Liskow Decl., ¶ 7. In addition, each of them provided detailed information of the circumstances of the fraud they each experienced and their relationship with

NBEO that was vital to Counsel’s investigation and litigation of the class’s claims. Id.

Furthermore, each of them has remained active in the case, communicating with Counsel during subsequent phases of the case, including during the claims submission process, providing feedback, and reviewing and approving the terms of the Settlement as being in the best interests of the class. Id. Thus, Class Counsel’s request for a Service Award of $2,000 for each of them is reasonable, justified, and should be approved. See Decohen, 299 F.R.D. at 483 (approving

$10,000 service award); McDaniels v. Westlake Servs., LLC, No. CIV.A. ELH-11-1837, 2014

WL 556288, at *12 (D. Md. Feb. 7, 2014) (approving $5,000 service award and citing three other common fund settlements in this district where $5,000 service awards were approved); Boyd,

299 F.R.D. at 469 (approving $5,000 service award for each of five named plaintiffs); Singleton,

976 F. Supp. 2d at 691 (approving service awards of $2,500 for each of two named plaintiffs).

VII. CONCLUSION

Class Counsel’s request for 30% of the Settlement Fund, or a fee award of $975,000, should be approved as a reasonable percentage of the fund created for the class, which is further supported by the lodestar cross-check and the factors considered in determining a reasonable fee award. In addition, Class Counsel’s request for expense reimbursement in the amount of

11 As part of their motion for final approval, Plaintiffs will request that each of the 13 Named Plaintiffs be appointed as class representatives.

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$64,375.16 should be approved because expenses in this amount were reasonably incurred.

Finally, Service Awards of $2,000 for each of the Named Plaintiffs should be approved in recognition of their important contributions to this litigation.

Dated: April 17, 2019 Respectfully submitted,

By: s/ Norman E. Siegel Norman E. Siegel (pro hac vice) J. Austin Moore (pro hac vice) STUEVE SIEGEL HANSON LLP 460 Nichols Road, Suite 200 Kansas City MO 64112 [email protected] [email protected] Tel: (816) 714-7100 Fax: (816) 714-7101

Class Counsel

CERTIFICATE OF SERVICE

I hereby certify that on April 17, 2019, I filed the foregoing document via the Court’s ECF system, which will cause a true and correct copy of the same to be served electronically on all ECF-registered counsel of record.

/s/ Norman E. Siegel Class Counsel

Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 1 of 43 EXHIBIT A Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 2 of 43

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

RHONDA L. HUTTON, O.D. et al., CASE NO. 1:16-CV-03025-JKB

Plaintiffs,

NATIONAL BOARD OF EXAMINERS IN OPTOMETRY, INC.

Defendant.

DECLARATION OF NORMAN E. SIEGEL IN SUPPORT OF UNOPPOSED MOTION FOR AN AWARD OF ATTORNEYS’ FEES, COSTS, AND EXPENSES TO CLASS COUNSEL AND NAMED PLAINTIFF SERVICE AWARDS

I, Norman E. Siegel, declare as follows:

1. I am an attorney in good standing of the State Bar of Missouri and a partner in the law firm Stueve Siegel Hanson LLP. I represent Plaintiffs Rhonda Hutton, Tawny Kaeochinda,

Brenda Liang, Jessica Olendorff, Kristine Fergason, Julie Wolf, Camilla Dunn, Mark Garin,

Natalie West, Andrea Robinson, Priscilla Pappas-Walker, and Lauren Nelson1 in this action and submit this declaration in support of Class Counsel’s Unopposed Motion for An Award of

Attorneys’ Fees, Costs, and Expenses and Named Plaintiff Service Awards. I have knowledge of the facts presented in this Declaration based on my involvement in prosecuting this litigation since its inception.

2. I founded Stueve Siegel Hanson LLP in 2001. The firm practices in the area of complex litigation in state and federal courts across the country. The firm has 21 lawyers located in Kansas City, Missouri. Stueve Siegel Hanson handles large scale and high stakes litigation, often on a fully contingent basis. My firm’s resume, attached hereto as Exhibit 1, provides details

1 Michael Liskow of The Sultzer Law Group P.C., represents Plaintiff Nicole Mizrahi. Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 3 of 43

of the broad scope of the firm’s complex litigation practice and its experienced attorneys.

3. I have been appointed class counsel and represented clients in dozens of class actions in state and federal courts across the country, including several of the largest data breach class actions in U.S. history, see ¶¶ 38-43, infra. My firm has substantial experience handling large, complex class litigation, including not just settling such cases but also trying the cases to verdict. See Exhibit 1; ¶ 37, infra.

The History of the Litigation and Settlement Negotiations

4. On or around July 23, 2016, optometrists from around the country began to notice that fraudulent Chase Amazon Visa credit cards were being applied for or opened in their names using their Social Security numbers. They started discussing the fraud through Facebook groups formed for the purpose of identifying the source of what seemed to be a data breach and soon realized they were all victims of the same type of fraud. The optometrists soon concluded that the only common source amongst them and to which they had all given their personal information, including Social Security numbers and dates of birth, was NBEO, where every optometry student must submit their personal information, including Social Security numbers, to register for required board-certifying exams.

5. On August 19, 2016, our firm received its first call from an optometrist reporting that a Chase Amazon Visa card had been fraudulently opened in her name using her Social

Security number. She said the fraudsters used her maiden name and an outdated address she resided at in optometry school. She believed the only organization with this information was

NBEO. She also said she had been in contact with many other optometrists who had also recently experienced Chase Amazon Visa card fraud, as well as other types of fraud. My colleagues and I have since communicated with over 250 optometrists from 41 states, who have

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each relayed similar experiences. We investigated each of their circumstances, including reviewing the information used by fraudsters to commit the fraud, the information the optometrists used to register for exams with NBEO, the forms of fraud being committed, and whether they had been victims of any other data breaches. We also prepared detailed case intake forms for each of them, creating a repository of detailed information about the data breach and its effects and monitored activity in the Facebook group formed by Plaintiff Nelson as a means for the optometry community to discuss the breach and how to best deal with its fraudulent effects. That group currently has over 4,700 members. For over two years, my firm has provided periodic detailed updates to their clients and other class members about the status of litigation.

6. Our firm’s investigation revealed that after the initial round of Chase Amazon

Visa card fraud, the fraud perpetrated on the optometry community expanded to multiple other forms of fraud. In particular, fraudulent GreenDot debit cards, PayPal business accounts,

Synchrony Bank cards, and Discover cards were opened or applied for in class members’ names using personal information contained in NBEO’s data systems (and for many optometrists, only in NBEO’s data systems). Some have also had fraudulent tax returns filed in their names, fraudulent charges made on existing credit cards, and their identities stolen to obtain medical care. Many victims provided NBEO with unique information that was not provided to any other entity, and it was this information that fraudsters used to commit identity theft.

7. On August 30, 2016, my firm filed the first class action complaint in this litigation on behalf of Named Plaintiffs Rhonda L. Hutton, O.D., and Tawny P. Kaeochinda, O.D., and all others similarly situated. Plaintiffs allege they were victims of identity fraud after their personal information was compromised in a breach of NBEO’s data systems, making claims for negligence, breach of contract, breach of implied contract, and for violation of California

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consumer protection statutes. ECF No. 1. On September 17, 2016, Plaintiff Nicole Mizrahi,

O.D., on behalf of herself and all others similarly situated, also filed a complaint in this Court making the same allegations and asserting claims for negligence, breach of contract, breach of implied contract, and unjust enrichment. Case No. 16-3146 (“Mizrahi”), ECF No. 1. Mizrahi was filed by attorney Michael Liskow.

8. On October 22, 2016, NBEO moved to dismiss all the claims in both cases under

Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) or, in the alternative, to strike some of the allegations pursuant to Rules 12(f) and 23(d)(1)(D), and on November 2, 2016, it moved to consolidate those cases. ECF Nos. 11, 12; Mizrahi, ECF Nos. 9, 10. On November 10, 2016,

Plaintiffs opposed NBEO’s motion. ECF No. 15; see also Mizrahi, ECF. No. 13. In the 35-page opposition, my firm analyzed the newly evolving and diverging standing analysis in the data breach context, canvassing the case law nationwide. We also argued that NBEO owed a duty to protect Plaintiffs’ personal information, over NBEO’s argument that no such duty should be recognized; that the economic loss doctrine did not apply on the facts alleged; and that Plaintiffs stated a claim for breach of contract and for violation of California consumer protection statutes.

On March 22, 2017, this Court granted NBEO’s motion to dismiss pursuant to Rule 12(b)(1) for lack of standing, and denied as moot the motions to consolidate and the pending motions to dismiss and to strike to the extent they were premised on other rules. ECF No. 19.

9. On April 19, 2017, Plaintiffs appealed that decision to the Fourth Circuit Court of

Appeals. See Appeal Nos. 17-1506 and 17-1508. On June 19, 2017, Plaintiffs filed their consolidated brief in Hutton and Mizrahi asserting that Plaintiffs has sufficiently alleged injury in fact, that their injuries were fairly traceable to NBEO’s failure to secure their personal information, and that Plaintiffs’ injuries could be redressed by an award of damages. On July 17,

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2017, NBEO filed its appellee brief; and on July 31, 2019, Plaintiffs filed their consolidated reply. On January 23, 2018, I argued the appeal before a panel of the Fourth Circuit Court of

Appeals.

10. While the appeal was pending, my firm continued to intake class members and began preparing a second class action complaint that included significant additional factual support and details supporting NBEO as the source of the breach. On July 14, 2017, we filed a second class action complaint in this litigation as a backstop to the pending Fourth Circuit appeal, on behalf of Named Plaintiffs Brenda Liang, O.D., Jessica Olendorff, O.D., Kristine

Fergason, O.D., Julie Wolf, O.D., Camilla Dunn, O.D., Mark Garin, O.D., Natalie West, O.D.,

Andrea Robinson, O.D., Priscilla Pappas-Walker, O.D., Lauren Nelson, O.D., and all others similarly situated. Case No. 17-1964 (“Liang”), ECF No. 1. Plaintiffs alleged claims for negligence, breach of contract, breach of implied contract, unjust enrichment, and for violations of sixteen state consumer protection or data breach notification statutes. Id.

11. On September 7, 2017, NBEO again moved to dismiss Plaintiffs’ claims pursuant to Rule 12(b)(1) and 12(b)(6). Id., ECF No. 25. On October 5, 2017, Plaintiffs filed a 50-page opposition brief arguing that standing was satisfied on Plaintiffs’ more detailed factual allegations and that Plaintiffs stated each of the elements of their substantive claims, including their right to assert claims under the sixteen consumer protection statutes at issue. We also argued that the economic loss doctrine did not apply, requiring an analysis of the laws of each of the ten Named Plaintiffs’ home states.

12. On December 18, 2017, this Court stayed Liang pending the resolution of the

Fourth Circuit appeal, concluding the outcome of that appeal would govern further proceedings in that case. Id., ECF No. 36. On June 12, 2018, the Fourth Circuit issued an opinion vacating

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and remanding this Court’s order dismissing the Hutton and Mizrahi cases for lack of standing.

The Court of Appeals concluded the Plaintiffs had sufficiently alleged injury in fact that was fairly traceable to NBEO for the purposes of Article III standing. See Appeal No. 17-1506, Doc.

33; Hutton v. Nat’l Bd. of Examiners in Optometry, Inc., 892 F.3d 613, 616 (4th Cir. 2018). The

Court of Appeals issued its mandate on July 5, 2018. See Appeal No. 17-1506, Doc. 35.

13. On July 13, 2018, the Court lifted the stay in the Liang matter, ECF No. 38, and on September 28, 2018, the Court entered its order denying NBEO’s motion to dismiss the Liang complaint pursuant to Rules 12(b)(1) and (b)(6). ECF No. 40. On October 3, 2018, the Court likewise denied NBEO’s motions to dismiss the Hutton and Mizrahi complaints under 12(b)(6) and its alternative motion to strike certain allegations. ECF No. 31. On November 12 and 15,

2018, NBEO filed its Answers to Plaintiffs’ Complaints. ECF No. 38; Liang, ECF No. 43;

Mizrahi, ECF No. 33. On November 30, 2018, this Court consolidated Hutton, Liang, and

Mizrahi under case number 16-3025. ECF No. 40. On December 18, 2018, this Court entered the

Scheduling Order that would govern the consolidated proceedings, and Class Counsel initiated the discovery process the same day.

14. Following the Fourth Circuit’s decision, the Parties began discussion of potential resolution of this case. On October 8, 2018, the Parties participated in a full-day mediation in

Baltimore, Maryland before a mediator experienced in complex litigation and data breach litigation, Cathy Yanni of JAMS ADR. Although the Parties were not able to reach an agreement at that session, they continued to engage in settlement discussions through Ms. Yanni and directly between counsel, including negotiating a Memorandum of Understanding containing the essential terms of a settlement. During this period, the Parties exchanged preliminary discovery about the size and scope of the class, discussed necessary business practices changes by NBEO,

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analyzed the merits of Plaintiffs’ claims, and evaluated potential mechanisms to mitigate future harm, including evaluating multiple purveyors of credit monitoring services to determine the best product. Id. On January 16, 2019, the Parties participated in a second in-person mediation before

Ms. Yanni in Chicago, this time agreeing to the essential terms of a settlement in principle, including accepting the mediator’s proposal of the $3.25 million cash fund, memorialized by a

Memorandum of Understanding. On February 28, 2019, the Parties entered into the proposed

Settlement that is now before this Court. Id.

15. On March 4, 2019, Plaintiffs’ filed their unopposed motion to permit notice of the

Settlement to issue to the class, which the Court granted on March 7, 2019, indicating that it would likely approve the Settlement as fair, reasonable, and adequate, and that it would likely certify the Settlement Class for purposes of judgment. ECF No. 46. As part of its order, the Court appointed me and my colleague Austin Moore of Stueve Siegel Hanson as interim Class Counsel pursuant to Rule 23(g)(3), appointed Heffler Claims Group as Settlement Administrator and approved the Parties’ proposed form, content and method of providing notice to class members, set deadlines for class members to object to or exclude themselves from the Settlement, and set a

Final Approval hearing for July 12, 2019. Id.

16. Direct mail and email notice began issuing to the class on March 28, 2019, informing class members of the terms of the Settlement, including how to submit a claim for cash reimbursement for out of pocket losses and time spent remedying issues related to the breach, and for credit monitoring. The notice informed class members that Class Counsel would seek their attorneys’ fees from the Settlement Fund in an amount up to thirty percent of the

Settlement Fund, reimbursement for costs and expenses of the litigation from the Settlement

Fund of up to $125,000, and that this motion would be filed no later than April 17, 2019, and

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made available on the Settlement Website no later than April 18, 2019. The notice also informed class members that service awards of $2,000 for each Named Plaintiff would be sought. The notice further informed class members that the deadline to submit an objection to the Settlement, or exclude themselves therefrom, is May 8, 2019.

17. As of this filing, over 3,000 claims have been submitted, with nearly 12 weeks remaining to submit claims. Class Counsel continues to assist class members with filing claims and answering questions regarding the Settlement. No objections have been received as of this filing.

Class Counsel Achieved Outstanding Results

18. As part of the Settlement NBEO has agreed to fund a cash settlement fund in the amount of $3.25 million that will be used to pay (1) reimbursement of class members’ claimed time spent remedying issues related to the alleged data breach, up to $1,000 per individual; (2) reimbursement of class members’ documented out-of-pocket losses fairly traceable to the alleged data breach, up to $7,500 per individual; (3) three years of three-bureau credit monitoring through Identity Guard (retailing at nearly $720 per individual) for all class members who sign up, regardless of whether they submit a claim for reimbursement for out-of-pocket losses or time spent remedying issues related to the breach; (4) access to identity restoration services for all class members, including professional fraud resolution assistance to help with identity recovery and restoration in case the class member experiences identity theft or fraud in the future, regardless of whether they make a claim under the Settlement; (5) the costs of notice and settlement administration; (6) any award for attorneys’ fee and expenses, as approved by the

Court; and (7) any award for service awards to the Named Plaintiffs, as approved by the Court.

Each of the substantive terms of the Settlement relating to relief to the class was negotiated prior

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to any discussion of the amount of the attorneys’ fee award. According to NBEO’s records, the

Settlement Class consists of 61,014 individuals.

19. The first component of the Settlement is reimbursement for time spent remedying issues related to the data breach. Settlement Class Members can make a claim for reimbursement for up to 40 hours at $25 per hour, subject to a total individual cap when combined with Out-of-

Pocket Losses of $7,500 (“Attested Time”). To the best of Class Counsel’s knowledge, the amount recoverable under this Settlement for time spent remedying issues traceable to the alleged breach is more than any other data breach settlement in history, and is a significant benefit, especially to those class members who were forced to take time out of their busy professional lives to address issues stemming from the alleged breach but who may not otherwise have a loss.

20. The second component of the Settlement is reimbursement of out-of-pocket losses and unreimbursed charges fairly traceable to the data breach up to $7,500 per individual (“Out- of-Pocket Losses”). The “fairly traceable” standard will allow class members to be compensated for a broad range of harm likely to flow from the data breach including, but not limited to, unreimbursed costs associated with fraud or identity theft; professional fees including attorneys’ fees, accountants’ fees and fees for credit repair services; miscellaneous expenses such as notary, fax, postage, copying, mileage, and long-distance telephone charges; costs of credit monitoring or other identity theft protection services incurred after June 1, 2016; and costs associated with freezing or unfreezing credit with any credit reporting agency.

21. The Settlement is also structured to compensate losses from identity theft or fraud that may occur in the future. If the fund is not exhausted as of the Claims Deadline, class members are permitted to submit claims for reimbursement of Out-of-Pocket Losses for up to six

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months after the Claims Deadline (known as the “Tail Deadline”) up to the $7,500 individual maximum, so long as the following prerequisites are met: (a) the class member enrolled in the

Credit Monitoring Services offered as part of the Settlement prior to the Claims Deadline; and

(b) the class member provides an attestation that he or she has not obtained reimbursement for the claimed expense through other means. Claims for Out-of-Pocket Losses incurred after the

Claims Deadline will be paid on a first-come-first-serve basis until the Settlement Fund is exhausted or the Tail Deadline, whichever occurs first.

22. If payments for claims made during the Tail Period do not exhaust the remaining funds, then any remaining funds shall be distributed to class members who submitted an approved claim for Out-of-Pocket Losses or Attested Time during the Claims Period, subject to the individual aggregate cap of $7,500. If any funds remain after this process, they will be distributed to class members who enrolled in Credit Monitoring Services but did not submit a claim for Out-of-Pocket Losses or Attested Time. This process will ensure that all Settlement funds directly benefit the Settlement Class, and there will be no reversion to NBEO.

23. All class members are also entitled to receive three years of Identity Guard’s IG

Total Plan credit monitoring services at no cost (“Credit Monitoring Services”), regardless of whether they submit a claim for Out-of-Pocket Losses or Reimbursement of Attested Time.

These services retail for nearly $720 per individual ($19.99 per class member for 36 months), or almost $44 million in services made available to the class as a whole, and include the following features:

 Three-bureau credit monitoring providing notice of changes to the consumer’s credit profile with Equifax, Experian, and TransUnion;

 Up to $1 million dollars reimbursement insurance from AIG covering losses due to identity theft or fraud;

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 Real time instant authentication alerts when someone attempts to make a change to the consumer’s personal account information within Identity Guard’s network;

 LexisNexis Authentication Alerts utilizing LexisNexis’ database of legal, governmental and newsworthy incidents (for example, the system searches payday- loan providers and court records, and also monitors the top ten largest U.S. financial institutions, for attempted or actual fraudulent use of the user’s information);

 Customer support and victim assistance provided by Identity Guard;

 Anti-phishing and safe Apps for iOS & Android Mobile devices; and

 Safe browsing software for PC & Mac to help protect the consumer’s computer against malicious content.

24. As a separate class benefit, all Settlement Class Members, even those who do not enroll in Credit Monitoring Services or otherwise submit a claim, will be entitled to utilize identity restoration services offered through Identity Guard (“Identity Restoration Services”).

This coverage is a separate benefit and permits all class members to have access to fraud resolution specialists who can assist with important tasks such as placing fraud alerts with the credit bureaus, disputing inaccurate information on credit reports, scheduling calls with creditors and other service providers, and working with law enforcement and government agencies to dispute fraudulent information. Identity Restoration Services will be available for a period of three years from the Effective Date of the Settlement Agreement.

25. Finally, as an additional important benefit of the Settlement, NBEO has agreed to adopt and implement security practices to help protect the personal information of its exam- takers. Because NBEO continues to store exam-takers’ information to allow for the transfer of

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optometrist credentials from one state to another, this relief has value to all class members as it will help protect class members’ information going forward. This will include at least the following business practices changes for a period of at least three (3) years following the

Effective Date, except where otherwise provided:

 Risk Assessment - Within forty-five (45) days after the Court grants final settlement approval, NBEO will retain and pay for an independent security firm, which is both certified and accredited for security testing and best practices, to conduct a written risk assessment of NBEO’s data security and data retention practices. The written risk assessment shall be conducted applying guidance from the National Institute of Standards and Technology or another comprehensive and defined standard.

 Safeguard Design Resulting From Risk Assessment – NBEO will design and implement reasonable safeguards to manage the risks, if any, identified through the risk assessment. Following such implementation, NBEO shall provide to Class Counsel an affidavit confirming that the risk assessment was completed and confirming NBEO has a detailed timeline plan for addressing the findings of the risk assessment based on the threat levels set forth in the assessment.

 Vulnerability Assessment - NBEO will implement automated vulnerability scanning tools, including the implementation of an artificial intelligence cyber-defense solution, that cover all systems, regardless of operating system, database, or location, and set policies for prompt remediation of any discovered vulnerabilities.

 Security Program – NBEO will evaluate and adjust as reasonably necessary its systems on which Personal Information is stored in light of: (i) the results of the testing and monitoring required by the Agreement; (ii) any material changes to its operations or business arrangements; or (iii) any other circumstances that it knows or has reason to know may have a material impact on the effectiveness of its security program.

 Review of Policies and Procedures – NBEO will periodically review and revise its policies and procedures addressing data security as reasonably necessary.

 Encryption - NBEO will encrypt all Personal Information stored in databases maintained by NBEO with certificate-based AES 256 encryption.

 Social Security Numbers – In perpetuity, NBEO will no longer store full nine-digit Social Security Numbers in its electronic databases.

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 Purge Historical SSNs - NBEO will delete and purge all historical exam-takers’ full nine-digit Social Security Numbers stored in its electronic databases.

 Firewall Implementation - NBEO will place all systems containing exam-takers’ Personal Information behind application firewalls and block unauthorized traffic.

 Limit Remote Access of NBEO Employees - NBEO will limit remote access of NBEO employees based on need and job description aside from the system administrators. Remote access may be granted to an employee due to a medical condition or in response to a catastrophic event or emergency requiring NBEO to function off-site.

 Limit Access Privileges of NBEO Employees - NBEO will limit access for NBEO employees based on need and job description.

 Implement Password Policies - NBEO will verify, and have management attest, that all default passwords are changed to follow password policies that comply with best practices.

 Employee Education and Training – NBEO will maintain a program to educate and train its employees on the importance of the privacy and security of Personal Information. All employees will be required to attend annual in-person security awareness training.

26. In exchange for the benefits provided under the Settlement, participating settlement class members will release any claims that may arise from or relate to the facts alleged in the Complaints filed in this litigation. The Releases as specifically set forth in paragraphs 89 and 90 of the Settlement Agreement.

Summary of Reasonable Hourly Rates and Hours

27. From the inception of the case Class Counsel utilized the firm’s standard billing practices to track and maintain contemporaneous time records for all timekeepers in 6-minute increments. Through April 15, 2019, my firm has spent 1,475.10 hours prosecuting this action.

The chart below shows the names, positions, years of experience, hours spent, and reasonable hourly rates of the timekeepers who billed time in furtherance of this litigation. This summary was generated from our timekeeping system which contains the detailed daily time records maintained by attorneys and staff. All timekeepers are instructed to keep contemporaneous

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detailed records of their time spent working on the firm’s cases. Routine secretarial and clerical time is also not recorded. As the chart demonstrates, Stueve Siegel Hanson’s total lodestar is

$967,313.10 based on the 1,475.10 hours of attorney and professional staff time.

Stueve Siegel Hanson LLP Timekeeper Summary Inception to April 15, 2019 Years of Name Position Hours Rate Total Experience Attorneys:

Norman Siegel Partner 26 239.30 $935 $223,745.50 Barrett Vahle Partner 15 20.20 $745 $15,049.00 Austin Moore Associate 8 480.20 $575 $276,115.00 Lindsay Perkins Of Counsel 12 710.30 $625 $443,937.50 Stephanie Walters Associate 12 6.60 $595 $3,933.60 Professional Staff: Katrina Cervantes Paralegal 17 18.50 $245 $4,532.50 TOTAL 1,475.10 $967,313.10

28. The law firm of Hassan Zavareei of Tycko & Zavareei LLP, who served as local counsel in the case, has reported spending 12.70 hours on the case, as shown in the chart below.

Tycko & Zavareei LLP Timekeeper Summary Inception to April 15, 2019 Years of Name Position Hours Rate Total Experience Attorneys:

Hassan Zavareei Partner 24 4.10 $894 $3,665.40 Anna C. Haac Partner 13 1.30 $742 $964.60 Professional Staff: Nathan Laporte Paralegal 2 6.90 $202 $1,393.80 Matthew Folkerts Paralegal ˂1 0.40 $202 $80.80 TOTAL 12.70 $6,104.60

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29. To prepare this summary, Mr. Moore and I collectively reviewed the complete set of time records maintained by Stueve Siegel Hanson in its time and billing system. We then reviewed the time entered by each billing attorney, paralegal, and legal support staff, and exercised billing judgment to delete time entries that, in our professional judgment, were excessive, duplicative or otherwise should not reasonably be billed to a fee-paying client. In an exercise of billing judgment, we excluded 33.40 hours of attorney and professional staff time totaling $11,538.70, including eliminating all time of individuals who spent less than 10 hours working on the case, with the exception of our eDiscovery and Litigation Support counsel,

Stephanie Walters. If this Court requests, these detailed billing records will be provided for in camera review.

30. I believe all of the time we included as part of the lodestar cross-check analysis added value to the case and was reasonably necessary to provide our clients and class members the best possible chance for a favorable outcome. All of this time is of the kind and character that we would normally bill to paying clients, as well as time that we normally track and seek to be paid for at the conclusion of successful contingency litigation. Class Counsel staffed and managed the litigation as efficiently as possible. We did not duplicate responsibilities and assigned work to qualified professional staff as opposed to lawyers where possible.

31. Courts across the country have approved attorneys’ fees for my firm using comparable hourly rates. Most recently, in December 2018, the U.S. District Court for the

District of Kansas approved a fee award of 33% of a $1.51 billion class action settlement fund, which as part of a lodestar cross-check analysis resulted in a 2.97 multiplier of Stueve Siegel

Hanson’s 2017 hourly rates ranging from $695-$865 for partners, $350-$495 for associates, and

$225-$245 for paralegals. See In Re Syngenta AG MIR162 Corn Litig., Case No. 2:14-md-

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02591-JWL-JPO, MDL No. 2591, Dkts. 3587, 3849, 4128 (D. Kan.). In May 2018, the Superior

Court of Alameda County, California approved a fee award of 30% of a $59.75 million class action settlement fund, which as part of a lodestar cross-check analysis resulted in a 2.3 multiplier of Stueve Siegel Hanson’s 2018 hourly rates ranging from $695-$895 per hour for partners, $575-$650 for of counsel, $395-$550 for associates, and $225-$275 for professional staff. See Larson v. John Hancock Life Ins. Co. (U.S.A.), Case No. RG16813803 (Sup. Ct.

Alameda Cty. Cal. May 8, 2018). In February 2018, Stueve Siegel Hanson’s 2017 hourly rates were approved by the U.S. District Court for the District of Kansas in a data breach case that involved an e-mail “spoofing” scam used to steal employees’ W-2 Forms. See Hapka v.

CareCentrix, Inc., No. 16-cv-02372-KGG, 2018 WL 1879845 (D. Kan. Feb. 15, 2018)

(approving hourly rates ranging from $645-$865 per hour for partners, $375-$475 per hour for associates, and $225-$275 per hour for professional staff). In January 2018, the United States

District Court for the Southern District of California approved hourly rates in a contested fee application for Stueve Siegel Hanson of $795-$825 per hour for partners, $595 per hour for of counsels, $315-$525 per hour for associates, and $105-$195 per hour for professional staff. See

Spangler v. Nat'l Coll. of Tech. Instruction, No. 14-CV-3005 DMS (RBB), 2018 WL 846930, at

*2 (S.D. Cal. Jan. 5, 2018). Also in January 2018, the United States District Court for the Central

District of California entered final judgment on an arbitration award, and approved Stueve Siegel

Hanson’s requested hourly rates of $825 per hour for partners, $595 per hour for of counsels,

$395 per hour for associates, and $245 per hour for paralegals. See Criddell v. Premier

Healthcare Services, LLC, Case No. 16-cv-05842-R-KS, 2018 WL 7958219, at *1-2 (C.D. Cal.

Jan. 16, 2018). In June 2017, Stueve Siegel’s 2016 hourly rates were approved in a contested attorneys’ fees application in the Central District of California. See Magill v. DIRECTV, LLC,

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Case No. 16-CV-00356-SVW-AS, 2017 WL 8894320, at *2 n.1 (C.D. Cal. June 23, 2017)

(approving rates of $825 per hour for partners, $600-$650 per hour for of counsel, and $375 for associates).

32. Our rates are in line with those that have regularly been approved in this Circuit and in data breach class actions in other jurisdictions. See, e.g., Brown v. Transurban USA, Inc.,

318 F.R.D. 560, 576 (E.D. Va. 2016) (approving hourly rates of class counsel law firms, including up to $930-$980 per hour for partners, $520 per hour for associates, $210-$270 per hour for paralegals, and $240 per hour for legal assistants); Phillips v. Triad Guar. Inc., No.

1:09–CV–71, 2016 WL 2636289, at *8 (M.D.N.C. May 9, 2016) (finding that partner billing rates of $640–$880 per hour and associate billing rates of $375–$550 per hour were “within the range of reasonableness[,]” especially given that “the market for class action attorneys is nationwide and populated by very experienced attorneys with excellent credentials”); In re

Anthem, Inc. Data Breach Litig., No. 15-MD-02617-LHK, 2018 WL 3960068, at *17 (N.D. Cal.

Aug. 17, 2018) (approving hourly rates ranging from $400-$970 for partners, $185-$850 for non- partner attorneys, and $95-$440 for paralegals, law clerks, and litigation support staff in data breach class action against healthcare company).

33. In non-class action cases, a typical contingent fee arrangement provides that the attorney representing the plaintiff receives 25 to 50 percent of the plaintiffs’ recovery, exclusive of costs. Moreover, Class Counsel often represents sophisticated businesses in complex commercial litigation on a contingency basis, where these business clients commonly agree to pay fees amounting to 35 to 50 percent of any recovery.

34. Although Stueve Siegel Hanson primarily represents plaintiffs on a contingency basis, the firm does litigate cases on an hourly, non-contingent basis. When Stueve Siegel

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Hanson is retained by the hour, its rates closely track the rates requested here. For example, in

2018, the firm was engaged and paid in non-contingent, hourly matters where partner rates were

$850-$895 per hour, and associate rates were $450 per hour. If my firm wanted to perform more hourly, non-contingent work, we would be able to take on many more cases at comparable hourly rates. Had Stueve Siegel Hanson declined to prosecute this case, we could have taken on more billable and contingency matters at commensurate rates.

35. Class Counsel will continue to spend time on this case to administer the

Settlement. Based on experience in other class actions of similar size and scope, Class Counsel anticipates that an additional 250 to 500 hours will be spent moving the case through final approval, responding to class member inquiries, and working with the Settlement Administrator to complete the distribution process. Still more time will be required if an appeal is taken from the final judgment.

Class Counsel’s Unique Skills and Experience Support the Reasonableness of the Firm’s Hourly Rates

36. Stueve Siegel Hanson practices predominantly in the area of complex litigation in state and federal courts across the country and primarily represents plaintiffs on a contingency basis. The firm is unique in that it is capable of handling large scale and high stakes litigation on a fully contingent basis. We are in a position to advance substantial litigation costs, including expert fees, and to prosecute complex and lengthy litigation that includes many thousands of clients. We do this with the hope that we will ultimately recover as much as, or more than, we would in a traditional hourly billable practice. Like this case, many of our cases are taken on a contingency basis such that the firm advances all expenses and time with no guarantee of recovery absent a judgment or settlement.

37. As evidence of the firm’s unique position in the legal market, Stueve Siegel

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Hanson is one of the few firms in the country that has prosecuted multiple class and collective action cases through trial and appeal. In June 2018, my colleagues and I tried a class action in

Vogt v. State Farm Life Insurance Co., No. 2:16-CV-04170-NKL (W.D. Mo.) and secured a class action jury verdict of $34.3 million on behalf of Missouri universal life insurance policyholders. In June 2017, Stueve Siegel Hanson tried a class action in In re: Syngenta AG

MIR162 Corn litigation, Case No. 14-MD-2591-JWL (D. Kan.) and secured a class action jury verdict of $217.7 million on behalf of Kansas corn farmers. In 2011, Stueve Siegel Hanson tried a class and collective action in Garcia, et al. v. Tyson Foods, Inc., et al., Case No. 06-2198-JTM

(D. Kan.), and secured a total class and collective action jury verdict and judgment of

$785,894.23 on behalf of hourly employees at a meat processing plant who were not paid certain straight and overtime wages. Stueve Siegel Hanson has prosecuted all manner of class action and complex commercial litigation matters. These cases are detailed in the firm’s resume. See

Exhibit 1.

Class Counsel is a Leader in the Emerging Field of Data Breach Litigation

38. Since the revelation of the Target data breach in late 2013, much of my practice, along with my colleagues Barrett J. Vahle and Austin Moore, has been dedicated to representing victims of data breaches. I co-founded the American Association for Justice’s Consumer Privacy and Data Breach Litigation Group and previously served as the group’s co-chair. I am a nationally published author on emerging issues impacting data breach cases, and I regularly speak on data breach litigation issues. I have been named among the “500 Leading Plaintiffs’

Lawyers in America” by Lawdragon and I am listed among the Best Lawyers in America and the

Kansas City Business Journal’s “Best of the Bar.” I have also been named a Missouri/Kansas

“Super Lawyer” (Top 100) and a Benchmark Plaintiffs “Local Litigation Star.”

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39. My experience in data breach and consumer privacy cases includes appointment as a member of the executive committee in In Re: Target Corporation Customer Data Security

Breach Litigation (“Target”), No. 14-md-2522 (D. Minn.) (involving breach affecting tens of millions of customers), before the Hon. Paul A. Magnuson (D. Minn.), and as co-lead counsel for the consumer plaintiffs in In Re: The Home Depot, Inc., Customer Data Security Breach

Litigation (“Home Depot”), MDL No. 2522, No. 14-md-02583 (N.D. Ga.) (involving breach affecting more than 60 million customers). In Home Depot, I served as the principal negotiator on behalf of the consumer class which resulted in a settlement that the presiding judge, the

Honorable Thomas W. Thrash, referred to as an “exceptional result” and “the most comprehensive settlement achieved in large-scale data breach litigation.” Home Depot, 2016 WL

11299474, at *1 (N.D. Ga. Aug. 23, 2016). In approving the Home Depot settlement, Judge

Thrash applied a multiplier of 1.3 to Class Counsel’s lodestar, which further underscores the considerable skill and expertise that Class Counsel brought to the instant litigation. In February

2018, I was appointed as co-lead counsel in In re Equifax, Inc. Customer Data Security Breach

Litigation (“Equifax”), MDL No. 2800, 1:17-md-2800-TWT, Dkt. 232 (N.D. Ga.), widely considered to be the most significant corporate data breach in U.S. history. In addition to other active cases, Stueve Siegel attorneys have also served as class counsel in smaller data breach cases including Hapka v. CareCentrix (“CareCentrix”), Case No. 16-2372-CM-KGG (D. Kan.)

(breach involving “ spoofing” scam whereby employees’ W-2s were sent to unauthorized party) and Pagoaga v. Stephens Institute d/b/a Academy of Art University (“AAU”), Case No. CGC 16-

551952 (Superior Court of the State of California, County of San Francisco) (data breach involving W-2 information of thousands of employees). As summarized below, the class has also benefitted from Stueve Siegel’s strong bench of attorneys who likewise have extensive

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experience prosecuting consumer class actions on behalf of data breach victims.

40. Austin Moore, who is serving as co-interim class counsel in this matter, has worked closely with me in each of these cases and has developed considerable expertise in this practice area. Mr. Moore was a key member of the leadership group in Target, where he led nationwide plaintiff vetting efforts and served as the “liaison” attorney responsible for communicating between the lead firms and other attorneys representing named plaintiffs in the litigation. Mr. Moore was asked by lead counsel to serve in a similar role in the In re: Anthem,

Inc., Data Breach Litigation, No. 15-MD-02617 (N.D. Ca.), where he was responsible for overseeing a plaintiff vetting process that resulted in the selection of over 100 named plaintiffs from nearly every state to serve as class representatives. Mr. Moore was also instrumental in

Home Depot, where he was in charge of the team of attorneys tasked with investigating the case and handling all substantive briefing in the consumer track of the litigation, and served as the primary drafter of the consolidated complaint and opposition to defendant’s motion to dismiss. In

AAU, Mr. Moore recently served as settlement class counsel on behalf of thousands of victims of a W-2 spoofing scam. As a result of this experience, Mr. Moore has particular insight on the types of relief viewed as beneficial to victims of a data breach having interviewed literally thousands of data breach victims over the last five years. Mr. Moore has been recognized by

Super Lawyers as a “Rising Star” in class action litigation for the past four years and in 2016 was named an “Up and Coming Lawyer” by Missouri Lawyers Weekly.

41. Barrett J. Vahle is a 2004 graduate of the University of Missouri in Columbia where he graduated first in his class. After law school, Mr. Vahle was a law clerk for the

Honorable Duane Benton of the United States Court of Appeals for the Eighth Circuit, and then for Judge Dean Whipple of the United States District Court for the Western District of Missouri.

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Mr. Vahle has been selected as a Super Lawyer every year since 2013. He is an active member of the American Association for Justice’s Consumer Privacy and Data Breach Litigation Group.

Mr. Vahle was appointed as co-lead counsel in Home Depot, where he participated in all aspects of that case on behalf of consumers, argued the motion to dismiss in the Northern District of

Georgia, and shepherded the class settlement through approval and administration. He recently served as lead counsel and settlement class counsel in CareCentrix, and has been instrumental in prosecuting the Equifax matter, including serving as the lead drafter of the 559-page consolidated complaint and the successful opposition to Equifax’s motion to dismiss.

42. Lindsay Todd Perkins is a 2007 graduate of the University of Missouri in Kansas

City School of Law where she graduated first in her class. After law school, Ms. Perkins served as a law clerk to the Honorable Ortrie D. Smith, U.S. District Judge for the Western District of

Missouri, and then for the Honorable Duane Benton of the United States Court of Appeals for the Eighth Circuit. Ms. Perkins joined Stueve Siegel Hanson in 2013. She has been named by

Super Lawyers as a “Rising Star” from 2012-2018. She is admitted to practice in the states of

Missouri and Kansas. Ms. Perkins is one of the core members on Stueve Siegel Hanson’s data breach team, preparing briefs, formulating arguments, and conducting research in nationwide class actions against Target, Home Depot, and the Office of Personnel Management. In this case,

Ms. Perkins interviewed and vetted hundreds of optometrist victims, drafted the complaints, and played a lead role in drafting the oppositions to NBEO’s motions to dismiss.

43. Stephanie Walters serves as e-Discovery Counsel at Stueve Siegel Hanson. She has been practicing in the area of electronic discovery for ten years and is viewed as an expert in the field. As e-Discovery Counsel, Ms. Walters oversees and coordinates Stueve Siegel Hanson’s document collection, review, and production in all of the firm’s large-scale, complex matters.

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Stephanie has substantial experience managing and analyzing documents produced by defendants in antitrust cases, consumer class actions, mass torts cases and personal injury cases.

She also has experience managing forensic collection, review and production of documents for corporate and individual plaintiffs. Ms. Walters consulted on targeted issues relating to e- discovery in this matter.

44. Consequently, Class Counsel was not “learning on the job” when prosecuting this action. We were able to rely on our considerable experience in complex data breach class actions to efficiently staff the case and negotiate a well-informed settlement based on our experiences in prior, similar litigation.

Class Counsel Seeks Reimbursement for Their Reasonable Out-of-Pocket Expenses

45. In addition, all of the expenses itemized in the charts below totaling $64,375.16 are reasonable out-of-pocket expenses that are normally passed on to the client and are not absorbed as part of overhead. These expenses were reasonably necessary in order to successfully prosecute the case. Had we not been successful on behalf of the class, Class Counsel and the other Plaintiffs’ Counsel firms would have been required to absorb these expenses at a considerable loss.

Stueve Siegel Hanson Expense Summary Through April 15, 2019 Expenses Total Copy and Print Charges $358.40 Postage $7.42 Meals $475.51 Court Fees $505.00 Mediation Fees $13,700 Online Research (Bloomberg) $3.90 Online Research (PACER) $56.50

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Online Research (Westlaw) $31,082.31 Airfare $4,433.94 InterCall Conferencing Services $37.70 Outside Vendor Costs for Appellate Brief $1,546.92 Submission Federal Express/UPS $148.53 Ground Transportation $471.88 Lodging $905.56 Final Approval Related Expenses2 $2,000 TOTAL $55,917.77

Wolf Haldenstein Adler Freeman & Herz LLP Expense Summary Through April 15, 2019 Expenses Total Carfare $36.58 Computer Research $4,149.55 Copies/Prints - Internal $467.75 Filing Fees $221.00 Meals $17.65 Printing Costs - Appeal $1,546.93 Scanning $0.50 Telephone $2.63 TOTAL $6,442.59

Tycko & Zavareei LLP Expense Summary Through April 14, 2019 Expenses Total Postage $1.10 Service of Process $343.25 Pro Hac Vice Admissions for Co-Counsel $500.00

2 A proposed Final Approval Order will be submitted with a final cost accounting in advance of the Final Approval Hearing.

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Filing Fees $1,100 Court Document Retrieval $70.30 Copies $0.15 TOTAL $2,014.80

The Named Plaintiffs’ Contributions to this Litigation Warrant Service Awards

46. Each of the Named Plaintiffs meaningfully assisted in the investigation and prosecution of this litigation to the great benefit of the Settlement Class. First, each of them made the difficult decision to put their name on a lawsuit against their profession’s governing body, a step many optometrists were unwilling to take, without which this lawsuit could not have been initiated. In addition, each of them provided detailed information of the circumstances of the fraud they each experienced and their relationship with NBEO that was vital to Counsel’s investigation and litigation of the class’s claims. Furthermore, each of them has remained active in the case, including during the claims submission process, communicating with Counsel during subsequent phases of the case, providing feedback, and reviewing and approving the terms of the

Settlement as being in the best interests of the class.

I declare under penalty of perjury pursuant to 28 U.S.C. § 1746 that the foregoing is true and correct.

Executed this 17th day of April, 2019, in Kansas City, Missouri.

Norman E. Siegel

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REPRESENTING CORPORATE AND INDIVIDUAL PLAINTIFFS NATIONWIDE IN COMPLEX LITIGATION

Kansas City 460 Nichols Road, Suite 200 Kansas City, Missouri 64112

(816) 714-7100 tel (816) 714-7101 fax

www.stuevesiegel.com Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 29 of 43

FIRM OVERVIEW

Stueve Siegel Hanson is an AV rated Missouri-based law firm with 21 lawyers located in Kansas City, Mo. All of the firm’s lawyers are dedicated to the practice of litigation full time, making the firm one of the largest litigation-only firms based in the Midwest. Norman Siegel and Patrick Stueve left partnerships at large defense firms in 2001 to start SSH for the purpose of pursuing complex cases primarily representing plaintiffs on a contingency basis. Since then, the firm has attracted a stellar roster of trial lawyers that have served at high levels of government and public service to represent consumers nationwide like those impacted by this litigation. Our partners include Steve Six, the former Attorney General for the State of Kansas, and a former Kansas district court judge. The firm calls upon a deep bench of experienced partners and associates, many of whom are former state or federal law clerks including four former United States Circuit Court of Appeals clerks, five former United States District Court clerks, two former state Supreme Court clerks, and two former state court of appeals clerks. The result of cultivating attorneys with diverse, quality experience is a consistently top-notch work product, respect from our opponents, and accolades from our peers. More information regarding the firm, the scope of its practice, and its honors is available at www.stuevesiegel.com. Since opening our doors in 2001, SSH has obtained substantial results in a wide range of complex commercial, class, and collective actions while serving as lead or co-lead counsel. Below is a list of representative class settlements and trial victories achieved by the firm.

CLASS AND COLLECTIVE ACTIONS

 Obtaining $59.75 million class settlement for approximately 103,000 John Hancock Life Insurance Company Flex V-II variable whole life insurance policyholders who were overcharged;

 Obtaining $13 million settlement fund along with 18 months of credit monitoring and significant injunctive relief on behalf of victims of Home Depot data breach;

 Obtaining $10 million settlement fund and extensive business practice changes on behalf of victims of Target data breach;

 Obtaining complete class relief settlement against Volkswagen concerning defective window regulators resulting in agreement to reimburse all expenses incurred by Volkswagen owners plus $75 for each documented incident;

 Obtaining over $75 million in settlement relief for purchasers of Hyundai vehicles for Hyundai’s overstatement of horsepower in vehicles;

 Obtaining $53.5 million in settlements between a class of direct purchasers of automotive lighting products and several manufacturers accused of participating in a wide-ranging price fixing scheme;

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 Obtaining $33 million in settlement relief for owners of Mitsubishi and Chrysler owners related to defective wheel rims;

 Obtaining up to $220 million in settlement relief for all Missouri residents who purchased the prescription pain reliever Vioxx before it was removed from the market;

 Obtaining settlement benefits valued at $2.25 billion, with a market value of approximately $171.8 million, on behalf of 77,000 policyholders against Lincoln National Life Insurance Company;

 Obtaining a $73 million settlement as one of the MDL lead counsel appointed in In re Bank of America Wage and Hour Employment Practice Litigation;

 Obtaining over $44 million in restitution and $7.9 million in cash for dentists against Align Technology, Inc. in a nationwide deceptive trade practices case;

 Obtaining $39.5 million in settlement relief from three refiners on behalf of adjacent home owners who were living above a large plume of gasoline leaked from the refineries and connecting pipelines;

 Obtaining $35 million in settlement relief for consumer fraud and antitrust claims brought on behalf of retail customers of pre-filled propane tanks;

 Obtaining $33 million in nationwide class action alleging price fixing for certain polyurethanes in Urethanes antitrust case;

 Obtaining $29.5 million in settlements for overdraft fees charged to customers from UMB Bank, Bank of Oklahoma and Intrust Bank;

 Obtaining $25.4 million in settlements for purchasers of H&R Block’s Express IRA product related to allegedly false representations made during the sales presentation;

 Obtaining a $7.7 million nationwide settlement after the Court certified a nationwide class of cable & wireless customers who had been overcharged PICC fees; and

 Obtaining $7.2 million in relief for Sprint customers affected by Sprint’s practice of improperly charging “casual caller” rates.

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A TRIAL FIRM

Stueve Siegel Hanson prides itself in obtaining substantial results at trial. Some of our courtroom victories include:

 A $217.7 million federal jury verdict on behalf of class of Kansas corn farmers against biotech company Syngenta related to its marketing and commercialization of genetically- modified corn seeds;

 A $34.3 million federal jury verdict on behalf of Missouri universal life insurance policyholders for policy overcharges;

 An arbitration award in a $70 million bet the company Fraud and Deceptive Trade Practices Act case for a family-owned franchiser headquartered in Phoenix, Arizona;

 A $24 million jury verdict on behalf of independent contractor agents against State Farm in a breach of contract and tortious interference case;

 A $7.1 million jury verdict against one of the country’s largest securities brokers, A.G. Edwards & Sons, in a breach of contract and fraud case;

 A $3.5 million jury verdict and attorneys’ fee award against the world’s largest manufacturer of recreational boats in a fraud and breach of contract case;

 A $1.6 million jury verdict against a major paint and coating supplier in a negligent misrepresentation case;

 A $1.5 million award after trial of a fraudulent transfer claim on behalf of a bankruptcy trustee;

 A jury verdict in favor of workers at a Tyson Foods meatpacking facility in Holcomb, Kansas for violation of federal and state labor and wage laws;

 Multiple arbitration awards in favor of thousands of employees in arbitrations of wage and hour claims;

 A $660,000 verdict in a fraud and breach of contract claim and a verdict in favor of our client in a breach of fiduciary duty counterclaim; and

 A defense verdict in a high-profile white collar criminal price fixing case following an eight week trial.

Stueve Siegel Hanson is proud of our long history of delivering results to our clients. We are proud of our successes and our focus on results. Our mission is the same whether our clients are a class of employees or consumers, or Fortune 100 companies. More information about our commitment to results can be found on our website: www.stuevesiegel.com.

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Our Lawye * * rs

Patrick J. Stueve has been recognized by his peers as one of the top commercial trial lawyers in the country for his efforts over the past 25 years. He has been named to The Best Lawyers® in America for Bet the Company, Antitrust and Commercial Litigation, Top 100 Super Lawyers in Kansas and Missouri, “Local Litigation Star” by Benchmark Plaintiffs, and “Best of the Bar” by the Kansas City Business Journal.

Patrick has prosecuted claims in federal and state courts nationwide in the areas of antitrust, intellectual property, securities fraud and other commercial torts against some of the largest businesses in the world including Formula 1 Racing, ITW, Citigroup, United Health Care, and AIG. Patrick has also successfully prosecuted several national and state wide class actions against global giants including Volkswagen, Merck & Co. and. His national practice includes privately-held companies like Heartland Spine & Specialty Hospital and Associated Wholesale Grocers as well as publicly traded Fortune 500 companies like Seaboard Corporation and Kawasaki. In addition to his law practice, Patrick serves on the Board of YMCA of the Rockies (Estes Park, CO), and Alfred Friendly Press Partners (Washington D.C.).

* * *

Norman E. Siegel is a founding member of the firm. Over the last 20 years, Norm has gained a reputation as a stand-out trial lawyer both locally and nationally. He has successfully tried to verdict a wide range of cases including obtaining several multi-million dollar jury verdicts. Norm has also been recognized for obtaining some of the largest settlements in the country, successfully securing hundreds of millions of dollars for his clients over the course of his career.

Norm was born in Baltimore, Maryland. He received a degree in political science from Tufts University, and his J.D. from Washington University in St. Louis. At Washington University he served as Articles Editor of the Washington University Journal of Urban Contemporary Law. Norm has been named to The Best Lawyers® in America, has been elected a Missouri Super Lawyer, and has been named “Best of the Bar” and “Kansas City Newsmaker” by the Kansas City Business Journal. Norm was also named to Lawdragon Magazine’s 500 Leading Plaintiffs’ Lawyers in America, and named a “Local Litigation Star” by Benchmark Plaintiffs. Norm is rated AV – the highest designation a lawyer can achieve from publisher Martindale-Hubbell. Prior to starting Stueve Siegel Hanson in 2001, Norm served as an Assistant Attorney General and as a partner at what is now Dentons.

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Our Lawyers

George A. Hanson graduated with High Honors from Oberlin College with a B.A. in History. In 1992, George obtained his J.D., cum laude, from the University of Minnesota Law School. George is one of the region’s leading commercial litigators and trial lawyers. George has been named “Best of the Bar” by the Kansas City Business Journal for ten years and has also been elected a Missouri Super Lawyer every year since 2006. George has been named a “Local Litigation Star” by Benchmark Plaintiffs and was recently selected by his peers for inclusion in The Best Lawyers® in America. Additionally, he was named the Best Lawyers’ 2014 Kansas City, MO – Class Actions - Plaintiffs “Lawyer of the Year.” George is rated AV - the highest designation a lawyer can achieve from publisher Martindale Hubbell.

George is an experienced commercial litigator and trial attorney. George has successfully tried many cases to judges and juries in both state and federal court, and has extensive experience representing clients in arbitration. In addition to trial work, George has developed an active appellate practice and has successfully argued numerous cases before state appellate courts in Missouri, Kansas and Illinois, and federal appellate courts in the Eighth, Ninth and Tenth Circuits.

* * *

Todd M. McGuire began his legal career in the litigation department at Sonnenschein Nath & Rosenthal (now known as Dentons), specializing in antitrust, white collar criminal defense and commercial litigation. In October 2001, Todd joined Stueve Siegel Hanson LLP and in January 2005, Todd was elected to the Firm’s partnership.

Todd is an experienced commercial litigator and trial attorney. He has successfully represented clients in numerous jury trials in both federal and state court. Todd has also successfully represented clients involved in arbitration proceedings. In addition to trial work, Todd has successfully handled numerous appeals in both state and federal court. Todd is admitted to practice in federal and state courts in Missouri and Kansas, as well as before the Supreme Court of the United States and United States Court of Appeals for the Seventh, Eighth and Tenth Circuits.

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Our Lawyers

Todd E. Hilton began his legal career in the Kansas City office and national headquarters of Lathrop & Gage, L.C., specializing in wrongful death and catastrophic injury cases as well as consumer protection litigation. In October 2001, Todd joined Stueve Siegel Hanson, LLP as an associate. In June 2006, Todd was elected to the Firm’s partnership as an equity partner. He continues to grow his practice at the Firm and specializes in the areas of wrongful death and catastrophic injury litigation, class action litigation, and complex business litigation.

Todd has spent his legal career serving as trial and appellate counsel for individuals, as well as both large and small companies, in a wide array of wrongful death and catastrophic injury litigation, product defect litigation, class action litigation, complex business litigation and environmental litigation. He has represented clients in state and federal courts as well as AAA arbitrations throughout the country - including in the states of Arizona, Arkansas, California, Colorado, Florida, Illinois, Kansas, Louisiana, Michigan, Missouri, New Jersey, New York, Oklahoma, Pennsylvania, Texas and Washington, D.C. Todd has also served in various capacities as co-lead counsel in complex cases and served on various Plaintiffs' Steering Committees.

* * *

Rachel E. Schwartz has significant litigation experience in courts across the country, where her practice focuses on antitrust and securities litigation. As a result of her work, Rachel has been repeatedly recognized as one of the “Local Litigation Stars” for the State of Missouri by Benchmark Plaintiffs and recognized by her peers in Super Lawyers as a Rising Star in 2011 and 2012 and a Missouri and Kansas Super Lawyer in 2013 and 2014. Most recently, Rachel was selected for inclusion in The Best Lawyers® in America 2015 in the field of Litigation-Securities.

Rachel was born in Illinois and raised in Lawrence, Kansas. Rachel received her B.A. with honors in Political Science, Economics and American Studies from the University of Kansas, where she was a member of Phi Beta Kappa and Mortar Board. She received her J.D. from the University of Michigan Law School, where she was an Associate Editor of the University of Michigan Journal of Law Reform. After practicing law in Dallas for three years, Rachel joined Stueve Siegel Hanson LLP in 2004 and was elected to the Firm's partnership as an equity partner in 2008.

Rachel currently serves on the Bench-Bar Committee for the United States District Court for the District of Kansas. In August 2013, she was appointed to the Merit Selection Panel for the Kansas City Magistrate Judge vacancy in the District of Kansas.

Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 35 of 43

Our Lawyers

Steve Six is an experienced trial attorney and has successfully tried complex cases before juries in state and federal court. In addition to his trial practice, Steve has maintained an active appellate practice and has successfully argued cases before state appellate courts in Kansas and Missouri, the federal appellate courts and before the United States Supreme Court. Steve has tried cases to verdict in a wide variety of areas, including product liability, professional liability, commercial cases and consumer fraud as well as prosecuting criminal cases. Steve has litigated cases before the Judicial Panel on Multidistrict Litigation and has significant experience in multi-district litigation. In addition to his litigation work, Steve serves as a mediator in a variety of matters including complex commercial, antitrust, and tort cases.

Steve received his J.D. from University of Kansas School of Law where he was a member of the Order of the Coif and a Rice Scholar. Steve joined Stueve Siegel Hanson following his term as the 43rd Attorney General of Kansas. As Attorney General, Steve successfully represented the State of Kansas in complex cases in various areas including healthcare, antitrust, environmental resources and consumer protection.

Prior to becoming Attorney General, Steve served as a district court judge in Kansas. Before taking the bench, Stueve successfully prosecuted jury trials in both Kansas and Missouri state courts and in federal court.

* * *

Barrett Vahle represents businesses and individual clients in a broad range of litigation matters, from contract and antitrust disputes, to consumer and employment class actions. He was named a Missouri and Kansas Super Lawyer in 2013 and 2014. Before joining Stueve Siegel Hanson in 2009, Barrett practiced in the Kansas City office of Sonnenshein Nath & Rosenthal LLP (now known as Dentons), one of the largest law firms in the country. At Sonnenschein, Barrett concentrated his practice in business litigation, trade secret and non- compete litigation, white collar criminal defense, and appellate practice.

In 2004, Barrett obtained his J.D., with highest honors (graduating first in his class) from the University of Missouri − Columbia. During law school, he was Editor- in-Chief of the Missouri Law Review, and received the Judge Shepard Barclay Prize for the graduating law student “who has attained the highest standing in scholarship and moral leadership.” After law school, Barrett was a law clerk for the Honorable Duane Benton of the United States Court of Appeals for the Eighth Circuit, and then for Judge Dean Whipple of the United States District Court for the Western District of Missouri.

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Our Lawyers

Bradley Wilders received both his undergraduate and law degrees from the University of Missouri - Columbia. He began his professional legal employment as a law clerk for the Honorable John R. Gibson of the United States Court of Appeals for the Eighth Circuit. Brad had the rare opportunity to work on cases in five of the eleven federal circuit courts of appeals, including the First, Second, Sixth, Eighth, and Ninth.

Following his clerkship, Brad was an associate with the law firm Sidley Austin LLP in Chicago, Illinois. At Sidley, he practiced intellectual property litigation, where he defended one of the world’s largest computer companies against multiple accusations of patent infringement. His cases included both software and hardware patent claims.

Brad joined Stueve Siegel Hanson as an associate in 2009 and was named Partner in 2015. He practices in patent, copyright, trademark, and antitrust litigation.

* * *

Lindsay Todd Perkins is an experienced legal writer and researcher, having honed her skills in these areas since being admitted to the bar. Lindsay collaborates with attorneys on a variety of matters on behalf of the firm’s clients, developing strategies and arguments for briefings to the court and interpreting laws, rulings and regulations.

Lindsay earned her Juris Doctor from the University of Missouri at Kansas City School of Law, graduating first in her class. She was the Editor-in-Chief of the UMKC Law Review, and was a member of the National Moot Court team. Lindsay received an MBA from the University of Central Missouri and a bachelor’s degree in psychology from Avila University. She is admitted to the bar in Missouri and Kansas.

After law school, Lindsay served as a law clerk for the Honorable Duane Benton of the Eighth Circuit Court of Appeals and the Honorable Ortrie D. Smith, District Court judge for the Western District of Missouri. Following her clerkships, Lindsay practiced commercial and employment litigation at the law firm of Spencer Fane Britt & Browne LLP.

Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 37 of 43

Our Lawyers

J. Austin Moore received his B.A. in Political Science from the University of Mississippi, where he graduated summa cum laude and was selected as a member of Phi Beta Kappa. Austin earned his J.D. from the Washington University School of Law in St. Louis where he was an editor and published member of the Washington University Journal of Law & Policy and the 2011 recipient of the Mary Collier Hitchcock Prize, awarded to one student annually for outstanding legal writing.

Before joining Stueve Siegel Hanson in 2013, Austin was in private practice in St. Louis, Missouri, where he handled a number of complex commercial cases and maintained an active state and federal appellate practice. Austin is a regular participant in multi-district litigation and has been at the forefront of prosecuting consumer class action claims in the emerging area of data breach and privacy litigation. Austin also has experience litigating complex claims under the RICO Act, Sherman Act, Lanham Act, federal securities laws, and state antitrust and consumer protection statutes. Austin has been recognized by Super Lawyers as a Missouri & Kansas “Rising Star” in class action litigation every year since 2015. In 2016, Missouri Lawyers Weekly selected Austin as an “Up and Coming Lawyer.”

* * *

Stephanie Walters received her J.D. from the University of Missouri- Kansas City School of Law in 2007. During law school, she served as a Staff Editor of the UMKC Matrimonial Lawyer Law Journal, Executive Vice President of the Intellectual Property Law Society, and was a member of the UMKC School of Law Faculty Appointment Committee. Stephanie received an MBA from Webster University and a bachelor's degree in education from Missouri Western State University.

Stephanie joined Stueve Siegel Hanson as a staff attorney in April 2011. She became the firm's eDiscovery and Litigation Support counsel in May 2012. Stephanie counsels attorneys on electronic discovery issues including preservation, collection, search term negotiation, document review, ESI production, eDiscovery software, and forms of production. She has managed large scale document preservation, custodian interviews, ESI collection, review and production. In addition to managing the firm’s ESI issues, Stephanie frequently trains attorneys to leverage review software for increased efficiency of review and for advanced searching functionality. She has experience using Summation, Concordance, Relativity, Kaleidoscope and CasePoint review software.

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Our Lawyers

David Hickey represents businesses in a broad range of disputes, including antitrust claims, breach of contract, breach of fiduciary duty, and intellectual property claims. David also represents individual clients in a variety of matters, including violations of wage and hour laws and consumer protection laws.

David was born in Kansas City, Missouri and raised primarily in Overland Park, Kansas. David received his J.D. from the University of Kansas School of Law in 2009. During law school, David was selected to serve as Staff Editor of the Kansas Journal of Law & Public Policy and as a member of the University of Kansas Moot Court Council. David also interned as a clerk for the Honorable David J. Waxse, U.S. Magistrate Judge for the U.S. District Court, District of Kansas. In 2006, David graduated with a B.S. in Mechanical Engineering from the University of Kansas.

After law school, David practiced in Overland Park, Kansas where he represented individuals and small businesses in a variety of matters, including contract disputes, personal injuries, and violations of consumer protection laws. In 2010, David joined Stueve Siegel Hanson LLP, where he primarily handles complex business litigation.

* * *

Crystal R. Cook received her J.D. from the University of Kansas School of Law in 2013. During law school, Crystal was the Staff Editor and Co-Director of Alumni & Internal Relations of the Kansas Journal of Law & Public Policy and a recipient of the CALI Excellence for the Future Award in Construction Law & Litigation. Throughout law school, Crystal clerked at the Kansas Department of Transportation in the Office of Chief Counsel.

Prior to law school, Crystal worked in Washington, D.C. for over three years as an Executive Assistant at the White House and then as a Legislative Assistant at an international law firm providing legislative and government relations assistance to numerous clients on environmental, transportation, health care, and educational issues.

Crystal received her undergraduate degree from Fort Hays State University, cum laude, in 2007, while earning a double major in Political Science and History.

Crystal joined Stueve Siegel Hanson in 2013 where her practice includes class actions, antitrust litigation, and wage and hour litigation.

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Our Lawyers

Abby E. McClellan received her J.D. from the University of Missouri – Kansas City (UMKC) School of Law in 2013. She received the CALI award for highest grade in Civil Procedure.

Abby received her undergraduate degree from Drury University, summa cum laude, in 2008, with a Bachelor of Arts in Elementary Education and a minor in Global Studies. Abby also studied International Law at Regents College in London and with the UMKC School of Law Ireland Program.

Abby joined Stueve Siegel Hanson in 2014 where her practice includes class actions, antitrust litigation, and wage and hour litigatio

* * *

Ethan M. Lange has been recognized by his peers as a go-to litigator. He was named by Super Lawyers as a “Rising Star” in both 2014 and 2015. He has successful first chair federal jury trial experience, among his other achievements at trial. In addition to his trial exposure, he has handled numerous hearings, depositions, mediations, and motions. He is experienced at all stages of litigation and is equipped to meet his clients’ goals and objectives. Ethan is known for his hard work ethic and representing his clients vigorously and ethically.

Ethan received his J.D., magna cum laude, from Baylor Law School, where he was the Editor-in-Chief of the Baylor Law Review. He was the Number One Speaker in the Dawson & Sodd Moot Court Tournament and was selected for membership in the Order of the Barristers. After law school, Ethan was a law clerk for the Honorable Ed Kinkeade of the United States District Court for the Northern District of Texas, Dallas Division. Before joining Stueve Siegel in 2015, Ethan practiced in the Dallas office of Locke Lord LLP. Ethan’s practice is concentrated in business litigation and arbitration.

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Our Lawyers

J. Toji Calabro received his J.D. from Stanford Law School. He began his legal career in the New York and San Francisco offices of Quinn Emanuel where he gained significant experience in a broad range of commercial litigation matters including contract disputes, complex financial instruments, products liability, insurance and reinsurance disputes, and business torts.

Toji joined Stueve Siegel Hanson in 2015 where his practice includes commercial disputes, class actions and antitrust litigation.

* * *

Alexander T. Ricke is a go-to litigator for “bet the company” commercial cases as well as complex class actions. He regularly litigates business and class action cases in state and federal courts throughout the country. In commercial cases, Alex is a zealous advocate for his clients when their business and livelihood are in jeopardy. He also passionately represents plaintiffs in nationwide class actions for antitrust violations, wage and hour violations, defective products, and deceptive practices. In these high-stakes cases, Alex often litigates against lawyers from the largest firms in the country representing some of the most powerful companies in the world.

Prior to joining Stueve Siegel Hanson in 2016, Alex was in private practice in Kansas City, Missouri at a boutique complex litigation firm prosecuting business and class action cases around the country. In his practice, Alex has successfully resolved “bet the company” business cases for his clients as well as nationwide and statewide class actions for hundreds of thousands of class members.

Alex earned his Bachelor of Journalism from the University of Missouri in 2009, and earned his Juris Doctor from the University of Missouri School of Law in 2012. He is an active member of the Missouri Association of Trial Attorneys as well as the Kansas City Metropolitan Bar Association.

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Our Lawyers

C. Curtis Shank joined Stueve Siegel Hanson LLP in 2016. His practice focuses on mass tort, class action, and antitrust cases. Before joining the firm, Curtis was an associate in the Kansas City office of Bryan Cave LLP, one of the largest law firms in the United States. At Bryan Cave, Curtis gained first-chair trial experience and handled a number of complex commercial cases in both state and federal courts.

Curtis earned his J.D., magna cum laude, Order of the Coif, from the University of Missouri School of Law 2013. Curtis went on to clerk for the Honorable Daniel D. Crabtree of the United States District Court for the District of Kansas, where he worked on a wide variety of civil and criminal matters. Curtis earned his B.A. in Economics, summa cum laude, from the University of Missouri – Kansas City.

* * *

Tanner J. Edwards joined Stueve Siegel Hanson LLP in 2015. His practice focuses mass tort, class action and has experience with case investigation research.

Tanner earned his J.D. and a Business & Commercial Law Certificate from the University of Kansas School of Law. He was an editor of the University of Kansas Law Review, and earned a CALI Excellence for the Future Award in Statutory Interpretation. While in law school, Tanner served as a legal intern at Barber Emerson, L.C., as well as the Kansas Department of Parks and Wildlife.

Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 42 of 43

Our Lawyers

Emily M. Smith joined Stueve Siegel Hanson LLP in 2016. Her practice includes wage and hour litigation, and class actions, with a strong focus on client outreach and interaction.

Before joining the firm, Emily worked as Associate Underwriting Counsel for a Fortune 500 company underwriting and closing commercial real estate transactions. Emily earned her J.D. from the University of Kansas, School of Law, and was President of the Class of 2014. She earned a Certificate in Business and Commercial Law, and studied comparative international law and law of terrorism in Ireland. She interned for the Honorable David J. Waxse, United States District Court, researching and drafting memoranda and opinions on a variety of procedural matters.

More detailed biographies are available online at

www.stuevesiegel.com

Case 1:16-cv-03025-JKB Document 47-1 Filed 04/17/19 Page 43 of 43

The Right Contingency.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 1 of 75 EXHIBIT B Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 2 of 75

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

RHONDA L. HUTTON, O.D. et al., CASE NO. 1:16-CV-03025-JKB

Plaintiffs, DECLARATION OF MICHAEL

LISKOW IN SUPPORT OF v. UNOPPOSED MOTION FOR AN

AWARD OF ATTORNEYS’ FEES, NATIONAL BOARD OF EXAMINERS IN COSTS, AND EXPENSES TO CLASS OPTOMETRY, INC. COUNSEL AND NAMED PLAINTIFF

SERVICE AWARDS Defendant.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 3 of 75

I, Michael Liskow, hereby declare as follows:

1. I am a partner of the law firm The Sultzer Law Group, P.C. (“SLG”), counsel for

Plaintiff Nicole Mizrahi, O.D., in the action Mizrahi v. National Board of Examiners in

Optometry, Inc., Civil No. JKB-16-3146 (the “Mizrahi Action”).1 I have personal knowledge of the matters stated herein and, if called upon, I could and would competently testify thereto. I submit this declaration in support of the contemporaneously filed Unopposed Motion for an

Award of Attorneys’ Fees, Costs, and Expenses to Class Counsel and Named Plaintiff Service

Awards.

2. My current firm, SLG,2 working together with the Stueve Siegel firm, has contributed to the prosecution and resolution of the Actions. SLG has, among other things, assisted Stueve Siegel in (1) drafting the Settlement Agreement and Release; (2) researching and drafting the Unopposed Motion to Permit Issuance of Class Notice of Proposed Class Action

Settlement and Memorandum in Support Thereof; (3) researching and drafting supporting materials for the Unopposed Motion for an Award of Attorneys’ Fees, Costs, and Expenses to

Class Counsel and Named Plaintiff Service Awards; and (4) communicating with Plaintiff

Mizrahi regarding case issues including the proposed Settlement.

1 On November 30, 2018, this Court consolidated the Mizrahi Action with Hutton v. National Board of Examiners in Optometry, Civil No. JKB-3025 (the “Hutton Action”), and Liang v. National Board of Examiners in Optometry, Civil No. JKB-3025 (the “Liang” Action) (collectively, the “Actions”). See ECF No. 40. 2 As of the commencement of the Actions I was a partner with the law firm Wolf Haldenstein Adler Freeman & Herz, LLP (“Wolf Haldenstein”), but as of September 1, 2018, became a partner at SLG. Detailed records of my time spent working on the Actions while at Wolf Haldenstein are being separately submitted to the Court as part of the Declaration of Jeffrey G. Smith in Support of the Unopposed Motion for an Award of Attorneys’ Fees, Costs, and Expenses to Class Counsel and Named Plaintiff Service Awards, attached hereto as Exhibit 1.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 4 of 75

I. Description of Work Performed

3. As of April 15, 2019, I have spent 16.1 hours as a partner of the Sultzer Law

Group prosecuting the Actions. Accordingly, SLG’s total lodestar based on 16.1 hours at my

current hourly billing rate with SLG of $700 is $11,270.00.3 This figure reflects work that the

firm reasonably expended for the benefit of the class, and an hourly rate that is consistent with

prevailing market rates. In addition, I estimate that I will perform at least an additional 10 hours

through the conclusion of the Actions, including through researching and drafting the Motion for

Final Approval of the Settlement, communicating with Plaintiff Mizrahi, and dealing with any

other issues that may arise regarding administration of the Settlement. I have been, and will

continue to be, the sole individual at SLG performing work for the Actions.

II. SLG’s Hourly Rates

4. SLG has substantial experience with consumer class actions in general, and with

data breach cases specifically. For example, I am currently co-lead counsel in Bokelman v. FCH

Industries, Inc., Case No. 1:18-cv-00209-RJB-RLP, a data breach class action in which a

settlement has been reached, with the final approval hearing scheduled to occur May 3, 2019.

Please refer to The Sultzer Law Group’s firm resume, attached hereto as Exhibit 2, for

additional details about my and my firm’s extensive class action experience.

5. SLG maintains contemporaneous and detailed time records. Based on my years

of relevant experience of the type and quality of work done in this litigation, it is my opinion that

the firm’s billing rates, which were set in line with the prevailing rates for attorneys with similar

skills, qualifications, and experience in complex class action litigation, are reasonable.

3 It is SLG’s regular practice and policy that all firm attorneys and paralegals record time in tenth-of-an hour increments and do so as contemporaneously as possible with the expenditure of time.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 5 of 75

III. Litigation Costs

6. SLG incurred minimal litigation costs in prosecuting the Actions, and

consequently is not seeking reimbursement of such expenses from the Settlement Fund.

IV. Service Award for Plaintiff Mizrahi

7. Pursuant to the Settlement Agreement, Class Counsel request that the Court award

Service Awards of $2,000 for each of the 13 Named Plaintiffs. Plaintiff Mizrahi and the other

Plaintiffs each made the difficult decision to put their name on a lawsuit against their

profession’s governing body, a step many optometrists were unwilling to take, without which

this lawsuit could not have been initiated. In addition, Ms. Mizrahi, like the other Named

Plaintiffs, provided detailed information of the circumstances of the fraud she experienced and

her relationship with NBEO that was vital to Counsel’s investigation and litigation of the class’s

claims. Furthermore, Ms. Mizrahi has remained active in the case, communicating with Class

Counsel during subsequent phases of the case, including during the claims submission process,

providing feedback, and reviewing and approving the terms of the Settlement as being in the best

interests of the class.

8. I declare under penalty of perjury under the laws of the United States of America

that the foregoing is true and correct. Executed this 15th day of April, 2019, at New York, New

York.

/s/ Michael Liskow Michael Liskow

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 6 of 75

EXHIBIT 1 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 7 of 75

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

RHONDA L. HUTTON, O.D. et al., CASE NO. 1:16-CV-03025-JKB

Plaintiffs, DECLARATION OF JEFFREY G.

SMITH IN SUPPORT OF UNOPPOSED v. MOTION FOR AN AWARD OF

ATTORNEYS’ FEES, COSTS, AND NATIONAL BOARD OF EXAMINERS IN EXPENSES TO CLASS COUNSEL OPTOMETRY, INC. AND NAMED PLAINTIFF SERVICE

AWARDS Defendant.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 8 of 75

I, Jeffrey G. Smith, hereby declare as follows:

1. I am a partner of the law firm Wolf Haldenstein Adler Freeman & Herz LLP

(“WHAFH”), previously counsel for Plaintiff Nicole Mizrahi, O.D., in the action Mizrahi v.

National Board of Examiners in Optometry, Inc., Civil No. JKB-16-3146 (the “Mizrahi

Action”),1 and co-counsel in the action Liang v. National Board of Examiners in Optometry,

Civil No. JKB-17-3025 (the “Liang” Action).2 I have personal knowledge of the matters stated

herein and, if called upon, I could and would competently testify thereto. I submit this

declaration in support of the contemporaneously filed Unopposed Motion for an Award of

Attorneys’ Fees, Costs, and Expenses to Class Counsel and Named Plaintiff Service Awards.

2. WHAFH has contributed to the prosecution and resolution of the Actions.

WHAFH has, among other things, investigated, researched and drafted the complaint in the

Mizrahi Action; responded to motions to dismiss and to consolidate in the Mizrahi Action; and

researched and drafted the successful appellate briefing, with Stueve Siegel, challenging the

dismissal of the Mizrahi and Hutton actions.

I. Description of Work Performed

3. WHAFH staffed this case with a team of experienced class action attorneys who

performed tasks based on their skills, expertise and experience. In prosecuting these Actions

WHAFH spent a total of 300.1 hours of attorney and paralegal time, with a resulting lodestar of

1 Ms. Mizrahi was specifically represented by Michael Liskow, who left WHAFH in September 2018 and has continued to represent Ms. Mizrahi at his new firm the Sultzer Law Group. Following Mr. Liskow’s departure, WHAFH has had minimal involvement in prosecuting the Actions.

2 On November 30, 2018, this Court consolidated the Mizrahi and Liang Actions with Hutton v. National Board of Examiners in Optometry, Civil No. JKB-16-3025 (the “Hutton Action”) (collectively, the “Actions”). See ECF No. 40.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 9 of 75

$152,073.50. These figures reflect efficient staffing, work that the firm reasonably expended for

the benefit of the class, and hourly rates that are consistent with prevailing market rates.

WHAFH’s time is summarized in Exhibit A to this declaration, which shows the hours spent,

the billing rate, and total lodestar for each WHAFH attorney and paralegal who worked on the

Actions.

4. The qualifications and experience of my firm are set forth in my firm’s resume,

Exhibit B hereto.

II. WHAFH’s Hourly Rates

5. WHAFH was founded in 1888. The firm has repeatedly been appointed to lead

class actions in federal and state courts, including consumer protection and data breach cases.

6. The hourly rates for WHAFH employees are the current rates charged for our

services in both contingency and non-contingency matters. For former personnel, the lodestar

calculation is based on their billing rates in their final year of employment with my firm.

7. WHAFH’s rates have been approved in class action litigation throughout the

United States.

8. WHAFH maintained contemporaneous and detailed time records. Based on my

years of relevant experience of the type and quality of work done in this litigation, it is my

opinion that the firm’s billing rates, which were set in line with the prevailing rates for attorneys

with similar skills, qualifications, and experience in complex class action litigation, are

reasonable.

III. Litigation Costs

9. My firm’s billing rates do not reflect charges for litigation expenses. Expense

items are billed separately and such charges are not duplicated in my firm’s lodestar.

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 10 of 75

Attachment C shows $6,442.59 in unreimbursed expenses that WHAFH incurred in connection with litigating the Actions. These expenses were reasonable and necessary to the successful prosecution of this action and include filing fees, printing and copying costs, and legal research expenses.

10. The expenses set forth in Attachment C are reflected in my firm’s books and records. I will make these materials available to the Court upon request. These books and records are prepared using invoices, receipts, check records, and other source materials and are an accurate record of the expenses incurred. Third-party expenses are not marked up, meaning that the firm requests reimbursement only for the amount actually billed by the third party except that computer research bills from Lexis Nexis are billed as a pro-rated by use amount of a monthly bill that reflects a discounted monthly rate the firm receives from the vendor and applies a factor of 150% to account for otherwise unrecoverable overhead.

11. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 15th day of April, 2019, at New York, New

York.

/s/ Jeffrey G. Smith Jeffrey G. Smith

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 11 of 75

EXHIBIT A Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 12 of 75

Wolf Haldenstein Adler Freeman & Herz LLP Expense Summary Timekeeper Summary Inception to April 15, 2019

Name Years of Hours Hourly Rate Lodestar Experience Worked Attorneys Daniel W. Krasner 53 1.3 $950.00 $1,235.00 (Partner) Jeffrey Smith 40 0.5 $910.00 $455.00 (Partner) Michael Liskow 13 162.3 $545.00 $88,453.50 (Partner) Carl Malmstrom 11 100 $530.00 $53,000.00 (Associate) Professional Staff Jim Cirigliano 20 8.5 $315.00 $2,677.50 (Paralegal) Radhika Bora 9 mos. 8 $220.00 $1,760.00 (Paralegal) Ryan Dill (Paralegal) 1.5 16 $225.00 $3,600.00 David Weinstein 5 3.5 $255.00 $892.50 (Paralegal) Total 300.1 $152,073.50

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 13 of 75

EXHIBIT B Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 14 of 75

Providing Exemplary Legal Services Since 1888

------

firm resume

Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 15 of 75

Founded in 1888, Wolf Haldenstein Adler Freeman & Herz LLP is a full service law firm specializing in complex litigation in federal and state courts nationwide. The firm’s practice includes litigation, both hourly and contingent, in securities, antitrust, wage & hour, consumer fraud, false marketing, ERISA, and general and commercial matters, general representation in REIT & partnership, whistleblower, false claim, trust & estate, corporate investigation, and white collar matters, and FINRA arbitration. The Firm has a particular specialty in complex class action and other representative litigation – including investor, shareholder, antitrust, ERISA, consumer, employee, and biotechnology matters – under both federal and state law.

Wolf Haldenstein’s total practice approach distinguishes it from other firms. Our longstanding tradition of a close attorney/client relationship ensures that each one of our clients receives prompt, individual attention and does not become lost in an institutional bureaucracy. Our team approach is at the very heart of Wolf Haldenstein’s practice. All of our lawyers are readily available to all of our clients and to each other. The result of this approach is that we provide our clients with an efficient legal team having the broad perspective, expertise and experience required for any matter at hand. We are thus able to provide our clients with cost effective and thorough counsel focused on our clients’ overall goals.

270 MADISON AVENUE NEW YORK, NY 10016 Telephone: 212-545-4600 Telecopier: 212-686-0114 www.whafh.com

SYMPHONY TOWERS 70 West Madison Street 750 B STREET, SUITE 2770 Suite 1400 SAN DIEGO, CA 92101 CHICAGO, IL 60602 Telephone: 619-239-4599 Telephone: 312-984-0000 Telecopier: 619-234-4599 Telecopier: 312-214-3110

Page 2 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 16 of 75

THE FIRM

Wolf Haldenstein has been recognized by state and federal courts throughout the country as being highly experienced in complex litigation, particularly with respect to securities, consumer, ERISA, FLSA and state overtime and expense deductions, and antitrust class actions and shareholder rights litigation.

Among its colleagues in the plaintiffs’ bar, as well as among its adversaries in the defense bar, Wolf Haldenstein is known for the high ability of its attorneys, and the exceptionally high quality of its written and oral advocacy.

The nature of the Firm’s activities in both individual and representative litigation is extremely broad. In addition to a large case load of securities fraud and other investor class actions, Wolf Haldenstein has represented classes of corn and rice farmers in connection with the devaluation of their crops; contact lens purchasers for contact lens manufacturers’ violations of the antitrust laws; merchants compelled to accept certain types of debit cards; insurance policyholders for insurance companies’ deceptive sales practices; victims of unlawful strip searches under the civil rights laws; and various cases involving violations of Internet users’ on-line privacy rights.

The Firm’s experience in class action securities litigation, in particular public shareholder rights under state law and securities fraud claims arising under the federal securities laws and regulations is particularly extensive. The Firm was one of the lead or other primary counsel in securities class action cases that have recouped billions of dollars on behalf of investor classes, in stockholder rights class actions that have resulted in billions of dollars in increased merger consideration to shareholder classes, and in derivative litigation that has recovered billions of dollars for corporations.

Its pioneering efforts in difficult or unusual areas of securities or investor protection laws include: groundbreaking claims that have been successfully brought under the Investment Company Act of 1940 regarding fiduciary responsibilities of investment companies and their advisors toward their shareholders; claims under ERISA involving fiduciary duties of ERISA trustees who are also insiders in possession of adverse information regarding their fund’s primary stockholdings; the fiduciary duties of the directors of Delaware corporations in connection with change of control transactions; the early application of the fraud-on-the-market theory to claims against public accounting firms in connection with their audits of publicly traded corporations; and the application of federal securities class certification standards to state law claims often thought to be beyond the reach of class action treatment.

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Judicial Commendations

Wolf Haldenstein has repeatedly received favorable judicial recognition. The following representative judicial comments over the past decade indicate the high regard in which the Firm is held:

• In re Empire State Realty Trust, Inc. Investor Litig., No. 650607/2012 (Sup. Ct. N.Y. Co.) – On May 2, 2013, Justice O. Peter Sherwood praised the Firm in its role as chair of the committee of co-lead counsel as follows: "It is apparent to me, having presided over this case, that class counsel has performed in an excellent manner, and you have represented your clients quite well. You should be complimented for that." In awarding attorneys' fees, the Court stated that the fee was "intended to reward class counsel handsomely for the very good result achieved for the Class, assumption of the high risk of Plaintiffs prevailing and the efficiency of effort that resulted in the settlement of the case at an early stage without protracted motion practice." May 17, 2013 slip. op. at 5 (citations omitted).

• Roberts v. Tishman Speyer , 13 N.Y.3d 270 (N.Y. 2009) – On April 9, 2013, Justice Richard B. Lowe III praised the Firm’s efforts as follows: “[W]hen you have challenging cases, the one thing you like to ask for is that the legal representation on both sides rise to that level. Because when you have lawyers who are professionals, who are confident, who are experienced, each of you know that each side has a job to do [. . . .] I want to tell you that I am very satisfied with your performance and with your, quite frankly, tenacity on both sides. And it took six years, but look at the history of the litigation. There were two appeals all of the way to the Court of Appeals [. . . .] And then look at the results. I mean, there are dissents in the Court of Appeals, so that shows you the complexity of the issues that were presented in this litigation [. . . .] [I]t shows you effort that went into this and the professionalism that was exhibited [. . . .] So let me just again express my appreciation to both sides.”

• K.J. Egleston L.P. v. Heartland Industrial Partners, et al. , 2:06-13555 (E.D. Mich.) – where the Firm was Lead Counsel, Judge Rosen, at the June 7, 2010 final approval hearing, praised the Firm for doing “an outstanding job of representing [its] clients,” and further commented that “the conduct of all counsel in this case and the result they have achieved for all of the parties confirms that they deserve the national recognition they enjoy.”

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• Klein, et al. v. Ryan Beck Holdings, Inc., et al. , 06-cv-3460 (DAB) (S.D.N.Y. 2010) – where the Firm was Lead Counsel, Judge Deborah A. Batts described the Firm’s successful establishment of a settlement fund as follows: “[a] miracle that there is a settlement fund at all.” Judge Batts continued : "As I said earlier, there is no question that the litigation is complex and of a large and, if you will, pioneering magnitude ..." (Emphasis added).

• Parker Friedland v. Iridium World Communications, Ltd., 99-1002 (D.D.C.) – where the Firm was co-lead counsel, Judge Laughrey said (on October 16, 2008), “[a]ll of the attorneys in this case have done an outstanding job, and I really appreciate the quality of work that we had in our chambers as a result of this case.”

• In re Dynamic Random Access Memory Antitrust Litigation , MDL-02-1486 (N.D. Cal.) – where the Firm was co-lead counsel, Judge Hamilton said (on August 15, 2007), “I think I can conclude on the basis with my five years with you all, watching this litigation progress and seeing it wind to a conclusion, that the results are exceptional. The percentages, as you have outlined them, do put this [case] in one of the upper categories of results of this kind of [antitrust] class action. I am aware of the complexity . . . I thought that you all did an exceptionally good job of bringing to me only those matters that really required the Court’s attention. You did an exceptionally good job at organizing and managing the case, assisting me in management of the case. There was excellent coordination between all the various different plaintiffs’ counsel with your group and the other groups that are part of this litigation. . . . So my conclusion is the case was well litigated by both sides, well managed as well by both sides.”

• In re Comdisco Sec. Litigation, 01 C 2110 (N.D. Ill. July 14, 2005) – Judge Milton Shadur observed: “It has to be said . . . that the efforts that have been extended [by Wolf Haldenstein] on behalf of the plaintiff class in the face of these obstacles have been exemplary. And in my view [Wolf Haldenstein] reflected the kind of professionalism that the critics of class actions . . . are never willing to recognize. . . . I really cannot speak too highly of the services rendered by class counsel in an extraordinary difficult situation.”

• Good Morning to You Productions Corp. v. Warner/Chappell Music, Inc. , No. CV 13-04460-GHK (MRWx) (C.D. Cal., Aug. 16, 2016) – Judge George H. King

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stated: "Not all, or perhaps even most, plaintiffs' class counsel could have litigated this case as successfully as did class counsel against such a fierce and exceptionally accomplished opponent."

Recent Noteworthy Results

Wolf Haldenstein’s performance in representative litigation has repeatedly resulted in favorable results for its clients. The Firm has helped recover billions of dollars on behalf of its clients in the cases listed below. Recent examples include the following:

• In re Genetically Modified Rice Litigation , MDL 1811 (E.D. Mo.) - Wolf Haldenstein represented U.S. rice farmers in this landmark action against Bayer A.G. and its global affiliates, achieving a global recovery of $750 million. The case arose from the contamination of the nation's long grain rice crop by Bayer's experimental and unapproved genetically modified Liberty Link rice.

• Roberts v. Tishman Speyer , 13 N.Y.3d 270 (N.Y. 2009) - a class action brought on behalf of over 27,500 current and former tenants of New York City's iconic Stuyvesant Town and Peter Cooper Village housing complexes. On April 9, 2013, Justice Richard B. Lowe III of the New York Supreme Court finally approved settlement of the action, which totals over $173 million, sets aside $68.75 million in damages, re-regulates the apartments at issue, and sets preferential rents for the units that will save tenants significant monies in the future. The settlement also enables the tenants to retain an estimated $105 million in rent savings they enjoyed between 2009 and 2012. The settlement is by many magnitudes the largest tenant settlement in United States history.

• In re Empire State Realty Trust, Inc. Investor Litig. , Index No. 650607/2012 – The firm served as Chair of the Executive Committee of Co-Lead Counsel for the Plaintiffs in a class action settlement finally approved on May 2, 2013 that provides for the establishment of a $55 million settlement fund for investors, in addition to substantial tax deferral benefits estimated to be in excess of $100 million.

• American International Group Consolidated Derivative Litigation , Civil Action No. 769-VCS (Del. Ch.) The Firm acted as co-lead counsel and the settlement addressed claims alleging that the D&O Defendants breached their fiduciary

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duties to the Company and otherwise committed wrongdoing to the detriment of AIG in connection with various allegedly fraudulent schemes during the 1999-2005 time period.

• In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation , Master File No. 09 MD 2058 (S.D.N.Y.) (firm was co-lead counsel in parallel derivative action pending in Delaware ( In Re Bank of America Stockholder Derivative Litigation , C.A. No. 4307-CS (Del. Ch.)) (increase of settlement cash recovery from $20 million to $62.5 million).

• The Investment Committee of the Manhattan and Bronx Service Transit Operating Authority Pension Plan v. JPMorgan Chase Bank, N.A., 1:09-cv-04408-SAS (S.D.N.Y.) (class recovered $150 million).

• In re Tremont Sec. Law, State Law and Insurance Litig ., No. 08-civ-11117 (TPG) (SDNY) (class recovered $100 million). The firm was court-appointed co-lead counsel in the Insurance Action, 08 Civ. 557, and represented a class of persons who purchased or otherwise acquired Variable Universal Life (“VUL”) insurance policies or Deferred Variable Annuity (“DVA”) policies issued by Tremont International Insurance Limited or Argus International Life Bermuda Limited from May 10, 1994 - December 11, 2008 to the extent the investment accounts of those policies were exposed to the massive Ponzi scheme orchestrated by Bernard L. Madoff through one or more Rye funds.

• In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS) (S.D.N.Y.) (class recovered $586 million). Wolf Haldenstein served as Co-Lead Counsel of one of the largest securities fraud cases in history. Despite the United States Court of Appeals for the Second Circuit’s decision to vacate the district court’s class certification decision, on remand, counsel for plaintiffs were able to press on to a settlement on April 1, 2009, ultimately recovering in excess of a half-billion dollars.

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FIRM PRACTICE AREAS

Class Action Litigation

Wolf Haldenstein is a leader in class and derivative action litigation and is currently or has been the court-appointed lead counsel, co-lead counsel, or executive committee member in some of the largest and most significant class action and derivative action lawsuits in the United States. For example, the class action Roberts v. Tishman Speyer , 13 N.Y.3d 270 (N.Y. 2009) was recently described by a sitting member of the U.S. House of Representatives as the greatest legal victory for tenants in her lifetime. In Roberts , the Firm obtained a victory in the New York Court of Appeals requiring the reregulation of thousands of apartment units in the Stuyvesant Town complex in Manhattan, New York. Many of the firm’s other successful results are summarized within.

Private Actions for Institutional Investors

In addition to its vast class action practice, the Firm also regularly represents institutional clients such as public funds, investment funds, limited partnerships, and qualified institutional buyers in private actions. The Firm has represented institutional clients in non-class federal and state actions concerning a variety of matters, including private placements, disputes with investment advisors, and disputes with corporate management.

The Firm has also acted as special counsel to investors’ committees in efforts to assert and advance the investors’ interests without resorting to litigation. For example, the Firm served as Counsel to the Courtyard by Marriott Limited Partners Committee for several years in its dealings with Host Marriott Corporation, and as Special Counsel to the Windsor Park Properties 7 and 8 limited partners to insure the fairness of their liquidation transactions.

Antitrust Litigation

Wolf Haldenstein is a leader in antitrust and competition litigation. The Firm actively seeks to enforce the federal and state antitrust laws to protect and strengthen the rights and claims of businesses, organizations, Taft-Hartley funds, and consumers throughout the United States. To that end, Wolf Haldenstein commences large, often complex, antitrust and trade regulation class actions and other cases that target some of the most powerful and well-funded corporate interests in the world. Many of these interests exert strong influence over enforcement policy that is in the hands of elected officials, so that private enforcement provides the only true assurance that unfair and

Page 8 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 22 of 75 anticompetitive conduct will be duly scrutinized for compliance with the law. These cases frequently bring to light concealed, unlawful behavior such as price fixing, monopolization, market allocation, monopoly leveraging, essential facilities, tying arrangements, vertical restraints, exclusive dealing, and refusals to deal. Wolf Haldenstein’s Antitrust Practice Group has successfully prosecuted numerous antitrust cases and aggressively advocates remedies and restitution for businesses and investors wronged by violations of the antitrust laws. For example, in In re DRAM Antitrust Litigation , No. 02-cv-1486 (PJH) (N.D. Cal.) the firm successfully prosecuted an antitrust case resulting in a $315 million recovery. Many of the firm’s successful results are summarized within.

Wolf Haldenstein attorneys currently serve as lead counsel, co-lead counsel, or as executive committee members in some of the largest and most significant antitrust class action lawsuits.

Biotechnology and Agricultural Litigation

Wolf Haldenstein is a leader in biotechnology and agricultural litigation. The firm has represented U.S. row crop farmers and others harmed by crop supply contamination, price fixing of genetically-modified crop seeds, and false claims and representations relating to purportedly “organic” products. The firm has prosecuted actions in these fields against domestic and international biotechnology and crop science companies under the federal and state antitrust laws, consumer protection and deceptive trade practice statues, and the common law. As a leader in this field, Wolf Haldenstein pioneered approaches now commonly used in these types of cases, including the use of futures-based efficient market analyses to fashion damages models relating to the underlying commodity crops. The firm has served or is currently serving as lead or co- lead counsel in some of the most significant biotechnology and agricultural class actions pending or litigated in the United States. For example, in In re Genetically Modified Rice Litigation , MDL 1811 (E.D. Mo.) the firm prosecuted a multidistrict product liability litigation brought on behalf of United States long-grain rice farmers that ultimately settled in July 2011 for $750 million. Many of the firm’s other successful results are summarized within.

Overtime and Compensation Class Actions

Wolf Haldenstein is a leader class action litigation on behalf of employees who have not been paid overtime or other compensation they are entitled to receive, or have had improper deductions taken from their compensation. These claims under the federal

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Fair Labor Standards Act and state labor laws allege improper failure to pay overtime and other wages, and improper deductions from compensation for various company expenses. Wolf Haldenstein has served as lead or co-lead counsel, or other similar lead role, in some of the most significant overtime class actions pending in the United States, and has recovered hundreds of millions of dollars in recovered wages for its clients. For example, in LaVoice v. Citigroup Global Markets, Inc ., Case No. C 07-801 (CW) (N.D. Cal.)) a $108 million settlement was secured for the class. Many of the firm’s other successful wage and hour results are summarized within.

Other Substantial Recoveries In Class Action And Derivative Cases in Which Wolf Haldenstein Was Lead Counsel or Had Another Significant Role

• In re Beacon Associates Litigation , Master File No. 09 Civ. 0777 (LBS) (S.D.N.Y.) ($219 million settlement in this and related action).

• Roberts v. Tishman Speyer , No. 100956/2007 (Sup. Ct. N.Y. Cty.) ( $173 Million settlement).

• In re Mutual Fund Investment Litigation, MDL No. 1586 (D. Md.) (derivative counsel in consolidated cases against numerous mutual fund companies involved in market timing resulting in class/derivative settlements totaling more than $300 million ).

• Inland Western Securities Litigation, Case No. 07 C 6174 (N.D. Ill.) (settlement value of shares valued between $61.5 million and $90 million ).

• In re Direxion Shares ETF Trust , No. 09-Civ-8011 (KBF) (S.D.N.Y.) (class recovered $8 million ).

• In re BankAmerica Corp. Securities Litigation, MDL Docket No. 1264 (JFN) (E.D. Mo.) (class recovered $490 million ).

• In re Dynamic Random Access Memory Antitrust Litigation, (MD-02 1486 (N.D. Cal.) (class recovered $325 million ).

• In re MicroStrategy, Inc. Securities Litigation, Civ. No. 00-473-A (E.D. Va.) (class recovered $160 million in cash and securities).

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• Kurzweil v. Philip Morris Cos., 94 Civ. 2373, 94 Civ. 2546 (S.D.N.Y.) (securities fraud) (class recovered $116.5 million in cash).

• In re Starlink Corn Products Liability Litigation, (N.D. Ill.) (class recovered $110 million ).

• In Computer Associates 2002 Class Action Sec. Litigation, 2:02-CV-1226 (E.D.N.Y.) ($130 million settlement in this and two related actions).

• In re Sepracor Inc. Securities Litigation, Civ. No. 02-12338 (MEL) (D. Mass.) (classes recovered $52.5 million ).

• In re Transkaryotic Therapies, Inc., Securities Litigation , C.A. No. 03-10165-RWZ (D. Mass) (class recovered $50 million ).

• In re Iridium Securities Litigation, C.A. No. 99-1002 (D.D.C.) (class recovered $43 million ).

• In re J.P. Morgan Chase Securities Litigation, MDL No. 1783 (N.D. Ill.) (settlement providing for adoption of corporate governance principles relating to potential corporate transactions requiring shareholder approval).

• LaVoice v. Citigroup Global Markets, Inc ., Case No. C 07-801 (CW) (N.D. Cal.)) ($108 million settlement).

• Steinberg v. Morgan Stanley & Co., Inc. , Case No. 06-cv-2628 (BEN) (S.D. Cal.) ($50 million settlement).

• Poole v. Merrill Lynch, Pierce, Fenner & Smith Inc. , Case No. CV-06-1657 (D. Or.) ($43.5 million settlement).

• In re Wachovia Securities, LLC Wage and Hour Litigation , MDL No. 07-1807 DOC (C.D. Cal.) ( $39 million settlement).

• In re Wachovia Securities, LLC Wage and Hour Litigation (Prudential) , MDL No. 07-1807 DOC (C.D. Cal.) ( $11 million settlement).

• Basile v. A.G. Edwards, Inc ., 08-CV-00338-JAH-RBB (S.D. Cal.) ( $12 million settlement).

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• Miguel Garcia, et al. v. Lowe’s Home Center, Inc. et al. – Case No. GIC 841120 (Barton) (Cal. Sup. Ct, San Diego) (co-lead, $1.65 million settlement w/ average class member recovery of $5,500, attorney fees and cost awarded separately).

• Neil Weinstein, et al. v. MetLife, Inc., et al. – Case No. 3:06-cv-04444-SI (N.D.Cal) (co-lead, $7.4 million settlement).

• Creighton v. Oppenheimer , Index No. 1:06 - cv - 04607 - BSJ - DCF (S.D.N.Y.) ($2.3 million settlement).

• Klein v. Ryan Beck , 06-CV-3460 (DAB)(S.D.N.Y.) ($1.3 million settlement).

• In re American Pharmaceutical Partners, Inc. Shareholder Litigation, Consolidated C.A. No. 1823-N (Del. Ch. Ct.) ($14.3 million settlement).

• Egleston v. Collins and Aikman Corp., 06-cv-13555 (E.D. Mich.) (class recovered $12 million ).

• In re Merrill Lynch & Co., Inc. Global Technology Fund Securities Litigation, 02 CV 7854 (JFK) (SDNY); and In re Merrill Lynch & Co., Inc. Focus Twenty Fund Securities Litigation , 02 CV 10221 (JFK) (SDNY) (class recovered $39 million in combined cases).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, No. 6:04-cv-1231 (Orl-31) (class recovered $35 million , and lawsuit also instrumental in $225 million benefit to corporation).

• In re Cablevision Systems Corp. Shareholder Derivative Litigation , Master File No. 06-CV-4130-DGT-AKT ($34.4 million recovery).

• In re Monster Worldwide, Inc. Stock Option Derivative Litigation, Master File No. 06cv4622 (S.D.N.Y.) ( $32 million recovery and corporate governance reforms).

• Berger v. Compaq Computer Corp., Docket No. 98-1148 (S.D. Tex.) (class recovered $29 million ).

• In re Arakis Energy Corporation Securities Litigation, 95 CV 3431 (E.D.N.Y.) (class recovered $24 million ).

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• In re E.W. Blanche Holdings, Inc. Securities Litigation , Civ. No. 01-258 (D. Minn.) (class recovered $20 million ).

• In re Globalstar Securities Litigation, Case No. 01-CV-1748 (SHS) (S.D.N.Y.) (class recovered $20 million ).

• In re Luxottica Group S.p.A. Securities Litigation, No. CV 01-3285 (E.D.N.Y) (class recovered $18.25 million ).

• In re Musicmaker.com Securities Litigation, CV-00-2018 (C.D. Cal.) (class recovered $13.75 million ).

• In re Comdisco Securities Litigation, No. 01 C 2110 (MIS) (N.D. Ill.) (class recovered $13.75 million ).

• In re Acclaim Entertainment, Inc., Securities Litigation, C.A. No. 03-CV-1270 (E.D.N.Y.) (class recovered $13.65 million ).

• In re Concord EFS, Inc. Securities Litigation , No. 02-2097 (MA) (W.D. Tenn) (class recovered $13.25 million ).

• In re Bausch & Lomb, Inc. Securities Litigation, 01 Civ. 6190 (CJS) (W.D.N.Y.) (class recovered $12.5 million ).

• In re Allaire Corp. Securities Litigation, 00-11972 (D. Mass.) (class recovered $12 million ).

• Bamboo Partners LLC v. Robert Mondavi Corp., No. 26-27170 (Cal. Sup. Ct.) (class recovered $10.8 million ).

• Curative Health Services Securities Litigation, 99-2074 (E.D.N.Y.) (class recovered $10.5 million ).

• City Partnership Co. v. Jones Intercable , 99 WM-1051 (D. Colo.) (class recovered $10.5 million ).

• In re Aquila, Inc., (ERISA Litigation), 04-865 (W.D. Mo.) ( $10.5 million recovery for the class).

• In re Tenfold Corporation Securities Litigation, 2:00-CV-652 (D. Utah) (class recovered $5.9 million ).

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• In re Industrial Gas Antitrust Litigation , 80 C 3479 and related cases (N.D. Ill.) (class recovered $50 million ).

• In re Chor-Alkalai and Caustic Soda Antitrust Litigation , 86-5428 and related cases (E.D. Pa.) (class recovered $55 million ).

• In re Infant Formula Antitrust Litigation, MDL No. 878 (N.D. Fla.) (class recovered $126 million ).

• In re Brand Name Prescription Drugs Antitrust Litigation, No. 1:94-cv-00897, M.D.L. 997 (N.D. Ill.) (class recovered $715 million ).

• Landon v. Freel, M.D.L. No. 592 (S.D. Tex.) (class recovered $12 million ).

• Holloway v. Peat, Marwick, Mitchell & Co., No. 84 C 814 EU (N.D. Okla.) (class recovered $38 million ).

• In re The Chubb Corp. Drought Insurance Litigation, C-1-88-644 (S.D. Ohio) (class recovered $100 million ).

• Wong v. Megafoods, Civ-94-1702 (D. Ariz.) (securities fraud) (class recovered $12.25 million ).

• In re Del Val Financial Corp. Securities Litigation, 92 Civ 4854 (S.D.N.Y.) (class recovered $11.5 million ).

• In re Home Shopping Network Shareholders Litigation, Consolidated Civil Action No. 12868, (Del. Ch. 1995) (class recovered $13 million ).

• In re Paine Webber Limited Partnerships Litigation, 94 Civ 8547 (S.D.N.Y.) (class recovered $200 million ).

• In re Bristol-Meyers Squibb Co. Securities Litigation, 92 Civ 4007 (S.D.N.Y.) (class recovered $19 million ).

• In re Spectrum Information Technologies Securities Litigation, CV 93-2245 (E.D.N.Y.) (class recovered $13 million ).

• In re Chase Manhattan Securities Litigation, 90 Civ. 6092 (LJF) (S.D.N.Y.) (class recovered $17.5 million ).

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• Prostic v. Xerox Corp ., No. B-90-113 (EBB) (D. Conn.) (class recovered $9 million ).

• Steiner v. Hercules, Civil Action No. 90-442-RRM (D. Del.) (class recovered $18 million ).

• In re Ambase Securities Litigation, 90 Civ 2011 (S.D.N.Y.) (class recovered $14.6 million ).

• In re Southmark Securities Litigation, CA No. 3-89-1402-D (N.D. Tex.) (class recovered $70 million ).

• Steiner v. Ideal Basic Industries, Inc., No. 86-M 456 (D. Colo. 1989) (securities fraud) (class recovered $18 million ).

• Tucson Electric Power Derivative Litigation, 2:89 Civ. 01274 TUC. ACM (corporation recovered $30 million ).

• Alleco Stockholders Litigation, (Md. Cir. Ct. Pr. Georges County) (class recovered $16 million ).

• In re Revlon Group, Inc. Shareholders Litigation , No. 8362 (Del. Ch.) (class recovered $30 million ).

• In re Taft Broadcasting Company Shareholders Litigation, No. 8897 (Del. Ch.) (class recovered $20 million ).

• In re Southland Corp. Securities Litigation, No. 87-8834-K (N.D.Tex.) (class recovered $20 million ).

• In re Crocker Bank Securities Litigation , CA No. 7405 (Del. Ch.) (class recovered $30 million ).

• In re Warner Communications Securities Litigation, No. 82 Civ. 8288 (JFK) (S.D.N.Y.) (class recovered $17.5 million ).

• Joseph v. Shell Oil, CA No. 7450 (Del. Ch.) (securities fraud) (class recovered $200 million ).

• In re Flight Transportation Corp. Securities Litigation, Master Docket No. 4-82-874, MDL No. 517 (D. Minn.) (recovery of over $50 million ).

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• In re Whittaker Corporation Securities Litigation, CA000817 (Cal. Super. Ct., Los Angeles County) (class recovered $18 million ).

• Naevus International, Inc. v. AT&T Corp., C.A. No. 602191/99 (N.Y. Sup. Ct.) (consumer fraud) (class recovered $40 million ).

• Sewell v. Sprint PCS Limited Partnership , C.A. No. 97-188027/CC 3879 (Cir. Ct. for Baltimore City) (consumer fraud) (class recovered $45.2 million ).

• In re Vytorin/Zetia Marketing, Sales Practices and Products Liability Litigation, 2:08- cv-285 (D.N.J.) (class recovered $41.5 million ).

• Egleston v. Verizon , No. 104784/2011 (N.Y. Sup. Ct.) – Wolf Haldenstein represented a class of New York Verizon Centrex customers in an action against Verizon stemming from overbilling of certain charges. The Firm secured a settlement with a total value to the Class of over $5 million , which provided, among other things, each class member with full refunds of certain disputed charges, plus interest.

• Zelouf Int’l Corp. v. Nahal Zelouf , Index No. 653652/2014 (Sup. Ct. N.Y. Co. 2015). In an important trial decision following an appraisal proceeding triggered by the freeze-out merger of a closely-held corporation, which also included shareholder derivative claims, Justice Kornreich of the New York Supreme Court refused to apply a discount for lack of marketability to the minority interest in the former corporation and found that the insiders stole more than $14 million dollars; the minority shareholder recovered over $9 million.

• Zelouf Int’l Corp. v. Zelouf , 45 Misc.3d 1205(A) (Sup. Ct. N.Y. Co., 2014). The Court rejected application of a discount for lack of marketability and awarded a $10,031,438.28 judgment following an eleven day bench trial in the Commercial Division of the Supreme Court of the State of New York (New York County) on the value of a minority interest in a closely held corporation.

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Representative Reported Opinions Since 1990 in Which Wolf Haldenstein Was Lead Counsel or Had Another Significant Role

Federal Appellate and District Court Opinions

• DeFrees v. Kirkland , 2012 U.S. Dist. LEXIS 52780 (C.D. Cal. Apr. 11, 2012).

• In re Beacon Associates Litigation., 745 F. Supp. 2d 386 (S.D.N.Y. 2010); In re Beacon Associates Litig., 282 F.R.D. 315 (S.D.N.Y. 2012)

• Messner v. Northshore University HealthSystem , 669 F.3d 802, No. 10-2514 (7th Cir. Jan. 13, 2012).

• In re Text Message Antitrust Litigation , 630 F.3d, 622 (7th Cir. 2010).

• In re Apple & ATTM Antitrust Litig ., 2010 U.S. Dist. LEXIS 98270 (N.D. Cal. July 8, 2010).

• Freeland v. Iridium World Communications Ltd ., 545 F.Supp.2d 59 (D.D.C. 2008).

• In re Apple & AT&TM Antitrust Litig ., 596 F. Supp. 2d 1288 (N.D. Cal. 2008).

• Harzewski v. Guidant Corp., 489 F.3d 799 (7th Cir. 2007).

• In re JP Morgan Chase & Co. Securities Litigation, No. 06 C 4674, 2007 U.S. Dist. LEXIS 93877 (N.D. Ill. Dec. 18, 2007).

• Schoenbaum v. E.I. Dupont De Nemours and Co. , 2007 WL 2768383 (E.D. Mo. Sept. 20, 2007).

• Jeffries v. Pension Trust Fund, 99 Civ. 4174 (LMM), 2007 U.S. Dist. LEXIS 61454 (S.D.N.Y. Aug. 20, 2007).

• Klein v. Ryan Beck, 06-Civ. 3460 (WCC), 2007 U.S. Dist. LEXIS 51465 (S.D.N.Y. July 13, 2007).

• Cannon v. MBNA Corp. No. 05-429 GMS, 2007 U.S. Dist. LEXIS 48901 (D. Del. 2007).

• In re Aquila ERISA Litig. , 237 F.R.D. 202 (W.D. Mo. 2006).

• Smith v. Aon Corp., 238 F.R.D. 609 (N.D. Ill. 2006).

Page 17 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 31 of 75

• In re Sepracor Inc. Securities Litigation, 233 F.R.D. 52 (D. Mass. 2005).

• In re Transkaryotic Therapies, Inc. Securities Litigation, No. 03-10165, 2005 U.S. Dist. LEXIS 29656 (D. Mass. Nov. 28, 2005).

• In re Luxottica Group, S.p.A. Securities Litigation, 2005 U.S. Dist. LEXIS 9071 (E.D.N.Y. May 12, 2005).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, 2005 U.S. Dist. LEXIS 38876, No. 6:04-cv-1231-Orl-31KRS (M.D. Fla. May 9, 2005).

• Johnson v. Aegon USA, Inc., 1:01-CV-2617 (N.D. Ga. Sept. 20, 2004).

• Freeland v. Iridium World Communications, Ltd., 99-1002 (D.D.C. Aug. 31, 2004).

• In re Acclaim Entertainment, Inc. Securities Litigation, 03-CV-1270 (E.D.N.Y. June 22, 2004).

• In re Sepracor Inc. Securities Litigation, 308 F. Supp. 2d 20 (D. Mass. 2004).

• In re Concord EFS, Inc. Securities Litigation, No. 02-2697 (W.D. Tenn. Jan. 7, 2004).

• In re Pharmatrak, Inc. Privacy Litig. , 2003 U.S. App. LEXIS 8758 (1st Cir. May 9, 2003).

• In re Enterprise Mortgage Acceptance Co., LLC, Sec. Litig. , 02-Civ. 10288 (SWK) (S.D.N.Y. Nov. 5, 2003).

• In re PerkinElmer, Inc. Securities Litigation, 286 F. Supp. 2d 46 (D. Mass. 2003).

• In re Initial Public Offering Securities Litigation, 241 F. Supp. 2d 281 (S.D.N.Y. 2003).

• In re Comdisco Securities Litigation, No. 01 C 2110, 2003 U.S. Dist. LEXIS 5047 (N.D. Ill. Mar. 31, 2003).

• Berger v. Compaq Computer Corp., 257 F.3d 475 (2001), clarified, 279 F.3d 313 (5th Cir. 2002).

• City Partnership Co. v. Cable TV Fund 14-B, 213 F.R.D. 576 (D. Colo. 2002).

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• In re Allaire Corporation Securities Litigation, Docket No. 00-11972 - WGY, 2002 U.S. Dist. LEXIS 18143 (D. Mass., Sept. 27, 2002).

• In re StarLink Corn Products Liability Litigation, 212 F.Supp.2d 828 (N.D. Ill. 2002).

• In re Bankamerica Corp. Securities Litigation , 263 F.3d 795 (8th Cir. 2001).

• In re Comdisco Securities Litigation, 166 F.Supp.2d 1260 (N.D. Ill. 2001).

• In re Crossroads Systems, Inc. Securities Litigation, Master File No. A-00-CA-457 JN, 2001 U.S. Dist. LEXIS 14780 (W.D. Tx. Aug. 15, 2001).

• In re MicroStrategy, Inc. Securities Litigation, 150 F. Supp. 2d 896 (E.D. Va. 2001).

• Lindelow v. Hill, No. 00 C 3727, 2001 U.S. Dist. LEXIS 10301 (N.D. Ill. July 19, 2001).

• In re MicroStrategy, Inc. Securities Litigation, 148 F. Supp. 2d 654 (E.D. Va. 2001).

• Jeffries v. Pension Trust Fund of the Pension, Hospitalization & Benefit Plan of the Electrical Industry, 172 F. Supp. 2d 389 (S.D.N.Y. 2001).

• Carney v. Cambridge Technology Partners, Inc., 135 F. Supp. 2d 235 (D. Mass. 2001).

• Weltz v. Lee, 199 F.R.D. 129 (S.D.N.Y. 2001).

• Schoers v. Pfizer, Inc., 00 Civ. 6121, 2001 U.S. Dist. LEXIS 511 (S.D.N.Y. Jan. 23, 2001).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 2001 U.S. Dist. LEXIS 83 (S.D.N.Y. Jan. 9, 2001).

• Goldberger v. Bear, Stearns & Co., 98 Civ. 8677 (JSM), 2000 U.S. Dist. LEXIS 18714 (S.D.N.Y. Dec. 28, 2000).

• In re Newell Rubbermaid, Inc., Securities Litigation, Case No. 99 C 6853, 2000 U.S. Dist. LEXIS 15190 (N.D. Ill. Oct. 2, 2000).

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• Stanley v. Safeskin Corp., Case No. 99 CV 454 BTM (LSP), 2000 U.S. Dist. LEXIS 14100, Fed. Sec. L. Rep. (CCH) P91, 221 (S.D. Cal. Sept. 18, 2000).

• In re MicroStrategy, Inc. Securities Litigation, 115 F. Supp. 2d 620 (E.D. Va. 2000).

• In re USA Talks.com, Inc. Securities Litigation, 2000 U.S. Dist. LEXIS 14823, Fed. Sec. L. Rep. (CCH) P91, 231 (S.D. Cal. Sept. 14, 2000).

• In re Sotheby’s Holdings, Inc. Securities Litigation, 00 CIV. 1041 (DLC), 2000 U.S. Dist. LEXIS 12504, Fed. Sec. L. Rep. (CCH) P91, 059 (S.D.N.Y. Aug. 31, 2000).

• Dumont v. Charles Schwab & Co., Inc., Civil Action No. 99-2840 2000 U.S. Dist. LEXIS 10906 (E.D. La. July 21, 2000).

• Berger v. Compaq Computer Corp., Civil Action No. H-98-1148, 2000 U.S. Dist. LEXIS 21424 (S.D. Tex. July 17, 2000).

• In re BankAmerica Corp. Securities Litigation, 95 F. Supp. 2d 1044 (E.D. Mo. 2000).

• In re Carnegie International Corp. Securities Litigation, 107 F. Supp. 2d 676 (D. Md. 2000).

• Berger v. Compaq Computer Corp., Civil Action No. H-98-1148, 2000 U.S. Dist. LEXIS 21423 (S.D. Tex. Mar. 13, 2000).

• In re Imperial Credit Industries Securities Litigation, CV 98-8842 SVW, 2000 U.S. Dist. LEXIS 2340 (C.D. Cal. Feb. 23, 2000).

• Sturm v. Marriott Marquis Corp., 85 F. Supp. 2d 1356 (N.D. Ga. 2000).

• In re Health Management Systems Securities Litigation, 82 F. Supp. 2d 227 (S.D.N.Y. 2000).

• Dumont v. Charles Schwab & Co., Inc. , Civil Action No. 99-2840, 2000 U.S. Dist. LEXIS 619 (E.D. La. Jan. 19, 2000).

• In re MicroStrategy, Inc. Securities Litigation, 110 F. Supp. 2d 427 (E.D. Va. 2000).

• In re BankAmerica Corp. Securities Litigation, 78 F. Supp. 2d 976 (E.D. Mo. 1999).

Page 20 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 34 of 75

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 1999 U.S. Dist. LEXIS 18378 (S.D.N.Y. Nov. 24, 1999).

• In re Nanophase Technologies Corp. Litigation, 98 C 3450, 1999 U.S. Dist. LEXIS 16171 (N.D. Ill. Sept. 27, 1999).

• In re Clearly Canadian Securities Litigation, File No. C-93-1037-VRW, 1999 U.S. Dist. LEXIS 14273 Cal. Sept. 7, 1999).

• Yuan v. Bayard Drilling Technologies, Inc., 96 F. Supp. 2d 1259 (W.D. Okla. 1999).

• In re Spyglass, Inc. Securities Litigation, No. 99 C 512, 1999 U.S. Dist. LEXIS 11382 (N.D. Ill. July 20, 1999).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-CV-3183-TWT, 1999 U.S. Dist. LEXIS 11595 (N.D. Ga. June 30, 1999).

• Blue Cross & Blue Shield of N.J., Inc. v. Philip Morris, Inc., 98 CV 3287, 1999 U.S. Dist. LEXIS 11363 (E.D.N.Y. June 1, 1999).

• Carley Capital Group v. Deloitte & Touche, L.L.P ., 1:97-CV-3183-TWT, 1999 U.S. Dist. LEXIS 1368, Fed. Sec. L. Rep. (CCH) P90, 429 (N.D. Ga. Jan. 19, 1999).

• Longman v. Food Lion, Inc ., 186 F.R.D. 331 (M.D.N.C. 1999).

• Wright v. Ernst & Young LLP, 152 F.3d 169 (2d Cir. 1998).

• Romine v. Compuserve Corp., 160 F.3d 337 (6th Cir. 1998).

• Felzen v. Andreas, 134 F.3d 873 (7th Cir. 1998).

• Walsingham v. Biocontrol Technology, Inc ., 66 F. Supp. 2d 669 (W.D. Pa. 1998).

• Sturm v. Marriott Marquis Corp., 26 F. Supp. 2d 1358 (N.D. Ga. 1998).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 27 F. Supp. 2d 1324 (N.D. Ga. 1998).

• In re MobileMedia Securities Litigation, 28 F.Supp.2d 901 (D.N.J. 1998).

• Weikel v. Tower Semiconductor, Ltd., 183 F.R.D. 377 (D.N.J. 1998).

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• In re Health Management Systems Securities Litigation, 97 Civ. 1865 (HB), 1998 U.S. Dist. LEXIS 8061 (S.D.N.Y. May 27, 1998).

• In re Painewebber Ltd. Partnership Litigation, 999 F. Supp. 719 (S.D.N.Y. 1998).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-cv-3183-TWT, 1998 U.S. Dist. LEXIS 23222 (N.D. Ga. Feb. 10, 1998).

• Brown v. Radica Games (In re Radica Games Securities Litigation), No. 96-17274, 1997 U.S. App. LEXIS 32775 (9th Cir. Nov. 14, 1997).

• Robbins v. Koger Properties, 116 F.3d 1441 (11th Cir. 1997).

• In re TCW/DW North American Government Income Trust Securities Litigation , 95 Civ. 0167 (PKL), 1997 U.S. Dist. LEXIS 18485 (S.D.N.Y. Nov. 20, 1997).

• Wright v. Ernst & Young, LLP, 97 Civ. 2189 (SAS), 1997 U.S. Dist. LEXIS 13630 (S.D.N.Y. Sept. 9, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23646 (C.D. Ill. July 7, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23647 (C.D. Ill. July 7, 1997).

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc., 964 F. Supp. 147 (S.D.N.Y. 1997).

• Kurzweil v. Philip Morris Companies, 94 Civ. 2373 (MBM), 1997 U.S. Dist. LEXIS 4451 (S.D.N.Y. April 8, 1997).

• Bobrow v. Mobilmedia, Inc., Civil Action No. 96-4715, 1997 U.S. Dist. LEXIS 23806 (D.N.J. March 31, 1997).

• Kalodner v. Michaels Stores, Inc., 172 F.R.D. 200 (N.D.Tex. 1997).

• In re Painewebber Ltd. Partnerships Litigation, 171 F.R.D. 104 (S.D.N.Y. 1997).

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc., 95 Civ. 8422 (LAK), 1997 U.S. Dist. LEXIS 1226 (S.D.N.Y. Feb. 7, 1997).

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• In re Painewebber Inc. Limited Partnerships Litigation, 94 F.3d 49 (2d Cir. 1996).

• Glassman v. Computervision Corp., 90 F.3d 617 (1st Cir. 1996).

• Alpern v. Utilicorp United, Inc., 84 F.3d 1525 (8th Cir. 1996).

• Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996).

• Dresner Co. Profit Sharing Plan v. First Fidelity Bank, N.A., 95 Civ. 1924 (MBM), 1996 U.S. Dist. LEXIS 17913 (S.D.N.Y. Dec. 3, 1996).

• Simon v. American Power Conversion Corp., 945 F. Supp. 416 (D.R.I. 1996).

• TII Industries, Inc., 96 Civ. 4412 (SAS), 1996 U.S. Dist. LEXIS 14466 (S.D.N.Y. Oct. 1, 1996).

• In re TCW/DW North American Government Income Trust Securities Litigation, 941 F. Supp. 326 (S.D.N.Y. Oct. 1, 1996).

• In re Painewebber Ltd. Partnership Litigation, 94 Civ. 8547 (SHS), 1996 U.S. Dist. LEXIS 9195 (S.D.N.Y. June 28, 1996).

• In re Tricord Systems, Inc., Securities Litigation, Civil No. 3-94-746, 1996 U.S. Dist. LEXIS 20943 (D. Minn. April 5, 1996).

• In re Painewebber Limited Partnership Litigation, 94 Civ. 8547 (SHS), 1996 U.S. Dist. LEXIS 1265 (S.D.N.Y. Feb. 6, 1996).

• Riley v. Simmons , 45 F.3d 764 (3d Cir. 1995).

• Stepak v. Addison, 20 F.3d 398 (11th Cir. 1994).

• Zitin v. Turley, [1991 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶ 96,123 (D. Ariz. June 20, 1994).

• In re Southeast Hotel Properties Limited Partnership Investor Litigation , 151 F.R.D. 597 (W.D.N.C. 1993).

• County of Suffolk v. Long Island Lighting Co., 907 F.2d 1295 (2d Cir. 1990).

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Notable State Court Opinions

• McWilliams v. City of Long Beach , 56 Cal. 4th 613 (2013).

• Roberts v. Tishman Speyer , 89 A.D.3d 444 (N.Y. App. Div. 1st Dep't 2011).

• Roberts v. Tishman Speyer , 13 N.Y.3d 270 (N.Y. 2009).

• Ardon v. City of Los Angeles , 52 Cal.4th 241 (2011).

• In re Tyson Foods, Inc., Consolidated Shareholder Litigation, 919 A. 2d 563 (Del. Ch. 2007).

• Naevus Int’l v. AT&T Corp., 283 A.D.2d 171, 724 N.Y.S.2d 721 (2001).

• Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34 (Del. Super. Ct. 1994).

• In re Western National Corp. Shareholders Litigation, Consolidated C.A. No. 15927, 2000 Del. Ch. LEXIS 82 (May 22, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634, 2000 Del. Ch. LEXIS 90 (May 5, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, Consolidated C.A. No. 14634, 2000 Del. Ch. LEXIS 10 (Jan. 27, 2000).

• In re Marriott Hotels Properties II Limited Partnership Unitholders Litigation, Consolidated C.A. No. 14961, 2000 Del. Ch. LEXIS 17 (Jan. 24, 2000).

• Romig v. Jefferson-Pilot Life Insurance Company, 132 N.C. App. 682, 513 S.E.2d 598 (Ct. App. 1999), aff’d , 351 N.C. 349, 524 S.E.2d 804 (N.C. 2000).

• Wallace v. Wood, 752 A.2d 1175 (Del. Ch. 1999).

• Greenwald v. Batterson, C.A. No. 16475, 1999 Del. Ch. LEXIS 158 (July 26, 1999).

• Brown v. Perrette, Civil Action No. 13531, 1999 Del. Ch. LEXIS 92 (May 18, 1999).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634, 1997 Del. Ch. LEXIS 146 (Oct. 15, 1997).

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• In re Marriott Hotel Properties II Limited Partnership Unitholders Litigation, Consolidated C.A. No. 14961, 1997 Del. Ch. LEXIS 128 (Sept. 17, 1997).

• In re Cheyenne Software Shareholders Litigation, Consolidated C.A. No. 14941, 1996 Del. Ch. LEXIS 142 (Nov. 7, 1996).

• Seinfeld v. Robinson, 246 A.D.2d 291, 676 N.Y.S.2d 579 (N.Y. 1998).

• Werner v. Alexander , 130 N.C. App . 435, 502 S.E.2d 897 (N.C. Ct. App. 1998).

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ATTORNEY BIOGRAPHIES

The qualifications of the attorneys in the Wolf Haldenstein Litigation Group are set forth below and are followed by descriptions of some of the Firm’s attorneys who normally practice outside the Litigation Group who contribute significantly to the class action practice from time to time. Partners

DANIEL W. KRASNER : admitted: New York; Supreme Court of the United States; U.S. Courts of Appeals for the Second, Third, Fourth, Sixth, Eighth, Ninth, Tenth, and Eleventh Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, Central District of Illinois, and Northern District of Michigan. Education: Yale Law School (LL.B., 1965); Yeshiva College (B.A., 1962). Mr. Krasner, a partner in the Firm’s New York office, is the senior partner of Wolf Haldenstein’s Class Action Litigation Group. He began practicing law with Abraham L. Pomerantz, generally credited as the "Dean of the Class Action Bar." He founded the Class Litigation Group at Wolf Haldenstein in 1976. Mr. Krasner received judicial praise for his class action acumen as early as 1978. See, e.g. , Shapiro v. Consolidated Edison Co ., [1978 Transfer Binder] Fed. Sec. L. Rep. (CCH) & 96,364 at 93,252 (S.D.N.Y. 1978) (“in the Court’s opinion the reputation, skill and expertise of . . . [Mr.] Krasner, considerably enhanced the probability of obtaining as large a cash settlement as was obtained”); Steiner v. BOC Financial Corp ., [1980 Transfer Binder] Fed. Sec. L. Rep. (CCH) & 97,656, at 98,491.4, (S.D.N.Y. 1980) (“This Court has previously recognized the high quality of work of plaintiffs’ lead counsel, Mr. Krasner”). The New York Law Journal referred to Mr. Krasner as one of the “top rank plaintiffs’ counsel” in the securities and class action fields. In connection with a failed 1989 management buyout of United Airlines, Mr. Krasner testified before Congress.

More recently, Mr. Krasner has been one of the lead attorneys for plaintiffs in some of the leading Federal multidistrict cases in the United States, including the IPO Litigation in the Southern District of New York, the Mutual Fund Market Timing Litigation in the District of Maryland, and several Madoff-related litigations pending in the Southern District of New York. Mr. Krasner has also been lead attorney in several precedent- setting shareholder actions in Delaware Chancery Court and the New York Court of Appeals, including American International Group, Inc. v. Greenberg , 965 A.2d 763 (Del. Ch. 2009) and the companion certified appeal, Kirschner v. KPMG LLP , Nos. 151, 152, 2010 N.Y. LEXIS 2959 (N.Y. Oct. 21, 2010); Teachers' Retirement System of Louisiana and City of New Orleans Employees' Retirement System, derivatively on behalf of nominal defendant

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American International Group, Inc., v. PricewaterhouseCoopers LLP , No. 152 (New York, October 21, 2010); In re CNX Gas Corp. S'holders Litig. , C.A. No. 5377-VCL, 2010 Del. Ch. LEXIS 119 (Del. Ch., May 25, 2010); In re CNX Gas Corp. S'holders Litig. , C.A. No. 5377- VCL, 2010 Del. Ch. LEXIS 139, (Del. Ch. July 5, 2010), appeal refused, 2010 Del. LEXIS 324, 2010 WL 2690402 (Del. 2010).

Mr. Krasner has lectured at the Practicing Law Institute; Rutgers Graduate School of Business; Federal Bar Council; Association of the Bar of the City of New York; Rockland County, New York State, and American Bar Associations; Federal Bar Council, and before numerous other bar, industry, and investor groups.

FRED TAYLOR ISQUITH : admitted : New York; Supreme Court of the United States; U.S. Courts of Appeals for the First, Second, Third, Fourth and Eighth Circuits; U.S. District Courts for the Southern, Eastern and Northern Districts of New York; District of Columbia; District of Arizona; District of Colorado; Northern and Central District of Illinois; Western District of Michigan and District of Nebraska. Education : Columbia University Law School (J.D. 1971), City University of New York (Brooklyn) (B.A., 1968).

Mr. Isquith is a senior partner in the litigation department. He has been lead counsel in numerous class actions in the fields of securities law and antitrust law (as well as others) in his more than forty years of experience. Courts have commented about Mr. Isquith as follows:

· Parker Friedland v. Iridium World Communications, Ltd. , 99-1002 (D.D.C.) – where the Firm was co-lead counsel, Judge Laughrey said (on October 16, 2008), “[a]ll of the attorneys in this case have done an outstanding job, and I really appreciate the quality of work that we had in our chambers as a result of this case.”

· In re Dynamic Random Access Memory Antitrust Litigation , MDL-02-1486 (N.D. Cal.) – where the Firm was co-lead counsel, Judge Hamilton said (on August 15, 2007), “I think I can conclude on the basis with my five years with you all, watching this litigation progress and seeing it wind to a conclusion, that the results are exceptional. The percentages, as you have outlined them, do put this [case] in one of the upper categories of results of this kind of [antitrust] class action. I am aware of the complexity . . . I thought that you all did an exceptionally good job of bringing to me only those matters that really required the Court’s attention. You did an exceptionally good job at organizing and managing the case, assisting me in management of the case. There was excellent coordination between all the various different plaintiffs’ counsel with your group and the other groups that are part of this litigation. . . So my conclusion is the

Page 27 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 41 of 75 case was well litigated by both sides, well managed as well by both sides.”

· In re MicroStrategy Securities Litigation , 150 F. Supp. 2d 896, 903 (E.D. Va. 2001) – where the Firm was co-lead counsel, Judge Ellis commented: “Clearly, the conduct of all counsel in this case and the result they have achieved for all of the parties confirms that they deserve the national recognition they enjoy.”

· In re Public Service Co. of New Hampshire Derivative Litigation , 84-220-D (D.N.H. 1986) – involving the construction of the Seabrook Nuclear Power Plant, where the Firm was lead counsel, the court said of plaintiffs’ counsel that “the skill required and employed was of the highest caliber.”

· In re Warner Communications Securities Litigation , 618 F. Supp. 735, 749 (S.D.N.Y 1985) – where the Firm served as co-lead counsel, the court noted the defendants’ concession that “’plaintiffs’ counsel constitute the cream of the plaintiffs’ bar.’ The Court cannot find fault with that characterization.”

· Steiner v. Equimark Corp ., No. 81-1988 (W.D. Pa. 1983) – a case involving complex issues concerning banking practices in which the Firm was lead counsel, then District Judge Mannsman described, in part, the work the Firm performed: “We look at the complexity of the issue, the novelty of it, the quality of work that, as the trial judge, I am able to perceive, and then, finally, the amount of recovery obtained: I think I have certainly said a lot in that regard. I think it’s been an extraordinary case. I think it’s an extraordinary settlement. Certainly defense counsel and plaintiffs’ counsel as well are all experienced counsel with tremendous amount of experience in these particular kinds of cases. And under those circumstances. . . I think it was, really, the strategy and ingenuity of counsel in dividing up the workload and strategizing the cases as to who was to do what and what ultimately should be done to bring about the settlement that was achieved.”

A frequent author, lecturer, and participant in bar committees and other activities, Mr. Isquith has devoted his career to complex financial litigation and business matters.

Mr. Isquith currently writes a weekly column of class action for The Class Act , a publication of the National Association of Shareholders and Consumer Attorneys and appears monthly as a columnist for Law 360 . Among his articles and writings are: Further Thinking On Halliburton (December, 2013); State Mandated Student Pro Bono Programs Are Inefficient (November, 2013); Let’s Really Consider The Idea Of A 2 Year Law Degree (October, 2013); Spotlight on Spoliation (September, 2013); More Restrictions for

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ERISA Fiduciaries (August, 2013); Questionable Constitutionality: Supreme Court’s Amex Ruling (co-authored with Alexander Schmidt of Wolf Haldenstein) (July, 2013); How Facebook Informs Exclusive Jurisdiction Provisions (May, 2013); Sui Generis At Supreme Court (May, 2013); Another Look at Amgen (April, 2013); How Not To Plead A Multistate Class Action (March, 2013); Supreme Court Spotlight: Sex, Race And ... Commerce (January, 2013); Rule 23 'Preliminary' Requirement As Seen By 7th Circ. (December, 2012); Exhaustion - Patent And Copyright And The Supreme Court (November, 2012) ; Case Study: In Re AIG Securities Litigation (October, 2012) ; Case Study: Rosado V. China North East Petroleum (September, 2012); A Dissection Of Rule 23 (August, 2012); A 2nd Look At Class Action Requirements (July, 2012); The Continued Robustness Of Rule 23(b)(2) (June, 2012); The Simmonds Case (§16 Ruling) In The Litigation Context (May, 2012); A Look At Litigated And Settled Class Certification (April, 2012); Concepcion Commands a Case-by-Case Analysis (March, 2012); Dec. 20, 2011 - 3 Big Decisions (February, 2012); Case Study: Damasco v. Clearwire (January, 2012).

Further he is a lecturer called upon by the Academy and Bar. For example, Class Actions with Caution , (Touro School, 2011); The Federal Pleading Standards after Twombly; Touro Law School (2010). Panelist with the Antitrust Committee of the New York City Bar Association Regarding Private Equity Transactions and the Implications of the Supreme Court’s Recent Decisions (2008); Developments in Class Actions; (NYSBA, 2007); IPO Tie In/Claims Seminar, Professional Liability Underwriter Society; Securities Arbitration New York State Bar Association; Real Estate Exit Strategies, American Conference Institute; Fundamental Strategies in Securities Litigation (NYSBA, CLE Program). He has been active in the Bar Association’s activities: President’s Committee on Access to Justice (2010); Committee on Evidence (2007 - ); Committees on Legislation and Federal Courts, 1984-1988), Committee on Securities, The Association of the Bar of the City of New York (Committee on Federal Courts; Committee on Antitrust); New York County Lawyers’ Association (Former Chair: Business Tort/Consumer Fraud-Tort Law Section); Brooklyn (Member: Committee on Civil Practice Law and Rules, 1983-1987; New York State (Member: Committee on Legislation, Trial Lawyers Section, 1981- ); the District of Columbia Bar; and Legislation and Civil Practice Law and Rules Committee of the Brooklyn Bar Association; Vice President if the Institute for Law and Economic Policy. Mr. Isquith has been Chairman of the Business Tort/Consumer Fraud Committee of the Tort Law Section of the New York State Bar Association and is a member of that Association’s Committees on Securities Law and Legislation. He also serves as a judge for the Moot Court Competition of Columbia University Law School. Mr. Isquith served as President of the National Association of Securities and Commercial Law Attorneys in 2003 and 2004.

Page 29 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 43 of 75

Mr. Isquith is frequently quoted in the Wall Street Journal, the New York Times, and other national publications.

The April 1987 issue of Venture magazine listed Mr. Isquith as among the nation’s top securities class action attorneys. Since 2006 Mr. Isquith has been elected as among the top 5% of attorneys in the New York City metropolitan area chosen to be included in the Super Lawyers Magazine. Martindale Hubbell registers Mr. Isquith as one of the Preeminent Lawyers (2010), Avenue Magazine, Legal Elite (2010).

JEFFREY G. SMITH : admitted: New York; California; Supreme Court of the United States; U.S. Courts of Appeals for the Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth and Ninth Circuits; U.S. Tax Court; U.S. District Courts for the Southern and Eastern Districts of New York, Southern, Central and Northern Districts of California and the Districts of Colorado and Nebraska. Education : Woodrow Wilson School of Public and International Affairs, Princeton University (M.P.A., 1977); Yale Law School (J.D., 1978); Vassar College (A.B., cum laude generali , 1974). At Yale Law School, Mr. Smith was a teaching assistant for the Trial Practice course and a student supervisor in the Legal Services Organization, a clinical program. Member: The Association of the Bar of the City of New York; New York State and American (Section on Litigation) Bar Associations; State Bar of California (Member: Litigation Section); American Association for Justice. Mr. Smith has frequently lectured on corporate governance issues to professional groups of Fund trustees and investment advisors as well as to graduate and undergraduate business student groups, and has regularly served as a moot court judge for the A.B.A. and at New York University Law School. Mr. Smith has substantial experience in complex civil litigation, including class and derivative actions, tender offer, merger, and takeover litigation. Mr. Smith is rated “AV” by Martindale Hubble and, since its inception in 2006, has been selected as among the top 5% of attorneys in the New York City metropolitan area chosen to be included in the Super Lawyers Magazine.

FRANCIS M. GREGOREK (Retired): admitted: California; New York; United States Courts of Appeals for the Second and Ninth Circuits; United States District Courts for the Southern and Eastern Districts of New York and the Southern, Central, and Northern Districts of California. Education: University of Virginia (B.A., magna cum laude , 1975). Phi Beta Kappa, Phi Alpha Theta International Historical Honor Society; University College, Durham University, England; New York University School of Law (J.D., 1978). Mr. Gregorek is the Managing Partner of the Firm’s San Diego office. Throughout his 32 year career, Mr. Gregorek’s practice has focused on complex

Page 30 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 44 of 75 commercial litigation and class action practice on both the trial and appellate court levels, in federal and state courts nationwide, in the areas of securities, antitrust, consumer protection, and technology. Mr. Gregorek has also represented foreign governments involved in complex commercial litigation in United States federal courts. As part of that representation, Mr. Gregorek has worked in conjunction with the heads of ministerial departments, ambassadors, and consular officials of those countries charged by their governments with overseeing the litigations, as well as the attorney general of a government he was representing. Throughout these litigations, Mr. Gregorek met with such government officials to advise and plan strategy in addition to keeping them fully up-to-date on the progress of the litigation.

Mr. Gregorek has served as lead counsel, co-lead counsel, or in other leadership positions in numerous class and other complex litigations throughout the United States. For example, In re Dole Shareholder Litigation , Case No. BC281949 (recovered $172 million for shareholders) (Super. Ct. Los Angeles County, 2003). At the time of the case’s settlement, the $172 million recovered for the class was one of the top 10 recoveries ever achieved on behalf of a class. Judge Anthony J. Mohr, who presided over the action, stated at the final settlement hearing: “Co-Lead Counsel did excellent first class work.” Id .

As an additional example, Mr. Gregorek and the Firm served as co-lead counsel in Bamboo Partners LLC v. The Robert Mondavi Corp., et al ., Case No. 26-27170 (Super. Ct. Napa County, 2004), a class action arising from an unsolicited $1.3 billion offer (cash and debt assumption) from Constellation Brands, Inc. for The Robert Mondavi Corp.

Mr. Gregorek has successfully argued two matters to the California Supreme Court that established: (1) the right of taxpayers to file class claims under the Government Claims Act for the return of improperly collected taxes, Ardon v. City of Los Angeles , 52 Cal.4th 241 (2011) (challenging the City of Los Angeles’ telephone users tax on behalf of the City’s taxpayers) and (2) the Government Claims Act’s pre-emption of ordinances seeking to bar class actions for the return of improperly collected taxes, McWilliams v. City of Long Beach , 2013 Cal. LEXIS 3510, Cal. Supreme Ct. No. S202037 (April 25, 2013) (challenging the City of Long Beach’s telephone users tax on behalf of the City’s taxpayers).

CHARLES J. HECHT : admitted New York, United States Supreme Court, United States Court of Appeals for the Second Circuit; United States Court of Appeals for the Fifth Circuit; United States Court of Appeals for the Seventh Circuit; United States

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Court of Appeals for the Sixth Circuit; United States Court of Appeals for the Third Circuit; United States Court of Appeals for the Ninth Circuit; United States Court of Appeals for the Eleventh Circuit; United States District Court for the Southern District of New York; United States District Court for the Eastern District of New York; United States District Court for the; Eastern District of Wisconsin and the United States Court of Appeals for the Seventh Circuit. Education: Mr. Hecht is a graduate of Cornell University and Cornell University Law. Charles J. Hecht is a partner of the firm, with over 40 years’ experience in securities and commodities transactions, litigation, and arbitration. He has more than 50 published decisions on cases in which he was the sole or lead counsel, in areas ranging from securities and commodities fraud to constitutional and contract disputes.

Mr. Hecht has provided expert testimony before the Internal Revenue Service with respect to the impact of proposed tax regulations on preferred stock hedged with commodity futures and options. He has authored articles on mergers and acquisitions, earn outs, commodities, hedging, derivatives, and arbitration jurisdiction and damages. Since 2005 he has been the legal columnist for smartpros.com, an online newsletter for financial professionals.

He has been active in the New York State Bar Association’s continuing legal education program, regularly speaking about class actions and serving as the Chairman of the program on securities arbitration in 1995. In 1996, Mr. Hecht was a principal coauthor of the New York Federal Practice Section's Report on Securities Class Fees. He is also an arbitrator for the American Arbitration Association and COMEX.

Before entering private practice, Mr. Hecht was with the Division of Corporate Finance (Washington, D.C. main office) of the Securities and Exchange Commission. He is actively involved with businesses in China and is a member of the United States-China Chamber of Commerce.

Notable Cases include, CMIA Partners Equity Ltd. v. O'Neill , 2010 NY Slip Op 52068(U) (Sup. Ct. N.Y. Co., 2010), Hecht v. Andover Assocs. Mgmt. Corp ., 27 Misc 3d 1202(A) (Sup. Ct. Nassau Co., 2010), and Sacher v. Beacon Assoc. Mgmt. Corp., 27 Misc 3d 1221(A) (Sup. Ct. Nassau Co., 2010). The CMIA case is the first time that a New York state court examined shareholder derivative suits under Cayman Islands law.

PETER C. HARRAR : admitted ; New York; United States Court of Appeals for the Fourth Circuit and the United States District Courts for the Southern and Eastern Districts of New York. Education : Columbia Law School (J.D. 1984); Princeton

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University, Phi Beta Kappa, magna cum laude. Mr. Harrar is a partner in the firm and has extensive experience in complex securities and commercial litigation on behalf of individual and institutional clients.

He has represented investment funds, hedge funds, insurance companies and other institutional investors in a variety of individual actions, class actions and disputes involving mortgage-backed securities and derivative instruments. Examples include In re EMAC Securities Litigation , a fraud case concerning private placements of securitized loan pools, and Steed Finance LDC v. LASER Advisors, Inc. , a hybrid individual and class action concerning the mispricing of swaptions.

Over the years, Mr. Harrar has also served as lead or co-lead counsel in numerous securities class and derivative actions throughout the country, recovering hundreds of millions of dollars on behalf of aggrieved investors and corporations. Recent examples are some of the largest recoveries achieved in resolution of derivative actions, including American International Group Consolidated Derivative Litigation ) ($90 million), and Bank of America/Merrill Derivative Litigation ($62.5 million).

MARK C. R IFKIN : admitted: New York; Pennsylvania; New Jersey; U.S. Supreme Court; U.S. Courts of Appeals for the Second, Third, Fifth, and D.C. Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, the Eastern and Western Districts of Pennsylvania, the District of New Jersey, the Eastern District of Wisconsin and the Western District of Michigan. Education: Princeton University (A.B., 1982); Villanova University School of Law (J.D. 1985). Contributor, Packel & Poulin, Pennsylvania Evidence (1987).

A highly experienced securities class action and shareholder rights litigator, Mr. Rifkin has recovered hundreds of millions of dollars for victims of corporate fraud and abuse in federal and state litigation across the country. Since 1990, Mr. Rifkin has served as lead counsel, co-lead counsel, or trial counsel in many class and derivative actions in securities, intellectual property, ERISA, antitrust, insurance, consumer and mass tort litigation throughout the country.

Unique among his peers in the class action practice, Mr. Rifkin has extensive trial experience. Over the past thirty years, Mr. Rifkin has tried many complex commercial actions in federal and state courts across the country in class and derivative actions, including In re National Media Corp. Derivative Litig. , C.A. 90-7574 (E.D. Pa.), Upp v. Mellon Bank, N.A. , C.A. No. 91-5229 (E.D. Pa.), where the verdict awarded more than

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$60 million in damages to the Class (later reversed on appeal, 997 F.2d 1039 (3d Cir. 1993)), and In re AST Research Securities Litigation , No. 94-1370 SVW (C.D. Cal.), as well as a number of commercial matters for individual clients, including Zelouf Int’l Corp. v. Zelouf , Index No. 653652/2013 (N.Y. Sup. Ct. 2015), in which he obtained a $10 million judgment for for his client.

Mr. Rifkin also has extensive appellate experience. Over thirty years, Mr. Rifkin has argued dozens of appeals on behalf of appellants and appellees in several federal appellate courts, and in the highest appellate courts in New York, Pennsylvania, New Jersey, and Delaware.

Mr. Rifkin has earned the AV ®-Preeminent rating by Martindale-Hubbell® for more than 20 years, and has been selected for inclusion in the New York Metro SuperLawyers ® listing since 2010. In 2014, Mr. Rifkin was named a “Titan of the Plaintiff’s Bar” by Law360 ®.

In 2015, Mr. Rifkin received worldwide acclaim for his role as lead counsel for the class in Good Morning To You Productions Corp. v. Warner/Chappell Music, Inc. , No. CV 13- 04460-GHK (MRWx), in federal court in Los Angeles, successfully challenging the copyright to “Happy Birthday to You,” the world’s most famous song. In recognition of his historic victory, Mr. Rifkin was named a Trailblazer in Intellectual Property by the National Law Journal in 2016. In 2018, Mr. Rifkin led a team of lawyers from Wolf Haldenstein who represented the plaintiffs in We Shall Overcome Foundation, et al. v. The Richmond Organization, Inc., et al. , No. 16-cv-02725-DLC (S.D.N.Y.), which successfully challenged the copyright to “We Shall Overcome,” called the “most powerful song of the 20th century” by the Librarian of Congress.

Mr. Rifkin lectures frequently to business and professional organizations on a variety of securities, shareholder, intellectual property, and corporate governance matters. Mr. Rifkin is a guest lecturer to graduate and undergraduate economics and finance students on corporate governance and financial disclosure topics. He also serves as a moot court judge for the A.B.A. and New York University Law School. Mr. Rifkin appears frequently in print and broadcast media on diverse law-related topics in corporate, securities, intellectual property, antitrust, regulatory, and enforcement matters.

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BETSY C. MANIFOLD : admitted : Wisconsin; New York; California; U.S. District Courts for the Western District of Wisconsin, Eastern and Southern Districts of New York, and Northern, Central and Southern Districts of California. Education : Elmira College; Middlebury College (B.A., cum laude , 1980); Marquette University (J.D., 1986); New York University. Thomas More Scholar. Recipient, American Jurisprudence Award in Agency. Member: The Association of the Bar of the City of New York. Languages: French.

Ms. Manifold served as co-lead counsel in the following cases to recovery on behalf of employees: Miguel Garcia, et al. v. Lowe’s Home Center, Inc. et al. – Case No. GIC 841120 (Barton) (Cal. Sup. Ct, San Diego) ($1.65 million settlement w/ average class member recovery of $5,500, attorney fees and cost awarded separately) and Neil Weinstein, et al. v. MetLife, Inc., et al. – Case No. 3:06-cv-04444-SI (N.D. Cal) ($7.4 million settlement). Ms. Manifold also served as co-lead counsel in the following derivative actions: In re Atmel Corporation Derivative Litigation , Master File No. CV 06-4592-JF (N.D. Cal.) ($9.65 million payment to Atmel) and In re Silicon Storage Technology Inc. Derivative Litig., Case No. C 06-04310 JF (N.D. Cal.) (cash payment and re-pricing of options with a total value of $5.45 million). Ms. Manifold also worked as lead counsel on the following class action: Lewis v. American Spectrum Realty, Case No. 01 CC 00394, Cal. Sup. Ct (Orange County) ($6.5 million settlement).

DEMET BASAR : admitted : New York; New Jersey; Southern District of New York; Eastern District of Wisconsin; Central District of Illinois; U.S. Court of Appeals for the Sixth, Seventh, and Eighth Circuits. Education : Fairleigh Dickinson University (B.A., summa cum laude , 1984), Phi Omega Epsilon; Rutgers University School of Law (J.D., 1990). Recipient, West’s Scholarship Award, Senior Notes and Comments Editor, Rutgers Law Review . Member: The Association of the Bar of the City of New York. Languages: Turkish.

Ms. Basar’s practice is primarily concentrated in securities class actions and derivative litigation. She is the co-chair of the firm’s Madoff Litigation Task Force . Her recent cases include In re Tremont Securities Law, State Law and Insurance Litigation , No. 08-civ-11117 (TPG) (SDNY) ($100 million settlement for investors in the Tremont family of Madoff feeder funds), In re Beacon Associates Litigation , Master File No. 09 Civ. 0777 (LBS) (SDNY) ($219 million settlement for investors in the Beacon family of Madoff feeder funds, among others), and other Madoff feeder fund-related securities class actions, including In re J. Ezra Merkin and BDO Seidman Securities Litigation , No. 08-cv-10922 (SDNY) and Newman v. Family Management Corp. , No. 08-cv-11215 (SDNY). She has

Page 35 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 49 of 75 served as lead counsel, co-lead counsel or individual counsel in In re American Pharmaceutical Partners, Inc. Shareholder Litigation, Consolidated C.A. No. 1823-N (Del. Ch. Ct. ($14.3 million settlement), In re Loral Space & Communications Shareholders Securities Litigation , 03-cv-8262 (SDNY) ($3.45 million settlement), Steed Finance LDC v. LASER Advisors , No. 99-cv-4222 (SDNY), In re AMBAC Financial Group, Inc. , C.A. No. 3521 (Del. Ch. Ct.), and several multidistrict securities litigations, including In re Mutual Fund Investment Litigation, MDL No. 1586 (D. Md.) and In re J.P. Morgan Chase Securities Litigation, MDL No. 1783 (N.D. Ill.).

BENJAMIN Y. KAUFMAN : admitted : New York. Education : Yeshiva University, B.A.; Benjamin N. Cardozo School of Law, Yeshiva University, J.D. Mr. Kaufman focuses on class actions on behalf of defrauded investors and consumers. Mr. Kaufman’s successful securities litigations include In re Deutsche Telekom AG Securities Litigation , No. 00-9475 (S.D.N.Y.), a complex international securities litigation requiring evidentiary discovery in both the United States and Europe, which settled for $120 million. Mr. Kaufman was also part of the team that recovered $46 million for investors in In re Asia Pulp & Paper Securities Litigation , No. 01-7351 (S.D.N.Y.); and $43.1 million, with contributions of $20 million, $14.85 million and $8.25 million from Motorola, the individual defendants, and defendant underwriters respectively, in Freeland v. Iridium World Communications, Ltd .

Mr. Kaufman’s outstanding representative results in derivative and transactional litigations include: In re Trump Hotels Shareholder Derivative Litigation (Trump personally contributed some of his holdings; the company increased the number of directors on its board, and certain future transactions had to be reviewed by a special committee); Southwest Airlines Derivative Litigation (Carbon County Employee Retirement System v. Kelly (Dist. Ct. Dallas Cnty., Tex.)) (a derivative matter that resulted in significant reforms to the air carrier’s corporate governance and safety and maintenance practices and procedures for the benefit of Southwest and its shareholders).

He argued the appeal in In re Comverse Technology, Inc. Derivative Litig. , 56 A.D.3d 49 (1st Dep’t 2008) which led to the seminal New York Appellate Division opinion which clarified the standards of demand futility, and held that a board of directors loses the protection of the business judgment rule where there is evidence of self-dealing and poor judgment by the directors; and In re Topps Company, Inc. Shareholders Litigation which resulted in a 2007 decision which vindicated the rights of shareholders under the rules of comity and doctrine of forum non conveniens and to pursue claims in the most relevant forum notwithstanding the fact that jurisdiction might exist as well in the state

Page 36 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 50 of 75 of incorporation. Mr. Kaufman has also lectured and taught in the subjects of corporate governance as well as transactional and derivative litigation.

In addition, Mr. Kaufman represents many corporate clients in complex commercial matters, including Puckett v. Sony Music Entertainment , No. 108802/98 (Sup. Ct. N.Y. Cnty. 2002) (a complex copyright royalty class action); Shropshire v. Sony Music Entertainment , No. 06-3252 (S.D.N.Y.), and The Youngbloods v. BMG Music , No. 07-2394 (S.D.N.Y.); and Mich II Holdings LLC v. Schron, No. 600736/10 (Sup. Ct. N.Y. Cnty.) (represented certain defendants in connection with real estate dispute and successfully litigated motion to dismiss all claims against those defendants; he continues to represent those clients’ interests in several related litigations in New York and Delaware). Mr. Kaufman has also represented clients in arbitrations and litigation involving oppressed minority shareholders in closely held corporations.

Prior to joining WHAFH and Milberg in August of 1998, Mr. Kaufman was a Court Attorney for the New York State Supreme Court, New York County (1988-1990) and Principal Law Clerk to Justice Herman Cahn of the Commercial Division of the New York State Supreme Court, New York County (1990-1998).

Mr. Kaufman is an active member of the Commercial and Federal Litigation Section of the New York State Bar Association, the International Association of Jewish Lawyers and Jurists and the Jewish Lawyers Guild. He has also lectured on corporate governance issues to institutional investor conferences across the United States and abroad. Mr. Kaufman is a member of the Board of Trustees of the Hebrew Academy of the Five Towns and Rockaways.

THOMAS H. BURT : admitted : New York; U.S. District Courts for the Southern and Eastern Districts of New York, Eastern District of Michigan. Education : American University (B.A., 1993); New York University (J.D., 1997). Articles Editor with New York University Review of Law and Social Change. Mr. Burt is a litigator with a practice concentrated in securities class actions and complex commercial litigation. After practicing criminal defense with noted defense lawyer Jack T. Litman for three years, he joined Wolf Haldenstein, where he has worked on such notable cases as In re Initial Public Offering Securities Litigation , No. 21 MC 92 (SAS) (S.D.N.Y.)(a novel and sweeping amalgamation of over 300 class actions which resulted in a recovery of $586 million); In re MicroStrategy Securities Litigation , No. 00-473-A (E.D. Va.) (recovery of $192 million); In re DRAM Antitrust Litigation , No. 02-cv-1486 (PJH) (N.D. Cal.) (antitrust case resulting in $315 million recovery); In re Computer Associates 2002 Class

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Action Securities Litigation , No. 02-cv-1226 (TCP) (E.D.N.Y.)(settled, together with a related fraud case, for over $133 million); K.J. Egleston L.P. v. Heartland Industrial Partners, et al. , 2:06-13555 (E.D. Mich.) (recovery included personal assets from former Reagan Administration budget director David A. Stockman); and Parker Friedland v. Iridium World Communications, Ltd., 99-1002 (D.D.C.)(recovery of $43.1 million). Mr. Burt has spoken on several occasions to investor and activist groups regarding the intersection of litigation and corporate social responsibility. Mr. Burt writes and speaks on both securities and antitrust litigation topics. He has served as a board member and officer of the St. Andrew’s Society of the State of New York, New York’s oldest charity.

RACHELE R. BYRD : admitted: California; U.S. District Courts for the Southern, Northern, Central and Eastern Districts of California; U.S. Court of Appeals for the Ninth Circuit. Education: Point Loma Nazarene College (B.A., 1994); University of California, Hastings College of the Law (J.D., 1997). Member: State Bar of California. Former Deputy Alternate Public Defender for the County of San Diego. Ms. Byrd is located in the firm’s San Diego office. She practices corporate derivative and class action litigation including securities, consumer, antitrust, employment and general corporate and business litigation. Ms. Byrd has played a significant role in litigating numerous class and derivative actions, including In re Apple & AT&TM Antitrust Litigation , Master File No. C 07-05152 JW (N.D. Cal.) (antitrust class action against Apple Inc. and AT&T Mobility LLC regarding aftermarkets for iPhone wireless service and applications); Ardon v. City of Los Angeles (2011) 52 Cal.4th 241 (challenging the City of Los Angeles’ telephone users tax on behalf of the City’s taxpayers); McWilliams v. City of Long Beach , 2013 Cal. LEXIS 3510, Cal. Supreme Ct. No. S202037 (April 25, 2013) (challenging the City of Long Beach’s telephone users tax on behalf of the City’s taxpayers); DeFrees, et al. v. Kirkland, et al ., No. CV 11-04272 GAF(SPx) (C.D. Cal.) (shareholder derivative action); Bamboo Partners LLC, et al. v. Robert Mondavi Corp., et a l. (shareholder class action that settled for $10.8 million in 2007); and Lewis, et al. v. American Spectrum Realty, Inc., et al ., (shareholder class action that settled for $6.5 million in 2004).

REGINA M. CALCATERRA : admitted: New York; U.S. District Courts for the Southern and Eastern Districts. Education: Seton Hall University School of Law (J.D. 1996); State University of New York at New Paltz (B.A. 1988).

For the past twenty-seven years, Ms. Calcaterra has spent her policy, managerial and legal career in both the private and public sector. Her previous private sector legal experience includes serving as a partner in a securities litigation practice where she

Page 38 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 52 of 75 represented defrauded public and labor pension funds. She served on the litigation teams of In re WorldCom Securities Litigation , In re Merrill Lynch Securities Litigation and In re McKesson Securities Litigation and represented shareholders in state court when seeking executive board, executive compensation and corporate governance changes in publicly traded corporations in an effort towards ensuring investor protections. Ms. Calcaterra has lectured on securities litigation, SEC regulatory matters and corporate governance.

Prior to joining Wolf Haldenstein she worked for the State of New York in various capacities including as Deputy General Counsel to the New York State Insurance Fund and Executive Director of two New York State Moreland Commissions – on Utility Storm Preparation and Response (CUSPR) and Investigating Public Corruption (CIPC). Under her guidance, the CUSPR investigated the response, preparation, and management of New York’s power utility companies with respect to several major storms impacting the state including Hurricanes Sandy and Irene, and Tropical Storm Lee. Based upon detailed investigatory findings the CUSPR issued two reports that identified options for restructuring the Long Island Power Authority, put forth recommendations on strengthening regulatory oversight of the NYS Public Service Commission to substantially improve emergency preparedness and response for all utilities and provided policy recommendations on infrastructure needs, energy efficiency programs and consumer representation before the state’s utility regulatory body. Most recommendations were immediately enacted into law and adopted into New York’s utility regulatory scheme.

The CIPC also put forth recommendations via a report that which were also based upon detailed investigatory findings, focused on addressing systematic public corruption. Recommendations were accepted and integrated into statute including strengthening the state penal law to better allow district attorneys to prosecute bribery; enhancing all sentences for offenses related to public corruption; barring those convicted of public corruption from doing business with or working for state and local government; and appointing and funding a NYS Board of Elections independent enforcement counsel and compliance unit.

Prior to her state appointments, she served as Chief Deputy to the Suffolk County Executive where she managed a county of over 1.6 million residents, a $2.7 billion annual budget and a 9500 employee workforce. She assisted the County Executive in significantly reducing the county’s newly discovered $530 million deficit to $140 million

Page 39 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 53 of 75 through vendor outlay reductions, streamlining and restructuring government services and obtaining state authority to implement revenue generating initiatives. She also assisted in the management of Superstorm Sandy storm preparation and recovery for the county that included coordinating federal, state and local resources.

She is a New York Times best-selling author of Etched in Sand, A True Story of Five Siblings Who Survived an Unspeakable Childhood on Long Island (HarperCollins, 2013 ). As a result of its messages of resiliency, perseverance and optimism it has been integrated into college, high school and middle school curricula throughout the United States. Her next book, Etched in Sand’s sequel, Girl Unbroken, A Sister’s Harrowing Journey from the Streets of Long Island to the Farms of Idaho will be released by HarperCollins in October 2016. She serves as board member to You Gotta Believe, an organization that works towards finding forever or adoptive parents for older foster children and to the SUNY New Paltz Foundation Board.

RANDALL S. NEWMAN : admitted: New York; California; U.S. Courts of Appeals for the Second, Seventh, Ninth and Federal Circuits; U.S. District Courts for the Southern and Eastern Districts of New York and the Central, Northern, Southern, and Eastern Districts of California; and the U.S. Tax Court. Education: Cleveland State University (B.B.A.,1992); University of Akron School of Law (J.D. magna cum laude , 1997) (American Jurisprudence Award; Akron Law Review; New York University (LL.M. Taxation, 1997).

Mr. Newman has practiced law for more than 19 years and has been licensed as an accountant for more than 20 years. He has extensive experience representing clients in both transactional and litigation matters in diverse areas including securities, finance, intellectual property, and real estate. Before beginning his own practice, Mr. Newman worked at two of the nation’s largest law firms and at one of the world’s largest public accounting firms. His cases often involve novel or cutting-edge legal issues. For example, in 2006, Mr. Newman commenced a class action against American Tax Relief, LLC, captioned Brown v. American Tax Relief, LLC , Index No. 16771/2006, and assisted New York City in filing a companion case captioned Comm’r Department of Consumer Affairs of the City of New York v. American Tax Relief, LLC , Index No. 402140/2006 in the New York Supreme Court. Based on those two cases, on September 24, 2010, the United States Federal Trade Commission (“FTC”) obtained a monetary judgment in excess of $103 million.

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More recently, before joining the firm, Mr. Newman initiated the first class action over a disputed copyright, Good Morning To You Productions Corp. v. Warner/Chappell Music, Inc. , No. CV 13-04460-GHK (MRWx), in federal court in Los Angeles, successfully challenging the copyright to “Happy Birthday to You,” the world’s most famous song. Mr. Newman and the firm have achieved worldwide acclaim for their groundbreaking work in the Happy Birthday litigation. In 2018, Mr. Newman represented the plaintiffs in We Shall Overcome Foundation, et al. v. The Richmond Organization, Inc., et al. , No. 16-cv- 02725-DLC (S.D.N.Y.), which successfully challenged the copyright to “We Shall Overcome,” called the “most powerful song of the 20th century” by the Librarian of Congress.

MATTHEW M. GUINEY : admitted: New York; U.S. District Courts for the Southern and Eastern District of New York. Education : The College of William & Mary (B.A. in Government and Economics 1998); Georgetown University Law Center (J.D. 2002). Mr. Guiney’s primary areas of practice are securities class actions under the Securities Act of 1933 and the Exchange Act of 1934, complex commercial litigation, Employee Retirement Income Security Act (ERISA ) actions on behalf of plan participants, Fair Labor Standards Act of 1938 actions concerning overtime payment, and fiduciary duty actions under various state laws. Mr. Guiney has helped recover hundreds of millions of dollars for victims of corporate fraud and abuse in federal and state litigation across the country. Some of Mr. Guiney’s notable results on behalf of investors include: Mallozzi v. Industrial Enterprises of America, Inc. et al ., 1:07-cv-10321-DLC (S.D.N.Y.) ($3.4 million settlement on behalf of shareholders); In re Luxottica Group S.p.A. Securities Litigation , No. CV 01-3285 (JBW) (MDG) (E.D.N.Y.) ($18.5 million settlement on behalf of shareholders); In re MBNA Corp. ERISA Litigation, Master Docket No. 05-429 (GMS), (D. Del) ($4.5 million settlement on behalf of plan participants). Recent publications include: Citigroup and Judicial Immunity in ERISA: An Emerging Trend? , Compensation and Benefits Review, Vol. 42, No. 3, 172-78 (May/June 2010) (with Mark C. Rifkin); Case of the Moenchies: Moench Provision Expansion, Employment Law360/Securities Law360 Newswires, Guest Column (June 2, 2010) (with Mark C. Rifkin).

MALCOLM T. BROWN : admitted: United States District Courts for the Southern and Eastern Districts of New York, District of New Jersey and Eastern District of Pennsylvania; United States Court of Appeals for the Second Circuit. Education: University of Pennsylvania (B.A., Political Science 1988) and Rutgers University School of Law (J.D. 1994). Mr. Brown’s primary areas of practice are securities, derivative, M&A litigation and consumer class actions. Recent notable decisions include: Johnson v.

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Ford Motor Co. , 309 F.R.D. 226 (S.D. W. Va. 2015); Thomas v. Ford Motor Co. , 2014 U.S. Dist. LEXIS 43268 (D.S.C. Mar. 31, 2014); In re Merkin Sec. Litig ., 2015 U.S. Dist. LEXIS 178084 (S.D.N.Y. Aug. 24, 2015). Prior to joining Wolf Haldenstein, Mr. Brown was a business litigation attorney who represented financial institutions, corporations and partnerships and advised clients on business disputes, reorganizations, dissolutions and insurance coverage matters. Notable decisions include: Garment v. Zoeller , 2001 U.S. Dist. LEXIS 20736 (S.D.N.Y. June 19, 2001), aff’d 2002 U.S. App. LEXIS 9966 (2d Cir. May 24, 2002); Bainton v. Baran , 731 N.Y.S.2d 161 (1st Dep’t 2001).

DANIEL TEPPER : admitted : New York. Education : University of Texas at Austin (National Merit Scholar); New York University School of Law. Mr. Tepper is Of Counsel to the firm concentrating on commercial litigation, FINRA arbitration and securities class actions. His reported cases include: Zelouf Int’l Corp. v. Zelouf , 45 Misc.3d 1205(A) (Sup. Ct. N.Y. Co., 2014), rejecting application of a discount for lack of marketability in an appraisal proceeding triggered by the freeze-out merger of a closely held corporation; Sacher v. Beacon Assocs. Mgmt. Corp. , 114 A.D.3d 655 (2d Dep’t 2014), affirming denial of defendants’ motion to dismiss shareholder derivative suit by Madoff feeder fund against the fund’s auditor for accounting malpractice; In re Belzberg v. Verus Investments Holdings , 95 A.D.3d 713 (1st Dep’t 2012), compelling a non-signatory to arbitrate a dispute arising out of a brokerage agreement under the doctrine of direct benefits estoppel; CMIA Partners Equity Ltd. v. O'Neill , 2010 NY Slip Op 52068(U) (Sup. Ct. N.Y. Co., 2010), which was the first time that a New York state court examined shareholder derivative suits under Cayman Islands law; and Hecht v. Andover Assocs. Mgmt. Corp. , 27 Misc 3d 1202(A) (Sup. Ct. Nassau Co., 2010), aff’d, 114 A.D.3d 638 (2d Dep’t 2014), which was the first Madoff-related feeder fund case in the country to survive a motion to dismiss.

Special Counsel

JUSTICE HERMAN CAHN : admitted: New York. Education : Harvard Law School and a B.A. from City College of the City University of New York. Justice Herman Cahn was first elected as Judge of the Civil Court of the City of New York in 1976. He subsequently served as an Acting Justice of the Supreme Court from 1980 until 1992, when he was elected to the Supreme Court. Throughout his decades on the bench, he principally handled civil cases, with the exception of 1981 until 1987, when he presided over criminal matters. Justice Cahn was instrumental in the creation of, and a founding Justice in, the Commercial Division within the New York State Supreme Court. He served as a Justice of the Commercial Division from its inception in 1993.

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Among his most notable recent cases are the consolidated cases stemming from the Bear Stearns merger with JP Morgan ( In re Bear Stearns Litigation ); litigation regarding the America’s Cup Yacht Race ( Golden Gate Yacht Club v. Société Nautique de Genève ); litigation stemming from the attempt to enjoin the construction of the new Yankee Stadium ( Save Our Parks v. City of New York ); and the consolidated state cases regarding the rebuilding of the World Trade Center site ( World Trade Center Properties v. Alliance Insurance; Port Authority v. Alliance Insurance ).

Justice Cahn is a member of the Council on Judicial Administration of the Association of the Bar of the City of New York. He has also recently been appointed to the Character and Fitness Committee of the Appellate Division, First Department. He is on the Register of Mediators for the United States Bankruptcy Court, Southern and Eastern Districts of New York.

Before ascending the bench, Justice Cahn practiced law in Manhattan. He was first admitted to the New York bar in 1956. He is admitted to practice in numerous courts, including the New York State courts, the Southern District of New York and the United States Supreme Court.

Of Counsel

ROBERT ABRAMS (Retired ): admitted : New York; U.S. Court of Appeals for the Third Circuit; U.S. District Courts for the Southern and Eastern Districts of New York, Eastern District of Missouri, District of Maryland, and District of Delaware. Education: Haverford College (B.A., 1961); Columbia University (Ph.D., 1966), Brooklyn Law School (J.D., 1992). Woodrow Wilson Fellow; International Business Law Fellow. Adjunct Professor, Mediation Clinic, Brooklyn Law School, 1983-1984. Mr. Abrams was formerly a Professor of Political Science at Brooklyn College and the Graduate Center of the City University of New York. Member: New York State Bar Association. Mr. Abrams is the author of books on the theory of collective choice (Columbia University Press) and voting theory (Sage), as well as articles on Soviet politics, game theory and bargaining and negotiations. He has focused his practice on wage and hour litigation representing financial advisors in claims under the federal Fair Labor Standards Act and various state wage and hour laws. In addition, Mr. Abrams has participated in shareholder derivative litigation, partnership litigation and consumer class actions. Recently, Mr. Abrams participated with the Cardozo Law School Bet Tzedek Legal Services in a successful pro bono litigation in New York state court in defense of an elderly disabled person threatened with eviction.

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He was co-lead counsel in In re Tyson Foods, Inc., before the Delaware Chancery Court, which settled claims of breach of fiduciary duty in connection with related party transactions and spring loading of options for Tyson management.

He played a major role in litigation on behalf of securities brokers that successfully settled claims for overtime pay and improper deductions from compensation against six major brokerage houses under the federal Fair Labor Standards Act and various state wage and hour laws including New York and California. These cases included Lavoice v. Citigroup Global Markets, Inc .; Basile v. A.G. Edwards, Inc .; Rosenthal v. A.G. Edwards & Sons, Inc. ; Palumbo v. Merrill Lynch ; Garrison v. Merrill Lynch ; Roles v. Morgan Stanley ; Lenihan v. Morgan Stanley ; Klein v. Ryan Beck ; and Badain v. Wachovia . Currently, he is representing financial advisors in litigation against Morgan Stanley (MDL New Jersey), Merrill Lynch (C.D. Cal.) and UBS (S.D.N.Y.). The UBS litigation is currently sub judice before the Second Circuit which is considering the important issue of forced arbitration and waiver of class and collective actions in employment contracts of adhesion.

Mr. Abrams was the firm’s primary representative to the executive committee representing NationsBank shareholders in In re BankAmerica Corp. Sec. Litig ., which resulted in an award of $490 million to NationsBank and BankAmerica shareholders. He was also co-lead counsel in a New York state consumer protection class action against AT&T Wireless Corp., Naevus v. AT&T Corp ., which resulted in an award valued at $40 million for the class members. Mr. Abrams was named a Super Lawyer from 2010 through 2015.

ANITA B. KARTALOPOULOS : admitted : New York. Education : University of Toledo, B.A.; Seton Hall University, (J.D., 1982). Ms. Kartalopoulos, a former member of Milberg LLP, litigates claims in the areas of securities fraud, derivative litigation, and mergers and acquisitions. She focuses her practice on lead plaintiff litigation, as well as breach of fiduciary and transactional litigation. She works closely with the institutional investor clients, including trustees of public and private funds, throughout the U.S. providing counsel on asset recovery, fiduciary education, and risk management.

Ms. Kartalopoulos has extensive experience in litigating complex securities cases including In re Sears, Roebuck & Co. Securities Litigation ($215 million settlement), In re Chiron Corp. Securities Litigation ($30 million settlement), and others. Ms. Kartalopoulos has also achieved noteworthy results including improved corporate governance and disclosures as well as increased share value in recent litigations including in In re Topps Co. Shareholder Litigation , In re Anheuser-Busch Cos. Shareholders Litigation , In re Net Logic ,

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In re Smith International , In re L-3 Communication Holdings, Inc. , In re Republic Services, Derivative Litigation , and many others.

Prior to entering private practice, Ms. Kartalopoulos served in senior regulatory positions involving insurance and health in the State of New Jersey, including serving as Deputy Commissioner of Insurance, for Life and Health; Director of Legal and Regulatory Affairs (Department of Health); and Executive Director of the New Jersey State Real Estate Commission. She managed the New Jersey Insurance Department's Multi-State Task Force investigating the sales practices of the Prudential Insurance Company, which resulted in a $50 million fine against Prudential and a $4 billion recovery for policyholders. She also served on the Board of Directors of MBL Insurance Company as a rehabilitator and managed litigation on behalf of the company.

Ms. Kartalopoulos is a regular speaker at numerous conferences focused on fiduciary education, ethics, and U.S. securities litigation, including the Investment Education Symposium, the Institutional Investor European Pensions Symposium, the Canadian Hedge Funds Investment Roundtable, the New York Hedge Funds Roundtable, and the AEDBF ( Association Europeenne de Droit Bancaire et Financier ), FPPTA Trustee School, GAPPT, MATTER, LATEC. She also speaks regularly on the complex legal environment that institutional investors face when addressing losses due to securities fraud as well as their proactive and reactive alternatives.

Ms. Kartalopoulos has co-authored “Deterring Executive Compensation Excesses: Regulatory Weaknesses, Litigation Strengths” (03/05, NY, NY), and “Vintage Wine in New Bottles: The Curious Evolution of the Concept of Loss Causation” (11/05, NY, NY).

Ms. Kartalopoulos is admitted to the bar of the State of New Jersey, the U.S. Courts of Appeals for the Federal and Third Circuits.

ROBERT ALTCHILER : admitted : New York; Connecticut. Education: State University of New York at Albany (B.S., 1985); George Washington University Law School (J.D., 1988). Mr. Altchiler heads the firm’s White Collar and Investigations practice group. Robert’s practice focuses primarily in the areas of White Collar criminal investigations, corporate investigations, litigation, tax and general corporate counseling. Robert has successfully defended individuals and corporations in a wide array of multifaceted investigations in areas such as mortgage fraud, securities fraud, tax fraud, prevailing wage, money laundering, Bank Secrecy Act, embezzlement, bank and wire fraud, theft of trade secrets, criminal copyright infringement, criminal anti-counterfeiting, Foreign Corrupt Practices Act (FCPA), International Traffic In Arms Regulations (ITAR),

Page 45 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 59 of 75 racketeering, continuing criminal enterprises, and circumvention of trade restrictions, among many others. Robert also specializes in non-criminal investigations related to various topics, including finding money allegedly being hidden by individuals, ascertaining the identities of individuals actually involved in corporate matters (when a client believes those identities are being concealed), and running undercover “sting” operations as part of civil and commercial litigation support.

Robert conducts corporate investigations and, when appropriate, when the client instructs, refers the results to law enforcement for prosecution. In one recent example, a corporate CEO came to learn assets and materials were being diverted by employees, and that the corporation was “bleeding” money as a result. The CEO needed assistance in ascertaining the identities and extent of involvement of the wrongdoers, as well as the level of theft involved. Robert directed a corporate investigation that revealed the nature of the problem. He then referred the investigation to federal authorities, which arrested the wrongdoers and prosecuted them. The wrongdoers were convicted. In addition, the amount of the theft was included in a court ordered restitution judgment and the corporation will be repaid in full.

In 1988, Robert started his legal career as a prosecutor in New York City. As a prosecutor, in addition to trying several dozen serious cases, ranging from murder to fraud to narcotics violations, he also ran wiretap and grand jury investigations involving money laundering and other financial crimes, as well as a wiretap and investigation concerning a plot to assassinate a prominent NYC judge.

In addition to his practice, Robert has been an adjunct law professor at Pace University Law School since 1998, where he teaches trial advocacy. Robert has also been a featured participant and lecturer at Cardozo Law School’s acclaimed Intensive Trial Advocacy Program in New York City, and has also taught at Yale Law School. Robert’s trial advocacy teaching requires him to constantly integrate new developments in communication theory and trial techniques into his pedagogical methods. Given the changing way students (and prospective jurors) communicate and digest information (via Twitter, Instagram and Snapchat, for example) Robert is able to adapt his teaching to the needs of his students. By actively participating in the mock trials and by frequently demonstrating methods, he is able to continually adapt his own communication skills and integrate cutting-edge developments into his own practice.

Robert graduated from the George Washington University Law School, and graduated with honors from the Business School at the State University of New York at Albany in

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1985. He is also a 1996 graduate of the National Criminal Defense College and a 1997 graduate of the National Institute for Trial Advocacy’s Harvard Teacher Training Program. In 2014, Robert was asked to teach at the prestigious EATES Program at Stetson University Law School, a program designed to teach trial advocacy professors how to better teach their students. Robert has also made dozens of television appearances on Fox, Court TV, and Tru TV, providing legal commentary on televised trials, and participating in discussions related to pertinent issues.

KATE MCGUIRE : admitted : New York; U.S. District Courts for the Southern and Eastern Districts of New York. Education : University of California at Santa Cruz (B.A. 1995), Georgetown University Law Center (J.D., 1998); Member: Georgetown Immigration Law Journal .

GLORIA KUI MELWANI : admitted : New York (2006), New Jersey (2005), United States District Courts for the Southern and Eastern Districts of New York, District of New Jersey. Education : New York University (B.M., Piano Performance, 2000); Benjamin N. Cardozo School of Law (J.D., 2005), where she served as a Notes Editor on the Cardozo Public Law, Policy and Ethics Journal. Ms. Melwani’s primary areas of focus are securities, stockholder derivative litigation, M&A litigation, and consumer litigation.

In 2018, Ms. Melwani represented the plaintiffs in We Shall Overcome Foundation, et al. v. The Richmond Organization, Inc., et al. , No. 16-cv-02725-DLC (S.D.N.Y.), which successfully challenged the copyright to “We Shall Overcome,” called the “most powerful song of the 20th century” by the Librarian of Congress.

LYDIA KEANEY REYNOLDS : admitted : New York, U.S. District Courts for the Southern and Eastern Districts of New York and the Northern and Central Districts of Illinois. Education : Temple University (B.A. magna cum laude , Phi Beta Kappa, English, 2004); University of Pennsylvania Law School (J.D. 2007), where she was a Production Editor of the University of Pennsylvania Journal of Constitutional Law . Prior to joining Wolf Haldenstein, Ms. Reynolds was an associate at SNR Denton US LLP, n/k/a Dentons.

Ms. Reynolds has substantial experience litigating complex class actions in a variety of practice areas, including consumer fraud and securities litigation.

Ms. Reynolds joined Wolf Haldenstein as an associate in 2011. In 2015, she left Wolf Haldenstein to serve as an Assistant Attorney General in the Consumer Frauds and Protection Bureau of the Office of the New York Attorney General, and returned to the

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Firm in 2017. As an Assistant Attorney General, Ms. Reynolds investigated and litigated actions against financial services corporations and manufacturers and retailers who engaged in unfair or deceptive practices.

As an attorney at Wolf Haldenstein, Ms. Reynolds represented the plaintiffs in In re Empire State Realty Trust, Inc. Investor Litig. , No. 650607/2012 (N.Y. Sup. Ct.), arising out of the historic IPO of the Empire State Building and other properties and resulting in a $55 million recovery for the original investors. Ms. Reynolds also has significant experience litigating consumer fraud actions, including Milman v. Thermos LLC , No. 1:13-cv-7750 (N.D. Ill.), a consumer fraud action alleging that Thermos bottles advertised as leak-proof were not, resulting in a settlement of over $1 million in cash and products for consumers.

Associates

KEVIN COOPER : admitted : New York; New Jersey; U.S. District Courts for the Southern District of New York and the District of New Jersey. Education: Fordham University (B.A., Legal and Policy Studies, 2011); Brooklyn Law School (J.D., 2014), where he served as an Associate Managing Editor on the Brooklyn Journal of Corporate, Financial & Commercial Law and as a Barry L. Zaretsky Fellow in Commercial and Bankruptcy Law. Mr. Cooper’s primary areas of focus are securities, derivative and M&A litigation.

BRITTANY N. DEJONG : admitted : California; U.S. District Courts for the Southern, Northern, Central and Eastern Districts of California. Education: University of Phoenix (B.S. 2005); Golden Gate University, School of Law (J.D. 2008), Graduated with Highest Honors, Editor – Law Review, Merit Scholarship Recipient, Member: State Bar of California. Prior to joining WHAFH, Ms. DeJong was an associate at a boutique trial firm in San Francisco where her practice focused on multiparty litigation involving catastrophic property damage. Prior to entering private practice, Ms. DeJong worked as a Research Attorney for the Honorable Peter Busch in the Law & Motion Department at the San Francisco Superior Court. Additionally, while in law school, Ms. DeJong externed for the Honorable Susan Illston of the Northern District of California and the U.S. Securities and Exchange Commission.

PATRICK DONOVAN : admitted: New York (2012). Education: Iona College (B.A., Business Management, 2007); St. John's University School of Law (J.D., 2011). Mr. Donovan’s primary areas of focus are securities, derivative and M&A litigation.

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MARISA LIVESAY : admitted : California; United States District Courts for the Southern, Central and Northern District of California; Ninth Circuit. Education : University of Arizona (B.A., History & Spanish, 1999); University California Los Angeles Law School (J.D. 2002).

CARL MALMSTROM: admitted: Illinois; Minnesota; Northern District of Illinois. Education: University of Chicago (B.A., Biology, 1999; M.A., Social Science, 2001); University of Hawai’i at Manoa (M.A. Anthropology, 2004); Loyola University Chicago (J.D., 2007).

VERONICA BOSCO : admitted: New York. Education: Fordham University (B.A., Political Science, Spanish Language & Literature, 2014); Fordham University School of Law (J.D., 2018). Ms. Bosco joined Wolf Haldenstein in 2018. Prior to joining the Firm, she worked as a Judicial Law Clerk for the Honorable Claire C. Cecchi in the U.S. District Court for the District of New Jersey. She also interned for the New York County District Attorney's Office, and for the Honorable Arthur D. Spatt in the U.S. District Court for the Eastern District of New York. While at Fordham Law, she served as an Editor on the Moot Court board, was a Teaching Assistant for Legal Writing, and worked in the Legislative & Policy Advocacy Clinic.

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Non-Discrimination Policies

Wolf Haldenstein does not discriminate or tolerate harassment against any employee or applicant because of race, creed, color, national origin, sex, age, disability, marital status, sexual orientation, or alienage or citizenship status and designs its hiring practices to ensure that minority group members and women are afforded equal employment opportunities without discrimination. The Firm is in compliance with all applicable Federal, State, County, and City equal employment opportunity laws.

Wolf Haldenstein is proud of its long history of support for the rights of, and employment opportunities for, women, the disadvantaged, and minority group persons, including the participation in civil rights and voter registration activities in the South in the early 1960s by partners of the Firm; the part-time employment of disadvantaged youth through various public school programs; the varied pro bono activities performed by many of the Firm’s lawyers; the employment of many women and minority group persons in various capacities at the Firm, including at the partner level; the hiring of ex-offenders in supported job training programs; and the use of minority and women-owned businesses to provide services and supplies to the Firm.

270 MADISON AVENUE NEW YORK, NY 10016 Telephone: 212-545-4600 Telecopier: 212-545-4653 www.whafh.com

SYMPHONY TOWERS 70 West Madison Street 750 B STREET, SUITE 2770 SUITE 1400 SAN DIEGO, CA 92101 CHICAGO, IL 60602 Telephone: 619-239-4599 Telephone: 312-984-0000 Telecopier: 619-234-4599 Telecopier: 312-214-3110

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EXHIBIT C Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 65 of 75

Wolf Haldenstein Adler Freeman & Herz LLP Expense Summary Through April 15, 2019 Expenses Total

Carfare $36.58 Computer Research $4,149.55 Copies/Prints - Internal $467.75 Filing Fees $221.00 Meals $17.65 Printing Costs - Appeal $1,546.93 Scanning $0.50 Telephone $2.63 Total $6,442.59

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EXHIBIT 2 Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 67 of 75

The Sultzer Law Group, P.C. focuses on consumer class actions and other complex civil litigation. The firm is headquartered in Poughkeepsie, New York, and maintains offices in New York City, New Jersey, and Pennsylvania. Since its founding in 2013, The Sultzer Law Group, P.C. has served as lead counsel in numerous high-profile consumer class action cases. The firm is included in Martindale-Hubbell's Bar Register of Preeminent Lawyers for its class action practice. Jason Sultzer and Joseph Lipari are AV rated by Martindale-Hubbell and have been selected as Super Lawyers. In addition, they have both been selected as the American Law Media’s Mass Tort Lawyer of the Year. The firm’s founding partner, Mr. Sultzer, has earned selection as a Fellow of the Litigation Counsel of America (LCA), recognizing the country’s top trial attorneys. The firm’s attorneys have contributed to or been featured in various well known publications regarding their class action practice, including: Law360, Inside Counsel Magazine, Risk Management Magazine, and CNBC News. More detail about the firm, its practice areas, and its attorneys appear on its website: www.thesultzerlawgroup.com I. Representative Practice Areas

Class Action Litigation

Attorneys at The Sultzer Law Group, P.C. have advocated for consumers’ and workers’ rights, successfully challenging some of the nation’s largest and most powerful corporations for a variety of improper, unfair, and deceptive business practices in a wide range of industries including, the auto, financial, cosmetic, food, and supplement industries. Through our efforts, we have recovered significant benefits for our consumer clients.

Recent Representative matters include:

 Vincent, Wesley, et al. v People Against Dirty, PBC. and Method Products, PBC., Case No. 7:16-cv-06936 (S.D.N.Y.) (served as co-lead counsel and obtained a settlement fund of $2.8 million on behalf of a national class of consumers who purchased cleaning products deceptively marketed as “Natural”)  Run Them Sweet, LLC v. CPA Global, Ltd., et al, Case No. 1:16-cv-1347 (E.D. VA.) (served as co-lead counsel and obtained a settlement fund of $5.6 million on behalf of consumers who were overcharged with respect to foreign patent renewal services)  Rapoport-Hecht, Tziva et al. v. Seventh Generation, Inc., Case No. 14-cv-9087 (S.D.N.Y.) (served as co-lead counsel and obtained a settlement fund of $4.5 million on behalf of a national class of consumers who purchased cleaning products deceptively marketed as “Natural”)  Foster, Andrew Tyler et al. v. L-3 Communications EOTECH, Inc., et al., Case No. 15- cv-03519 (W.D. Mo.) (served as co-lead counsel and obtained millions of dollars in Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 68 of 75

monetary relief for consumers who purchased falsely advertised holographic weapons sights)  Davenport, Sumner, et al. v. Discover Financial Services, et al., Case No. 15-cv-06052 (N.D. Ill) (served as co-lead counsel and obtained a settlement fund of $5.6 million for victims of violations of the Telephone Consumer Protection Act)  Baumgarten v. Cleanwell, LLC, Case No. 1:16-cv-01780 (E.D.N.Y.) (served as lead counsel and obtained injunctive relief on behalf of a national class of consumers against company that deceptively marked cleaning products as “Natural”)  Nicotra, Jennifer et al. v. Babo Botanicals, LLC, Case No. 16-cv-00296 (E.D.N.Y.) (served as lead counsel and obtained injunctive relief on behalf of a national class of consumers against company that deceptively marked skin and haircare products as “Natural”)  Mayhew, Tanya, et al., v. KAS Direct, LLC and S.C. Johnson & Son, Inc., Case No. 16- cv-6981 (S.D.N.Y.) (served as co-lead counsel and obtained a settlement fund of $2.2 million on behalf of a national class of consumers who purchased baby products deceptively marketed as “Organic”)  Griffin, Anthony, et al., v. Aldi, Inc., Doe Defendants 1-10, Case No. 16-cv-00354 (N.D.N.Y.) (served as co-lead counsel and obtained a settlement fund of $9.8 million on behalf of a national and NY class of employees who were not paid for all of the hours they worked and who did not receive appropriate overtime under Federal and NY Law)

Commercial Litigation

Attorneys at The Sultzer Law Group, P.C. handle high-stakes commercial cases for both plaintiffs and defendants. We specialize in significant liability exposure involving issues such as business torts, intellectual property matters in which we have pursued and defended against patent and trademark infringement claims, breach of contract, UCC sale of goods, predatory lending, misappropriation of trade secrets/customers, fraud, unfair competition, breach of fiduciary duty, conversion, business transactions, and land use actions. We have successfully represented municipalities as well as companies and individuals in a wide range of industries, including real estate, telecommunications, retail, manufacturing, construction, and alarm/emergency response systems. As a result of our aggressive representation, we have recovered millions of dollars on behalf of clients embroiled in contentious business disputes.

Recent representative matters include:

 Fair Housing Justice Center, Inc., et al., v. Ulster Savings Bank, Case No. 16-cv-8608 (S.D.N.Y.)  Federal Trade Commission et al. v. Lifewatch Inc. et al., Case No. 15-cv-05781 (N.D. Ill.) Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 69 of 75

 Life Alert Emergency Response, Inc. v. Lifewatch, Inc., Case No.2:08-cv-02184-CAS (FFMx) (C.D. Cal)  Scanner Guard Corporation v. Excelsis Investments, Inc. et al., Case No. 16-cv-00516 (E.D. Pa.)  101 Imaging LLC DBA Acuscan v. Dr. Rossi, MD., P.C. et al., Case No. 601008/2014 (New York Supreme Court, Nassau County)  Asset Enhancement Solutions, LLC v. Lifewatch, Inc., Case No. 601542/2014 (New York Supreme Court, Nassau County)  Brune & Richard LLP v. Daniel Beyda et al., Case No. 650443/2015 (New York Supreme Court, New York County)  CDP Holdings Group, LLC v. Daniel Beyda, Case No. 650261/2016 (New York Supreme Court, New York County)  Daniel Beyda v. Daniel DiPietro et al., Case No. 600916/2015 (New York Supreme Court, Nassau County)  Dover Madison Capital Management LLC v. Clearwater Systems Corp. et al., Case No. 652315/2015 (New York Supreme Court, New York County)  Eddie Sitt, individually and derivatively and on behalf of Sitt Asset Management LLC and Sitt Leasing, LLC v. Ralph Sitt et al., Case No. 652490/2016 (New York Supreme Court, New York County)  Enterprise Radiology, P.C. d/b/a Washington Heights Imaging v. CDP Holdings Group, LLC et al., Case No. 601786/2015 (New York Supreme Court, Nassau County)  Lease-It Capital Corp. d/b/a Acculease v. I.M.S./Imaging Medical Solutions, Inc. et al., Case No. 151316/2015 (New York Supreme Court, New York County)  Long Island Radiology Associates, P.C. v. Daniel Beyda M.D. et al., Case No. 602572/2015 (New York Supreme Court, Nassau County)  Walker Winslow Group, LLC d/b/a Paradigm Health Plans v. Ross Krasnow, et al., Case No. 14-cv-7772 (D.N.J.)

Mass Tort Litigation

Attorneys at The Sultzer Law Group, P.C. have successfully defended and prosecuted cases involving mass toxic tort cases docketed throughout the United States. Our cases have ranged from single- plaintiff, single-defendant, and single-product claims of personal injury to matters which involved hundreds of plaintiffs and hundreds of products.

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II. Partner Biographies

Jason P. Sultzer

Jason P. Sultzer is a nationally recognized trial lawyer and the founding partner of The Sultzer Law Group P.C. He represents clients throughout the United States in high profile litigations and has substantial experience in class actions, mass torts, business disputes, personal injury litigation, product liability, and intellectual property-related issues.

Mr. Sultzer has successfully defended and prosecuted nationally recognized companies in highly publicized class action lawsuits in state and federal courts, including proceedings before the Judicial Panel on Multidistrict Litigation. These class actions involved a wide variety of matters, including unfair competition, breach of warranty, product-related issues, employment discrimination, civil rights, overtime wages, the Fair Debt Collection Practices Act, abusive mortgage lending practices, The Telephone Consumer Protection Act, and consumer protection statutes of nearly all fifty states. Mr. Sultzer has been appointed as lead counsel in a number of class action lawsuits in which he has recovered millions of dollars and obtained injunctive relief on behalf of aggrieved consumers nationwide in cases involving fraudulent representations of various foods and products.

Mr. Sultzer is a frequent author and lecturer about class action lawsuits and has been quoted in national publications concerning the Class Action Fairness Act and class action settlements.

Mr. Sultzer also routinely litigates matters involving complex commercial disputes. He represents both plaintiffs and defendants in these cases. These matters include contractual disputes, business fraud, predatory lending, misappropriation of trade secrets/customers, land use actions, breach of fiduciary duty, and unfair competition. These clients have been engaged in the real estate, retail, financial, telecommunications, construction, medical and manufacturing industries. Most recently, Mr. Sultzer obtained injunctive relief on behalf of one of the largest real estate developers in New York City in a multi-million dollar lawsuit involving various properties.

Mr. Sultzer also has successfully litigated hundreds of product liability cases involving a wide range of products, including catastrophic injury and wrongful death matters resulting from fires and electrocutions. Most recently, Mr. Sultzer conducted a trial in which the court returned a favorable verdict in favor of his client, the defendant, in a case involving allegations that his client’s product caused a fire and property damage in excess of $10 million. Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 71 of 75

Additionally, Mr. Sultzer has extensive experience in mass tort cases, including those involving asbestos and the alleged health effects of cell phone use. Given Mr. Sultzer’s significant experience in mass tort matters, he regularly advises his clients during corporate crisis situations associated with product recalls, federal agency investigations, state attorney general inquiries, and mass tort and class action litigation threats.

Mr. Sultzer also represents individual plaintiffs in catastrophic personal injury cases. Most recently, on the eve of trial, Mr. Sultzer obtained over $2.5 million on behalf of his client who was severely injured in an auto-related accident.

Prior to opening The Sultzer Law Group P.C., Mr. Sultzer was the youngest equity partner at one of the largest law firms in the country where he served as the co-chairman of its class action practice group. Earlier in his career, Mr. Sultzer was in-house counsel for Owens Corning, a Fortune 500 Company, where he was involved in defending the company against tens of thousands of asbestos lawsuits throughout the country.

Mr. Sultzer has received the Martindale-Hubbell AV rating, indicating that his legal peers rank him at the highest level of professional excellence. He was also named as a “Mass Tort Lawyer of the Year” by American Law Media, and has been recognized as a Super Lawyer for the last 7 years. Mr. Sultzer, was also featured on the front cover of the Wall Street Journal's Legal Leader's magazine in 2014 and 2015 designating him as one of New York's top rated lawyers. In addition, Mr. Sultzer has earned selection as a Fellow of the Litigation Counsel of America (LCA), recognizing the country's top trial attorneys. The LCA is an invitation-only honorary society that is composed of less than one-half of one percent of American lawyers.

Adam Gonnelli

Mr. Gonnelli is a partner at The Sultzer Law Group, P.C. Throughout his career, Mr. Gonnelli has served as lead or co-lead counsel in numerous high-profile class action cases throughout the country resulting in multi-million dollar recoveries to consumers, employees, and investors. Mr. Gonnelli concentrates his practice on consumer fraud class actions, wage and hour litigation, and transactional/commercial litigation. Some of his representative cases include Guttentag v. Ruby Tuesday, Case No. 1:12-cv-03041 (S.D.N.Y.) ($3 million recovery for employees in FLSA wage suit); In re NutraQuest, Inc., No. 06-202 (D.N.J.) (consumer fraud case against national diet supplement company); Wanzo v. Nextel Commc’ns, Inc., No. GIC 791626 (Cal. Sup. Ct.) (consumer case challenging change in “nights and weekends” plan); Rice v. Lafarge North America, No. 268974 (Md. Cir. Ct.) (merger case resulted in a benefit of $388 million); In re Fox Entm’t Group, Inc. S’holders Litig., No. 1033-N (Del. Ch. 2005) (benefit to shareholders of $450 million); Foster v. L-3 Communications EOTECH, Inc., Case No. 15-cv-03519 (W.D. Mo.) (obtained monetary recovery for consumers who purchased falsely advertised holographic Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 72 of 75

weapons sights); and Run Them Sweet, LLC v. CPA Global Limited, et al., Case No. 16-cv-1347 (E.D. Va.) (obtained settlement fund of $5,600,000 for consumers who were overcharged with respect to foreign patent renewal services).

While attending Cornell Law School, Mr. Gonnelli served as Editor-in-Chief of the Cornell Journal of Law and Public Policy and was a member of the Atlantic Regional Championship moot court team in the Jessup International Law Moot Court Competition (1997). At Rutgers University, Mr. Gonnelli lettered in football and fencing and served as Student Government President.

Prior to joining The Sultzer Law Group, Mr. Gonnelli was a partner at a national plaintiff class action law firm where he served as the chairman of its Wage Theft Practice Group. Before attending Law School, Mr. Gonnelli was a Financial Writer at the Federal Reserve Bank of New York, where he wrote educational materials on international trade and monetary policy.

Janine Pollack

Janine Pollack has been prosecuting class actions for over 27 years. She specializes in representing consumers against companies who utilize unfair and deceptive practices, such as false advertising, to sell their products. She has also prosecuted cases involving the False Claims Act, civil rights and defective products. Ms. Pollack has been successful in recovering settlements for millions of dollars on behalf of defrauded consumers, including against the makers of so-called toning and barefoot running shoes and children’s sippy cups. Courts routinely appoint her as lead counsel in such class actions and she has been designated as a Super Lawyer every year since 2012. Ms. Pollack has also served as lead trial counsel, including obtaining a jury verdict against R.J. Reynolds in a wrongful death tobacco case.

Ms. Pollack engages in numerous professional activities as well. She has been appointed to Law360 editorial boards and frequently lectures on consumer fraud, time and stress management and other topics. She serves as Secretary to the National Association of Shareholder & Consumer Attorneys (NASCAT) and chairs its Women’s Initiative, organizing professional and charitable events.

Ms. Pollack is currently serving as a team leader in developing Standards and Best Practices for Increasing Diversity in Mass Tort and Class Action Leadership for the Duke Law School Center for Judicial Studies. She is working with law professors, industry leaders and judges in helping to prepare these Standards and Best Practices.

Ms. Pollack is also a member of the Women in the Legal Profession Committee of the Bar Association of the City of New York, where she participates in professional development and Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 73 of 75

charitable events. She co-chairs the Women Litigators Subcommittee which sponsors and organizes educational and other programs at the City Bar. She participated as a co-editor of the Committee’s publication, “Street Smarts for Women Lawyers.”

Ms. Pollack graduated from Rutgers University in 1986 with a B.A. with High Honors where she majored in both French and English. She spent a semester at NYU in France and is fluent in French. In 1989, she graduated from University of Pennsylvania School of Law, where she was elected to the Journal of International Business Law. Ms. Pollack is a member of the Bars of New York and New Jersey.

Michael Liskow

Michael Liskow has extensive experience litigating complex class actions on behalf of plaintiffs in consumer fraud, data breach, antitrust, wage and hour, securities, and housing matters, among others. This includes:

 Serving as lead counsel in a class action against Bethpage Federal Credit Union and others for violations of the Real Estate Settlement Procedures Act, resulting in a full recovery for each class member

 Serving as lead counsel in a class action on behalf of overbilled Verizon consumers which resulted in a full recovery, plus interest and fees, for every class member

 Acting as lead counsel for the data breach class actions Mizrahi v. NBEO (D. Md.) and Bokelman v. FCH Enterprises (D. Haw.), and the consumer fraud class action Berger v. L.L. Bean (E.D.N.Y.)

 Representing consumers in numerous class actions challenging unfair and deceptive business practices, including against L.L.Bean, Nestlé Waters, Mondelēz, GNC, Banner Life Insurance, GNC and Vibram

 Representing a class of institutional and individual investors who suffered losses resulting from their investment in Goldman Sachs mortgage-backed securities, resulting in a recovery of over $272 million. See Neca-Ibew Health & Welfare Fund et al v. Goldman Sachs & Co. et al, Case No. 1:08-cv-10783 (S.D.N.Y.)

 Extensive involvement in litigating complex antitrust actions against Apple, Keurig Green Mountain and the leading domestic airlines

 Litigating a class action on behalf of overcharged tenants of Stuyvesant Town and Peter Cooper Village resulting in a $173 million recovery, the largest recovery for tenants in Case 1:16-cv-03025-JKB Document 47-2 Filed 04/17/19 Page 74 of 75

United States history. See Roberts v Tishman Speyer Props., L.P., Case No. 100956/07 (New York Supreme Court, New York County)

Michael joined the Firm in 2018. Prior to joining the firm, Michael was a clerk for the Honorable Steven H. Levinson of the Supreme Court of Hawai`i, an associate at Quinn Emanuel Urquhart & Sullivan, LLP, and a Fulbright Teaching Assistant to the Slovak Republic.

Joseph Lipari

Joseph Lipari has litigated in state and federal courts throughout the United States, and he has appeared before binding arbitration panels. Mr. Lipari has achieved numerous successful outcomes as counsel for plaintiffs and defendants, including verdicts and settlements.

He has successfully represented businesses in complex suits arising out of high-profile, catastrophic events including: underground mining accidents in Alabama; steel mill explosions in Pennsylvania and Louisiana; and extended unplanned shutdowns and outages in mills, plants, and factories located across the United States and abroad.

Mr. Lipari was featured in Law360 for a defense verdict he obtained on behalf of his manufacturer client. See Moyer v. Siemens VAI Services and Signal Metal Industries, Inc., No. 2:11-cv-03185 (E.D. La.) (Louisiana jury found defendant was not liable for $2.6 million wrongful death award following a deadly molten steel eruption allegedly linked to equipment designed by the company’s predecessor).

Mr. Lipari has created significant caselaw regarding the use of the term “Natural” in product labeling and advertising. See, e.g., Silva, Christopher et al. v. Smucker Natural Foods, Inc. and J.M. Smucker Co., 14-cv-6154 (E.D.N.Y.); Sitt v. Nature’s Bounty, Inc. et al., 15-cv-04199 (S.D.N.Y.).

He is admitted to the bars of New York, Pennsylvania, and New Jersey. He has also appeared as counsel, by way of pro hac vice admission, in over twenty states. Mr. Lipari has lectured and published on topics including trial strategy, patent disputes, hydrofracking in the Marcellus Shale, and risk management practices.

Mr. Lipari is a 2002 graduate of Seton Hall University School of Law. Before law school, he attended Officer Candidate School in Quantico, Virginia, and was offered a commission as Second Lieutenant in the United States Marine Corps.

Prior to joining The Sultzer Law Group P.C., Mr. Lipari was a partner at a prominent national litigation firm. Earlier in his career, he was associated with one of the largest law firms in the country.

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Mr. Lipari has received the Martindale-Hubbell AV rating, indicating that his legal peers rank him at the highest level of professional excellence. He was also named as a “Mass Tort Lawyer of the Year” by American Law Media, and has been recognized as a Super Lawyer.

III. Associate Biographies

Jeremy Francis

Mr. Francis is an associate at The Sultzer Law Group. His practice focuses on commercial litigation and consumer class actions.

Prior to joining The Sultzer Law Group P.C., Mr. Francis was an Assistant District Attorney in the Kings County District Attorney’s Office, where he prosecuted misdemeanor and felony cases, including driving while intoxicated, narcotics, gun possession, and assault. He tried close to a dozen cases and secured guilty verdicts in Kings County Criminal Court. Subsequently, Mr. Francis was associated with a firm specializing in traumatic brain injury cases.

Mr. Francis interned for the Honorable Kiyo A. Matsumoto in the Eastern District of New York and gained experience drafting opinions concerning a wide range of federal issues. As an intern for the United States Attorney’s Office in the Eastern District of New York, he played an integral role in securing convictions in a RICO murder re-trial involving complex issues of expert testimony admissibility.

Mr. Francis attended Yale University, where he graduated with honors in Political Science. He is a 2011 graduate of Vanderbilt University Law School, where he was an Articles Editor of the Vanderbilt Journal of Entertainment and Technology Law. His article, “The Kindle Controversy: An Economic Analysis of How the Amazon Kindle’s Text-to-Speech Feature Violates Copyright Law” was published in the Fall of 2011.